What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-05-08 · 188 added, 124 removed, 474 unchanged (40% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 661,777 $ 593,670

Accounts receivable, net of allowances of $ 20,271 and $ 20,524 as of March 31, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowances of $ 19,338 and $ 20,524 as of June 30, 2025 and December 31, 2024, respectively

785,192 660,180

4 unchanged sentences

Goodwill 3,383,845 3,383,800

Other intangible assets, net of accumulated amortization of $ 2,581,634 and $ 2,561,335 as of March 31, 2025 and December 31, 2024, respectively

Other intangible assets, net of accumulated amortization of $ 2,562,191 and $ 2,561,335 as of June 30, 2025 and December 31, 2024, respectively

453,582 492,878

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,548 and 176,541 shares issued as of March 31, 2025 and December 31, 2024, respectively

Treasury shares, at cost, 30,529 and 26,994 shares as of March 31, 2025 and December 31, 2024, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,868 and 176,541 shares issued as of June 30, 2025 and December 31, 2024, respectively

Treasury shares, at cost, 31,230 and 26,994 shares as of June 30, 2025 and December 31, 2024, respectively

( 1,402,651 ) ( 1,282,051 )

8 unchanged sentences

(In thousands, except per share amounts)

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244

19 unchanged sentences

(In thousands)

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income $ 60,668 $ 71,703 $ 130,587 $ 147,724

Other comprehensive loss, net of tax:

Other comprehensive income/(loss), net of tax:

Cash flow hedges ( 2,264 ) ( 14,768 ) ( 6,799 ) ( 5,526 )

2 unchanged sentences

9,753 ( 3,898 ) 13,677 ( 18,619 )

Other comprehensive loss ( 117 ) ( 5,252 )

Other comprehensive income/(loss) 7,499 ( 18,458 ) 7,382 ( 23,710 )

Comprehensive income $ 68,167 $ 53,245 $ 137,969 $ 124,014

3 unchanged sentences

(In thousands)

For the three months ended

March 31, 2025 March 31, 2024

For the six months ended

June 30, 2025 June 30, 2024

Cash flows from operating activities:

8 unchanged sentences

Loss on equity investments, net

Other non-cash gain/(loss), net 5,175 ( 4,184 )

Other non-cash loss/(gain), net 15,819 ( 9,862 )

Changes in operating assets and liabilities, net of the effects of divestitures:

9 unchanged sentences

Proceeds from the sale of business, net of cash sold 25,635 —

Other ( 1,281 ) 1,994

Net cash used in investing activities ( 33,606 ) ( 85,194 )

Cash flows from financing activities:

Proceeds from exercise of stock options and issuance of ordinary shares — 4,605

Payment of employee restricted stock tax withholdings ( 3,512 ) ( 6,980 )

Proceeds from borrowings on debt — 500,000

Payments on debt ( 1,208 ) ( 566 )

3 unchanged sentences

Payments of debt financing costs — ( 6,376 )

Net cash used in financing activities ( 119,147 ) ( 107,948 )

Net cash (used in)/provided by financing activities ( 160,776 ) 365,090

Effect of exchange rate changes on cash and cash equivalents 2,386 ( 4,891 )

8 unchanged sentences

Number Amount Number Amount

Balance as of March 31, 2025

176,548 $ 2,257 ( 30,529 ) $ ( 1,382,551 ) $ 1,879,428 $ 2,392,160 $ ( 42,660 ) $ 2,848,634

Surrender of shares for tax withholding — — ( 142 ) ( 3,451 ) — — — ( 3,451 )

Vesting of restricted securities 462 5 — — — ( 5 ) — —

Cash dividends paid — — — — — ( 17,555 ) — ( 17,555 )

Repurchase of ordinary shares — — ( 701 ) ( 20,100 ) — — — ( 20,100 )

Retirement of ordinary shares ( 142 ) ( 2 ) 142 3,451 — ( 3,449 ) — —

Share-based compensation — — — — 4,516 — — 4,516

Net income — — — — — 60,668 — 60,668

Other comprehensive income — — — — — — 7,499 7,499

Balance as of June 30, 2025

176,868 $ 2,260 ( 31,230 ) $ ( 1,402,651 ) $ 1,883,944 $ 2,431,819 $ ( 35,161 ) $ 2,880,211

Balance as of December 31, 2024 176,541 $ 2,257 ( 26,994 ) $ ( 1,282,051 ) $ 1,872,577 $ 2,340,203 $ ( 42,543 ) $ 2,890,443

6 unchanged sentences

Net income — — — — — 130,587 — 130,587

Other comprehensive loss — — — — — — ( 117 ) ( 117 )

Other comprehensive income — — — — — — 7,382 7,382

Balance as of June 30, 2025

176,868 $ 2,260 ( 31,230 ) $ ( 1,402,651 ) $ 1,883,944 $ 2,431,819 $ ( 35,161 ) $ 2,880,211

Balance as of March 31, 2024

175,839 $ 2,249 ( 25,365 ) $ ( 1,223,212 ) $ 1,837,647 $ 2,353,440 $ 4,710 $ 2,974,834

Surrender of shares for tax withholding — — ( 185 ) ( 6,851 ) — — — ( 6,851 )

Stock options exercised 119 1 — — 4,604 — — 4,605

Vesting of restricted securities 548 6 — — — ( 6 ) — —

Cash dividends paid — — — — — ( 18,092 ) — ( 18,092 )

Retirement of ordinary shares ( 185 ) ( 2 ) 185 6,851 — ( 6,849 ) — —

Share-based compensation — — — — 3,811 — — 3,811

Net income — — — — — 71,703 — 71,703

Other comprehensive loss — — — — — — ( 18,458 ) ( 18,458 )

Balance as of June 30, 2024

176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

Balance as of December 31, 2023 175,832 $ 2,249 ( 25,090 ) $ ( 1,213,160 ) $ 1,901,621 $ 2,295,604 $ 9,962 $ 2,996,276

Surrender of shares for tax withholding — — ( 188 ) ( 6,980 ) — — — ( 6,980 )

Stock options exercised 119 1 — — 4,604 — — 4,605

Vesting of restricted securities 558 6 — — — ( 6 ) — —

3 unchanged sentences

Share-based compensation — — — — 11,944 — — 11,944

Purchase of joint venture — — — ( 72,107 ) — — ( 72,107 )

Purchase of noncontrolling interest in joint venture — — — ( 72,107 ) — — ( 72,107 )

Net income — — — — — 147,724 — 147,724

Other comprehensive loss — — — — — — ( 23,710 ) ( 23,710 )

Balance as of March 31, 2024 175,839 $ 2,249 ( 25,365 ) $ ( 1,223,212 ) $ 1,837,647 $ 2,353,440 $ 4,710 $ 2,974,834

Balance as of June 30, 2024

176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

The accompanying notes are an integral part of these condensed consolidated financial statements.

12 unchanged sentences

In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were previously excluded from segment operating income and included in corporate and other costs.

Prior year amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment and to conform to current year presentation.

Prior period amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment and to conform to current year presentation.

Refer to Note 15:

19 unchanged sentences

Revenue Recognition

The following table presents net revenue disaggregated by end market for the three months ended March 31, 2025 and 2024:

For the three months ended March 31, 2025 For the three months ended March 31, 2024

The following table presents net revenue disaggregated by end market for the three and six months ended June 30, 2025 and 2024:

For the three months ended June 30, 2025 For the three months ended June 30, 2024

PS SS Other Total PS SS Other Total

6 unchanged sentences

Total $ 652,225 $ 291,159 $ — $ 943,384 $ 723,921 $ 268,071 $ 43,543 $ 1,035,535

For the six months ended June 30, 2025

For the six months ended June 30, 2024

PS SS Other Total PS SS Other Total

Automotive $ 996,496 $ 62,248 $ — $ 1,058,744 $ 1,073,782 $ 64,797 $ — $ 1,138,579

HVOR 306,145 12,403 — 318,548 363,457 14,388 — 377,845

Industrial — 300,385 — 300,385 — 275,890 — 275,890

HVAC — 81,884 — 81,884 — 79,311 — 79,311

Aerospace — 95,078 — 95,078 — 91,524 — 91,524

Other — — — — — — 79,095 79,095

Total $ 1,302,641 $ 551,998 $ — $ 1,854,639 $ 1,437,239 $ 525,910 $ 79,095 $ 2,042,244

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

The following table presents the components of non-cash compensation expense related to our equity awards for the three and six months ended June 30, 2025 and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Stock options $ — $ 569 $ — $ 569

Restricted securities 4,516 3,242 11,367 11,375

1 unchanged sentence

Equity Awards

We granted the following restricted stock units ("RSUs" and each, an "RSU") during the three months ended March 31, 2025:

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") during the six months ended June 30, 2025:

Awards Granted To:

Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value

Directors, various executives, and employees

Various executives and employees RSU (2)

Various executives and employees PRSU (3)

Various executives and employees PRSU (4)

____________________________________

(1) These awards cliff vest up to one year from the grant date (various dates between January 2026 and June 2026).

(2) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date.

These RSUs will fully vest on various dates between January 2028 and February 2028.

These RSUs will fully vest on various dates between January 2028 and June 2028.

(3) These PRSUs vest in April 2028.

The number of units that ultimately vest will be between 0 % and 150 % and is dependent on the achievement of certain performance criteria.

(4) These awards include certain PRSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement.

The number of units that ultimately vest (in April 2028) will be from

0 % to 150 %, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $ 6.4 million and was valued using the Monte Carlo method.

Restructuring and Other Charges, Net

11 unchanged sentences

We expect to settle these charges with cash on hand.

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2025, and 2024:

For the three months ended

March 31, 2025 March 31, 2024

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2025, and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

2H 2024 Plan, net

$ 1,307 $ — $ 3,761 $ —

Q3 2023 Plan, net

1,884 ( 303 ) 2,802 295

Other restructuring and other charges, net

Severance charges, net

1,262 2,464 1,182 2,455

Facility and other exit costs — 32 — 200

2 unchanged sentences

— 955 — 1,910

2,159 343 1,427 ( 587 )

Restructuring and other charges, net $ 6,612 $ 3,491 $ 13,592 $ 4,273

2 unchanged sentences

Payment is generally tied to technical and/or financial targets set at the time of acquisition.

The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the three months ended March 31, 2025:

The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the six months ended June 30, 2025:

Balance as of December 31, 2024 6,087

2 unchanged sentences

Foreign currency remeasurement 265

Balance as of March 31, 2025 $ 4,569

The severance liability as of March 31, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

The following table presents the components of other, net for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Currency remeasurement (loss)/gain on net monetary assets $ ( 459 ) $ 1,031

(Loss)/gain on foreign currency forward contracts ( 1,576 ) 680

Balance as of June 30, 2025

The severance liability as of June 30, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

In the three months ended June 30, 2024, we initiated certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations, which, for the three and six months ended June 30, 2024, resulted in total costs of $ 15.9 million, including severance, contract termination costs, and inventory charges.

Of the costs recognized, $ 13.2 million was included within cost of revenue and the remainder was included within restructuring and other charges, net.

The following table presents the components of other, net for the three and six months ended June 30, 2025 and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Currency remeasurement gain/(loss) on net monetary assets $ 399 $ 3,398 $ ( 60 ) $ 4,429

Loss on foreign currency forward contracts ( 2,519 ) ( 1,837 ) ( 4,095 ) ( 1,157 )

Gain on commodity forward contracts 1,593 4,977 6,012 6,076

5 unchanged sentences

___________________________________

(1) The three months ended March 31, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments—Equity Securities .

(1) The six months ended June 30, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments—Equity Securities .

Refer to Note 13:

Fair Value Measures for additional information.

The following table presents the provision for income taxes for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

The following table presents the provision for income taxes for the three and six months ended June 30, 2025 and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Provision for income taxes $ 45,112 $ 27,280 $ 65,834 $ 49,850

1 unchanged sentence

and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.

In July 2025, the U.S.

enacted the One Big Beautiful Bill Act, which introduced significant changes to the federal tax code such as the permanent extension of select Tax Cuts and Jobs Act measures, updates to international tax rules, and the reinstatement of favorable business tax treatments.

The One Big Beautiful Bill Act includes multiple effective dates, with some provisions

retroactive to January 1, 2025, and others will become effective through 2027.

The Company is currently evaluating the impact on our consolidated financial statements and disclosures.

Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three months ended March 31, 2025 and 2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended

March 31, 2025 March 31, 2024

For the three and six months ended June 30, 2025 and 2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Basic weighted-average ordinary shares outstanding 146,209 150,845 147,354 150,663

Dilutive effect of stock options — 8 — 4

Dilutive effect of unvested restricted securities 300 276 309 358

3 unchanged sentences

These potential ordinary shares were as follows:

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Anti-dilutive shares excluded 1,362 1,239 1,250 1,501

Contingently issuable shares excluded 1,014 929 854 995

The following table presents the components of inventories as of March 31, 2025 and December 31, 2024:

The following table presents the components of inventories as of June 30, 2025 and December 31, 2024:

2025 December 31,

3 unchanged sentences

Inventories $ 636,021 $ 614,455

The following table presents the components of long-term debt, net and finance lease obligations as of March 31, 2025 and December 31, 2024:

Maturity Date March 31,

The following table presents the components of long-term debt, net and finance lease obligations as of June 30, 2025 and December 31, 2024:

Maturity Date June 30,

2025 December 31,

9 unchanged sentences

July 15, 2032 500,000 500,000

debt premium, net of discount (less:

debt discount, net of premium) 939 997

debt premium, net of discount

deferred financing costs ( 22,423 ) ( 24,899 )

3 unchanged sentences

Finance lease obligations, less current portion $ 19,968 $ 20,984

Our indebtedness as of March 31, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above.

Our indebtedness as of June 30, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above.

We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our $ 750.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.

2 unchanged sentences

Revolving Credit Facility

As of March 31, 2025, we had $ 745.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

As of June 30, 2025, we had $ 745.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

Outstanding letters of credit are issued primarily for the benefit of certain operating activities.

As of March 31, 2025, no amounts had been drawn against these outstanding letters of credit.

As of June 30, 2025, no amounts had been drawn against these outstanding letters of credit.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, accrued interest totaled $ 34.1 million and $ 55.2 million, respectively.

As of June 30, 2025 and December 31, 2024, accrued interest totaled $ 51.6 million and $ 55.2 million, respectively.

Commitments and Contingencies

1 unchanged sentence

Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.

Cybersecurity Incident

In April 2025, we experienced a ransomware incident that encrypted certain devices in our network.

The incident temporarily impacted our operations, but the incident did not have a material impact on the Company’s financial results and operations for the three and six months ended June 30, 2025.

Shareholders' Equity

7 unchanged sentences

Cash Dividends

In the three months ended March 31, 2025 and 2024, we paid aggregate cash dividends of $ 17.9 million and $ 18.1 million, respectively.

On April 21, 2025, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on May 28, 2025 to shareholders of record as of May 14, 2025.

In the three and six months ended June 30, 2025, we paid aggregate cash dividends of $ 17.6 million and $ 35.5 million, respectively, compared to $ 18.1 million and $ 36.1 million in the three and six months ended June 30, 2024, respectively.

In July 2025, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable in August 2025 to shareholders of record as of August 13, 2025.

Treasury Shares

2 unchanged sentences

Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity.

In September 2023, our Board of Directors authorized a new $ 500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.

In the three months ended March 31, 2025 and 2024, we repurchased 3.5 million and 0.3 million ordinary shares, respectively, for $ 100.5 million and $ 10.1 million, respectively.

All share repurchases in the three months ended March 31, 2025 and 2024 were made under the September 2023 Program.

As of March 31, 2025, $ 302.5 million remained available for repurchase under the September 2023 Program.

In September 2023, our Board of Directors authorized a $ 500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.

In the three months ended June 30, 2025, we repurchased 0.7 million ordinary shares for $ 20.1 million, under the September 2023 Program.

In the three months ended June 30, 2024, we did not purchase any shares under our share repurchase program.

In the six months ended June 30, 2025 and 2024, we repurchased 4.2 million and 0.3 million ordinary shares, respectively, for $ 120.6 million and $ 10.1 million, respectively.

All share repurchases in the three and six months ended June 30, 2025 and 2024 were made under the September 2023 Program.

As of June 30, 2025, $ 282.4 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss for the three months ended March 31, 2025:

The following table presents the components of accumulated other comprehensive loss for the six months ended June 30, 2025:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Loss

3 unchanged sentences

Other comprehensive (loss)/income ( 6,799 ) 504 13,677 7,382

Balance as of March 31, 2025 $ ( 12,448 ) $ ( 11,196 ) $ ( 19,016 ) $ ( 42,660 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024:

For the three months ended March 31, Affected Line in Condensed Consolidated Statements of Operations

Balance as of June 30, 2025 $ ( 14,712 ) $ ( 11,186 ) $ ( 9,263 ) $ ( 35,161 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024:

For the three months ended June 30, For the six months ended June 30, Affected Line in Condensed Consolidated Statements of Operations

Component 2025 2024 2025 2024

16 unchanged sentences

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 are shown in the below table.

The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 are shown in the below table.

2025 December 31,

11 unchanged sentences

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Value (1)

14 unchanged sentences

Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

As of March 31, 2025 and December 31, 2024, we held equity investments under the measurement alternative of $ 7.2 million and $ 6.1 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

In the three months ended March 31, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change, resulting in a loss of $ 14.8 million.

As of June 30, 2025 and December 31, 2024, we held equity investments under the measurement alternative of $ 7.3 million and $ 6.1 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

Derivative Instruments and Hedging Activities

Foreign Currency Derivatives

As of March 31, 2025, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

As of June 30, 2025, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

354.8 EUR Various from April 2023 to March 2025 Various from April 2025 to March 2027 Euro ("EUR") to USD 1.10 USD Cash flow hedge

3,662.9 MXN Various from April 2023 to March 2025 Various from April 2025 to March 2027 USD to Mexican Peso ("MXN") 19.90 MXN Cash flow hedge

59.0 GBP Various from April 2023 to March 2025 Various from April 2025 to March 2027 British Pound Sterling ("GBP") to USD 1.27 USD Cash flow hedge

342.5 EUR Various from July 2023 to June 2025 Various from July 2025 to June 2027 Euro ("EUR") to USD 1.11 USD Cash flow hedge

3,470.5 MXN Various from July 2023 to June 2025 Various from July 2025 to June 2027 USD to Mexican Peso ("MXN") 20.25 MXN Cash flow hedge

58.4 GBP Various from July 2023 to June 2025 Various from July 2025 to June 2027 British Pound Sterling ("GBP") to USD 1.28 USD Cash flow hedge

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

53.5 EUR March 27, 2025 April 30, 2025 EUR to USD 1.08 USD Not designated

426.0 CNY March 26, 2025 April 30, 2025 USD to Chinese Renminbi ("CNY") 7.15 CNY Not designated

199.3 USD Various from March 2024 to May 2024 Various from April 2025 to May 2026 USD to CNY 6.99 CNY Not designated

1,393.8 CNY Various September 2024 Various from April 2025 to May 2026 USD to CNY 6.82 CNY Not designated

39,416.5 KRW Various from May 2023 to September 2024 Various from April 2025 to July 2026 USD to Korean Won ("KRW") 1,312.27 KRW Not designated

181.0 MXN March 27, 2025 April 30, 2025 USD to MXN 20.45 MXN Not designated

3.1 GBP March 27, 2025 April 30, 2025 GBP to USD 1.29 USD Not designated

58.2 EUR June 26, 2025 July 31, 2025 EUR to USD 1.17 USD Not designated

153.4 USD Various from March 2024 to May 2024 Various from July 2025 to May 2026 USD to Chinese Renminbi ("CNY") 6.98 CNY Not designated

1,071.4 CNY Various September 2024 Various from July 2025 to May 2026 USD to CNY 6.80 CNY Not designated

27,819.0 KRW Various from August 2023 to September 2024 Various from July 2025 to July 2026 USD to Korean Won ("KRW") 1,312.75 KRW Not designated

111.2 MXN June 26, 2025 July 31, 2025 USD to MXN 18.95 MXN Not designated

___________________________________

1 unchanged sentence

They are intended to preserve economic value, and they are not used for trading or speculative purposes.

As of March 31, 2025, we estimate that $ 12.1 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2026.

As of June 30, 2025, we estimate that $ 17.7 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2026.

Commodity Risk Derivatives

As of March 31, 2025, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:

As of June 30, 2025, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:

Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit

Silver 649,527 troy oz.

April 2025 to February 2027 $ 29.66

Copper 5,028,817 pounds April 2025 to February 2027 $ 4.25

July 2025 to June 2027 $ 31.53

Copper 5,131,320 pounds July 2025 to June 2027 $ 4.30

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:

Asset Derivatives Liability Derivatives

Balance Sheet Location March 31,

Balance Sheet Location June 30,

2025 December 31,

2024 Balance Sheet Location March 31,

2024 Balance Sheet Location June 30,

2025 December 31,

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These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024:

Derivatives designated as

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income

2025 2024 2025 2024

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Foreign currency forward contracts $ ( 2,519 ) $ ( 1,837 ) Other, net

Derivatives designated as

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income

2025 2024 2025 2024

Foreign currency forward contracts $ ( 39,084 ) $ 16,640 Net revenue $ 4,263 $ 870

Foreign currency forward contracts $ 26,654 $ ( 7,455 ) Cost of revenue $ ( 7,531 ) $ 15,839

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

Commodity forward contracts $ 6,012 $ 6,076 Other, net

Foreign currency forward contracts $ ( 4,095 ) $ ( 1,157 ) Other, net

Credit Risk Related Contingent Features

We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of March 31, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 25.3 million.

As of March 31, 2025, we had no t posted any cash collateral related to these agreements.

As of June 30, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 33.0 million.

As of June 30, 2025, we had no t posted any cash collateral related to these agreements.

If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

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We present financial information for two reportable segments, Performance Sensing and Sensing Solutions.

In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were

previously excluded from segment operating income and included in corporate and other costs.

Refer to Note 1:

Basis of Presentation for additional information.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment, such as share-based compensation expense.

Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources.

Our segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.

A segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment.

Corporate and other costs excluded from a segment’s performance are separately stated below and include costs that are related to functional areas such as finance, information technology, legal, and human resources.

The CODM uses operating income primarily in the annual budget and forecasting process.

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These products are used in subsystems that, among other things, improve operating performance and efficiency and contribute to environmentally sustainable and safe solutions.

The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

Some of the products and solutions sold by the Sensing Solutions segment include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers, battery management systems, operator controls, and power conversion systems.

Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current power to alternating current power.

The following table presents net revenue, segment and non-segment operating expenses, and segment and non-segment operating income for the reportable segments and other operating results not allocated to our reportable segments for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Performance Sensing

2 unchanged sentences

291,159 268,071 551,998 525,910

— 43,543 — 79,095

Total net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244

9 unchanged sentences

88,036 79,675 164,102 151,969

— 9,204 — 15,985

Total segment and non-segment operating income

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(1) Other segment and non-segment expenses include associated cost of revenue, research and development, and selling, general and administrative expenses.

The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three and six months ended June 30, 2025 and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Depreciation and amortization:

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This treatment is consistent with the financial information reviewed by our chief operating decision maker.

The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three and six months ended June 30, 2025 and 2024:

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Additions to property, plant and equipment and capitalized software:

4 unchanged sentences

Geographic Area Information

The following tables present net revenue by geographic area and by significant country for the three months ended March 31, 2025 and 2024.

The following tables present net revenue by geographic area and by significant country for the three and six months ended June 30, 2025 and 2024.

In these tables, net revenue is aggregated according to the location of our subsidiaries.

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Americas $ 380,015 $ 459,149 $ 752,465 $ 888,257

2 unchanged sentences

Net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244

For the three months ended

March 31, 2025 March 31, 2024

For the three months ended For the six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

United States $ 370,514 $ 424,230 $ 715,504 $ 819,630

4 unchanged sentences

Net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244

The following tables present PP&E, net, by geographic area and by significant country as of March 31, 2025 and 2024.

The following tables present PP&E, net, by geographic area and by significant country as of June 30, 2025 and 2024.

In these tables, PP&E, net is aggregated based on the location of our subsidiaries.

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The terms of this agreement require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement.

For the three months ended March 31, 2024, the Insights Business was included in our Other segment.

For the three and six months ended June 30, 2024, the Insights Business was included in our Other segment.

Magnetic Speed and Position Business ("MSP Business")

1 unchanged sentence

The closing of the transaction occurred in the first quarter of 2025, at which time net assets transferred to the Buyer.

Subsequent Events

On April 6, 2025, we experienced a ransomware incident that encrypted certain devices in our network.

Upon discovery, we immediately activated our response protocols, implemented containment measures, including proactively taking our network offline, and launched an investigation with the assistance of third-party cybersecurity professionals.

In coordination with legal counsel, we have notified law enforcement about the matter and are supporting its investigation.

The incident temporarily impacted our operations, including shipping, receiving, manufacturing production, and various other support functions to varying degrees over approximately a two-week period.

Our ongoing investigation has identified evidence that files were taken from our environment.

We are working to identify and review the files involved and will take additional actions as appropriate based on our review, including notifying individuals and regulatory authorities in accordance with applicable law.

As of the date of these financial statements, we do not expect this incident to have a material impact on the Company’s financial results and operations for the second quarter ending June 30, 2025 nor the full year ending December 31, 2025;

however, the full scope and impact of this incident is not yet known and could result in a future determination that the incident will be material to our financial statements and results of operations.

Cautionary Statements Concerning Forward-Looking Statements

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements