Sensata Technologies Holding plc 10-Q

Item 1. Financial Statements. SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Balance Sheets (In thousands, except per share amounts) (unaudited) June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 661,777 $ 593,670 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 Inventories 636,021 614,455 Prepaid expenses and other current assets 157,030 158,934 Total current assets 2,240,020 2,027,239 Property, plant and equipment, net 806,003 821,653 Goodwill 3,383,845 3,383,800 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 Deferred income tax assets 279,301 288,189 Other assets 107,321 129,505 Total assets $ 7,270,072 $ 7,143,264 Liabilities and shareholders' equity Current liabilities: Current portion of long-term debt and finance lease obligations $ 2,156 $ 2,414 Accounts payable 469,863 362,186 Income taxes payable 41,246 29,417 Accrued expenses and other current liabilities 313,847 317,341 Total current liabilities 827,112 711,358 Deferred income tax liabilities 241,090 235,689 Pension and other post-retirement benefit obligations 31,298 27,910 Finance lease obligations, less current portion 19,968 20,984 Long-term debt, net 3,178,457 3,176,098 Other long-term liabilities 91,936 80,782 Total liabilities 4,389,861 4,252,821 Commitments and contingencies (Note 11) Shareholders’ equity: 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 2,260 2,257 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 ) Additional paid-in capital 1,883,944 1,872,577 Retained earnings 2,431,819 2,340,203 Accumulated other comprehensive loss ( 35,161 ) ( 42,543 ) Total shareholders' equity 2,880,211 2,890,443 Total liabilities and shareholders' equity $ 7,270,072 $ 7,143,264 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (unaudited) 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 Operating costs and expenses: Cost of revenue 657,104 724,414 1,295,771 1,413,674 Research and development 32,589 45,325 69,398 90,639 Selling, general and administrative 87,833 93,273 173,859 181,319 Amortization of intangible assets 21,184 39,085 41,761 77,600 Restructuring and other charges, net 6,612 3,491 13,592 4,273 Total operating costs and expenses 805,322 905,588 1,594,381 1,767,505 Operating income 138,062 129,947 260,258 274,739 Interest expense ( 37,679 ) ( 40,863 ) ( 75,652 ) ( 79,258 ) Interest income 4,467 5,802 8,757 9,540 Other, net 930 4,097 3,058 ( 7,447 ) Income before taxes 105,780 98,983 196,421 197,574 Provision for income taxes 45,112 27,280 65,834 49,850 Net income $ 60,668 $ 71,703 $ 130,587 $ 147,724 Basic net income per share $ 0.41 $ 0.48 $ 0.89 $ 0.98 Diluted net income per share $ 0.41 $ 0.47 $ 0.88 $ 0.98 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Comprehensive Income (In thousands) (unaudited) 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 income/(loss), net of tax: Cash flow hedges ( 2,264 ) ( 14,768 ) ( 6,799 ) ( 5,526 ) Defined benefit and retiree healthcare plans 10 208 504 435 Currency translation adjustment 9,753 ( 3,898 ) 13,677 ( 18,619 ) Other comprehensive income/(loss) 7,499 ( 18,458 ) 7,382 ( 23,710 ) Comprehensive income $ 68,167 $ 53,245 $ 137,969 $ 124,014 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) For the six months ended June 30, 2025 June 30, 2024 Cash flows from operating activities: Net income $ 130,587 $ 147,724 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 74,300 67,016 Amortization of debt issuance costs 2,359 3,193 Loss on sale of business 3,916 — Share-based compensation 11,367 11,944 Amortization of intangible assets 41,761 77,600 Deferred income taxes 17,267 6,056 Loss on equity investments, net — 14,306 Other non-cash loss/(gain), net 15,819 ( 9,862 ) Changes in operating assets and liabilities, net of the effects of divestitures: Accounts receivable, net ( 96,060 ) ( 69,440 ) Inventories ( 24,363 ) 3,158 Prepaid expenses and other current assets ( 4,760 ) ( 6,699 ) Accounts payable and accrued expenses 82,457 11,798 Income taxes payable 4,278 ( 9,099 ) Other 1,175 2,248 Net cash provided by operating activities 260,103 249,943 Cash flows from investing activities: Additions to property, plant and equipment and capitalized software ( 57,960 ) ( 87,188 ) 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 ) Dividends paid ( 35,456 ) ( 36,148 ) Payments to repurchase ordinary shares ( 120,600 ) ( 10,052 ) Purchase of noncontrolling interest in joint venture — ( 79,393 ) Payments of debt financing costs — ( 6,376 ) 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 ) Net change in cash and cash equivalents 68,107 524,948 Cash and cash equivalents, beginning of year 593,670 508,104 Cash and cash equivalents, end of period $ 661,777 $ 1,033,052 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Changes in Shareholders' Equity (In thousands) (unaudited) Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss)/ Income Total Shareholders' Equity 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 Surrender of shares for tax withholding — — ( 144 ) ( 3,512 ) — — — ( 3,512 ) Vesting of restricted securities 471 5 — — — ( 5 ) — — Cash dividends paid — — — — — ( 35,456 ) — ( 35,456 ) Repurchase of ordinary shares — — ( 4,236 ) ( 120,600 ) — — — ( 120,600 ) Retirement of ordinary shares ( 144 ) ( 2 ) 144 3,512 — ( 3,510 ) — — Share-based compensation — — — — 11,367 — — 11,367 Net income — — — — — 130,587 — 130,587 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 ) — — Cash dividends paid — — — — — ( 36,148 ) — ( 36,148 ) Repurchase of ordinary shares — — ( 275 ) ( 10,052 ) — — — ( 10,052 ) Retirement of ordinary shares ( 188 ) ( 2 ) 188 6,980 — ( 6,978 ) — — Share-based compensation — — — — 11,944 — — 11,944 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 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. 7 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us." The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report"). We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"). Additionally, our business strategy involves leveraging new and emerging technologies, which complement our existing product offerings, and we refer to these trends collectively as “megatrends.” Our operating segments’ performance is primarily evaluated based on segment operating income. 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 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: Segment Reporting for additional information. All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain prior period amounts have been recast to conform to current year presentation. 2. New Accounting Standards In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures , which requires (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 also includes certain other updates to improve the effectiveness of income tax disclosures. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option. The Company is currently evaluating the impact that the adoption of ASU No. 2023-09 will have on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income , which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement . ASU No. 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU No. 2024-03 will have on its consolidated financial statements and disclosures. 8 Table of Contents 3. Revenue Recognition 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 Automotive $ 495,542 $ 31,742 $ — $ 527,284 $ 543,158 $ 32,389 $ — $ 575,547 HVOR 156,683 6,801 — 163,484 180,763 7,530 — 188,293 Industrial — 161,817 — 161,817 — 141,541 — 141,541 HVAC — 42,970 — 42,970 — 41,240 — 41,240 Aerospace — 47,829 — 47,829 — 45,371 — 45,371 Other — — — — — — 43,543 43,543 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 4. Share-Based Payment Plans 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 Share-based compensation expense $ 4,516 $ 3,811 $ 11,367 $ 11,944 Equity Awards 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 RSU (1) 140 $ 26.23 Various executives and employees RSU (2) 904 $ 24.66 Various executives and employees PRSU (3) 248 $ 24.23 Various executives and employees PRSU (4) 248 $ 25.64 ____________________________________ (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 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 9 Table of Contents 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. 5. Restructuring and Other Charges, Net 2H 2024 Plan In the year ended December 31, 2024, we committed to a plan to reorganize our business (the “2H 2024 Plan”). The 2H 2024 Plan, consisting of involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery. The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, are expected to impact approximately 240 positions. Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 15.5 million and $ 16.5 million, primarily related to reductions-in-force. The majority of the actions under the 2H 2024 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand. Q3 2023 Plan In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities. The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, impacted 505 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 26.7 million and $ 27.6 million, primarily related to reductions-in-force. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand. Summary 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 Loss on sale of business — — 4,420 — Acquisition-related compensation arrangements (1) — 955 — 1,910 Other 2,159 343 1,427 ( 587 ) Restructuring and other charges, net $ 6,612 $ 3,491 $ 13,592 $ 4,273 ___________________________________ (1) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired. Payment is generally tied to technical and/or financial targets set at the time of acquisition. 10 Table of Contents 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: Total Balance as of December 31, 2024 6,087 Charges, net of reversals 1,958 Payments ( 4,308 ) Foreign currency remeasurement 265 Balance as of June 30, 2025 $ 4,002 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. Other 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. 6. Other, 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 Gain/(loss) on equity investments, net (1) 1,012 ( 1,019 ) 1,027 ( 14,306 ) Net periodic benefit cost, excluding service cost ( 630 ) ( 820 ) ( 1,157 ) ( 1,661 ) Other 1,075 ( 602 ) 1,331 ( 828 ) Other, net $ 930 $ 4,097 $ 3,058 $ ( 7,447 ) ___________________________________ (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. 7. Income Taxes 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 The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; 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 11 Table of Contents 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. 8. 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 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 Diluted weighted-average ordinary shares outstanding 146,509 151,129 147,663 151,025 Net income and net income per share are presented in the condensed consolidated statements of operations. Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. These potential ordinary shares 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 Anti-dilutive shares excluded 1,362 1,239 1,250 1,501 Contingently issuable shares excluded 1,014 929 854 995 9. Inventories The following table presents the components of inventories as of June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 Finished goods $ 183,558 $ 193,167 Work-in-process 151,747 134,423 Raw materials 300,716 286,865 Inventories $ 636,021 $ 614,455 12 Table of Contents 10. Debt 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, 2024 4.0 % Senior Notes April 15, 2029 1,000,000 1,000,000 4.375 % Senior Notes February 15, 2030 450,000 450,000 5.875 % Senior Notes September 1, 2030 500,000 500,000 3.75 % Senior Notes February 15, 2031 750,000 750,000 6.625 % Senior Notes July 15, 2032 500,000 500,000 Plus: debt premium, net of discount 880 997 Less: deferred financing costs ( 22,423 ) ( 24,899 ) Long-term debt, net $ 3,178,457 $ 3,176,098 Finance lease obligations $ 22,124 $ 23,398 Less: current portion ( 2,156 ) ( 2,414 ) Finance lease obligations, less current portion $ 19,968 $ 20,984 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. Refer to Note 14: Debt of our 2024 Annual Report for additional information related to our indebtedness. Revolving Credit Facility 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 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 June 30, 2025 and December 31, 2024, accrued interest totaled $ 51.6 million and $ 55.2 million, respectively. 11. Commitments and Contingencies We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. 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. 12. Shareholders' Equity Purchase of Noncontrolling Interest in Joint Venture In February 2024, we purchased the remaining 50 % interest in our joint venture with Dongguan Churod Electronics Co., Ltd. for approximately $ 79.4 million. Prior to the transaction, we had been consolidating the joint venture. The purchase of the 50 % non-controlling interest was accounted for as an equity transaction. No gain or loss was recognized in the condensed consolidated statements of operations. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity. 13 Table of Contents Cash Dividends 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 From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board at any time. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. 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 $ 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 six months ended June 30, 2025: Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Loss Balance as of December 31, 2024 $ ( 7,913 ) $ ( 11,690 ) $ ( 22,940 ) $ ( 42,543 ) Other comprehensive (loss)/income before reclassifications, net of tax ( 9,224 ) — 13,677 4,453 Reclassifications from accumulated other comprehensive loss, net of tax 2,425 504 — 2,929 Other comprehensive (loss)/income ( 6,799 ) 504 13,677 7,382 Balance as of June 30, 2025 $ ( 14,712 ) $ ( 11,186 ) $ ( 9,263 ) $ ( 35,161 ) 14 Table of Contents 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 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ 764 $ ( 762 ) $ ( 4,263 ) $ ( 870 ) Net revenue (1) Foreign currency forward contracts 4,417 ( 8,485 ) 7,531 ( 15,839 ) Cost of revenue (1) Total, before taxes 5,181 ( 9,247 ) 3,268 ( 16,709 ) Income before taxes Income tax effect ( 1,336 ) 2,386 ( 843 ) 4,311 Provision for income taxes Total, net of taxes $ 3,845 $ ( 6,861 ) $ 2,425 $ ( 12,398 ) Net income Defined benefit and retiree healthcare plans Defined benefit and retiree healthcare plans $ 19 $ 271 $ 10 $ 567 Other, net Defined benefit and retiree healthcare plans — — 721 — Restructuring and other charges, net Total, before taxes 19 271 731 567 Income before taxes Income tax effect ( 9 ) ( 63 ) ( 227 ) ( 132 ) Provision for income taxes Total, net of taxes $ 10 $ 208 $ 504 $ 435 Net income ___________________________________ (1) Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive loss in future periods. 13. Fair Value Measures Measured on a Recurring Basis 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. June 30, 2025 December 31, 2024 Assets Cash equivalents (Level 1) $ 368,667 $ 243,640 Foreign currency forward contracts (Level 2) 12,423 19,110 Commodity forward contracts (Level 2) 4,288 1,486 Total $ 385,378 $ 264,236 Liabilities Foreign currency forward contracts (Level 2) $ 30,333 $ 27,648 Commodity forward contracts (Level 2) 193 1,262 Total $ 30,526 $ 28,910 Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market. 15 Table of Contents 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 June 30, 2025 and December 31, 2024. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2025 December 31, 2024 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities 4.0 % Senior Notes $ 1,000,000 $ 951,520 $ 1,000,000 $ 915,000 4.375 % Senior Notes $ 450,000 $ 429,944 $ 450,000 $ 410,625 5.875 % Senior Notes $ 500,000 $ 501,200 $ 500,000 $ 485,000 3.75 % Senior Notes $ 750,000 $ 685,260 $ 750,000 $ 652,500 6.625 % Senior Notes $ 500,000 $ 515,125 $ 500,000 $ 497,500 ___________________________________ (1) Excluding any related debt discounts, premiums, and deferred financing costs. In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321. 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 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. 14. Derivative Instruments and Hedging Activities Foreign Currency Derivatives 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 : Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge Designation (1) 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 Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge Designation (1) 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) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes. 16 Table of Contents 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 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. 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 June 30, 2025 and December 31, 2024: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2025 December 31, 2024 Balance Sheet Location June 30, 2025 December 31, 2024 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 8,252 $ 15,717 Accrued expenses and other current liabilities $ 19,757 $ 17,018 Foreign currency forward contracts Other assets 4,162 2,936 Other long-term liabilities 6,481 4,042 Total $ 12,414 $ 18,653 $ 26,238 $ 21,060 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 3,432 $ 1,413 Accrued expenses and other current liabilities $ 174 $ 902 Commodity forward contracts Other assets 856 73 Other long-term liabilities 19 360 Foreign currency forward contracts Prepaid expenses and other current assets 2,335 457 Accrued expenses and other current liabilities 6,419 4,828 Foreign currency forward contracts Other assets 3 — Other long-term liabilities 4 1,760 Total $ 6,626 $ 1,943 $ 6,616 $ 7,850 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 June 30, 2025 and 2024: Derivatives designated as 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 Foreign currency forward contracts $ ( 27,360 ) $ 5,675 Net revenue $ ( 764 ) $ 762 Foreign currency forward contracts $ 19,128 $ ( 16,407 ) Cost of revenue $ ( 4,417 ) $ 8,485 Derivatives not designated as hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income 2025 2024 Commodity forward contracts $ 1,593 $ 4,977 Other, net Foreign currency forward contracts $ ( 2,519 ) $ ( 1,837 ) Other, net 17 Table of Contents 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 six months ended June 30, 2025 and 2024: 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 2025 2024 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 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. 15. Segment Reporting We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. 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. The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of operating and capital resources to each segment. Significant expenses are reviewed by the CODM on a consolidated basis and not at the operating segment level. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2024 Annual Report. The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications. Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust management. 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 18 Table of Contents 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 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 Net revenue: Performance Sensing $ 652,225 $ 723,921 $ 1,302,641 $ 1,437,239 Sensing Solutions 291,159 268,071 551,998 525,910 Other — 43,543 — 79,095 Total net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244 Segment and non-segment operating expenses (1) : Performance Sensing $ 505,349 $ 562,513 $ 1,012,889 $ 1,106,863 Sensing Solutions 203,123 188,396 387,896 373,941 Other — 34,339 — 63,110 Total segment and non-segment operating expenses $ 708,472 $ 785,248 $ 1,400,785 $ 1,543,914 Segment and non-segment operating income (as defined above): Performance Sensing (1) $ 146,876 $ 161,408 $ 289,752 $ 330,376 Sensing Solutions (1) 88,036 79,675 164,102 151,969 Other (1) — 9,204 — 15,985 Total segment and non-segment operating income 234,912 250,287 453,854 498,330 Corporate and other ( 69,054 ) ( 77,764 ) ( 138,243 ) ( 141,718 ) Amortization of intangible assets ( 21,184 ) ( 39,085 ) ( 41,761 ) ( 77,600 ) Restructuring and other charges, net ( 6,612 ) ( 3,491 ) ( 13,592 ) ( 4,273 ) Operating income 138,062 129,947 260,258 274,739 Interest expense ( 37,679 ) ( 40,863 ) ( 75,652 ) ( 79,258 ) Interest income 4,467 5,802 8,757 9,540 Other, net 930 4,097 3,058 ( 7,447 ) Income before taxes $ 105,780 $ 98,983 $ 196,421 $ 197,574 ___________________________________ (1) Other segment and non-segment expenses include associated cost of revenue, research and development, and selling, general and administrative expenses. 19 Table of Contents 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: Performance Sensing $ 24,097 $ 24,242 $ 49,079 $ 48,202 Sensing Solutions 3,986 3,779 7,876 7,903 Corporate and other (1) 26,439 44,557 59,106 88,511 Total depreciation and amortization $ 54,522 $ 72,578 $ 116,061 $ 144,616 __________________________ (1) Included within corporate and other is amortization of intangible assets, accelerated depreciation recognized in connection with restructuring actions, and depreciation of certain assets. We do not allocate these amounts to our segments. 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 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: Performance Sensing $ 18,555 $ 27,243 $ 41,605 $ 58,256 Sensing Solutions 2,719 5,557 5,782 8,820 Corporate and other 4,111 4,961 10,573 12,815 Total additions to property, plant and equipment and capitalized software $ 25,385 $ 37,761 $ 57,960 $ 79,891 Geographic Area Information 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 For the six months ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Net revenue: Americas $ 380,015 $ 459,149 $ 752,465 $ 888,257 Europe 265,236 276,939 517,699 561,676 Asia and rest of world 298,133 299,447 584,475 592,311 Net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244 For the three months ended For the six months ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Net revenue: United States $ 370,514 $ 424,230 $ 715,504 $ 819,630 China 182,951 184,323 357,545 363,731 The Netherlands 226,123 237,575 443,897 484,186 United Kingdom 30,039 30,941 56,960 59,840 All other 133,757 158,466 280,733 314,857 Net revenue $ 943,384 $ 1,035,535 $ 1,854,639 $ 2,042,244 20 Table of Contents 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. June 30, 2025 December 31, 2024 Property, plant and equipment, net: Americas $ 291,147 $ 301,900 Europe 137,469 141,396 Asia and rest of world 377,387 378,357 Property, plant and equipment, net $ 806,003 $ 821,653 June 30, 2025 December 31, 2024 Property, plant and equipment, net: United States $ 113,552 $ 121,783 China 255,658 266,104 Mexico 177,463 179,980 Bulgaria 100,891 108,093 United Kingdom 24,830 21,147 Malaysia 117,503 108,118 All other 16,106 16,428 Property, plant and equipment, net $ 806,003 $ 821,653 16. Disposals Insights Business In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds ("the Buyer"). The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets transferred to the Buyer. Concurrent with the Closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement. The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer. The Supply Agreement commenced at Closing and has a term of five years or less. 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 and six months ended June 30, 2024, the Insights Business was included in our Other segment. Magnetic Speed and Position Business ("MSP Business") In November 2024, we executed a purchase agreement whereby we agreed to sell the MSP Business to a third party. The closing of the transaction occurred in the first quarter of 2025, at which time net assets transferred to the Buyer. 21 Table of Contents Cautionary Statements Concerning Forward-Looking Statements This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crises, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future. Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors included in our 2024 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.