3 unchanged sentences
(In thousands, except per share amounts)
+Added: September 30,
2025 December 31,
1 unchanged sentence
Cash and cash equivalents $ 791,347 $ 593,670
−Removed: Accounts receivable, net of allowances of $ 19,338 and $ 20,524 as of June 30, 2025 and December 31, 2024, respectively
+Added: Accounts receivable, net of allowances of $ 19,228 and $ 20,524 as of September 30, 2025 and December 31, 2024, respectively
724,998 660,180
4 unchanged sentences
Goodwill 3,158,164 3,383,800
−Removed: 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
+Added: Other intangible assets, net of accumulated amortization of $ 2,569,868 and $ 2,561,335 as of September 30, 2025 and December 31, 2024, respectively
430,137 492,878
17 unchanged sentences
Shareholders’ equity:
−Removed: 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
−Removed: Treasury shares, at cost, 31,230 and 26,994 shares as of June 30, 2025 and December 31, 2024, respectively
+Added: Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,907 and 176,541 shares issued as of September 30, 2025 and December 31, 2024, respectively
+Added: Treasury shares, at cost, 31,230 and 26,994 shares as of September 30, 2025 and December 31, 2024, respectively
( 1,402,651 ) ( 1,282,051 )
8 unchanged sentences
(In thousands, except per share amounts)
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
4 unchanged sentences
Amortization of intangible assets 19,601 44,732 61,362 122,332
+Added: Goodwill impairment charge 225,700 150,100 225,700 150,100
Restructuring and other charges, net 18,166 140,624 31,758 144,897
Total operating costs and expenses 1,054,866 1,182,057 2,649,247 2,949,562
−Removed: Operating income 138,062 129,947 260,258 274,739
+Added: Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512
Interest expense ( 37,715 ) ( 38,942 ) ( 113,367 ) ( 118,200 )
1 unchanged sentence
Other, net 6,863 ( 12,294 ) 9,921 ( 19,741 )
−Removed: Income before taxes 105,780 98,983 196,421 197,574
−Removed: Provision for income taxes 45,112 27,280 65,834 49,850
−Removed: Net income $ 60,668 $ 71,703 $ 130,587 $ 147,724
−Removed: Basic net income per share $ 0.41 $ 0.48 $ 0.89 $ 0.98
−Removed: Diluted net income per share $ 0.41 $ 0.47 $ 0.88 $ 0.98
+Added: (Loss)/income before taxes ( 148,427 ) ( 244,606 ) 47,994 ( 47,032 )
+Added: Provision for/(benefit from) income taxes 14,096 ( 219,572 ) 79,930 ( 169,722 )
+Added: Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690
+Added: Basic net (loss)/income per share $ ( 1.12 ) $ ( 0.17 ) $ ( 0.22 ) $ 0.81
+Added: Diluted net (loss)/income per share $ ( 1.12 ) $ ( 0.17 ) $ ( 0.22 ) $ 0.81
The accompanying notes are an integral part of these condensed consolidated financial statements.
SENSATA TECHNOLOGIES HOLDING PLC
−Removed: Condensed Consolidated Statements of Comprehensive Income
+Added: Condensed Consolidated Statements of Comprehensive (Loss)/Income
(In thousands)
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
−Removed: Net income $ 60,668 $ 71,703 $ 130,587 $ 147,724
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
+Added: Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690
Other comprehensive income/(loss), net of tax:
4 unchanged sentences
Other comprehensive income/(loss) 11,710 15,419 19,092 ( 8,291 )
−Removed: Comprehensive income $ 68,167 $ 53,245 $ 137,969 $ 124,014
+Added: Comprehensive (loss)/income $ ( 150,813 ) $ ( 9,615 ) $ ( 12,844 ) $ 114,399
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(In thousands)
−Removed: For the six months ended
−Removed: June 30, 2025 June 30, 2024
+Added: For the nine months ended
+Added: September 30, 2025 September 30, 2024
Cash flows from operating activities:
−Removed: Net income $ 130,587 $ 147,724
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net (loss)/income $ ( 31,936 ) $ 122,690
+Added: Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation 127,653 100,712
Amortization of debt issuance costs 3,540 4,510
+Added: Goodwill impairment charge 225,700 150,100
Loss on sale of business
+Added: 10,202 110,111
Share-based compensation 18,612 27,393
+Added: Loss on debt financing — 9,235
Amortization of intangible assets 61,362 122,332
2 unchanged sentences
Other non-cash loss/(gain), net 29,451 ( 991 )
+Added: Acquisition-related compensation payments — ( 5,232 )
Changes in operating assets and liabilities, net of the effects of divestitures:
10 unchanged sentences
Other 1,589 3,681
−Removed: Net cash used in investing activities ( 33,606 ) ( 85,194 )
+Added: Net cash (used in)/provided by investing activities ( 44,362 ) 15,234
Cash flows from financing activities:
7 unchanged sentences
Payments of debt financing costs ( 1,765 ) ( 13,379 )
−Removed: Net cash (used in)/provided by financing activities ( 160,776 ) 365,090
+Added: Net cash used in financing activities ( 181,011 ) ( 400,333 )
Effect of exchange rate changes on cash and cash equivalents 3,079 2,376
8 unchanged sentences
Number Amount Number Amount
−Removed: Balance as of March 31, 2025
+Added: 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
2 unchanged sentences
Cash dividends paid — — — — — ( 17,481 ) — ( 17,481 )
−Removed: Repurchase of ordinary shares — — ( 701 ) ( 20,100 ) — — — ( 20,100 )
Retirement of ordinary shares ( 22 ) 0 22 655 — ( 655 ) — —
Share-based compensation — — — — 7,245 — — 7,245
−Removed: Net income — — — — — 60,668 — 60,668
+Added: Net loss — — — — — ( 162,523 ) — ( 162,523 )
Other comprehensive income — — — — — — 11,710 11,710
−Removed: Balance as of June 30, 2025
+Added: Balance as of September 30, 2025
176,907 $ 2,261 ( 31,230 ) $ ( 1,402,651 ) $ 1,891,189 $ 2,251,159 $ ( 23,451 ) $ 2,718,507
Balance as of December 31, 2024
+Added: 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 — — ( 166 ) ( 4,167 ) — — — ( 4,167 )
4 unchanged sentences
Share-based compensation — — — — 18,612 — — 18,612
−Removed: Net income — — — — — 130,587 — 130,587
+Added: Net loss — — — — — ( 31,936 ) — ( 31,936 )
Other comprehensive income — — — — — — 19,092 19,092
−Removed: Balance as of June 30, 2025
+Added: Balance as of September 30, 2025
176,907 $ 2,261 ( 31,230 ) $ ( 1,402,651 ) $ 1,891,189 $ 2,251,159 $ ( 23,451 ) $ 2,718,507
−Removed: Balance as of March 31, 2024
+Added: 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
Surrender of shares for tax withholding — — ( 76 ) ( 2,766 ) — — — ( 2,766 )
−Removed: Stock options exercised 119 1 — — 4,604 — — 4,605
Vesting of restricted securities 209 3 — — — ( 3 ) — —
Cash dividends paid — — — — — ( 18,118 ) — ( 18,118 )
+Added: Repurchase of ordinary shares — — ( 1,062 ) ( 38,734 ) — — — ( 38,734 )
Retirement of ordinary shares ( 76 ) ( 1 ) 76 2,766 — ( 2,765 ) — —
Share-based compensation — — — — 15,449 — — 15,449
−Removed: Net income — — — — — 71,703 — 71,703
−Removed: Other comprehensive loss — — — — — — ( 18,458 ) ( 18,458 )
−Removed: Balance as of June 30, 2024
+Added: Net loss — — — — — ( 25,034 ) — ( 25,034 )
+Added: Other comprehensive income — — — — — — 15,419 15,419
+Added: Balance as of September 30, 2024
176,454 $ 2,256 ( 26,427 ) $ ( 1,261,946 ) $ 1,861,511 $ 2,354,276 $ 1,671 $ 2,957,768
Balance as of December 31, 2023
+Added: 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 — — ( 264 ) ( 9,746 ) — — — ( 9,746 )
8 unchanged sentences
Other comprehensive loss — — — — — — ( 8,291 ) ( 8,291 )
−Removed: Balance as of June 30, 2024
+Added: Balance as of September 30, 2024
176,454 $ 2,256 ( 26,427 ) $ ( 1,261,946 ) $ 1,861,511 $ 2,354,276 $ 1,671 $ 2,957,768
3 unchanged sentences
Basis of Presentation
−Removed: 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."
+Added: The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive (loss)/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.
17 unchanged sentences
2023-09 also includes certain other updates to improve the effectiveness of income tax disclosures.
−Removed: 2023-09 is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option.
+Added: This ASU 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.
5 unchanged sentences
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.
−Removed: 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: This ASU 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.
+Added: In July 2025, the FASB issued ASU No.
+Added: 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets.
+Added: The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: The Company believes that the adoption of ASU No.
+Added: 2025-05 will not have a material impact on its consolidated financial statements and disclosures.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software.
+Added: This update improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software
+Added: development methods.
+Added: 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted as of the beginning of an annual reporting period.
+Added: This ASU can be applied prospectively, retrospectively, or with a modified transition approach.
+Added: The Company is currently evaluating the impact that the adoption of ASU No.
+Added: 2025-06 will have on its consolidated financial statements and disclosures.
Revenue Recognition
−Removed: The following table presents net revenue disaggregated by end market for the three and six months ended June 30, 2025 and 2024:
−Removed: For the three months ended June 30, 2025 For the three months ended June 30, 2024
+Added: The following table presents net revenue disaggregated by end market for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended September 30, 2025 For the three months ended September 30, 2024
PS SS Other Total PS SS Other Total
6 unchanged sentences
Total $ 656,936 $ 275,042 $ — $ 931,978 $ 659,650 $ 274,386 $ 48,794 $ 982,830
−Removed: For the six months ended June 30, 2025
−Removed: For the six months ended June 30, 2024
+Added: For the nine months ended September 30, 2025 For the nine months ended September 30, 2024
PS SS Other Total PS SS Other Total
7 unchanged sentences
Share-Based Payment Plans
−Removed: 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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Stock options $ — $ — $ — $ 569
Restricted securities (1)
+Added: 7,245 15,449 18,612 26,824
Share-based compensation expense $ 7,245 $ 15,449 $ 18,612 $ 27,393
+Added: ____________________________________
+Added: (1) In the three and nine months ended September 30, 2024, $ 5.8 million was related to the accelerated vesting of restricted securities associated with the sale of the various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business").
Equity Awards
−Removed: 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:
+Added: 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 nine months ended September 30, 2025:
Awards Granted To:
7 unchanged sentences
(2) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date.
−Removed: These RSUs will fully vest on various dates between January 2028 and June 2028.
−Removed: (3) These PRSUs vest in April 2028.
+Added: These RSUs will fully vest on various dates between January 2028 and September 2028.
+Added: (3) These PRSUs vest on various dates between April 2028 and September 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.
−Removed: The number of units that ultimately vest (in April 2028) will be from
−Removed: 0 % to 150 %, depending on achievement of these performance criteria.
+Added: The number of units that ultimately vest (various dates between April 2028 and September 2028) will be from 0 % to 150 %, depending on achievement of these performance criteria.
Total grant date value of these PRSUs is approximately $ 6.7 million and was valued using the Monte Carlo method.
7 unchanged sentences
In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”).
−Removed: 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.
+Added: The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was
+Added: 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.
2 unchanged sentences
We expect to settle these charges with cash on hand.
−Removed: The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2025, and 2024:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: Spear Power Systems
+Added: In September 2024, we made the decision to exit the aerospace and defense business (the "Spear Aerospace Business") of Spear Power Systems (“Spear”).
+Added: We entered into an agreement wherein a third party assumed control of a majority of the remaining Spear assets that closed in October 2024.
+Added: The Spear Aerospace Businesses had been included in the Sensing Solutions reportable segment.
+Added: Exiting Spear resulted in charges in the three and nine months ended September 30, 2024 of $ 25.6 million and $ 24.7 million, respectively.
+Added: The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2025, and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
2H 2024 Plan, net
5 unchanged sentences
471 3,224 1,653 5,679
−Removed: Facility and other exit costs — 32 — 200
−Removed: Loss on sale of business
+Added: Loss on sale of business and related costs (1)
+Added: 11,489 112,854 16,398 112,854
Acquisition-related compensation arrangements (2)
— 118 — 2,028
+Added: Facility and other charge (3)
3,990 24,415 4,928 24,028
1 unchanged sentence
__________________________
+Added: (1) See Note 16:
+Added: Disposals for additional information on the sale of the Insights Business and the Magnetic Speed and Positioning Business.
(2) 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.
−Removed: 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:
+Added: (3) Represents charges that are not included in one of the other classifications.
+Added: The three and nine months ended September 30, 2024 primarily include charges related to the exit of Spear, contract termination costs related to certain product lifecycle management activities in the Sensing Solutions segment and pension settlement costs.
+Added: The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the nine months ended September 30, 2025:
Balance as of December 31, 2024
2 unchanged sentences
Foreign currency remeasurement 263
−Removed: Balance as of June 30, 2025
−Removed: 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.
−Removed: 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.
−Removed: Of the costs recognized, $ 13.2 million was included within cost of revenue and the remainder was included within restructuring and other charges, net.
−Removed: The following table presents the components of other, net for the three and six months ended June 30, 2025 and 2024:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
−Removed: Currency remeasurement gain/(loss) on net monetary assets $ 399 $ 3,398 $ ( 60 ) $ 4,429
−Removed: Loss on foreign currency forward contracts ( 2,519 ) ( 1,837 ) ( 4,095 ) ( 1,157 )
+Added: Balance as of September 30, 2025
+Added: The severance liability as of September 30, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
+Added: 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 nine months ended September 30, 2024, resulted in total costs of $ 32.5 million and $ 48.4 million, respectively, including severance, contract termination costs, and inventory charges.
+Added: Of the costs recognized for the three and nine months ended September 30, 2024, $ 27.3 million and
+Added: $ 40.5 million, respectively, were included within cost of revenue, with the remainder included within restructuring and other charges, net.
+Added: The following table presents the components of other, net for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
+Added: Currency remeasurement (loss)/gain on net monetary assets $ ( 2,179 ) $ ( 1,310 ) $ ( 2,239 ) $ 3,119
+Added: Gain/(loss) on foreign currency forward contracts 1,349 ( 3,851 ) ( 2,746 ) ( 5,008 )
Gain on commodity forward contracts 6,670 1,200 12,682 7,276
+Added: Loss on debt financing transactions — ( 9,235 ) — ( 9,235 )
Gain/(loss) on equity investments, net (1)
4 unchanged sentences
___________________________________
−Removed: (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 .
+Added: (1) The nine months ended September 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.
−Removed: The following table presents the provision for income taxes for the three and six months ended June 30, 2025 and 2024:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
−Removed: Provision for income taxes $ 45,112 $ 27,280 $ 65,834 $ 49,850
−Removed: 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;
+Added: The following table presents the provision for/(benefit from) income taxes for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
+Added: Provision for/(benefit from) income taxes $ 14,096 $ ( 219,572 ) $ 79,930 $ ( 169,722 )
+Added: The provision for/(benefit from) 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.
+Added: During the third quarter of both 2025 and 2024, our provision for income taxes was unfavorably impacted by the impairment of nondeductible goodwill.
+Added: During the third quarter of 2024, our benefit from income taxes included a deferred tax benefit of approximately $ 257.7 million due to a tax strategy to secure the future tax deductibility of certain intellectual property which had a valuation allowance against it at December 31, 2023, offset by a $ 12.8 million tax expense on the sale of the Insights Business and a $ 11.1 million tax expense on the settlement of the U.S.
+Added: qualified pension plan.
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.
−Removed: The One Big Beautiful Bill Act includes multiple effective dates, with some provisions
−Removed: retroactive to January 1, 2025, and others will become effective through 2027.
−Removed: The Company is currently evaluating the impact on our consolidated financial statements and disclosures.
−Removed: Net Income per Share
−Removed: 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.
−Removed: 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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: 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.
+Added: The Company is continuing to evaluate the available elections, and the impact on our consolidated financial statements and disclosures;
+Added: however, the Company expects the overall impacts of this legislation to be favorable.
+Added: Net (Loss)/Income per Share
+Added: Basic and diluted net (loss)/income per share are calculated by dividing net (loss)/income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.
+Added: For the three and nine months ended September 30, 2025 and
+Added: 2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Basic weighted-average ordinary shares outstanding 145,663 150,717 146,790 150,681
2 unchanged sentences
Diluted weighted-average ordinary shares outstanding 145,663 150,717 146,790 151,030
−Removed: Net income and net income per share are presented in the condensed consolidated statements of operations.
−Removed: 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.
+Added: Net (loss)/income and net (loss)/income per share are presented in the condensed consolidated statements of operations.
+Added: 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 (loss)/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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Anti-dilutive shares excluded 2,855 2,577 2,855 1,349
Contingently issuable shares excluded 893 737 867 909
−Removed: The following table presents the components of inventories as of June 30, 2025 and December 31, 2024:
+Added: The following table presents the components of inventories as of September 30, 2025 and December 31, 2024:
+Added: September 30,
2025 December 31,
3 unchanged sentences
Inventories $ 641,367 $ 614,455
−Removed: The following table presents the components of long-term debt, net and finance lease obligations as of June 30, 2025 and December 31, 2024:
−Removed: Maturity Date June 30,
+Added: The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2025 and December 31, 2024:
+Added: Maturity Date September 30,
2025 December 31,
15 unchanged sentences
Finance lease obligations, less current portion $ 19,596 $ 20,984
−Removed: 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.
−Removed: 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.
+Added: Our indebtedness as of September 30, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above.
+Added: We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our
+Added: $ 650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.
Refer to Note 14:
1 unchanged sentence
Revolving Credit Facility
−Removed: 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.
+Added: In September 2025, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., and Sensata Technologies B.V.
+Added: (“STBV”), entered into an amendment (the “Fourteenth Amendment”) to the credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement”).
+Added: Among other changes to the Credit Agreement, the Fourteenth Amendment, (i) reduced the total amount of the Revolving Credit Facility commitments of the lenders from $ 750.0 million to $ 650.0 million, (ii) extended the maturity date of the Revolving Credit Facility to September 24, 2030, and (iii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.
+Added: As of September 30, 2025, we had $ 645.8 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.
−Removed: As of June 30, 2025, no amounts had been drawn against these outstanding letters of credit.
+Added: As of September 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.
−Removed: As of June 30, 2025 and December 31, 2024, accrued interest totaled $ 51.6 million and $ 55.2 million, respectively.
+Added: As of September 30, 2025 and December 31, 2024, accrued interest totaled $ 34.0 million and $ 55.2 million, respectively.
+Added: In October 2025, Sensata Technologies B.V.
+Added: and Sensata Technologies, Inc., our indirect, wholly owned subsidiaries, announced the commencement of a cash tender offer for up to $ 350 million of the outstanding $ 1.0 billion aggregate principal amount of 4.0 % Senior Notes due 2029, $ 450.0 million aggregate principal amount of 4.375 % Senior Notes due 2030, and $ 500.0 million aggregate principal amount of 5.875 % Senior Notes due 2030.
Commitments and Contingencies
3 unchanged sentences
In April 2025, we experienced a ransomware incident that encrypted certain devices in our network.
−Removed: 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.
+Added: 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 nine months ended September 30, 2025.
Shareholders' Equity
7 unchanged sentences
Cash Dividends
−Removed: 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.
−Removed: 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.
+Added: In the three and nine months ended September 30, 2025, we paid aggregate cash dividends of $ 17.5 million and $ 52.9 million, respectively, compared to $ 18.1 million and $ 54.3 million in the three and nine months ended September 30, 2024, respectively.
+Added: In October 2025, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable in November 2025 to shareholders of record as of November 12, 2025.
Treasury Shares
3 unchanged sentences
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.
−Removed: In the three months ended June 30, 2025, we repurchased 0.7 million ordinary shares for $ 20.1 million, under the September 2023 Program.
−Removed: In the three months ended June 30, 2024, we did not purchase any shares under our share repurchase program.
−Removed: 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.
−Removed: All share repurchases in the three and six months ended June 30, 2025 and 2024 were made under the September 2023 Program.
−Removed: As of June 30, 2025, $ 282.4 million remained available for repurchase under the September 2023 Program.
+Added: In the three months ended September 30, 2025, we did not repurchase any ordinary shares.
+Added: In the nine months ended September 30, 2025, we repurchased 4.2 million ordinary shares for $ 120.6 million.
+Added: In the three and nine months ended September 30, 2024, we repurchased 1.1 million and 1.3 million ordinary shares, respectively, for $ 38.7 million and $ 48.8 million, respectively.
+Added: All share repurchases in the three and nine months ended September 30, 2025 and 2024 were made under the September 2023 Program.
+Added: As of September 30, 2025, $ 282.4 million remained available for repurchase under the September 2023 Program.
Accumulated Other Comprehensive Loss
−Removed: The following table presents the components of accumulated other comprehensive loss for the six months ended June 30, 2025:
+Added: The following table presents the components of accumulated other comprehensive loss for the nine months ended September 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 )
−Removed: Other comprehensive (loss)/income before reclassifications, net of tax ( 9,224 ) — 13,677 4,453
+Added: Other comprehensive income before reclassifications, net of tax ( 4,505 ) — 17,188 12,683
Reclassifications from accumulated other comprehensive loss, net of tax 5,905 504 — 6,409
−Removed: Other comprehensive (loss)/income ( 6,799 ) 504 13,677 7,382
−Removed: Balance as of June 30, 2025 $ ( 14,712 ) $ ( 11,186 ) $ ( 9,263 ) $ ( 35,161 )
−Removed: The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024:
−Removed: For the three months ended June 30, For the six months ended June 30, Affected Line in Condensed Consolidated Statements of Operations
+Added: Other comprehensive income 1,400 504 17,188 19,092
+Added: Balance as of September 30, 2025 $ ( 6,513 ) $ ( 11,186 ) $ ( 5,752 ) $ ( 23,451 )
+Added: The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended September 30, For the nine months ended September 30, Affected Line in Condensed Consolidated Statements of Operations
Component 2025 2024 2025 2024
2 unchanged sentences
Foreign currency forward contracts 962 ( 6,429 ) 8,493 ( 22,268 ) Cost of revenue (1)
−Removed: Total, before taxes 5,181 ( 9,247 ) 3,268 ( 16,709 ) Income before taxes
−Removed: Income tax effect ( 1,336 ) 2,386 ( 843 ) 4,311 Provision for income taxes
−Removed: Total, net of taxes $ 3,845 $ ( 6,861 ) $ 2,425 $ ( 12,398 ) Net income
+Added: Total, before taxes 4,690 ( 6,631 ) 7,958 ( 23,340 ) (Loss)/income before taxes
+Added: Income tax effect ( 1,210 ) 1,710 ( 2,053 ) 6,021 Provision for/(benefit from) income taxes
+Added: Total, net of taxes $ 3,480 $ ( 4,921 ) $ 5,905 $ ( 17,319 ) Net (loss)/income
Defined benefit and retiree healthcare plans
1 unchanged sentence
Defined benefit and retiree healthcare plans — 3,890 721 3,890 Restructuring and other charges, net
−Removed: Total, before taxes 19 271 731 567 Income before taxes
−Removed: Income tax effect ( 9 ) ( 63 ) ( 227 ) ( 132 ) Provision for income taxes
−Removed: Total, net of taxes $ 10 $ 208 $ 504 $ 435 Net income
+Added: Total, before taxes 7 4,051 738 4,618 (Loss)/income before taxes
+Added: Income tax effect ( 7 ) 10,135 ( 234 ) 10,003 Provision for/(benefit from) income taxes
+Added: Total, net of taxes $ — $ 14,186 $ 504 $ 14,621 Net (loss)/income
___________________________________
3 unchanged sentences
Measured on a Recurring Basis
−Removed: 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.
+Added: The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are shown in the below table.
+Added: September 30,
2025 December 31,
10 unchanged sentences
Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.
+Added: Measured on a Nonrecurring Basis
+Added: In the third quarter of 2025, impairment indicators were identified that suggested the carrying value of the Dynapower reporting unit could exceed its fair value.
+Added: The primary indicators of impairment were a lower outlook within certain markets that the reporting unit operates in following recent tax legislation being enacted, and a strategic shift to focus on other markets.
+Added: This revised outlook led to downward revisions of forecasted future cash flows.
+Added: We evaluated the goodwill of the Dynapower reporting unit for impairment using a combination of a market-based valuation method and an income approach that discounts forecasted cash flows.
+Added: As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.
+Added: A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value.
+Added: We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2025, we recorded a $ 225.7 million non-cash impairment charge.
+Added: If Dynapower does not achieve the forecasted future cash flows, there is a possibility that additional impairments of the remaining $ 4.1 million of goodwill may be recognized in the future.
+Added: In the third quarter of 2024, we determined that our Dynapower reporting unit was impaired, and we recorded a $ 150.1 million non-cash impairment charge.
Financial Instruments Not Recorded at Fair Value
−Removed: 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.
+Added: 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 September 30, 2025 and December 31, 2024.
All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Carrying Value (1)
13 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: 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
+Added: As of September 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
−Removed: 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 :
+Added: As of September 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)
−Removed: 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
−Removed: 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
−Removed: 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
+Added: 337.9 EUR Various from October 2023 to September 2025 Various from October 2025 to September 2027 Euro ("EUR") to USD 1.13 USD Cash flow hedge
+Added: 3,273.8 MXN Various from October 2023 to September 2025 Various from October 2025 to September 2027 USD to Mexican Peso ("MXN") 20.43 MXN Cash flow hedge
+Added: 57.7 GBP Various from October 2023 to September 2025 Various from October 2025 to September 2027 British Pound Sterling ("GBP") to USD 1.30 USD Cash flow hedge
(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge
Designation (1)
−Removed: 58.2 EUR June 26, 2025 July 31, 2025 EUR to USD 1.17 USD Not designated
−Removed: 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
−Removed: 1,071.4 CNY Various September 2024 Various from July 2025 to May 2026 USD to CNY 6.80 CNY Not designated
−Removed: 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
−Removed: 111.2 MXN June 26, 2025 July 31, 2025 USD to MXN 18.95 MXN Not designated
+Added: 106.7 USD Various from March 2024 to May 2024 Various from October 2025 to May 2026 USD to Chinese Renminbi ("CNY") 6.97 CNY Not designated
+Added: 744.0 CNY Various September 2024 Various from October 2025 to May 2026 USD to CNY 6.78 CNY Not designated
+Added: 17,341.7 KRW Various from November 2023 to September 2024 Various from October 2025 to July 2026 USD to Korean Won ("KRW") 1,313.05 KRW Not designated
___________________________________
1 unchanged sentence
They are intended to preserve economic value, and they are not used for trading or speculative purposes.
−Removed: 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.
−Removed: Commodity Risk Derivatives
−Removed: As of June 30, 2025, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:
−Removed: Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit
−Removed: Silver 649,527 troy oz.
−Removed: July 2025 to June 2027 $ 31.53
−Removed: Copper 5,131,320 pounds July 2025 to June 2027 $ 4.30
+Added: As of September 30, 2025, we estimate that $ 9.6 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2026.
Financial Instrument Presentation
−Removed: 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:
+Added: The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:
Asset Derivatives Liability Derivatives
−Removed: Balance Sheet Location June 30,
+Added: Balance Sheet Location September 30,
2025 December 31,
−Removed: 2024 Balance Sheet Location June 30,
+Added: 2024 Balance Sheet Location September 30,
2025 December 31,
10 unchanged sentences
These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
−Removed: 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:
+Added: 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 (loss)/income for the three months ended September 30, 2025 and 2024:
Derivatives designated as
−Removed: 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
+Added: hedging instruments Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net (Loss)/Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net (Loss)/Income
2025 2024 2025 2024
2 unchanged sentences
Derivatives not designated as
−Removed: hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income
+Added: hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income
Commodity forward contracts $ 6,670 $ 1,200 Other, net
Foreign currency forward contracts $ 1,349 $ ( 3,851 ) Other, net
−Removed: 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:
+Added: 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 (loss)/income for the nine months ended September 30, 2025 and 2024:
Derivatives designated as
−Removed: 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
+Added: 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 (Loss)/Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net (Loss)/Income
2025 2024 2025 2024
2 unchanged sentences
Derivatives not designated as
−Removed: hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income
+Added: hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income
Commodity forward contracts $ 12,682 $ 7,276 Other, net
2 unchanged sentences
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.
−Removed: 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.
−Removed: As of June 30, 2025, we had no t posted any cash collateral related to these agreements.
+Added: As of September 30, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 24.5 million.
+Added: As of September 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.
6 unchanged sentences
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.
−Removed: Significant expenses are reviewed by the CODM on a consolidated basis and not at the operating segment level.
+Added: Significant expenses are reviewed by the CODM on a consolidated basis and not at the
+Added: operating segment level.
We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments.
2 unchanged sentences
Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2024 Annual Report.
−Removed: 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.
−Removed: 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.
−Removed: These products are used in subsystems that, among other things, improve operating performance and efficiency and contribute to environmentally sustainable and safe solutions.
−Removed: 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
−Removed: energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: 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 various systems and applications.
+Added: 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 and aerospace applications.
+Added: 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 nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Performance Sensing
19 unchanged sentences
Amortization of intangible assets ( 19,601 ) ( 44,732 ) ( 61,362 ) ( 122,332 )
+Added: Goodwill impairment charge
+Added: ( 225,700 ) ( 150,100 ) ( 225,700 ) ( 150,100 )
Restructuring and other charges, net ( 18,166 ) ( 140,624 ) ( 31,758 ) ( 144,897 )
−Removed: Operating income 138,062 129,947 260,258 274,739
+Added: Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512
Interest expense ( 37,715 ) ( 38,942 ) ( 113,367 ) ( 118,200 )
1 unchanged sentence
Other, net 6,863 ( 12,294 ) 9,921 ( 19,741 )
−Removed: Income before taxes $ 105,780 $ 98,983 $ 196,421 $ 197,574
+Added: (Loss)/income before taxes $ ( 148,427 ) $ ( 244,606 ) $ 47,994 $ ( 47,032 )
___________________________________
(1) Other segment and non-segment expenses include associated cost of revenue, research and development, and selling, general and administrative expenses.
−Removed: 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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Depreciation and amortization:
8 unchanged sentences
This treatment is consistent with the financial information reviewed by our chief operating decision maker.
−Removed: 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:
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three and nine months ended September 30, 2025 and 2024:
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Additions to property, plant and equipment and capitalized software:
4 unchanged sentences
Geographic Area Information
−Removed: 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.
+Added: The following tables present net revenue by geographic area and by significant country for the three and nine months ended September 30, 2025 and 2024.
In these tables, net revenue is aggregated according to the location of our subsidiaries.
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Americas $ 381,561 $ 458,957 $ 1,134,026 $ 1,347,214
2 unchanged sentences
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
−Removed: For the three months ended For the six months ended
−Removed: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
+Added: For the three months ended For the nine months ended
+Added: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
United States $ 371,985 $ 425,747 $ 1,087,489 $ 1,245,377
4 unchanged sentences
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
−Removed: The following tables present PP&E, net, by geographic area and by significant country as of June 30, 2025 and 2024.
+Added: The following tables present PP&E, net, by geographic area and by significant country as of September 30, 2025 and 2024.
In these tables, PP&E, net is aggregated based on the location of our subsidiaries.
+Added: September 30,
2025 December 31,
4 unchanged sentences
Property, plant and equipment, net $ 775,748 $ 821,653
+Added: September 30,
2025 December 31,
11 unchanged sentences
The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets transferred to the Buyer.
−Removed: Concurrent with the Closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement.
−Removed: The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer.
−Removed: The Supply Agreement commenced at Closing and has a term of five years or less.
−Removed: The terms of this agreement require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement.
−Removed: For the three and six months ended June 30, 2024, the Insights Business was included in our Other segment.
+Added: For the three and nine months ended September 30, 2024, the Insights Business was included in our Other segment.
Magnetic Speed and Position Business ("MSP Business")
12 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.