What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-03 compared with 2025-07-29 · 135 added, 106 removed, 340 unchanged (41% of the section changed)

5 unchanged sentences

Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Net revenue for the three months ended June 30, 2025 was $943.4 million, a decrease of 8.9% on a reported basis compared to $1,035.5 million in the prior period.

Excluding an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% related to the effect of disposals, net revenue decreased 1.5% on an organic basis.

Net revenue for the three months ended September 30, 2025 was $932.0 million, a decrease of 5.2% on a reported basis compared to $982.8 million in the prior period.

Excluding an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% related to the effect of disposals, net revenue increased 3.1% on an organic basis.

Organic revenue growth (or decline), discussed throughout this Item 2:

1 unchanged sentence

Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline).

Net revenue for the six months ended June 30, 2025 was $1,854.6 million, a decrease of 9.2% compared to $2,042.2 million in the prior period.

Net revenue for the nine months ended September 30, 2025 was $2,786.6 million, a decrease of 7.9% compared to $3,025.1 million in the prior period.

Excluding an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% related to the effect of disposals, net revenue decreased 1.0% on an organic basis.

Operating income for the three months ended June 30, 2025 was $138.1 million (14.6% of net revenue), an increase of $8.1 million, or 6.2% compared to operating income of $129.9 million (12.5% of net revenue) in the three months ended June 30, 2024.

Operating income for the six months ended June 30, 2025 decreased $14.5 million, or 5.3%, to $260.3 million (14.0% of net revenue) from $274.7 million (13.5% of net revenue) in the six months ended June 30, 2024.

Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and six months ended June 30, 2025 compared to the prior periods.

We generated $260.1 million of operating cash flows in the six months ended June 30, 2025, ending the quarter with $661.8 million in cash and cash equivalents.

In the six months ended June 30, 2025, we used cash of approximately $58.0 million for capital expenditures, $35.5 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.

Operating loss for the three months ended September 30, 2025 was $122.9 million (13.2% of net revenue), an increase of $76.3 million, or 38.3% compared to an operating loss of $199.2 million (20.3% of net revenue) in the three months ended September 30, 2024.

Operating income for the nine months ended September 30, 2025 increased $61.9 million, or 81.9%, to $137.4 million (4.9% of net revenue) from $75.5 million (2.5% of net revenue) in the nine months ended September 30, 2024.

Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and nine months ended September 30, 2025 compared to the prior periods.

Operating loss in the third quarter of 2025 includes approximately $259.0 million in charges as a result of changes in clean energy policy and emission regulations, including a non-cash goodwill impairment charge.

We determined that the Dynapower reporting unit was impaired and recorded a $225.7 million non-cash impairment charge.

Refer to Note 13:

Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

We generated $420.0 million of operating cash flows in the nine months ended September 30, 2025, ending the quarter with $791.3 million in cash and cash equivalents.

In the nine months ended September 30, 2025, we used cash of approximately $81.6 million for capital expenditures, $52.9 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.

In September 2025, certain of our indirect, wholly-owned subsidiaries 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”).

Refer to Note 10:

Debt of the Financial Statements included elsewhere in this Report, for additional information regarding this transaction.

Results of Operations

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.

We have derived the results of operations from the Financial Statements included elsewhere in this Report.

1 unchanged sentence

Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

For the three months ended For the six months ended

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

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Amount Percent

7 unchanged sentences

Operating costs and expenses 1,054.9 113.2 1,182.1 120.3 2,649.2 95.1 2,949.6 97.5

Operating income 138.1 14.6 129.9 12.5 260.3 14.0 274.7 13.5

Operating (loss)/income (122.9) (13.2) (199.2) (20.3) 137.4 4.9 75.5 2.5

Interest expense (37.7) (4.0) (38.9) (4.0) (113.4) (4.1) (118.2) (3.9)

1 unchanged sentence

Other, net 6.9 0.7 (12.3) (1.3) 9.9 0.4 (19.7) (0.7)

Income before taxes 105.8 11.2 99.0 9.6 196.4 10.6 197.6 9.7

Provision for income taxes 45.1 4.8 27.3 2.6 65.8 3.5 49.9 2.4

Net income $ 60.7 6.4 % $ 71.7 6.9 % $ 130.6 7.0 % $ 147.7 7.2 %

Net revenue for the three months ended June 30, 2025 decreased 8.9% compared to the prior period.

Net revenue decreased 1.5% on an organic basis, which excludes an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

Net revenue for the six months ended June 30, 2025 decreased 9.2% compared to the prior period.

(Loss)/income before taxes (148.4) (15.9) (244.6) (24.9) 48.0 1.7 (47.0) (1.6)

Provision for/(benefit from) income taxes 14.1 1.5 (219.6) (22.3) 79.9 2.9 (169.7) (5.6)

Net (loss)/income $ (162.5) (17.4) % $ (25.0) (2.5) % $ (31.9) (1.1) % $ 122.7 4.1 %

Net revenue for the three months ended September 30, 2025 decreased 5.2% compared to the prior period.

Net revenue increased 3.1% on an organic basis, which excludes an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% due primarily to the effects of the divestitures of the various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") in the third quarter of 2024 and the Magnetic Speed and Positioning Business ("MSP Business") in the first quarter of 2025.

Refer to Note 16:

Disposals of the Financial Statements, included elsewhere in this Report, for additional information on the sale of the Insights Business and the MSP Business.

Net revenue for the nine months ended September 30, 2025 decreased 7.9% compared to the prior period.

Net revenue decreased 1.0% on an organic basis, which excludes an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

Performance Sensing

Performance Sensing net revenue for the three months ended June 30, 2025 decreased 9.9% on a reported basis, which includes the effects of the divestiture of the MSP Business in the first quarter of 2025, and 6.1% on an organic basis compared to the prior period, which was primarily due to decreases in automotive and HVOR production in North America and Europe.

Performance Sensing net revenue for the six months ended June 30, 2025 decreased 9.4% on a reported basis and 6.8% on an organic basis compared to the prior period, which was primarily due to lower automotive and HVOR production levels in North America and Europe.

Performance Sensing net revenue for the three months ended September 30, 2025 decreased 0.4% on a reported basis, which includes the effects of the divestiture of the MSP Business in the first quarter of 2025, and increased 3.6% on an organic basis compared to the prior period, which was primarily due to outgrowing both our Automotive and HVOR end markets.

Performance Sensing net revenue for the nine months ended September 30, 2025 decreased 6.5% on a reported basis and 3.6% on an organic basis compared to the prior period, which was primarily due to lower HVOR production levels in North America and Europe.

Sensing Solutions

Sensing Solutions net revenue for the three months ended June 30, 2025 increased 8.6% on a reported basis and 10.7% on an organic basis compared to the prior period, which is primarily due to content growth in our industrial market.

Sensing Solutions net revenue for the six months ended June 30, 2025 increased 5.0% on a reported basis and 7.4% on an organic basis compared to the prior period, which is primarily due to content growth in our industrial market.

Sensing Solutions net revenue for the three months ended September 30, 2025 increased 0.2% on a reported basis and 2.5% on an organic basis compared to the prior period, which is primarily due to content growth in our HVAC and aerospace end markets.

Sensing Solutions net revenue for the nine months ended September 30, 2025 increased 3.3% on a reported basis and 5.6% on an organic basis compared to the prior period, which is primarily due to content growth in our HVAC and aerospace end markets.

Operating Costs and Expenses

Operating costs and expenses for the three and six months ended June 30, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table.

Operating costs and expenses for the three and nine months ended September 30, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table.

Amounts and percentages in the table below have been calculated based on unrounded numbers.

Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

For the three months ended For the six months ended

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

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Amount Percent

7 unchanged sentences

Amortization of intangible assets 19.6 2.1 44.7 4.6 61.4 2.2 122.3 4.0

Goodwill impairment charge 225.7 24.2 150.1 15.3 225.7 8.1 150.1 5.0

Restructuring and other charges, net 18.2 1.9 140.6 14.3 31.8 1.1 144.9 4.8

1 unchanged sentence

Cost of revenue

For the three months ended June 30, 2025, cost of revenue as a percentage of net revenue decreased from the prior period, primarily due to a decrease in product line and product lifecycle management charges, partially offset by the unfavorable effect of changes in foreign currency exchange rates.

For the six months ended June 30, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the net impacts of inflation on material and logistics costs and pricing recoveries from customers and (2) unfavorable product mix, partially offset by the favorable effect of changes in foreign currency exchange rates.

For the three and nine months ended September 30, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the net impacts of inflation on material and logistics costs and pricing recoveries from customers, (2) increases in charges for a slower than expected adoption of electric vehicles, which resulted in excess capacity and other charges, and (3) unfavorable product mix, partially offset by the favorable effect of changes in foreign currency exchange rates.

Research and development expense

For the three and six months ended June 30, 2025, research and development expense decreased primarily as a result of the divestiture of the Insights Business in the third quarter of 2024 and restructuring actions impacting certain product lines.

For the three and nine months ended September 30, 2025, research and development expense decreased primarily as a result of the divestiture of the Insights Business in the third quarter of 2024 and restructuring actions impacting certain product lines.

Selling, general and administrative expense

For the three and six months ended June 30, 2025, SG&A expense did not fluctuate materially from the prior periods.

For the three months ended September 30, 2025, SG&A expense decreased from the prior period, primarily due to costs and charges related to the third quarter 2024 sale of the Insights Business (including $5.8 million of accelerated vesting of restricted securities granted to employees of the Insights Business).

Refer to Note 4:

Share-Based Payment Plans and Note 16:

Disposals of the Financial Statements, included elsewhere in this Report, for additional information on share-based compensation related to restricted securities and the sale of the Insights Business, respectively.

For the nine months ended September 30, 2025, SG&A expense did not fluctuate materially from the prior periods.

Amortization of intangible assets

For the three and six months ended June 30, 2025, amortization of intangible assets decreased from the prior period, primarily due to the divestiture of the Insights Business, resulting in approximately $9.8 million and $19.7 million, respectively, of lower amortization expense during fiscal year 2025, and the effect of amortization of intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.

For the three and nine months ended September 30, 2025, amortization of intangible assets decreased from the prior period, primarily due to (1) $9.6 million of accelerated amortization related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, (2) the divestiture of the Insights Business, resulting in approximately $6.6 million and $26.2 million, respectively, of lower amortization expense during fiscal year 2025, and (3) the effect of amortization of

intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.

Goodwill impairment charge

In the third quarter of 2025, we recorded a $225.7 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment.

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.

This revised outlook led to downward revisions of forecasted future cash flows.

In the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment.

The primary indicator of impairment was revised projections of future cash flows that were lower than previous projections, including future cash flows that were delayed beyond management's initial expectations.

Refer to Note 13:

Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

Restructuring and other charges, net

In the three and six months ended June 30, 2025, restructuring and other charges, net increased from the prior periods, primarily due to the loss on the sale of the Magnetic Speed and Positioning business and charges associated with the 2H 2024 Plan.

In the three months ended September 30, 2025, restructuring and other charges, net decreased from the prior period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024, and (2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, partially offset by charges related to the loss on the sale of the Magnetic Speed and Positioning business in the first quarter of 2025.

In the nine months ended September 30, 2024, restructuring and other charges, net decreased from the prior year period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024, and 2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, partially offset by (1) the loss on the sale of the Magnetic Speed and Positioning business in the first quarter of 2025, and (2) charges associated with the 2H 2024 Plan.

Refer to Note 5:

1 unchanged sentence

Disposals of the Financial Statements, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.

Operating Income

For the three months ended June 30, 2025, operating income was $138.1 million, compared to $129.9 million in the prior period.

This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a $17.9 million decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans, partially offset by (1) the impact of organic revenue declines and (2) the dispositions of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

For the six months ended June 30, 2025, operating income was $260.3 million, compared to $274.7 million in the prior period.

This unfavorable impact was driven primarily by (1) the impact of organic revenue declines and (2) the disposition of the Insights Business in the third quarter of 2024, partially offset by (1) the favorable impact of foreign exchange rates, (2) a $35.8 million decrease in amortization of intangibles and (3) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans.

Operating (Loss)/Income

For the three months ended September 30, 2025, operating loss was $122.9 million, compared to the operating loss of $199.2 million in the prior period.

This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a $25.1 million decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

For the nine months ended September 30, 2025, operating income was $137.4 million, compared to $75.5 million in the prior period.

This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

Interest Expense

For the three and six months ended June 30, 2025, interest expense did not fluctuate materially from the prior periods.

For the three and nine months ended September 30, 2025, interest expense did not fluctuate materially from the prior periods.

Interest Income

For the three and six months ended June 30, 2025, interest income did not fluctuate materially from the prior periods.

For the three and nine months ended September 30, 2025, interest income did not fluctuate materially from the prior periods.

Other, net primarily includes currency remeasurement gains and losses on net monetary assets, gains and losses on foreign currency and commodity forward contracts not designated as hedging instruments, mark-to-market gains and losses on investments, losses related to debt refinancing, and the portion of our net periodic benefit cost excluding service cost.

For the three months ended June 30, 2025, other, net represented a net gain of $0.9 million, an unfavorable impact on earnings of $3.2 million compared to a net gain of $4.1 million in the prior period.

This unfavorable impact was primarily due to a lesser gain recognized on commodity forward contracts and the currency remeasurement of net monetary assets in 2025 compared to the prior period.

For the six months ended June 30, 2025, other, net represented a net gain of $3.1 million, a favorable impact on earnings of $10.5 million compared to a net loss of $7.4 million in the prior period.

For the three months ended September 30, 2025, other, net represented a net gain of $6.9 million, a favorable impact on

earnings of $19.2 million compared to a net loss of $12.3 million in the prior period.

This favorable impact was primarily due to the absence of the loss on the redemption of the 5.0% senior notes due 2025 (the "5.0% Senior Notes") recognized in 2024 and

a larger gain on commodity forward contracts in the current period.

For the nine months ended September 30, 2025, other, net represented a net gain of $9.9 million, a favorable impact on earnings of $29.7 million compared to a net loss of $19.7 million in the prior period.

This favorable impact was primarily due to the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative, the absence of the loss on the redemption of the 5.0% Senior Notes in the prior year, and a larger gain on commodity forward contracts in the current period.

Refer to Note 13:

1 unchanged sentence

Other, Net of the Financial Statements, included elsewhere in this Report, for additional details of our hedge accounting contracts and the components of other, net, respectively.

Provision for Income Taxes

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;

Provision for/(benefit from) Income Taxes

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.

During the third quarter of both 2025 and 2024 our provision for income taxes was unfavorably impacted by the impairment of nondeductible goodwill.

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.

qualified pension plan.

Non-GAAP Financial Measures

26 unchanged sentences

Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software.

Free cash flow conversion is defined as Free cash flow divided by Adjusted net income.

We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.

49 unchanged sentences

The following tables present reconciliations of certain financial measures calculated in accordance with U.S.

GAAP to the related non-GAAP financial measures for the three months ended June 30, 2025 and 2024.

GAAP to the related non-GAAP financial measures for the three months ended September 30, 2025 and 2024.

Refer to the Non-GAAP Adjustments section above for additional information regarding these adjustments.

Amounts and percentages in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

For the three months ended June 30, 2025

(Dollars in millions, except per share amounts) Operating Income Operating Margin Income Taxes Net Income Diluted EPS

For the three months ended September 30, 2025

(Dollars in millions, except per share amounts) Operating (Loss)/Income Operating Margin Income Taxes Net (Loss)/Income Diluted EPS

Reported (GAAP) $ (122.9) (13.2) % $ 14.1 $ (162.5) $ (1.12)

7 unchanged sentences

Amortization of debt issuance costs — — — 1.2 0.01

— — (0.1) (1.0) (0.01)

Other, net — — 1.4 (5.4) (0.04)

Deferred taxes and other tax related

2 unchanged sentences

Adjusted (non-GAAP) $ 179.6 19.3 % $ 18.8 $ 129.6 $ 0.89

For the three months ended June 30, 2024

(Dollars in millions, except per share amounts) Operating Income Operating Margin Income Taxes Net Income Diluted EPS

For the three months ended September 30, 2024

(Dollars in millions, except per share amounts) Operating (Loss)/Income Operating Margin Income Taxes Net (Loss)/Income Diluted EPS

Reported (GAAP) $ (199.2) (20.3) % $ (219.6) $ (25.0) $ (0.17)

12 unchanged sentences

The following tables present reconciliations of certain financial measures calculated in accordance with U.S.

GAAP to the related non-GAAP financial measures for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025

(Dollars in millions, except per share amounts) Operating Income Operating Margin Income Taxes Net Income Diluted EPS

GAAP to the related non-GAAP financial measures for the nine months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025

(Dollars in millions, except per share amounts) Operating Income Operating Margin Income Taxes Net (Loss)/Income Diluted EPS

Reported (GAAP) $ 137.4 4.9 % $ 79.9 $ (31.9) $ (0.22)

11 unchanged sentences

Adjusted (non-GAAP) $ 525.2 18.8 % $ 55.9 $ 373.6 $ 2.54

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

(Dollars in millions, except per share amounts) Operating Income Operating Margin Income Taxes Net Income Diluted EPS

13 unchanged sentences

Adjusted (non-GAAP) $ 573.6 19.0 % $ 67.5 $ 407.8 $ 2.70

(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and six months ended June 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

For the three months ended June 30,

For the six months ended June 30,

(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and nine months ended September 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

For the three months ended September 30, For the nine months ended September 30,

(In millions) 2025 2024 2025 2024

2 unchanged sentences

261.8 150.1 262.1 150.1

Income tax effect (ii)

Income tax effect

(4.0) (1.2) (3.1) (2.4)

Total non-GAAP restructuring related and other (iii)

Total non-GAAP restructuring related and other

$ 263.9 $ 210.7 $ 299.4 $ 238.2

1 unchanged sentence

Primarily includes charges related to repositioning our business and corporate functions to more effectively respond to the challenges that face the business, including severance, contract termination costs, charges related to asset write-downs, and other various restructuring-related charges.

We treat deferred taxes as a non-GAAP adjustment.

Accordingly, the income tax effect of the restructuring related and other non-GAAP adjustment refers only to the current income tax effect.

Total presented is the non-GAAP adjustment to net income.

Certain portions of these adjustments are non-operating and are excluded from the non-GAAP adjustments to operating income.

(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and six months ended June 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

For the three months ended June 30,

For the six months ended June 30,

Relates primarily to $225.7 million and $150.1 million in non-cash goodwill impairment charges recognized in the third quarter of 2025 and 2024, respectively, related to the Dynapower reporting unit.

Also includes costs related to optimization of our manufacturing processes to increase productivity and rationalize our manufacturing footprint and supply chain workforce rationalization in response to changing customer demand and recent U.S.

Government policy changes.

(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and nine months ended September 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

For the three months ended September 30, For the nine months ended September 30,

(In millions) 2025 2024 2025 2024

4 unchanged sentences

Acquisition-related depreciation

Income tax effect (iii)

Income tax effect

— (0.5) 0.1 (1.7)

Total financing and other transaction costs (iv)

Total financing and other transaction costs

$ 15.0 $ 131.6 $ 24.1 $ 137.8

1 unchanged sentence

Primarily includes losses or gains related to the divestiture of a business, costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or other transaction.

In the six months ended June 30, 2025, this line includes costs and losses associated with the disposition of the Magnetic Speed and Positioning ("MSP") Business.

In the nine months ended September 30, 2025, this line includes costs and losses associated with the disposition of the MSP Business.

In the three and nine months ended September 30, 2024, this line includes costs and losses associated with the sale of the Insights business.

Refer to Note 16:

1 unchanged sentence

Primarily relates to earnout compensation arrangements entered into concurrent with the closing of an acquisition and compensation in connection with the closing of a transaction.

We treat deferred taxes as a non-GAAP adjustment.

Accordingly, the income tax effect of financing and transaction related and other non-GAAP adjustment refers only to the current income tax effect.

Total presented is the non-GAAP adjustment to net income.

Certain portions of these adjustments are non-operating and are excluded from the non-GAAP adjustments to operating income.

(c) In the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of all our intangible assets.

The three and six months ended June 30, 2024 have not been recast.

If we had recast this non-GAAP measure for the three and six months ended June 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.8 million and $3.2 million, respectively.

The three and nine months ended September 30, 2024 have not been recast.

If we had recast this non-GAAP measure for the three and nine months ended September 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.2 million and $4.4 million, respectively.

The following table provides a reconciliation of net cash provided by operating activities in accordance with U.S.

GAAP to free cash flow.

For the six months ended June 30,

For the nine months ended September 30,

(In millions) 2025 2024

4 unchanged sentences

GAAP to adjusted corporate and other expenses.

For the three months ended June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

(In millions) 2025 2024 2025 2024

4 unchanged sentences

Adjusted corporate and other expenses (non-GAAP) $ (61.1) $ (49.0) $ (169.3) $ (158.9)

The following table provides a reconciliation of net income in accordance with U.S.

The following table provides a reconciliation of net (loss)/income in accordance with U.S.

GAAP to adjusted EBITDA.

For the three months ended June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

(In millions) LTM 2025 2024 2025 2024

Net (loss)/income

$ (26.1) $ (162.5) $ (25.0) $ (31.9) $ 122.7

Interest expense, net 136.1 32.4 33.1 99.3 102.8

(Benefit from)/provision for income taxes (124.3) 45.1 27.3 65.8 49.9

Provision for/(benefit from) income taxes 109.3 14.1 (219.6) 79.9 (169.7)

Depreciation expense 194.1 53.4 33.7 127.7 100.7

7 unchanged sentences

The following table provides a reconciliation of total debt and finance lease obligations in accordance with U.S.

GAAP to gross and net leverage ratios.

(Dollars in millions) June 30,

GAAP to gross and net debt balances and leverage ratios.

(Dollars in millions) September 30,

2025 December 31,

14 unchanged sentences

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

(In millions) June 30,

As of September 30, 2025 and December 31, 2024, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

(In millions) September 30,

2025 December 31,

12 unchanged sentences

Our cash and cash equivalents balances are held in the following significant currencies (amounts in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

As of June 30, 2025

As of September 30, 2025

(In millions) United States Dollar ("USD")

17 unchanged sentences

USD Equivalent $ 10.1 $ 4.5 $ 199.2 $ 10.7

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2025 and 2024.

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2025 and 2024.

We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report.

1 unchanged sentence

Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

For the six months ended

(In millions) June 30, 2025 June 30, 2024

For the nine months ended

(In millions) September 30, 2025 September 30, 2024

Net cash provided by/(used in):

Operating activities:

Net income adjusted for non-cash items

Net (loss)/income adjusted for non-cash items

$ 443.6 $ 423.3

6 unchanged sentences

Operating activities.

Net cash provided by operating activities for the six months ended June 30, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.

Net cash provided by operating activities for the nine months ended September 30, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.

Investing activities.

Net cash used in investing activities for the six months ended June 30, 2025 was $33.6 million compared to a use of cash of $85.2 million for the corresponding period of the prior year.

This change was primarily due to a reduction in capital expenditures and proceeds received from the sale of the MSP Business.

Net cash used in investing activities for the nine months ended September 30, 2025 was $44.4 million compared to cash provided of $15.2 million for the corresponding period of the prior year.

This change was primarily due to lower proceeds received from the sale of the MSP Business in 2025 compared to the proceeds received from the sale of the Insights Business in 2024 and lower capital expenditures in the current period.

Refer to Note 16:

Disposals for additional information.

For fiscal year 2025, we anticipate capital expenditures of approximately $150.0 million, which we expect to fund with cash on hand.

For fiscal year 2025, we may spend up to $150.0 million on capital expenditures, which we expect to fund with cash on hand.

Financing activities .

Net cash used in financing activities for the six months ended June 30, 2025 was 160.8 million compared to cash provided by financing activities of 365.1 million in the corresponding period of the prior year, primarily due to the issuance of the $500.0 million aggregate principal amount of 6.625% senior notes due 2032, partially offset by an increase in the amount of cash paid to repurchase ordinary shares in the current period and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year.

Net cash used in financing activities for the nine months ended September 30, 2025 was $181.0 million compared to cash used in financing activities of $400.3 million in the corresponding period of the prior year.

This change was primarily due to the early redemption of our $700.0 million 5.0% Senior Notes in the third quarter of 2024, the increase in the amount of cash paid to repurchase ordinary shares in the current period, and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year, and was partially offset by the issuance of the 6.625% senior notes due 2032 in the second quarter of 2024.

Refer to Note 12:

1 unchanged sentence

Indebtedness and Liquidity

As of June 30, 2025, we had $3.2 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.

As of September 30, 2025, we had $3.2 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.

Capital Resources

Senior Secured Credit Facilities

In September, we entered into the Fourteenth Amendment which (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.

Sources of liquidity

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the 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.

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.

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

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

This Revolving Credit Facility includes an accordion feature under which maximum borrowings may be increased under certain circumstances.

3 unchanged sentences

Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios.

As of July 17, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook.

As of October 21, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook.

Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

2 unchanged sentences

The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness).

These provisions were not triggered during the six months ended June 30, 2025.

These provisions were not triggered during the nine months ended September 30, 2025.

The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments.

1 unchanged sentence

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources included in our 2024 Annual Report.

These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs and will be evaluated periodically with respect to future potential funding of those programs.

As of June 30, 2025, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

programs and will be evaluated periodically with respect to future potential funding of those programs.

As of September 30, 2025, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

Share repurchase programs

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time.

We currently have authorization for the September 2023 Program, under which approximately $282.4 million remained available as of June 30, 2025.

In the six months ended June 30, 2025, and 2024, we repurchased 4.2 million and 0.3 million ordinary shares under the September 2023 Program.

In the six months ended June 30, 2025 and 2024, we paid aggregate cash dividends of $35.5 million and $36.1 million, 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.

We currently have authorization for the September 2023 Program, under which approximately $282.4 million remained available as of September 30, 2025.

In the nine months ended September 30, 2025, and 2024, we repurchased 4.2 million and 1.3 million ordinary shares under the September 2023 Program.

In the nine months ended September 30, 2025 and 2024, we paid aggregate cash dividends of $52.9 million and $54.3 million, respectively.

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.

In October 2025, we 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.

Critical Accounting Policies and Estimates

4 unchanged sentences

It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes.

No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first six months of 2025.

No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first nine months of 2025.

Quantitative and Qualitative Disclosures About Market Risk.

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis