Item 1. Financial Statements
Item 1. Financial Statements.
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(unaudited)
September 30,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 791,347 $ 593,670
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
Inventories 641,367 614,455
Prepaid expenses and other current assets 150,589 158,934
Total current assets 2,308,301 2,027,239
Property, plant and equipment, net 775,748 821,653
Goodwill 3,158,164 3,383,800
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
Deferred income tax assets 289,428 288,189
Other assets 108,181 129,505
Total assets $ 7,069,959 $ 7,143,264
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt and finance lease obligations $ 2,234 $ 2,414
Accounts payable 461,021 362,186
Income taxes payable 35,284 29,417
Accrued expenses and other current liabilities 295,872 317,341
Total current liabilities 794,411 711,358
Deferred income tax liabilities 235,716 235,689
Pension and other post-retirement benefit obligations 32,616 27,910
Finance lease obligations, less current portion 19,596 20,984
Long-term debt, net 3,181,373 3,176,098
Other long-term liabilities 87,740 80,782
Total liabilities 4,351,452 4,252,821
Commitments and contingencies (Note 11)
Shareholders’ equity:
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
2,261 2,257
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 )
Additional paid-in capital 1,891,189 1,872,577
Retained earnings 2,251,159 2,340,203
Accumulated other comprehensive loss ( 23,451 ) ( 42,543 )
Total shareholders' equity 2,718,507 2,890,443
Total liabilities and shareholders' equity $ 7,069,959 $ 7,143,264
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
Operating costs and expenses:
Cost of revenue 672,602 701,463 1,968,373 2,115,137
Research and development 33,034 42,685 102,432 133,324
Selling, general and administrative 85,763 102,453 259,622 283,772
Amortization of intangible assets 19,601 44,732 61,362 122,332
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
Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512
Interest expense ( 37,715 ) ( 38,942 ) ( 113,367 ) ( 118,200 )
Interest income 5,313 5,857 14,070 15,397
Other, net 6,863 ( 12,294 ) 9,921 ( 19,741 )
(Loss)/income before taxes ( 148,427 ) ( 244,606 ) 47,994 ( 47,032 )
Provision for/(benefit from) income taxes 14,096 ( 219,572 ) 79,930 ( 169,722 )
Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690
Basic net (loss)/income per share $ ( 1.12 ) $ ( 0.17 ) $ ( 0.22 ) $ 0.81
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.
4
Table of Contents
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Comprehensive (Loss)/Income
(In thousands)
(unaudited)
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690
Other comprehensive income/(loss), net of tax:
Cash flow hedges 8,199 ( 28,943 ) 1,400 ( 34,469 )
Defined benefit and retiree healthcare plans — 14,186 504 14,621
Currency translation adjustment
3,511 30,176 17,188 11,557
Other comprehensive income/(loss) 11,710 15,419 19,092 ( 8,291 )
Comprehensive (loss)/income $ ( 150,813 ) $ ( 9,615 ) $ ( 12,844 ) $ 114,399
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
For the nine months ended
September 30, 2025 September 30, 2024
Cash flows from operating activities:
Net (loss)/income $ ( 31,936 ) $ 122,690
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
Goodwill impairment charge 225,700 150,100
Loss on sale of business
10,202 110,111
Share-based compensation 18,612 27,393
Loss on debt financing — 9,235
Amortization of intangible assets 61,362 122,332
Deferred income taxes ( 1,017 ) ( 235,943 )
Loss on equity investments, net
— 13,164
Other non-cash loss/(gain), net 29,451 ( 991 )
Acquisition-related compensation payments — ( 5,232 )
Changes in operating assets and liabilities, net of the effects of divestitures:
Accounts receivable, net ( 34,043 ) ( 29,568 )
Inventories ( 37,985 ) 19,389
Prepaid expenses and other current assets ( 20,193 ) ( 27,144 )
Accounts payable and accrued expenses 66,672 1,694
Income taxes payable 17 ( 7,753 )
Other 1,936 6,135
Net cash provided by operating activities 419,971 380,834
Cash flows from investing activities:
Additions to property, plant and equipment and capitalized software ( 81,586 ) ( 126,759 )
Proceeds from the sale of business, net of cash sold 35,635 138,312
Other 1,589 3,681
Net cash (used in)/provided by investing activities ( 44,362 ) 15,234
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares — 4,605
Payment of employee restricted stock tax withholdings ( 4,167 ) ( 9,746 )
Proceeds from borrowings on debt — 500,000
Payments on debt ( 1,542 ) ( 700,855 )
Dividends paid ( 52,937 ) ( 54,266 )
Payments to repurchase ordinary shares ( 120,600 ) ( 47,299 )
Purchase of noncontrolling interest in joint venture — ( 79,393 )
Payments of debt financing costs ( 1,765 ) ( 13,379 )
Net cash used in financing activities ( 181,011 ) ( 400,333 )
Effect of exchange rate changes on cash and cash equivalents 3,079 2,376
Net change in cash and cash equivalents 197,677 ( 1,889 )
Cash and cash equivalents, beginning of year 593,670 508,104
Cash and cash equivalents, end of period $ 791,347 $ 506,215
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
(unaudited)
Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss)/ Income Total Shareholders' Equity
Number Amount Number Amount
Balance as of June 30, 2025
176,868 $ 2,260 ( 31,230 ) $ ( 1,402,651 ) $ 1,883,944 $ 2,431,819 $ ( 35,161 ) $ 2,880,211
Surrender of shares for tax withholding — — ( 22 ) ( 655 ) — — — ( 655 )
Vesting of restricted securities 61 1 — — — ( 1 ) — —
Cash dividends paid — — — — — ( 17,481 ) — ( 17,481 )
Retirement of ordinary shares ( 22 ) 0 22 655 — ( 655 ) — —
Share-based compensation — — — — 7,245 — — 7,245
Net loss — — — — — ( 162,523 ) — ( 162,523 )
Other comprehensive income — — — — — — 11,710 11,710
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
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 )
Vesting of restricted securities 532 6 — — — ( 6 ) — —
Cash dividends paid — — — — — ( 52,937 ) — ( 52,937 )
Repurchase of ordinary shares — — ( 4,236 ) ( 120,600 ) — — — ( 120,600 )
Retirement of ordinary shares ( 166 ) ( 2 ) 166 4,167 — ( 4,165 ) — —
Share-based compensation — — — — 18,612 — — 18,612
Net loss — — — — — ( 31,936 ) — ( 31,936 )
Other comprehensive income — — — — — — 19,092 19,092
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 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 )
Vesting of restricted securities 209 3 — — — ( 3 ) — —
Cash dividends paid — — — — — ( 18,118 ) — ( 18,118 )
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
Net loss — — — — — ( 25,034 ) — ( 25,034 )
Other comprehensive income — — — — — — 15,419 15,419
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
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 )
Stock options exercised 119 1 — — 4,604 — — 4,605
Vesting of restricted securities 767 9 — — — ( 9 ) — —
Cash dividends paid — — — — — ( 54,266 ) — ( 54,266 )
Repurchase of ordinary shares — — ( 1,337 ) ( 48,786 ) — — — ( 48,786 )
Retirement of ordinary shares ( 264 ) ( 3 ) 264 9,746 — ( 9,743 ) — —
Share-based compensation — — — — 27,393 — — 27,393
Purchase of noncontrolling interest in joint venture — — — — ( 72,107 ) — — ( 72,107 )
Net income — — — — — 122,690 — 122,690
Other comprehensive loss — — — — — — ( 8,291 ) ( 8,291 )
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
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
SENSATA TECHNOLOGIES HOLDING PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive (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. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report").
We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"). Additionally, our business strategy involves leveraging new and emerging technologies, which complement our existing product offerings, and we refer to these trends collectively as “megatrends.” Our operating segments’ performance is primarily evaluated based on segment operating income. In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were previously excluded from segment operating income and included in corporate and other costs. Prior period amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment and to conform to current year presentation. Refer to Note 15: Segment Reporting for additional information.
All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain prior period amounts have been recast to conform to current year presentation.
2. New Accounting Standards
In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures , which requires (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 also includes certain other updates to improve the effectiveness of income tax disclosures. 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. 2023-09 will have on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income , which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement . ASU No. 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. 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.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): 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. 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. 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. The Company believes that the adoption of ASU No. 2025-05 will not have a material impact on its consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. 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
8
Table of Contents
development methods. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU can be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently evaluating the impact that the adoption of ASU No. 2025-06 will have on its consolidated financial statements and disclosures.
3. Revenue Recognition
The following table presents net revenue disaggregated by end market for the three and nine months ended September 30, 2025 and 2024:
For the three months ended September 30, 2025 For the three months ended September 30, 2024
PS SS Other Total PS SS Other Total
Automotive $ 503,694 $ 32,670 $ — $ 536,364 $ 496,707 $ 34,319 $ — $ 531,026
HVOR 153,242 4,830 — 158,072 162,943 6,213 — 169,156
Industrial — 130,767 — 130,767 — 143,622 — 143,622
HVAC — 55,595 — 55,595 — 40,135 — 40,135
Aerospace — 51,180 — 51,180 — 50,097 — 50,097
Other — — — — — — 48,794 48,794
Total $ 656,936 $ 275,042 $ — $ 931,978 $ 659,650 $ 274,386 $ 48,794 $ 982,830
For the nine months ended September 30, 2025 For the nine months ended September 30, 2024
PS SS Other Total PS SS Other Total
Automotive $ 1,500,190 $ 94,918 $ — $ 1,595,108 $ 1,570,489 $ 99,116 $ — $ 1,669,605
HVOR 459,387 17,233 — 476,620 526,400 20,601 — 547,001
Industrial — 371,255 — 371,255 — 419,512 — 419,512
HVAC — 197,376 — 197,376 — 119,446 — 119,446
Aerospace — 146,258 — 146,258 — 141,621 — 141,621
Other — — — — — — 127,889 127,889
Total $ 1,959,577 $ 827,040 $ — $ 2,786,617 $ 2,096,889 $ 800,296 $ 127,889 $ 3,025,074
9
Table of Contents
4. Share-Based Payment Plans
The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2025 and 2024:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Stock options $ — $ — $ — $ 569
Restricted securities (1)
7,245 15,449 18,612 26,824
Share-based compensation expense $ 7,245 $ 15,449 $ 18,612 $ 27,393
____________________________________
(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
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: Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value
Directors, various executives, and employees
RSU (1)
140 $ 26.23
Various executives and employees RSU (2)
951 $ 25.00
Various executives and employees PRSU (3)
261 $ 24.60
Various executives and employees PRSU (4)
261 $ 25.64
____________________________________
(1) These awards cliff vest up to one year from the grant date (various dates between January 2026 and June 2026).
(2) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between January 2028 and September 2028.
(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. 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.
5. Restructuring and Other Charges, Net
2H 2024 Plan
In the year ended December 31, 2024, we committed to a plan to reorganize our business (the “2H 2024 Plan”). The 2H 2024 Plan, consisting of involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery.
The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, are expected to impact approximately 240 positions. Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 16.6 million and $ 17.0 million, primarily related to reductions-in-force. The majority of the actions under the 2H 2024 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand.
Q3 2023 Plan
In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was
10
Table of Contents
commenced to adjust our cost structure and business activities.
The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, impacted 505 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 27.8 million and $ 28.3 million, primarily related to reductions-in-force. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand.
Spear Power Systems
In September 2024, we made the decision to exit the aerospace and defense business (the "Spear Aerospace Business") of Spear Power Systems (“Spear”). We entered into an agreement wherein a third party assumed control of a majority of the remaining Spear assets that closed in October 2024. The Spear Aerospace Businesses had been included in the Sensing Solutions reportable segment. Exiting Spear resulted in charges in the three and nine months ended September 30, 2024 of $ 25.6 million and $ 24.7 million, respectively.
Summary
The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2025, and 2024:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
2H 2024 Plan, net
$ 1,118 $ — $ 4,879 $ —
Q3 2023 Plan, net
1,098 13 3,900 308
Other restructuring and other charges, net
Severance charges, net
471 3,224 1,653 5,679
Loss on sale of business and related costs (1)
11,489 112,854 16,398 112,854
Acquisition-related compensation arrangements (2)
— 118 — 2,028
Facility and other charge (3)
3,990 24,415 4,928 24,028
Restructuring and other charges, net $ 18,166 $ 140,624 $ 31,758 $ 144,897
__________________________
(1) See Note 16: 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.
(3) Represents charges that are not included in one of the other classifications. 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.
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:
Total
Balance as of December 31, 2024
$ 6,087
Charges, net of reversals 2,883
Payments ( 5,422 )
Foreign currency remeasurement 263
Balance as of September 30, 2025
$ 3,811
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.
Other
In the three months ended June 30, 2024, we initiated certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations, which, for the three and 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. Of the costs recognized for the three and nine months ended September 30, 2024, $ 27.3 million and
11
Table of Contents
$ 40.5 million, respectively, were included within cost of revenue, with the remainder included within restructuring and other charges, net.
6. Other, Net
The following table presents the components of other, net for the three and nine months ended September 30, 2025 and 2024:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Currency remeasurement (loss)/gain on net monetary assets $ ( 2,179 ) $ ( 1,310 ) $ ( 2,239 ) $ 3,119
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
Loss on debt financing transactions — ( 9,235 ) — ( 9,235 )
Gain/(loss) on equity investments, net (1)
798 1,142 1,825 ( 13,164 )
Net periodic benefit cost, excluding service cost ( 586 ) ( 593 ) ( 1,743 ) ( 2,254 )
Other 811 353 2,142 ( 475 )
Other, net $ 6,863 $ ( 12,294 ) $ 9,921 $ ( 19,741 )
___________________________________
(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.
7. Income Taxes
The following table presents the provision for/(benefit from) income taxes for the three and nine months ended September 30, 2025 and 2024:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Provision for/(benefit from) income taxes $ 14,096 $ ( 219,572 ) $ 79,930 $ ( 169,722 )
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.
In July 2025, the U.S. enacted the One Big Beautiful Bill Act, which introduced significant changes to the federal tax code such as the permanent extension of select Tax Cuts and Jobs Act measures, updates to international tax rules, and the reinstatement of favorable business tax treatments. The One Big Beautiful Bill Act includes multiple effective dates, with some provisions retroactive to January 1, 2025, and others will become effective through 2027. The Company is continuing to evaluate the available elections, and the impact on our consolidated financial statements and disclosures; however, the Company expects the overall impacts of this legislation to be favorable.
8. Net (Loss)/Income per Share
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. For the three and nine months ended September 30, 2025 and
12
Table of Contents
2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:
For the three months ended For the nine months ended
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
Dilutive effect of stock options — — — 4
Dilutive effect of unvested restricted securities — — — 345
Diluted weighted-average ordinary shares outstanding 145,663 150,717 146,790 151,030
Net (loss)/income and net (loss)/income per share are presented in the condensed consolidated statements of operations.
Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net (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:
For the three months ended For the nine months ended
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
9. Inventories
The following table presents the components of inventories as of September 30, 2025 and December 31, 2024:
September 30,
2025 December 31,
2024
Finished goods $ 193,248 $ 193,167
Work-in-process 157,683 134,423
Raw materials 290,436 286,865
Inventories $ 641,367 $ 614,455
10. Debt
The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2025 and December 31, 2024:
Maturity Date September 30,
2025 December 31,
2024
4.0 % Senior Notes
April 15, 2029 $ 1,000,000 $ 1,000,000
4.375 % Senior Notes
February 15, 2030 450,000 450,000
5.875 % Senior Notes
September 1, 2030 500,000 500,000
3.75 % Senior Notes
February 15, 2031 750,000 750,000
6.625 % Senior Notes
July 15, 2032 500,000 500,000
Plus: debt premium, net of discount
821 997
Less: deferred financing costs ( 19,448 ) ( 24,899 )
Long-term debt, net $ 3,181,373 $ 3,176,098
Finance lease obligations $ 21,830 $ 23,398
Less: current portion ( 2,234 ) ( 2,414 )
Finance lease obligations, less current portion $ 19,596 $ 20,984
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. We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our
13
Table of Contents
$ 650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued. Refer to Note 14: Debt of our 2024 Annual Report for additional information related to our indebtedness.
Revolving Credit Facility
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. (“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”).
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.
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 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. As of September 30, 2025 and December 31, 2024, accrued interest totaled $ 34.0 million and $ 55.2 million, respectively.
Tender Offer
In October 2025, Sensata Technologies B.V. 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.
11. Commitments and Contingencies
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.
Cybersecurity Incident
In April 2025, we experienced a ransomware incident that encrypted certain devices in our network. The incident temporarily impacted our operations, but the incident did not have a material impact on the Company’s financial results and operations for the three and nine months ended September 30, 2025.
12. Shareholders' Equity
Purchase of Noncontrolling Interest in Joint Venture
In February 2024, we purchased the remaining 50 % interest in our joint venture with Dongguan Churod Electronics Co., Ltd. for approximately $ 79.4 million. Prior to the transaction, we had been consolidating the joint venture. The purchase of the 50 % non-controlling interest was accounted for as an equity transaction. No gain or loss was recognized in the condensed consolidated statements of operations. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity.
Cash Dividends
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. 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.
14
Table of Contents
Treasury Shares
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board at any time. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. In September 2023, our Board of Directors authorized a $ 500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.
In the three months ended September 30, 2025, we did not repurchase any ordinary shares. In the nine months ended September 30, 2025, we repurchased 4.2 million ordinary shares for $ 120.6 million. 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. All share repurchases in the three and nine months ended September 30, 2025 and 2024 were made under the September 2023 Program. As of September 30, 2025, $ 282.4 million remained available for repurchase under the September 2023 Program.
Accumulated Other Comprehensive Loss
The following table presents the components of accumulated other comprehensive loss for the 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 )
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
Other comprehensive income 1,400 504 17,188 19,092
Balance as of September 30, 2025 $ ( 6,513 ) $ ( 11,186 ) $ ( 5,752 ) $ ( 23,451 )
The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024:
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
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts $ 3,728 $ ( 202 ) $ ( 535 ) $ ( 1,072 ) Net revenue (1)
Foreign currency forward contracts 962 ( 6,429 ) 8,493 ( 22,268 ) Cost of revenue (1)
Total, before taxes 4,690 ( 6,631 ) 7,958 ( 23,340 ) (Loss)/income before taxes
Income tax effect ( 1,210 ) 1,710 ( 2,053 ) 6,021 Provision for/(benefit from) income taxes
Total, net of taxes $ 3,480 $ ( 4,921 ) $ 5,905 $ ( 17,319 ) Net (loss)/income
Defined benefit and retiree healthcare plans
Defined benefit and retiree healthcare plans $ 7 $ 161 $ 17 $ 728 Other, net
Defined benefit and retiree healthcare plans — 3,890 721 3,890 Restructuring and other charges, net
Total, before taxes 7 4,051 738 4,618 (Loss)/income before taxes
Income tax effect ( 7 ) 10,135 ( 234 ) 10,003 Provision for/(benefit from) income taxes
Total, net of taxes $ — $ 14,186 $ 504 $ 14,621 Net (loss)/income
___________________________________
(1) Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive loss in future periods.
15
Table of Contents
13. Fair Value Measures
Measured on a Recurring Basis
The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are shown in the below table.
September 30,
2025 December 31,
2024
Assets
Cash equivalents (Level 1) $ 557,763 $ 243,640
Foreign currency forward contracts (Level 2) 14,804 19,110
Commodity forward contracts (Level 2) 9,170 1,486
Total $ 581,737 $ 264,236
Liabilities
Foreign currency forward contracts (Level 2) $ 22,694 $ 27,648
Commodity forward contracts (Level 2) 54 1,262
Total $ 22,748 $ 28,910
Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.
Measured on a Nonrecurring Basis
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. 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. 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. As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy. A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value. 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. 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.
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
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.
September 30, 2025 December 31, 2024
Carrying Value (1)
Fair Value Carrying Value (1)
Fair Value
Liabilities
4.0 % Senior Notes
$ 1,000,000 $ 960,980 $ 1,000,000 $ 915,000
4.375 % Senior Notes
$ 450,000 $ 435,065 $ 450,000 $ 410,625
5.875 % Senior Notes
$ 500,000 $ 503,995 $ 500,000 $ 485,000
3.75 % Senior Notes
$ 750,000 $ 692,580 $ 750,000 $ 652,500
6.625 % Senior Notes
$ 500,000 $ 518,425 $ 500,000 $ 497,500
___________________________________
(1) Excluding any related debt discounts, premiums, and deferred financing costs.
In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the
16
Table of Contents
same issuer. 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.
14. Derivative Instruments and Hedging Activities
Foreign Currency Derivatives
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 :
Notional
(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge
Designation (1)
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
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
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
Notional
(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge
Designation (1)
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
744.0 CNY Various September 2024 Various from October 2025 to May 2026 USD to CNY 6.78 CNY Not designated
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) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes.
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
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
Balance Sheet Location September 30,
2025 December 31,
2024 Balance Sheet Location September 30,
2025 December 31,
2024
Derivatives designated as hedging instruments
Foreign currency forward contracts Prepaid expenses and other current assets $ 11,007 $ 15,717 Accrued expenses and other current liabilities $ 16,021 $ 17,018
Foreign currency forward contracts Other assets 3,797 2,936 Other long-term liabilities 3,722 4,042
Total $ 14,804 $ 18,653 $ 19,743 $ 21,060
Derivatives not designated as hedging instruments
Commodity forward contracts Prepaid expenses and other current assets $ 6,837 $ 1,413 Accrued expenses and other current liabilities $ 54 $ 902
Commodity forward contracts Other assets 2,333 73 Other long-term liabilities — 360
Foreign currency forward contracts Prepaid expenses and other current assets 1,710 457 Accrued expenses and other current liabilities 4,661 4,828
Foreign currency forward contracts Other assets — — Other long-term liabilities — 1,760
Total $ 10,880 $ 1,943 $ 4,715 $ 7,850
These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
17
Table of Contents
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive (loss)/income for the three months ended September 30, 2025 and 2024:
Derivatives designated as
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
Foreign currency forward contracts $ 1,663 $ ( 16,220 ) Net revenue $ ( 3,728 ) $ 202
Foreign currency forward contracts $ 4,695 $ ( 16,079 ) Cost of revenue $ ( 962 ) $ 6,429
Derivatives not designated as
hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income
2025 2024
Commodity forward contracts $ 6,670 $ 1,200 Other, net
Foreign currency forward contracts $ 1,349 $ ( 3,851 ) Other, net
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
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
Foreign currency forward contracts $ ( 37,421 ) $ 420 Net revenue $ 535 $ 1,072
Foreign currency forward contracts $ 31,349 $ ( 23,534 ) Cost of revenue $ ( 8,493 ) $ 22,268
Derivatives not designated as
hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income
2025 2024
Commodity forward contracts $ 12,682 $ 7,276 Other, net
Foreign currency forward contracts $ ( 2,746 ) $ ( 5,008 ) Other, net
Credit Risk Related Contingent Features
We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.
As of September 30, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 24.5 million. 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.
15. Segment Reporting
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. Our segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.
A segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment. Corporate and other costs excluded from a segment’s performance are separately stated below and include costs that are related to functional areas such as finance, information technology, legal, and human resources. The CODM uses operating income primarily in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of operating and capital resources to each segment. Significant expenses are reviewed by the CODM on a consolidated basis and not at the
18
Table of Contents
operating segment level. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2024 Annual Report.
The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in various systems and applications. 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.
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:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net revenue:
Performance Sensing
$ 656,936 $ 659,650 $ 1,959,577 $ 2,096,889
Sensing Solutions
275,042 274,386 827,040 800,296
Other
— 48,794 — 127,889
Total net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
Segment and non-segment operating expenses (1) :
Performance Sensing $ 501,310 $ 513,984 $ 1,514,199 $ 1,620,847
Sensing Solutions 189,968 193,588 577,864 567,529
Other — 36,725 — 99,835
Total segment and non-segment operating expenses $ 691,278 $ 744,297 $ 2,092,063 $ 2,288,211
Segment and non-segment operating income (as defined above):
Performance Sensing (1)
$ 155,626 $ 145,666 $ 445,378 $ 476,042
Sensing Solutions (1)
85,074 80,798 249,176 232,767
Other (1)
— 12,069 — 28,054
Total segment and non-segment operating income
240,700 238,533 694,554 736,863
Corporate and other ( 100,121 ) ( 102,304 ) ( 238,364 ) ( 244,022 )
Amortization of intangible assets ( 19,601 ) ( 44,732 ) ( 61,362 ) ( 122,332 )
Goodwill impairment charge
( 225,700 ) ( 150,100 ) ( 225,700 ) ( 150,100 )
Restructuring and other charges, net ( 18,166 ) ( 140,624 ) ( 31,758 ) ( 144,897 )
Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512
Interest expense ( 37,715 ) ( 38,942 ) ( 113,367 ) ( 118,200 )
Interest income 5,313 5,857 14,070 15,397
Other, net 6,863 ( 12,294 ) 9,921 ( 19,741 )
(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.
19
Table of Contents
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:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Depreciation and amortization:
Performance Sensing $ 30,085 $ 24,512 $ 79,164 $ 72,714
Sensing Solutions 4,947 4,000 12,823 11,903
Corporate and other (1)
37,922 49,916 97,028 138,427
Total depreciation and amortization $ 72,954 $ 78,428 $ 189,015 $ 223,044
__________________________
(1) Included within corporate and other is amortization of intangible assets, accelerated depreciation recognized in connection with restructuring actions, and depreciation of certain assets. We do not allocate these amounts to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker.
The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three and nine months ended September 30, 2025 and 2024:
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Additions to property, plant and equipment and capitalized software:
Performance Sensing $ 17,693 $ 29,568 $ 59,298 $ 87,824
Sensing Solutions 3,924 5,234 9,706 14,054
Corporate and other 2,009 5,858 12,582 18,673
Total additions to property, plant and equipment and capitalized software $ 23,626 $ 40,660 $ 81,586 $ 120,551
Geographic Area Information
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.
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net revenue:
Americas $ 381,561 $ 458,957 $ 1,134,026 $ 1,347,214
Europe 257,279 257,659 774,978 819,335
Asia and rest of world 293,138 266,214 877,613 858,525
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net revenue:
United States $ 371,985 $ 425,747 $ 1,087,489 $ 1,245,377
China 183,100 158,254 540,645 521,985
The Netherlands 218,600 214,418 662,497 698,604
United Kingdom 30,262 32,596 87,222 92,436
All other 128,031 151,815 408,764 466,672
Net revenue $ 931,978 $ 982,830 $ 2,786,617 $ 3,025,074
20
Table of Contents
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.
September 30,
2025 December 31,
2024
Property, plant and equipment, net:
Americas $ 272,973 $ 301,900
Europe 133,573 141,396
Asia and rest of world 369,202 378,357
Property, plant and equipment, net $ 775,748 $ 821,653
September 30,
2025 December 31,
2024
Property, plant and equipment, net:
United States $ 112,160 $ 121,783
China 246,326 266,104
Mexico 160,685 179,980
Bulgaria 97,348 108,093
United Kingdom 24,605 21,147
Malaysia 118,866 108,118
All other 15,758 16,428
Property, plant and equipment, net $ 775,748 $ 821,653
16. Disposals
Insights Business
In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds ("the Buyer"). The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets transferred to the Buyer.
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")
In November 2024, we executed a purchase agreement whereby we agreed to sell the MSP Business to a third party. The closing of the transaction occurred in the first quarter of 2025, at which time net assets transferred to the Buyer.
21
Table of Contents
Cautionary Statements Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crises, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors included in our 2024 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.