2024 ANNUAL REPORT
Helping our customers and partners deliver a safer, cleaner,
more efficient and electrified world.
Through our broad portfolio of mission-critical sensors, electrical
protection components and sensor-rich solutions, we help our
customers address increasingly complex engineering and operating
performance requirements.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________________________________________________________________
FORM 10-K
__________________________________________________________________________________________________________________________
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-34652
__________________________________________________________________________________________________________________________
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of registrant as specified in its charter)
__________________________________________________________________________________________________________________________
England and Wales
98-1386780
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
529 Pleasant Street, Attleboro, Massachusetts, 02703, United States
(Address of principal executive offices, including zip code)
+1 (508) 236 3800
(Registrant's telephone number, including area code)
__________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share
ST
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
__________________________________________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s ordinary shares held by non-affiliates at June 30, 2024 was approximately $5.6 billion based on the New York
Stock Exchange closing price for such shares on that date.
As of February 7, 2025, 149,551,960 ordinary shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Report incorporates information from certain portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of the end of the registrant's fiscal year ended December 31, 2024.
TABLE OF CONTENTS
PART I
4
Item 1.
Business
4
Item 1A.
Risk Factors
15
Item 1B.
Unresolved Staff Comments
27
Item 1C
27
Item 2.
30
Item 3.
30
Item 4.
Cybersecurity
Properties
Legal Proceedings Mine
Safety Disclosures
30
PART II
31
Item 5.
31
Item 6.
32
Item 7.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases
of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Item 7A.
59
Item 8.
61
Item 9.
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
124
Item 9A.
Controls and Procedures
124
Item 9B.
Other Information
129
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
129
PART III
129
Item 10.
Directors, Executive Officers and Corporate Governance
129
Item 11.
Executive Compensation
129
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
129
Item 13.
Certain Relationships and Related Transactions, and Director Independence
129
Item 14.
Principal Accounting Fees and Services
129
PART IV
130
Item 15.
130
Exhibits, Financial Statement Schedules
Signatures
135
[This page intentionally left blank]
Cautionary Statements Concerning Forward-Looking Statements
This Annual Report on Form 10-K (this "Report") 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
outlooks, trends, 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, dispositions, and the impact of such
transactions on our strategic plans, 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, and changes in existing
environmental or safety laws, regulations, and programs.
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 elsewhere in this 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 ("U.S.") Securities and Exchange Commission (the "SEC"). 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.
3
PART I
ITEM 1.
BUSINESS
The Company
The reporting company is 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," and "us." We
are a global industrial technology company that strives to help our customers and partners safely deliver a cleaner, more
efficient, electrified, and connected world. For more than 100 years, we have been developing and innovating a wide range of
customized solutions that address increasingly complex engineering and operating performance requirements for our customers'
mission-critical applications. We present financial information for two reportable segments, Performance Sensing and Sensing
Solutions.
We develop, manufacture, and sell sensors and sensor-rich solutions, electrical protection components and systems, and other
products. Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or
location of an object, into electronic signals that our customers’ products and solutions can act upon. Our electrical protection
portfolio (which includes both components and systems) is composed of various switches, fuses, battery management systems,
inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage
contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety. Other
products and services we provide include power conversion systems, which include inverters, converters, and rectifiers for
renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well
as industrial and defense applications.
Customers
Our customers in the Performance Sensing reportable segment include leading global automotive, on-road truck, construction,
and agriculture original equipment manufacturers ("OEMs") and the companies that supply parts directly to these OEMs,
known as Tier 1 suppliers. Within the Sensing Solutions reportable segment, our customers include a wide range of industrial
and commercial manufacturers and suppliers across multiple end markets, primarily OEMs in the climate control, appliance,
medical, energy and charging infrastructure, data/telecom, aerospace and defense industries, various aftermarket distributors, as
well as systems integrators and aerospace, motor and compressor distributors.
We have a history of helping our customers with their mission-critical, hard-to-do engineering challenges. We identify future
regulatory impacts and trends in our markets early and then work with our customers to help them adapt to these changes while
creating innovative solutions. This has allowed us to build trust through various market cycles and through periods of
significant change and disruption.
We believe large OEMs and other multinational companies are increasingly demanding a global presence to supply sensors and
electrical protection components for their key platforms. We provide all our customers with worldwide technical and
manufacturing presence and service support, which helps ensure supply continuity and avoid risks associated with potential
supply chain disruptions. Moreover, we have a strong knowledge of our customers' quality and delivery requirements. We also
see the growing importance of new ‘startup’ OEMs as potential market disruptors, and Sensata’s flexibility, speed, expertise,
and global footprint provide these new entrants with a supplier/partner capable of meeting their demanding requirements.
We have had relationships with our top ten customers for an average of 33 years. No customer exceeded 10% of our net
revenue in any of the years ended December 31, 2024, 2023, or 2022.
4
End Markets
The table below sets forth the amount of net revenue by end market, reconciled to total net revenue, for the years ended
December 31, 2024, 2023, and 2022:
For the year ended December 31,
(In thousands)
2024
2023
2022
Net revenue:
Automotive
$
2,208,416
$
2,177,189
$
2,107,651
HVOR (1)
693,939
715,961
675,238
Industrial, HVAC (2), and other
712,160
825,293
920,217
Aerospace
190,360
188,179
152,880
All other
127,889
147,461
173,276
Total net revenue
$
3,932,764
$
4,054,083
$
4,029,262
__________________________
(1)
Heavy vehicle and off-road
(2)
Heating, ventilation, and air conditioning
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate
our resources to support changes to our business strategy. The changes included moving the various assets and liabilities
comprising our vehicle area network and data collection businesses (the "Insights Business") out of Performance Sensing to a
new operating segment, which is not aggregated within either of our reportable segments. Prior year amounts in this Report
have been recast to reflect this realignment. Refer to Note 20: Segment Reporting of our audited consolidated financial
statements and accompanying notes thereto (the "Financial Statements") included elsewhere in this Report for additional
information.
Business Strategy
Anticipating and Leveraging Change in our End Markets
Over the next ten years we expect our end markets to undergo more pronounced changes than they have experienced during the
last fifty years. These changes present unprecedented growth opportunities, and by leveraging our core capabilities and global
footprint we are uniquely positioned to capitalize on these safe, clean, and efficient growth drivers.
Safe, Clean, & Efficient
Due to a combination of global regulation and shifting consumer preference, our customers are facing increasing demand to
make their products safer, cleaner, and more efficient. Many of our customers are shifting their designs for vehicles, industrial
equipment, aircraft, and other systems to meet these evolving requirements, a trend which we refer to as “Safe, Clean, &
Efficient." This trend impacts most of our business today and represents an addressable market of $15.6 billion in 2024.
We design and manufacture products and solutions for mission-critical, hard-to-do applications that enable our customers to
protect the environment and improve quality of life. Our products and solutions are being used by our customers in applications
to address the Safe, Clean, & Efficient demands, including those that help transportation customers to meet the standards of
emissions and pollution-control legislation and industrial customers to introduce new energy-efficient and environmentally
friendly motors, compressors, and HVAC systems.
For example, responding to tightening legislation requirements and proliferating content, we enable vehicle OEMs to improve
combustion, reduce tailpipe emissions, and increase fuel economy in both traditional internal combustion engines ("ICE") and
hybrid vehicles with a combination of sensors, such as pressure, high-temperature, and speed, in next-generation powertrains.
In addition, tightening HVOR emissions regulations in the U.S., Europe, and China have resulted in increased sensor content in
engines and exhaust after-treatment. Our differentiated operator controls and systems improve operator productivity and enable
simplified, improved, and safer operation, even in harsh conditions. Our tire pressure sensors are used by automotive and
HVOR OEMs to reduce downtime and operating costs, improve fuel efficiency, and create safer driving conditions. Also,
variable HVAC systems are the preferred method to meet stringent energy efficiency and environmental regulations, and our
pressure and temperature sensors are critical to optimize these systems and enable them to achieve higher levels of efficiency.
We consider these capabilities to be core to our historical success and will continue to be significant drivers of market
outgrowth in the future. We use the term "market outgrowth" to describe the difference between our organic revenue growth
5
and the underlying growth rates in the markets we serve. We believe this metric approximates the increase in the value or
quantities of the products that we are providing into those end markets.
Our objective with the Electrification initiative is to become a leading and foundational player in electrification components and
sub-systems across broad industrial, transportation, aerospace, recharging infrastructure, and renewable energy generation and
storage end markets. These components and solutions will support a future that is more environmentally sustainable and
efficient and include (1) components for electric vehicles ("EVs"), charging stations, and chargers and (2) mission-critical high-
voltage components and subsystems combined into high-value energy management or energy storage solutions. Throughout
this Report, we use the term “electric vehicles” or "EVs" holistically to reference plug-in hybrid and battery-electric vehicles of
all kinds, unless otherwise specified.
Due to the prevalence of ICE vehicles today, applications in these vehicles make up most of our current transportation
addressable markets (automotive and HVOR). These addressable markets are large today and growing, with expectations that
they will continue to grow over the next ten years. However, the automotive market is rapidly changing with the transformation
into electrification. Certain of our customers have made commitments regarding the transition from ICE to electrified platforms;
these commitments vary by region.
Manufacturers of material handling equipment, aircraft, and industrial systems are also addressing greenhouse gas ("GHG")
emissions regulations and taking advantage of falling battery costs and increasing energy capacities of battery cells to provide
electrified solutions to their customers. Addressing the increasing demand for electrified solutions, and reducing GHG
emissions, requires a broad-based transition to clean electricity that encompasses distribution infrastructure. These demands
have been met with more choices, better performance, and improved safety, all combining to advance electrification at a rapid
pace.
Many of the components and subsystems we have historically developed and produced, such as those used in braking, tires, and
environmental control in traditional ICE vehicles, will play a significant role in this expansion, as we can convert much of this
technology for use in electric vehicle applications. Specific to EVs, we also provide and are developing several components that
enable the safe and efficient operation of electrified platforms, such as high-voltage electrical protection, advanced temperature
and thermal management sensing, highly sensitive electric motor position, and next-generation current sensing.
We are a leading provider of high-voltage electrical protection components on EVs and charging infrastructure and we also
seek to be the partner of choice for HVOR, industrial, and aerospace OEMs transitioning to electrified solutions. We are
directly enabling direct current ("DC") fast charging through high-voltage components. We enable innovation by providing
higher levels of safety through our high-voltage solutions and isolation monitoring devices. Safety is critical given the level of
power being transmitted and handled by the end consumer charging their vehicle. We are also delivering higher power solutions
through a broad array and range of DC switching and current braking products, and we see meaningful growth opportunities
through collaborating with our OEMs on integrated products. Today, our high-voltage contactors are a critical component of
our electrification portfolio, and we have continued to build upon that organically and through acquisitions including current
sensing and battery management.
We meaningfully started our journey in high-voltage electrification with the 2018 acquisition of GIGAVAC, an industrial
contactor-infused business serving the North American market. Since then, we have continued to innovate our contactor
portfolio. Our GIGAVAC-branded high-voltage electrical protection products augment our electrical protection portfolio to
address many of the needs in EVs as these systems transition to higher voltage architecture. In high voltage applications, the
burden on the systems and subsystems to properly control and protect the vehicle from electrical failure becomes mission-
critical and is where our solutions play a critical role. Our electrical protection solutions safeguard the expensive electronics
used to power the vehicle and allow for an increase in power levels to improve charging times.
Our average U.S. dollar content in an electric vehicle is expected to expand over the next several years to approximately two
times the content that we currently realize on average for ICE vehicles, resulting from the broad array of electrical components
and sensors designed into EVs.
We continue to invest in innovative technologies, competencies, and solutions to enable our customers' success in
electrification.
Invest in the Business
While we may continue to consider strategic partnerships and acquisitions to accelerate the growth and transformation of our
product portfolio and to obtain access to new technologies, expertise, processes, and solutions, our primary focus is leveraging
the core business, which continues to have meaningful growth and cash flows. Our future success builds upon our deep
6
expertise in customizing the base technologies developed over the years, improving them meaningfully over time, and
leveraging new technologies and capabilities that have been acquired.
We incur research and development ("R&D") costs in order to invest in differentiated capabilities and product innovation. As a
result of these investments, our addressable market is large and expanding. We believe these are the right strategic decisions for
our long-term health and prosperity.
Manufacturing
We have achieved our current cost position through development of manufacturing scale and efficiencies, a continual process of
migration and transformation to best-cost manufacturing locations, global best-cost sourcing, product design improvements, and
ongoing productivity-enhancing initiatives. We also use our decades of manufacturing expertise to drive efficient, high-quality
processes. We leverage next-generation automation to lower labor costs and to drive towards zero defects.
We are building resilient supply chains with a balanced approach in ensuring the continuity of supply while aggressively
focusing on innovative ways to drive material cost down. Through collaboration and partnership across our project teams,
sourcing, and our supply base partners, we have identified and are executing on project-based material savings programs to help
mitigate inflation.
In addition, we continue to drive operational efficiencies with network analysis and optimization, lean initiatives, and
accelerating automation deployments to mitigate both labor shortages and wage inflation pressures in our factories.
Capital Allocation
We repaid our $700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes") in July
2024 with a combination of cash on hand and the issuance of our $500.0 million aggregate principal amount of 6.625% senior
notes due 2032 (the "6.625% Senior Notes"). We repaid our $400.0 million aggregate principal amount of 5.625% senior notes
due 2024 (the "5.625% Senior Notes") in December 2023 with cash on hand. In September 2023, our Board of Directors
authorized a new $500.0 million ordinary share repurchase program (the “September 2023 Program”), which replaced the
$500.0 million ordinary share repurchase program authorized in January 2022 (the "January 2022 Program"), effective on
October 1, 2023. Going forward, our capital allocation strategy is focused on supporting the growth of the business through
capital expenditures, maintaining our dividend, reducing our debt levels, and repurchasing shares opportunistically.
Performance Sensing
The Performance Sensing reportable segment accounted for approximately 70% of our net revenue in fiscal year 2024. It
primarily serves the Automotive and HVOR industries through the development and manufacture of sensors, high-voltage
solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.
Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure
monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust
management. Our products are used in subsystems that, among other things, improve operating performance and efficiency and
contribute to environmentally sustainable and safe solutions.
Our solutions are present in a wide variety of transportation systems and subsystems, playing a critical role in ensuring the
functionality and safety of a vehicle’s operation. Within the combustion and electrified propulsion architecture, we provide
various sensor solutions (e.g., electric motor position, gasoline direct injection, oil pressure monitoring, and fuel delivery) that
enable superior functionality, efficiency, and optimized performance while reducing environmental impact. As more
transportation platforms leverage a plug-in hybrid or fully electrified powertrain, the ability to protect the vehicle systems/sub-
systems from high-voltage power sources becomes critical, a need that our electrical protection portfolio (e.g., high-voltage
contactors, fuses, high-voltage junction boxes) addresses. Our cabin thermal management (e.g., pressure plus temperature
sensing) and safety (e.g., braking, electronic stability control, and tire management solutions) sensor/product solutions all play
critical roles in enabling the safety, improved performance, and increased efficiency and range across ICE, plug-in hybrid, and
electrified powertrains.
Applications we serve require close engineering collaboration between us and the OEM or their Tier 1 suppliers. Solutions are
designed to meet application-specific requirements with customer-specific fit, form, and function. As a result, OEMs and Tier 1
suppliers make significant investments in selecting, integrating, and testing sensors as part of their product development. Once
our solutions are designed into an application, we are well positioned as the incumbent supplier due to the high degree of sensor
customization and application/vehicle platform certification. This results in high switching costs for automotive and HVOR
manufacturers once a sensor is designed into a particular system or platform. We believe this is one of the reasons that sensors
are rarely changed during a platform life cycle, which in the case of the automotive industry typically lasts five to seven years.
7
OEMs and Tier 1 suppliers seek to partner with suppliers with a proven record of quality, on-time delivery, and performance, as
well as the engineering and manufacturing scale/resources to meet their needs over the multi-year lifecycle of these highly
engineered vehicles and systems.
Markets
The markets we serve are seeking to provide cleaner, safer, and connected solutions. Transportation industries provide some of
the largest markets for sensors, giving participants with a presence in these markets significant scale advantages over those
participating only in smaller, more niche industrial and medical markets. As electrified transportation platforms continue to
evolve and grow, we expect OEM and Tier 1 suppliers to continue to require sensing partners that can meet their increasing
needs for mission-critical sensors and solutions, enabling their global vehicle strategies.
We believe our automotive end market is light vehicle production and our heavy vehicle and off-road end market is on-road
production, agriculture production, and construction production.
We believe that growth in the automotive and HVOR end markets has historically been driven by three principal trends,
including growth in the number of vehicles produced globally and expansion in the number and type of sensors per vehicle.
Number of sensors per vehicle: We believe that the number of sensors used in vehicles of all classes will continue to be driven
by increasing requirements in vehicle emissions, efficiency, safety, electrification, and comfort-related control systems that
depend on sensors for proper functioning, such as electronic stability control, tire pressure monitoring, advanced driver
assistance, advanced combustion and exhaust after-treatment applications, and operator controls in heavy off-road equipment.
For example, government regulation of emissions, including fuel economy standards such as the National Highway Traffic
Safety Administration’s Corporate Average Fuel Economy requirements in the U.S. and emissions requirements such as "Euro
07" in Europe, "China National 6" in China, and "EPA 27" in the U.S. require advanced sensors to achieve these performance
metrics. Sensors are crucial enablers for a vehicle’s systems and sub-systems to meet the ever-increasing requirements in a
vehicle’s operation.
New Technology: Automobiles and heavy vehicles continue to evolve, with new alternative technologies being developed to
make these vehicles more efficient, reliable, financially viable, and safe. We believe this trend will drive growth in our business
for the foreseeable future. Moreover, we believe our broad customer base, global diversification, and evolving portfolio provide
the foundation that will allow us to grow with these trends across a diverse set of markets.
Product Categories
The following table presents the significant product categories offered by Performance Sensing and the corresponding key
products, solutions, applications, systems, and end markets:
Key Products/Solutions
Key Applications/Systems
Key End Markets
Product category: Sensors
Pressure sensors
High-temperature sensors
Thermal management and air conditioning systems
Powertrain
Exhaust after-treatment
Suspension
Braking
Tire management solutions
Battery packs
Automotive
HVOR
Product category: Electrical protection
High-voltage contactors/fuses
High-voltage distribution units
Battery management system
Charging inlet modules
Electrical protection
Electrical powertrain
Battery management
Charging systems
Automotive
HVOR
Competitors
Within each of the principal product categories in Performance Sensing, we compete with three to four suppliers per key
application served. These competitors range from local to large players, depending on the end market. We believe that the key
competitive factors in the markets served by this segment are product performance in mission-critical operating environments,
quality, service, reliability, manufacturing footprint, and commercial competitiveness. We believe that our ability to design and
produce customized solutions globally, breadth and scale of product offerings, technical expertise and development capability,
product service and responsiveness, and a commercially competitive offering position us well to succeed in these markets. We
are experts in the applications we serve, enabling us to provide industry-leading solutions to our customers.
8
Sensing Solutions
Sensing Solutions, which accounted for approximately 27% of our net revenue in fiscal year 2024, primarily serves the
industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor
and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, material
handling, operator controls, charging infrastructure, renewable energy generation, and microgrid applications and markets, as
well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.
Sensing Solutions offerings include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage
contactors, solid state relays, bimetal electromechanical controls, charge controllers, material handling, and power conversion
systems. Our products perform many functions, including prevention of damage from excess heat, gas leak detection sensing, or
electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power
conversion from DC power to alternating current power.
Our electrical protection devices are critical for the safe operation of appliances that are used in every day life. We believe that
we are the industry leader in the residential and commercial heating and cooling equipment markets for switches and sensors
that manage the refrigerant loop of an air conditioner.
Our clean energy products and solutions include high-voltage contactors, rectifiers, energy storage systems, and electrical
sensing products, that serve the industrial, transportation, stationary, and commercial energy conversion and storage end
markets. Applications include those in battery-energy storage, microgrids, and renewable energy generation and storage. Our
fiscal year 2022 acquisition of Dynapower was a foundational addition to our clean energy strategy. Dynapower is a leader in
power conversion systems, including inverters, converters, and rectifiers for renewable energy generation, electric vehicle
charging stations, and microgrid applications, as well as industrial and defense applications. Dynapower also provides
aftermarket sales and service to maintain its equipment in the field.
Markets
Demand for our sensor products is driven by many of the same factors as in the transportation sensor markets: regulation of
emissions, greater energy efficiency and safety, and consumer demand for new features. Gross Domestic Product growth is a
broad indicator of demand for our consolidated industrial markets over the long term. We use Purchasing Managers' Index to
gauge short-term trends in the industrial, appliance, and HVAC markets we serve. For instance, the growing consumer demand
for cleaner heat sources (e.g., heat pumps) that utilize our content is being driven by government initiatives to reduce carbon
emissions.
We continue to focus our efforts on expanding our presence globally and serving our global customers in a highly efficient and
cost-effective manner. Our customers include established multinationals as well as local producers in certain markets. China
remains a priority for us in light of the rapid growth and pace of innovation in that end market.
9
Product Categories
The following table presents the significant product categories offered by Sensing Solutions and the corresponding key
products, solutions, applications, systems, and end markets:
Key Products/Solutions
Key Applications/Systems
Key End Markets
Product category: Electrical protection
Bimetal electromechanical controls
Circuit breakers
High-voltage contactors/fuses
Battery management systems
Energy storage systems
Switches and relays
Motors, compressors, pumps
Home appliances
Lighting
Commercial and military aircraft
Industrial
Data and telecom equipment
Medical equipment
Recreational vehicles
Aerospace and defense
Industrial
HVAC
Medical
Energy/solar
Product category: Sensors
Position sensors
Pressure sensors
Temperature sensors
Gas leak detection sensors
Motors, compressors, pumps
Hydraulic machinery
Motion control systems
Commercial and military aircraft
Motor/platform controllers
Radar solutions
Operator controls
Aerospace and defense
Industrial automation
HVAC
Energy
HVOR
Aftermarket
Product category: Other
Power conversion systems
Rectifiers and frequency converters
Brushless DC motors
Current sensors
Grid harmonics and power delivery
Renewable power generation
Energy storage
Aerospace and defense
Competitors
Within each of the principal product categories in Sensing Solutions, we compete with divisions of large multinational
industrial corporations and companies with smaller market share that compete primarily in specific markets, applications,
systems, or products. We believe that the key competitive factors in these markets are product performance, quality, and
reliability. We believe our competitive advantage lies in our ability to leverage innovation from the automotive side of the
business, ensuring scalability and reliability. We also differentiate ourselves with our global support and footprint. We provide
local support, local service, and local technical engineering development for our customers globally.
Other
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate
our resources to support changes to our business strategy. The changes included moving various assets and liabilities
comprising our vehicle area networks and data collection business (collectively, the "Insights Business") out of Performance
Sensing to a new operating segment, which is not aggregated within either of our reportable segments. In September 2024, we
sold the Insights Business to a third party. See Note 21: Divestitures for additional information.
Technology and Intellectual Property
We pride ourselves as a world leader and early innovator in mission-critical, hard-to-develop sensor solutions. We develop
products that address increasingly complex engineering and operating performance requirements to help our customers solve
their most difficult engineering challenges in the automotive, HVOR, industrial, clean energy, and aerospace industries.
We believe that continued focused investment in R&D is critical to our future growth and maintaining our leadership positions
in the markets we serve. Our R&D efforts are directly related to the timely development of new and enhanced products that are
central to our business strategy. We continually develop our technologies to meet an evolving set of customer requirements and
new product introductions. We conduct such activities in areas we believe will increase our long-term revenue growth. Our
development expense is typically associated with engineering core technology platforms for specific applications and
engineering major upgrades that improve functionality or reduce the cost of existing products.
We benefit from many development opportunities at an early stage for several reasons: (1) we are the incumbent in many
systems for our key customers; (2) we have robust design and service capabilities; and (3) our global engineering teams are
located close to key customers in regional business centers. We work closely with our customers to deliver solutions that meet
their needs today and in the future. As a result of development lead times and the embedded nature of our products, we
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collaborate closely with our customers throughout the design and development phase of their products. Systems development
by our customers typically requires significant multi-year investment for certification and qualification, which are often
government or customer mandated. We believe the capital commitment and time required for this process significantly increase
the switching costs once a customer has designed and installed a particular sensor into a system.
We rely primarily on patents, trade secrets, manufacturing know-how, confidentiality procedures, and licensing arrangements to
maintain and protect our intellectual property rights. While we consider our patents to be valuable assets, we do not believe that
our overall competitive position is dependent on patent protection or that our overall business is dependent upon any single
patent or group of related patents. Many of our patents protect specific functionality in our products, and others consist of
processes or techniques that result in reduced manufacturing costs.
The following table presents information on our patents and patent applications as of December 31, 2024:
U.S.
Non-U.S.
Patents
301
650
Pending patent applications filed within the last five years
107
326
Our patents have expiration dates ranging over the next twenty years through 2045. We also own a portfolio of trademarks and
license various patents and trademarks. "Sensata" and our logo are trademarks.
We use licensing arrangements with respect to certain technology provided in our sensor and electrical protection products. In
2006, we entered into a perpetual, royalty-free cross-license agreement with our former owner, Texas Instruments Incorporated,
which permits each party to use specified technology owned by the other party in its business. No license may be terminated
under the agreement, even in the event of a material breach.
Raw Materials
We use a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products in
both our Performance Sensing and Sensing Solutions segments, including those containing certain commodities (e.g.,
semiconductors, resins, and metals), which may experience significant volatility in their price and availability due to, among
other things: new laws or regulations, including labor laws and the impact of tariffs; trade barriers and disputes; global
economic or political events, including government actions and labor strikes; suppliers' allocations to other purchasers;
interruptions in production by suppliers; increased logistics costs; changes in foreign currency exchange rates; and prevailing
price levels.
Seasonality
Because of the diverse global nature of the markets in which we operate, our net revenue is only moderately impacted by
seasonality. Sensing Solutions experiences some seasonality, specifically in its air conditioning and refrigeration products,
which tend to peak in the first two quarters of the year as inventories are built up for spring and summer sales. In addition,
Performance Sensing's net revenue tends to be weaker in the third quarter of the year as automotive OEMs retool production
lines for the coming model year.
Human Capital Resources
Our employees, whom we refer to as Team Sensata, are responsible for upholding our purpose – to help our customers and
partners deliver a safer, cleaner, and more efficient world – and they embody our values in all aspects of daily work. Our
corporate values are the essence of our identity, provide a level-set foundation, and are an important way for us to improve our
culture. Our values include passion, excellence, integrity, flexibility, and teamwork—working together towards common goals,
the latter of which we refer to as "One Sensata." In various countries, local law requires our participation in works councils. We
believe that our relations with our employees are good.
The following table presents a summary of our employee population as of December 31, 2024:
(in thousands)
Total
U.S. Based
Female
Covered by
Collective Bargaining
Employees
19.0
1.4
10.6
0.2
Contractors (1)
2.7
0.1
1.3
—
__________________________
(1)
We engage contract workers in multiple locations, primarily to cost-effectively manage variations in manufacturing
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volume, but also to perform engineering and other general services. Includes approximately 2,300 direct labor contract
workers worldwide.
One of our key areas of prioritization is to empower our workforce through promotion of a culture that values inclusion and
diversity and prioritizes employee well-being and safety. A summary of additional content in the Sustainability Report can be
found under the heading Sustainability included elsewhere in this Item 1: Business.
Belonging at Sensata
We believe in treating all people with respect and dignity. Each person brings unique value through their varying backgrounds
and life experiences, no matter their age, race, color, disability, ethnicity, family or marital status, gender identity or expression,
language, national origin, physical or mental ability, political affiliation, religion, sexual orientation, socio-economic status,
veteran status, and other characteristics that make our employees unique. It is our policy and practice to hire and employ
qualified individuals without regard to these characteristics.
We strive to create and foster a supportive and understanding environment in which ideas are shared freely, helping all
individuals realize their maximum potential within Sensata. An inclusive culture is fundamental to innovation and problem-
solving, improving our ability to innovate, and is vital to our business.
We sponsor various employee resource groups (“ERGs”), groups of employees that come together to work strategically, both
internally and externally, to benefit and advance their group members by fostering awareness, respect, and inclusion within the
workplace. Our ERGs provide our employees meaningful community and global engagement, networking and mentoring
opportunities, and an inclusive workplace culture. Through interaction with these groups, senior leadership can identify
emerging and high-potential talent, acquire cultural knowledge, hear directly from employees who face challenges inherent in
underrepresented groups, and strengthen diversity management skills.
Social and Human Rights Matters
We are committed to respecting internationally recognized human rights. We have policies related to our position on various
social and human rights matters, including child labor, forced labor, human trafficking, health and safety, non-discrimination,
and environmental matters. Each of these policies can be found on our website at www.sensata.com. Our human rights
expectations apply to all our personnel, business partners, and other parties involved directly in our operations, products, or
services.
We support the Universal Declaration of Human Rights, the International Labor Organization Declaration on Fundamental
Principles and Rights at Work, the United Nations Guiding Principles on Business and Human Rights, and the ten principles of
the United Nations Global Compact. We strive to adhere to the principles set forth in these standards, as they may apply to us
and the services we provide, and to comply with all applicable human rights and working condition laws, where we operate.
The working conditions of our employees are, at minimum, in compliance with internationally recognized labor standards and
the laws of the countries we operate in. When national law directly conflicts with international human rights standards or does
not fully comply with them, we seek ways to respect internationally recognized human rights.
Employee Engagement
Our long-term success depends on hiring, retaining, training, rewarding, and engaging employees. We strive to retain and
engage employees by providing competitive pay and benefits packages, a challenging and rewarding work experience, and by
consistently connecting how integral their work is to Sensata's larger purpose and to the work we do as a company. We survey
our employees semi-annually to understand where we are succeeding and how we can initiate improvements in these areas.
We focus our employee communications on continual engagement, providing updates on our business, technology, and
workforce, including learning opportunities. We work to provide our employees with information to help them feel connected
to the business and company strategy and purpose, what we are doing to be a responsible corporate citizen and community
neighbor, and how we add value to our customers and investors.
We recognize the importance of supporting our employees’ health and well-being. Accordingly, we regularly review our benefit
offerings with external advisers with deep industry expertise in risk insurance, health insurance, and other employee benefits for
advice and market expertise. We are committed to providing comprehensive and competitive benefits packages that attract,
retain, and enhance the well-being of our employees by supporting their physical, financial, and emotional wellness. Our
benefits include an array of quality health and income protection benefits. Some benefits are provided automatically at no cost
to employees, while the cost of other benefits is shared between the employee and Sensata.
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Our employees' health, safety, and well-being are a high priority and integral to our values. We consider safety a core value
embedded in the decisions we make across the company to protect our employees, business partners, and local communities.
Learning and Development
We believe that continued success in executing our business strategy requires us to provide a broad range of learning and
development programs and opportunities to our employees. We offer our employees an online global learning management
system ("Sensata Learning") that enables them to access live virtual and on-demand training. In fiscal year 2024, employees
completed over 96,000 hours of training spanning various required learning and professional development topics, including a
range of courses on diversity, inclusion, and ethics.
We have an integrated performance management process containing annual goal setting and periodic formal and informal
reviews and check-ins, ensuring that our employees are provided continual feedback on their performance regarding goals and
competencies. We also have templates for giving feedback anytime to employees, typically tied to performance as part of their
role, projects, and deliverables which help foster transparency and delivery of real-time feedback.
In addition, we have a robust talent and succession planning process and have established programs to support the development
of our talent pipeline for critical roles in management, engineering, and operations. On an annual basis, we conduct a leadership
review process with our chief executive officer, chief administrative officer, and business and functional leaders to identify key
talent for additional development opportunities and programs. This helps ensure optimal use of the talent for the benefit of both
the employee and Sensata.
Ethics
We have adopted a Code of Business Conduct and Ethics governing the conduct of our personnel, including our principal
executive officer, principal financial officer, principal accounting officer, and senior accounting personnel, and persons
performing similar functions. Our Code of Business Conduct and Ethics is modified from time to time and is available on the
investor relations page of our website at www.sensata.com under Corporate Governance. We have a three-part annual training
covering the topics discussed in the Code of Business Conduct and Ethics on Sensata Learning, our online global learning
management system.
We hold an annual "Integrity Week," which focuses on integrity as a core value of the organization and underscores our
commitment to operating responsibly, one of the four key priority areas outlined in our Sustainability Report. Integrity is at the
core of what we do—from how we govern ourselves to how we conduct our business and manage relationships with our
stakeholders. The most recent Integrity Week, in fiscal year 2024, focused on “Integrity in a Changing World.” By sharing best
practices and stories from their professional journeys, various executives and site leaders at Sensata illustrated how integrity is
not just about doing the right thing but how it is intrinsic to delivering value and sustainability for our company, environment,
and communities.
We believe our management team has the experience necessary to effectively execute our strategy and advance our product and
technology leadership. Our chief executive officer and business leaders average more than 20 years of industry experience.
They are supported by an experienced and talented management team dedicated to maintaining and expanding our position as a
global leader in the industry. For a discussion of the risks relating to the attraction and retention of management and executive
management employees, see Item 1A: Risk Factors included elsewhere in this Report.
Sustainability
Sustainability objectives are central to Sensata’s business strategy, values, and culture. We believe this strong, foundational
focus on sustainability makes Sensata a partner of choice for our customers, a desirable place to work for our employees, and a
valued contributor to the communities in which we operate. Today, our solutions serve as critical building blocks for making
safer, cleaner, and more efficient products, while our systems enable millions to make smarter, more sustainable choices. By
harnessing the passion and expertise of our people and working closely with our partners and customers, we are designing a
future where the smartest choice is also the most sustainable. At Sensata, inclusive cultures and diverse perspectives drive
success, and transparency and accountability are reflected in everything that we do. While a key part of our business is to
design solutions that support our customers’ transition to cleaner energy, we recognize the role we must play to combat climate
change by managing energy consumption and emissions resulting from our operations. We also recognize that a changing
climate may impact significant aspects of our business and the operation of our facilities.
Our sustainability efforts focus on four key areas of prioritization against which we measure progress:
•
Empowering our workforce: We nurture a culture that promotes diversity and inclusion and prioritizes employee health,
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safety, and well-being while supporting our communities and suppliers;
•
Innovating for Sustainability: We develop products and technology solutions that help create a safer, cleaner, more
efficient, electrified, and connected world;
•
Protecting Our Environment: We focus on building products that reduce environmental impact and improve
technological efficiencies while optimizing and reducing our operational footprint through energy, water, and waste
reduction; and
•
Operating Responsibly: We operate with integrity and high standards of business ethics to help us grow our business and
solve the need to safely deliver a cleaner, more efficient, electrified and connected world.
Additional information regarding our sustainability initiatives, as well as information on our progress towards our
commitments, is available in our annual Sustainability Report located on our website at www.sensata.com/sustainability.
Nothing on our website, including the aforementioned Sustainability Report, shall be deemed incorporated by reference into
this Report.
Environmental and Governmental Regulations
Our operations and facilities are subject to numerous environmental, health, and safety laws and regulations, both domestic and
foreign, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous
substances and wastes, and the cleanup of contaminated sites. We are not aware of any threatened or pending material
environmental investigations, lawsuits, or claims involving us or our operations.
Many of our products are governed by material content restrictions and reporting requirements, examples of which include:
European Union ("EU") regulations, such as Registration, Evaluation, Authorization, and Restriction of Chemicals ("REACH"),
Restriction of Hazardous Substances ("RoHS"), and End of Life Vehicle ("ELV"); U.S. regulations, such as the conflict
minerals requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act; and similar regulations in other
countries, such as the German Explosives Act. Further, numerous customers across all end markets require us to provide
declarations of compliance or, in some cases, extra material content documentation as a requirement of doing business with
them.
We are subject to compliance with laws and regulations controlling the import and export of goods, services, software, and
technical data. Certain of our products are subject to export regulations of the various jurisdictions in which we operate
(“Controlled Items”). The export of many such Controlled Items requires a license from the applicable government agency.
Licensing decisions are made based on the type of product, its destination, end use, end user, the parties involved in the
transaction, national security, and foreign policy. As a result, export license approvals are not guaranteed. We have a trade
compliance team and other systems in place to apply for licenses and otherwise comply with import and export regulations.
Any failure to maintain compliance with such regulations could limit our ability to import or export raw materials and finished
goods. These laws and regulations are subject to change, and any such change may limit or exclude existing or future business
opportunities, require us to change technology, or incur expenditures to comply with such laws and regulations.
Compliance with environmental and governmental regulations and meeting customer requirements have increased our cost of
doing business in various ways and may continue to do so in the future. We do not currently anticipate material capital
expenditures during fiscal year 2025 for environmental control facilities. We also do not believe that existing or pending
legislation, regulation, or international treaties or accords, whether related to environmental or other government regulations,
are reasonably likely to have a material adverse effect in the foreseeable future on our business or the markets we serve, nor on
our results of operations, capital expenditures, earnings, competitive position, or financial standing.
Available Information
We make available free of charge on our internet website (www.sensata.com) our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Our website and the information contained or incorporated therein are not intended to be
incorporated into this Report.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at www.sec.gov. The contents on, or accessible through, this website or our website
are not incorporated into this filing. Further, our references to the URLs for the SEC's website and our website are intended to
be inactive textual references only.
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ITEM 1A. RISK FACTORS
The following are important factors that could cause actual results or events to differ materially from those contained in any
forward-looking statements made by us or on our behalf. Investors should carefully consider these risks and all other
information in this Report before investing in our securities. The risks and uncertainties described below are not the only ones
we face. Our business is also subject to general risks that affect many other companies.
If actions taken by management to limit, monitor, or control enterprise risk exposures are not successful, our business and
consolidated financial statements could be materially adversely affected. In such case, the trading price of our common stock
and debt securities could decline and investors may lose all or part of their investment.
Business and Operational Risks
Adverse conditions in the industries upon which we are dependent, including the automotive industry, have had, and
may in the future have, adverse effects on our business.
We are dependent on market dynamics to sell our products, and our operating results could be adversely affected by cyclical
and reduced demand in these markets. Periodic downturns in our customers’ industries could significantly reduce demand for
certain of our products, which could have a material adverse effect on our results of operations, financial condition, and cash
flows.
Much of our business depends on, and is directly affected by, the global automobile industry. Sales in our automotive end
markets accounted for approximately 56% of our total net revenue in fiscal year 2024. Declines in demand such as experienced
as a result of the COVID-19 pandemic and other adverse developments like those we have seen in past years in the automotive
industry, including but not limited to customer bankruptcies and increased demands on us for lower prices, could have adverse
effects on our results of operations and could impact our liquidity and our ability to meet restrictive debt covenants. In addition,
these same conditions could adversely impact certain of our vendors’ financial solvency, resulting in potential liabilities or
additional costs to us to ensure uninterrupted supply to our customers.
Because of the prevalence of ICE vehicles today, applications in these vehicles make up most of our current transportation
addressable markets (automotive and HVOR). These addressable markets are large today and growing, with expectations that
they will continue to grow over the next ten years. However, the automotive market is rapidly changing with the transformation
into electrification. Many of the components and subsystems we have historically developed and produced, such as those used
in braking, tires, and environmental control from traditional ICE vehicles, will play a significant role in this expansion, as we
can convert much of this technology for use in electric vehicle applications. If the pace of customer adoption of EVs slows, and
this demand is not replaced by demand of more traditional vehicles served by our core ICE business, our results of operations,
financial condition, and cash flows could be materially adversely affected.
We may incur material losses and costs as a result of product liability, warranty, and recall claims that may be brought
against us.
We have been, and will continue to be, exposed to product liability and warranty claims in the event that our products actually
or allegedly fail to perform as expected, or the use of our products results, or is alleged to result, in death, bodily injury, and/or
property damage. Accordingly, we could experience material warranty or product liability losses in the future and incur
significant costs to defend these claims. In addition, if any of our products are, or are alleged to be, defective, we may be
required to participate in a recall of the underlying end product, particularly if the defect or the alleged defect relates to product
safety and/or regulatory non-compliance. Depending on the terms under which we supply products, an OEM may hold us
responsible for some or all of the repair or replacement costs of these products under warranty when the product supplied did
not perform as represented.
As we continue to develop products containing complex software systems designed to support today’s increasingly connected
vehicles, these systems result in potential increases to our risks in product safety, regulatory compliance, product liability,
warranty, and recall claims. In addition, the warranty period for certain electric vehicle components is generally eight to ten
years, which increases our risk for warranty claims over the life of a product.
In addition, a product recall could generate substantial negative publicity about our business and interfere with our
manufacturing plans and product delivery obligations as we seek to repair affected products. Our costs associated with product
liability, warranty, and recall claims could be material.
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We are dependent on market acceptance of our new product introductions and product innovations for future revenue,
and we may not realize all of the revenue or achieve anticipated gross margins from products subject to existing awards
or for which we are currently engaged in development.
Substantially all markets in which we operate are impacted by technological change or change in consumer tastes and
preferences, which are rapid in certain markets. Our operating results depend substantially upon our ability to continually
design, develop, introduce, and sell new and innovative products; to modify existing products; and to customize products to
meet customer requirements driven by such change. There are numerous risks inherent in these processes, including the risk
that we will be unable to anticipate the direction of technological change; that we will be unable to develop and market
profitable new products and applications before our competitors or in time to satisfy customer demands; the possibility that
investment of significant time and resources will not be successful; the possibility that the marketplace does not accept our
products or services; that we are unable to retain customers that adopt our new products or services; and the risk of additional
liabilities associated with these efforts.
Our ability to generate revenue from products pending customer awards is subject to a number of important risks and
uncertainties, many of which are beyond our control, including the number of products our customers will actually produce, as
well as the timing of such production. Many of our customer agreements provide for the supply of a certain share of the
customer’s requirements for a particular application or platform, rather than for a specific quantity of products. In some cases,
we have no remedy if a customer chooses to purchase less than we expect. In cases where customers do make minimum volume
commitments to us, our remedy for their failure to meet those minimum volumes may be limited to increased pricing on those
products that the customer does purchase from us or renegotiating other contract terms. There is no assurance that such price
increases or new terms will offset a shortfall in expected revenue. In addition, some of our customers may have the right to
discontinue a program or replace us with another supplier under certain circumstances. As a result, products for which we are
currently incurring development expenses may not be manufactured by our customers at all, or they may be manufactured in
smaller amounts than currently anticipated. Therefore, our anticipated future revenue from products relating to existing
customer awards or product development relationships may not result in firm orders from customers for the originally
contracted amount.
We also incur capital expenditures and other costs and price our products based on estimated production volumes. If actual
production volumes were significantly lower than estimated, our anticipated revenue and gross margin from those new products
would be adversely affected. We cannot predict the ultimate demand for our customers’ products, nor can we predict the extent
to which we would be able to pass through unanticipated per-unit cost increases to our customers.
Increasing costs for, or limitations on the supply of or access to, manufactured components and raw materials may
adversely affect our business and results of operations.
We use a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products in
both our Performance Sensing and Sensing Solutions segments, including those containing certain commodities (e.g.,
semiconductors, resins, and metals), which may experience significant volatility in their price and availability due to, among
other things, new laws or regulations, including the impact of tariffs, trade barriers, trade disputes, export or sourcing
restrictions, economic sanctions, and global economic or political events including government actions, labor strikes, suppliers'
allocations to other purchasers, interruptions in production by suppliers, changes in foreign currency exchange rates, and
prevailing price levels.
It has historically been difficult to pass increased prices for manufactured components and raw materials to our customers
through price increases. Therefore, a significant increase in the price or a decrease in the availability of these items, such as
those experienced in the global supply chain shortages of the past few years, could materially increase our operating costs and
materially and adversely affect our business and results of operations. The impact of these global supply chain shortages of the
past few years, including production delays on a vast and varied number of products across industries and geographies and
increased procurement and logistics costs, has been unprecedented. Accordingly, we continue to actively work with our
customers to share the inflationary burden of these factors. In addition, where possible, we have been working to adjust our
long-term supply agreements, strengthen our relationships with our suppliers, manage inventory on hand, increase visibility into
long-term supply and demand, and accelerate the use of alternate materials to increase supply chain visibility. If the future
impacts of these shortages are more severe than we currently expect, or if our efforts to share the inflationary burden of these
factors do not sufficiently offset our costs, it could result in deterioration of our results.
We have entered into hedge arrangements for certain metals used in our products in an attempt to minimize commodity pricing
volatility and may continue to do so from time to time in the future. Such hedges might not be economically successful. In
addition, these hedges do not qualify as accounting hedges in accordance with U.S. generally accepted accounting principles.
16
Accordingly, the change in fair value of these hedges is recognized in earnings immediately, which could cause volatility in our
results of operations from quarter to quarter.
Restructuring our business or divesting some of our businesses or product lines in the future may have a material
adverse effect on our results of operations, financial condition, and cash flows.
In pursuing our corporate strategy, we continue to evaluate the strategic fit of specific businesses and products and occasionally
dispose of or exit businesses and products. The success of this strategy is dependent upon our ability to identify appropriate
disposition targets, negotiate transactions on favorable terms, and complete transactions. Any divestitures may result in
significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect
on our results of operations and financial condition. Divestitures could involve additional risks, including difficulties in the
separation of operations, services, products, and personnel; the diversion of management's attention from other business
concerns; the disruption of our business; and the potential loss of key employees. There can be no assurance that we will be
successful in addressing these or any other significant risks encountered.
We also may seek to restructure our business in the future by relocating operations, disposing of certain assets, or consolidating
operations. There can be no assurance that any restructuring of our business will not adversely affect our financial condition,
leverage, or results of operations. In addition, any significant restructuring of our business will require significant managerial
attention, which may be diverted from our other operations.
Labor disruptions or increased labor costs have had, and may in the future have, adverse impacts on our business.
A material labor disruption or work stoppage at one or more of our manufacturing or business facilities could have a material
adverse effect on our business. In addition, work stoppages occur relatively frequently in the industries in which many of our
customers operate, such as the transportation industry. If one or more of our larger customers were to experience a material
work stoppage for any reason, that customer may halt or limit the purchase of our products. This could cause us to reduce
production levels or shut down production facilities relating to those products, which could have a material adverse effect on
our business, results of operations, and/or financial condition.
We operate in markets that are highly competitive and competitive pressures could require us to lower our prices or
result in reduced demand for our products.
We operate in markets that are highly competitive, and we compete on the basis of product performance in mission-critical
operating environments, quality, service, reliability, manufacturing footprint, and commercial competitiveness across the
industries and end markets we serve. A significant element of our competitive strategy is to design and manufacture high-
quality products that meet the needs of our customers at a commercially competitive price, particularly in markets where low-
cost, country-based suppliers, primarily in China with respect to the Sensing Solutions segment, have entered the markets or
increased their per-unit sales in these markets by delivering products at low cost to local OEMs. In addition, certain of our
competitors in the transportation sensor market are influenced or controlled by major OEMs or suppliers, thereby limiting our
access to these customers. These customers may choose to develop relationships with additional suppliers or elect to produce
some or all of these products internally, primarily to reduce risk of delivery interruptions or as a means of extracting more value
from us. Certain of our customers currently have, or may develop in the future, the capability to internally produce the products
that we sell to them and may compete with us with respect to those and other products and with respect to other customers.
Many of our customers, including transportation manufacturers and other industrial and commercial OEMs, demand annual
price reductions. If we are not able to offset continued price reductions through improved operating efficiencies and reduced
expenditures, these price reductions may have a material adverse effect on our results of operations and cash flows. In addition,
our customers occasionally require engineering, design, or production changes. In some circumstances, we may be unable to
cover the costs of these changes with price increases. Further, as our customers grow larger, they may increasingly require us to
provide them with our products on an exclusive basis, which could limit sales, cause an increase in the number of products we
must carry and, consequently, increase our inventory levels and working capital requirements. Certain of our customers,
particularly in the automotive industry, are increasingly requiring their suppliers to agree to their standard purchasing terms
without deviation as a condition to engage in future business transactions, many of which are increasing warranty requirements.
As a result, we may find it difficult to enter into agreements with such customers on terms that are commercially reasonable to
us.
17
Security incidents and other disruptions to our information technology ("IT") infrastructure could interfere with our
operations, compromise confidential information, and expose us to liability, which could have a material adverse impact
our business and reputation.
In the ordinary course of business, we rely on IT networks and systems, some of which are managed by third parties, to process,
transmit, and store electronic information, and to manage or support a variety of business processes and activities.
We are at risk of attack by a growing list of adversaries through increasingly sophisticated methods. Because the techniques
used to obtain unauthorized access or sabotage systems change frequently, we may be unable to anticipate these techniques or
implement adequate preventative measures. In addition, we may not be able to detect incidents in our IT systems or assess the
severity or impact of an incident in a timely manner. We have experienced attacks to our systems and networks and have from
time-to-time experienced cybersecurity incidents, such as computer viruses and malware, unauthorized parties gaining access to
our IT systems, and similar incidents, which to date have not had a material impact on our business. If we are unable to
efficiently and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our
systems may become more vulnerable to unauthorized access. Additionally, we have been an acquisitive organization and the
process of integrating the information systems of the businesses we acquire is complex and exposes us to additional risk as we
might not adequately identify weaknesses in the targets’ information systems, which could expose us to unexpected liabilities or
make our own systems more vulnerable to attack.
Despite our cybersecurity measures (including employee and third-party training, monitoring of networks and systems,
maintenance of backup and protective systems, and maintenance of cybersecurity insurance), our IT networks and infrastructure
may still be vulnerable to damage, disruptions, or shutdowns due to attacks by hackers, breaches, employee error or
malfeasance, power outages, computer viruses, malware and ransomware, telecommunication or utility failures, systems
failures, natural disasters, or other catastrophic events. We also face the challenge of supporting our older systems and
implementing necessary upgrades.
Moreover, as we continue to develop products containing complex software systems designed to support today’s increasingly
connected world, these systems also could be susceptible to similar interruptions, including the possibility of unauthorized
access. Further, as we transition to offering more cloud-based solutions that are dependent on the internet or other networks to
operate with increased users, we may become a greater target for cyber threats, such as malware, denial of service, external
adversaries, or insider threats.
These types of incidents affecting us or our third-party vendors could result in intellectual property or other confidential
information being lost or stolen, including client, employee, or company data. Any such events could result in legal claims or
proceedings, liability or penalties under privacy laws and/or export control laws, disruption in operations, and damage to our
reputation, which could materially adversely affect our business. Further, to the extent that any disruption or security incident
results in a loss of, or damage to, our data, or an inappropriate disclosure of confidential information, it could cause significant
damage to our reputation, affect our relationships with our customers, lead to claims against us, and ultimately harm our
business, financial condition, and/or results of operations.
Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or
harm to our reputation. Changes to data protection laws, new customer requirements, and changes to international data
transfer rules could impose new burdens.
One of our significant responsibilities is to maintain the security and privacy of our employees’ and customers’ confidential and
proprietary information. We maintain policies, procedures, and technological safeguards designed to protect the security and
privacy of this information and regularly review compliance changes in the jurisdictions where Sensata operates. Nevertheless,
we cannot eliminate the risk of human error, employee or vendor malfeasance, or cyber-attacks that could result in improper
access to or disclosure or transfer of confidential, personal, or proprietary information by Sensata or our supply chain. Such
access transfers could harm our reputation and subject us to liability under our contracts and the laws and regulations that
protect personal and export-controlled data, resulting in increased costs, loss of revenue, and loss of customers. The release of
confidential information could also lead to litigation or other proceedings against us by affected individuals, business partners,
or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a significant negative
impact on our business.
In many jurisdictions we are subject to laws and regulations relating to the use of this information. These laws and regulations
are changing rapidly, are becoming increasingly complex, and can conflict across the jurisdictions in which we operate. Our
failure to adhere to processes in response to changing regulatory requirements could result in legal liability, significant regulator
penalties and fines, or impair our reputation in the marketplace.
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In addition, laws and regulations for smart vehicles are expected to continue to evolve in numerous jurisdictions globally, which
could affect our product portfolio and operations. Further, managing and securing personal and customer data that our products,
as well as our partners’ products, gather is a new and evolving risk for us.
Our future success depends in part on our ability to attract and retain key senior management and qualified technical,
sales, and other personnel.
Our future success depends in part on our continued ability to retain key executives and our ability to attract and retain qualified
technical, sales, and other personnel. Significant competition exists for such personnel, and we cannot assure the retention of
our key executives, technical, and sales personnel or our ability to attract, integrate, and retain other such personnel that may be
required in the future. We cannot assure that employees will not leave and subsequently compete against us. If we are unable to
attract and retain key personnel, our business, financial condition, and results of operations could be adversely affected.
We are subject to risks associated with climate change, including increased regulation of GHG emissions, changing
consumer preferences and other risks related to our transition to Electrification, and the potential increased impacts of
severe weather events on our operations and infrastructure.
Climate change is receiving increasing attention worldwide, which has led to increased stakeholder and societal expectations on
companies to address change and significant legislative and regulatory efforts to limit GHG emissions. For example, adoption
of GHG or climate change rules in jurisdictions in which we operate facilities could require installation of emission controls,
acquisition of emission credits, emission reductions, or other measures that could be costly, and could also impact utility rates
and increase the amount we spend annually for energy. Additionally, jurisdictions throughout the world are enacting more
stringent disclosure requirements related to climate change impacts of an entity’s business. Such increased disclosure
requirements could increase our costs and could result in risks to our reputation or consumer demand for our products if we do
not meet increasingly demanding stakeholder expectations and standards.
Changes in consumer preferences due to transitioning to a greener economy may result in increased costs, reduced demand for
our ICE products, and reduced profits. Part of our strategy to address these risks includes our transition to EVs, which presents
additional risks, including reduced demand for, and therefore profits from, our ICE vehicles, which we are using to fund our
growth strategy; higher costs or reduced availability of materials related to EV technologies impacting profitability; and risks
related to the success of our EV strategy.
Finally, given the worldwide scope of our supply chain and operations, we and our suppliers face a risk of disruption or
operating inefficiencies that may increase costs due to the adverse physical effects of climate change, which are predicted to
increase the frequency and severity of weather and other natural events, e.g., tropical cyclones, extended droughts, and extreme
temperatures. Climate change could also disrupt our operations by impacting the availability and cost of materials within our
supply chain, and could also increase insurance and other operating costs. These factors may impact our decisions to construct
new facilities. If a business interruption occurs and we are unsuccessful in our continuing efforts to minimize the impact of
these events, our business, results of operations, financial position, and cash flows could be materially adversely affected.
Our business is subject to numerous global risks, including regulatory, political, economic, governmental, and military
concerns and instability.
Our business, including our employees, customers, and suppliers, is located throughout the world. We employ approximately
93% of our workforce outside of the U.S. We have many manufacturing, administrative, and sales facilities outside of the U.S.
Our subsidiaries located outside of the U.S. generated approximately 60% of our net revenue in fiscal year 2024 (including
approximately 18% in China) and we expect sales from non-U.S. markets to continue to represent a significant portion of our
total net revenue. International sales and operations are subject to changes in local government regulations and policies,
including those related to tariffs and trade barriers, economic sanctions, investments, taxation, exchange controls, and
repatriation of earnings.
As a result, we are exposed to numerous global, regional, and local risks that could decrease revenue and/or increase expenses,
and therefore decrease our profitability. Such risks may result from instability in economic or political conditions, inflation,
recession, and/or actual or anticipated military or political conflicts, and include, without limitation: trade regulations, including
customs, import, export, and sourcing restrictions, tariffs, trade barriers, trade disputes, and economic sanctions; changes in
local employment costs, laws, regulations, and conditions; difficulties with, and costs for, protecting our intellectual property;
challenges in collecting accounts receivable; tax laws and regulatory changes, including examinations by taxing authorities,
variations in tax laws from country to country, changes to the terms of income tax treaties, and difficulties in the tax-efficient
repatriation of earnings generated or held in a number of jurisdictions; natural disasters; and the impact of each of the foregoing
on our business operations, manufacturing, and supply chain.
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Other risks are inherent in our non-U.S. operations, including: the potential for changes in socio-economic conditions and/or
monetary and fiscal policies; intellectual property protection difficulties and disputes; the settlement of legal disputes through
certain foreign legal systems; the collection of receivables; exposure to possible expropriation or other government actions;
unsettled political conditions; and possible terrorist attacks. These and other factors may have a material adverse effect on our
non-U.S. operations and, therefore, on our business and results of operations. In addition, a scarcity of resources or other
hardships caused by a global pandemic may result in increased nationalism, protectionism, and political tensions which may
cause governments and/or other entities to take actions that may have a significant negative impact on our ability – and the
ability of our suppliers and customers – to conduct business.
We are subject to various risks related to public health crises, which have had, and may in the future have, material and
adverse impacts on our business, financial condition, liquidity, and results of operations.
Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a
material and adverse impact on our business, financial condition, liquidity, and results of operations. As has occurred with the
COVID-19 pandemic, a global pandemic could cause significant disruption to the global economy, including in all of the
regions in which we, our suppliers, distributors, business partners, and customers do business and in which our workforce is
located. A global pandemic and efforts to manage it, including those by governmental authorities, could have significant
impacts on global markets, and could have a significant, negative impact on our sales and operating results. Disruptions could
include: partial shutdowns of our facilities as mandated by government decree; government actions limiting our ability to adjust
certain costs; significant travel restrictions; “work-from-home” orders; limited availability of our workforce; supplier
constraints; supply chain interruptions; logistics challenges and limitations; and reduced demand from certain customers. The
COVID-19 pandemic has had, and could continue to have, these effects on the economy and our business.
Additionally, the impacts described above and other impacts of a global pandemic, including responses to it, could substantially
increase the risk to us from the other risks described in this Item 1A: Risk Factors.
In connection with the implementation of our corporate strategies, we face risks associated with the acquisition of
businesses, the integration of acquired businesses, and the growth and development of these businesses.
In pursuing our corporate strategy, we have in the past, and may in the future, acquire other businesses. The success of this
strategy is dependent upon our ability to identify appropriate acquisition targets, negotiate transactions on favorable terms,
complete transactions, and successfully integrate them into our existing businesses. There can be no assurance that we will
realize the anticipated synergies or cost savings related to acquisitions, including, but not limited to, revenue growth and
operational efficiencies, or that they will be achieved in our estimated timeframe. We may not be able to successfully integrate
and streamline overlapping functions from future acquisitions, and integration may be more costly to accomplish than we
expect. There is also no guarantee that the acquired businesses will perform according to the business case used in justifying the
acquisition. In addition, we could encounter difficulties in managing our combined company due to its increased size and scope.
Subject to the terms of our indebtedness, we may finance future acquisitions with cash from operations, additional
indebtedness, and/or by issuing additional equity securities. In addition, we could face financial risks associated with incurring
additional indebtedness such as reducing our liquidity, limiting our access to financing markets, and increasing the amount of
service on our debt. The availability of debt to finance future acquisitions may be restricted, and our ability to make future
acquisitions may be limited. Refer to separate risk factor for additional information related to risks regarding our level of
indebtedness.
In addition, many of the businesses that we acquire and develop will likely have significantly smaller scales of operations prior
to the implementation of our growth strategy. If we are not able to manage the growing complexity of these businesses,
including improving, refining, or revising our systems and operational practices, and enlarging the scale and scope of the
businesses, our business may be adversely affected. Other risks include developing knowledge of and experience in the new
business, integrating the acquired business into our systems and culture, recruiting professionals, and developing and
capitalizing on new relationships with experienced market participants. External factors, such as compliance with new or
revised regulations, competitive alternatives, and shifting market preferences may also impact the successful implementation of
a new line of business. Failure to manage these risks in the acquisition or development of new businesses could materially and
adversely affect our business, results of operations, and financial condition.
Financial Risks
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We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash
flows.
Our reporting currency is the U.S. dollar ("USD"). We derive a significant portion of our net revenue from and incur expenses
in markets outside the U.S. For financial reporting purposes, the functional currency of all of our subsidiaries has historically
been the USD because of the significant influence of the USD on our operations. In fiscal year 2023, as a result of significant
changes in economic facts and circumstances in the operations of our China foreign entities, the functional currency of our
wholly-owned subsidiaries in China changed to the Chinese Renminbi ("CNY"). The changes in economic facts and
circumstances caused a permanent change to our strategy in China toward a more self-contained model making China the
primary economic environment in which these subsidiaries operate.
A portion of our net revenue, expenses, receivables, and payables are denominated in currencies other than our functional
currency. At the date that a transaction denominated in a currency other than our functional currency is recognized, each asset,
liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency using
the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in currency other
than the functional currency are adjusted to the functional currency using the exchange rate at the balance sheet date, with gains
or losses recognized in other, net in the consolidated statements of operations.
We, therefore, face exposure to adverse movements in exchange rates of these currencies, which may change over time and
could affect our financial results and cash flows.
Our level of indebtedness could adversely affect our financial condition and our ability to operate our business,
including our ability to service our debt and/or comply with the related covenants.
As of December 31, 2024, we had $3,223.4 million of gross outstanding indebtedness, including various tranches of senior
unsecured notes (the “Senior Notes”). The credit agreement governing our secured credit facility (as amended, supplemented,
waived, or otherwise modified, the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit
Facilities") consisting of a term loan facility (the "Term Loan"), a $750.0 million revolving credit facility (the "Revolving
Credit Facility"), and incremental availability (the "Accordion") under which additional secured credit facilities could be issued
under certain circumstances. In fiscal year 2023, we repaid the remaining balance on the Term Loan. Refer to Note 14: Debt of
our Financial Statements included elsewhere in this Report for additional information related to our outstanding indebtedness.
Our substantial indebtedness could have important consequences. For example, it could make it more difficult for us to satisfy
our debt obligations; restrict us from making strategic acquisitions; limit our ability to repurchase shares; limit our flexibility in
planning for, or reacting to, changes in our business and future business opportunities, thereby placing us at a competitive
disadvantage if our competitors are not as highly-leveraged; increase our vulnerability to general adverse economic and market
conditions; or require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness if
we do not maintain specified financial ratios or are not able to refinance our indebtedness as it comes due, thereby reducing the
availability of our cash flows for other purposes. In addition, the Accordion permits us to incur additional secured credit
facilities in certain circumstances in the future, subject to certain limitations as defined in the indentures under which the Senior
Notes were issued. This could allow us to issue additional secured debt or increase the capacity of the Revolving Credit
Facility. If we increase our indebtedness by borrowing under the Revolving Credit Facility or incur other new indebtedness
under the Accordion, the risks described above would increase.
We cannot guarantee that we will be able to obtain enough capital to service our debt and fund our planned capital expenditures
and business plan. If we complete additional acquisitions, our debt service requirements could also increase. If we cannot
service our indebtedness, we may have to take actions such as selling assets, seeking additional equity financing, or reducing or
delaying capital expenditures, strategic acquisitions, investments, and alliances, any of which could have a material adverse
effect on our operations. Additionally, we may not be able to complete such actions, if necessary, on commercially reasonable
terms, or at all.
If we experience an event of default under any of our debt instruments that is not cured or waived, the holders of the defaulted
debt could cause all amounts outstanding with respect to the debt to become due and payable immediately, which, in turn, could
result in cross-defaults under our other debt instruments. Our assets and cash flows may not be sufficient to fully repay
borrowings if accelerated upon an event of default. If, when required, we are unable to repay, refinance, or restructure our
indebtedness under, or amend the covenants contained in, the Credit Agreement, or if a default otherwise occurs, the lenders
under the Senior Secured Credit Facilities could: elect to terminate their commitments thereunder; cease making further loans;
declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable; institute
foreclosure proceedings against those assets that secure the borrowings under the Senior Secured Credit Facilities; and prevent
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us from making payments on the Senior Notes. Any such actions could force us into bankruptcy or liquidation, and we might
not be able to repay our obligations in such an event.
Changes in government trade policies, including the imposition of tariffs, may have a material impact on our results of
operations.
We evaluate all trade policies that impact us, and we adjust our operational strategies to mitigate the impact of these policies.
However, trade policies, including quotas, duties, tariffs, taxes, or other restrictions on the import or export of our products, are
subject to change, and we cannot ensure that any mitigation strategies employed will remain available in the future or that we
will be able to offset tariff-related costs or maintain competitive pricing of our products. The adoption and expansion of trade
restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the
potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the global economy, which
in turn could have a material adverse effect on our business, operating results, and financial condition.
Existing duty reduction and deferral programs, such as free-trade agreements, duty drawback, and inward processing relief,
provide beneficial impacts to our duties and tariffs for qualifying imports and exports, subject to compliance with each
program’s unique requirements. Changes in laws or policies governing the terms of these duty reduction and deferral programs
could have a material adverse effect on our business and financial results. In addition, most of our facilities in Mexico operate
under the Mexican Maquiladora program. This program provides for reduced tariffs and eased import regulations; we could be
adversely affected by changes in such program, or by our failure to comply with its requirements.
Further tariffs may be imposed on other imports of our products. For example, effective February 4, 2025, the U.S. announced
additional tariffs for goods imported into the U.S. from Mexico, Canada, and China beginning in Q1 2025. We cannot predict
what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations and
our business may be further impacted by retaliatory trade measures taken by other countries in response to existing or future
U.S. tariffs or other measures (e.g., subsidies). We may raise our prices on products subject to such tariffs to share the cost with
our customers, which could harm our operating performance or cause our customers to seek alternative suppliers. In addition,
we may seek to shift some of our manufacturing to other countries, which could result in additional costs and disruption to our
operations. We also sell our products globally and, therefore, our export sales could be impacted by the tariffs. Any material
reduction in sales may have a material adverse effect on our results of operations.
We have recorded a significant amount of goodwill and other identifiable intangible assets, and we may be required to
recognize goodwill or intangible asset impairments, which would reduce our earnings.
We have recorded a significant amount of goodwill and other identifiable intangible assets. Goodwill and other intangible
assets, net totaled approximately $3.9 billion as of December 31, 2024, or 54% of our total assets. Goodwill, which represents
the future economic benefits arising from other assets acquired in a business combination that are not individually identified
and separately recognized, was approximately $3.4 billion as of December 31, 2024, or 47% of our total assets. Goodwill and
other identifiable intangible assets were recognized at fair value as of the corresponding acquisition date.
In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting
unit could exceed its fair values. Accordingly, we evaluated the Dynapower reporting unit for impairment and determined that
our Dynapower reporting unit was impaired. In the third quarter of 2024, we recorded a $150.1 million non-cash impairment
charge. This impairment was primarily driven by a lower long-range financial forecast resulting from specific discrete events
that changed the timing of our forecasted performance. If Dynapower does not achieve the forecasted future cash flows, there is
a possibility that additional impairments of the remaining $229.8 million of goodwill may be recognized in the future.
Additional impairment of goodwill or other identifiable intangible assets may result from, among other things, deterioration in
our performance, adverse market conditions, adverse changes in laws or regulations, significant unexpected or planned changes
in the use of assets or future changes to go-to-market or product offerings strategy, and a variety of other factors. We consider a
combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the goodwill
impairment test, including: the timing of our most recent quantitative impairment tests and the relative amount by which a
reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation models and the
sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or market
conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the carrying
value of a reporting unit’s net assets from the time of our most recent goodwill impairment test. We also consider the impact of
recent acquisitions in our expectations of the reporting units, such as the Dynapower reporting unit, and how these acquisitions
perform against their original expected performance, as these might put pressure on the reporting units' fair value over carrying
value in the short term. Based on the results of this analysis, we do not consider any of our other reporting units to be at risk of
failing the goodwill impairment test.
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The amount of any quantified impairment must be expensed immediately as a charge that is included in operating income,
which may impact our ability to raise capital. Should certain assumptions used in the development of the fair value of our other
reporting units change, we may be required to recognize additional impairments of goodwill or other intangible assets.
Refer to Note 11: Goodwill and Other Intangible Assets, Net of our Financial Statements included elsewhere in this Report for
additional information related to our goodwill and other identifiable intangible assets and the Dynapower impairment charge.
Refer to Critical Accounting Policies and Estimates, in Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations included elsewhere in this Report for additional information related to the assumptions used in the
development of the fair value of our reporting units.
Our global effective tax rate is subject to a variety of different factors that could create volatility in that tax rate, expose
us to greater than anticipated tax liabilities, or cause us to adjust previously recognized tax assets and liabilities.
We are subject to income taxes in the United Kingdom (the "U.K."), China, Mexico, the U.S., and many other jurisdictions. As
a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax legislation,
changes in tax rates and tax laws, our jurisdictional mix of earnings, the use of global funding structures, the tax characteristics
of our income, the effects on our revenues and costs of complying with transfer pricing requirements under differing laws of
various countries, consequences of acquisitions and dispositions of businesses and business segments, the generation of
sufficient future taxable income to realize our deferred tax assets, and the taxation of subsidiary income in the jurisdiction of its
parent company regardless of whether or not distributed. Significant judgment is required in determining our worldwide
provision for (or benefit from) income taxes, and our determination of the amount of our tax liability is always subject to review
by applicable tax authorities. Refer to Note 7: Income Taxes of our Financial Statements included elsewhere in this Report for
additional information related to our accounting for income taxes.
We cannot provide any assurances as to what our tax rate will be in any period because of, among other things, uncertainty
regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such
jurisdictions, as well as changes in U.S. and other tax laws, treaties, and regulations, in particular related to proposed tax laws
by the U.S. or other governments, which could increase our tax liabilities. Our actual global tax rate may vary from our
expectation and that variance may be material. We continually monitor all global regulatory developments and consider
alternatives to limit their detrimental impacts. However, not all unfavorable developments can be moderated, and we may
consequently experience adverse effects on our effective tax rate and cash flows.
For example, the European Commission (the "EC") has been conducting investigations of state aid and have focused on
whether EU sovereign country laws or rulings provide favorable treatment to taxpayers conflicting with its interpretation of EU
law. EC findings may have retroactive effect and can cause increases in tax liabilities where we considered ourselves in full
compliance with local legislation.
Furthermore, most OECD members, including EU member states, have implemented the Pillar Two framework, which
establishes a global minimum jurisdictional effective tax rate of 15% for large multinational enterprises. The legislation is
effective for our fiscal year beginning January 1, 2024. The dynamic nature of the legislative landscape, with outgoing changes
and updates to the rules, creates uncertainty and potential for retroactive tax liabilities. We continue to evaluate the guidance
and regulations of the Pillar Two framework. Any further developments could result in complexity and uncertainty in countries
where we do business and could increase our effective tax rate.
We could be subject to future audits conducted by both foreign and domestic tax authorities, and the resolution of such audits
could impact our tax rate in future periods, as would any reclassification or other changes (such as those in applicable
accounting rules) that increases the amounts we have provided for income taxes in our consolidated financial statements. There
can be no assurance that we would be successful in attempting to mitigate the adverse impacts resulting from any changes in
law, audits, and other matters. Our inability to mitigate the negative consequences of any changes in the law, audits, and other
matters could cause our global tax rate to increase, our use of cash to increase, and our financial condition and results of
operations to suffer.
We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts
from our subsidiaries.
We are organized as a holding company, a legal entity that is separate and distinct from our operating entities. As a holding
company without significant operations of its own, our principal assets are the shares of capital stock of our subsidiaries. We
rely on dividends, interest, and other payments from these subsidiaries to meet our obligations for paying principal and interest
on outstanding debt, repurchasing ordinary shares, and corporate expenses. Certain of our subsidiaries are subject to regulatory
requirements of the jurisdictions in which they operate or other restrictions that may limit the amounts that subsidiaries can pay
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in dividends or other payments to us. No assurance can be given that there will not be further changes in law, regulatory
actions, or other circumstances that could restrict the ability of our subsidiaries to pay dividends or otherwise make payments to
us. Furthermore, no assurance can be given that our subsidiaries may be able to make timely payments to us in order for us to
meet our obligations.
Legal and Regulatory Risks
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act (the "U.S. FCPA"), the U.K.'s
Bribery Act, and similar worldwide anti-bribery laws.
The U.S. FCPA, the U.K.'s Bribery Act, and similar worldwide anti-bribery laws generally prohibit companies and their
intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our
policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced
governmental corruption to some degree, and in certain circumstances, strict compliance with anti-bribery laws may conflict
with local customs and practices. Despite our training and compliance program, we cannot provide assurance that our internal
control policies and procedures will protect us from reckless or criminal acts committed by our employees or agents. Violations
of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results
of operations, financial condition, and/or cash flows.
Changes in existing environmental or safety laws, regulations, and programs could reduce demand for our products,
which could cause our revenue to decline.
A significant amount of our business is generated either directly or indirectly as a result of existing laws, regulations, and
programs related to environmental protection, fuel economy, energy efficiency, and safety regulation. Accordingly, a relaxation
or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation, or
enforcement of these programs, could result in a decline in demand for environmental and/or safety products, which may have a
material adverse effect on our revenue.
Our operations expose us to the risk of material environmental liabilities, litigation, government enforcement actions,
and reputational risk.
We are subject to numerous federal, state, and local environmental protection and health and safety laws and regulations in the
various countries where we operate and where our products are sold. These laws and regulations govern, among other things,
the generation, storage, use, and transportation of hazardous materials; emissions or discharges of substances into the
environment; investigation and remediation of hazardous substances or materials at various sites; GHG emissions; product
hazardous material content; and the health and safety of our employees.
We may not have been, or we may not always be, in compliance with all environmental and health and safety laws and
regulations. If we violate these laws, we could be fined, criminally charged, or otherwise sanctioned by regulators. In addition,
environmental and health and safety laws are becoming more stringent, resulting in increased costs and compliance burdens.
Certain environmental laws assess liability on current or previous owners or operators of real property for the costs of
investigation, removal, and remediation of hazardous substances or materials at their properties or properties at which they have
disposed of hazardous substances. Liability for investigation, removal, and remediation costs under certain federal and state
laws is retroactive, strict, and joint and several. In addition to cleanup actions brought by governmental authorities, private
parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances.
We cannot provide assurance that our costs of complying with current or future environmental protection and health and safety
laws, or our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our
estimates or adversely affect our results of operations, financial condition, and cash flows, or that we will not be subject to
additional environmental claims for personal injury, property damage, and/or cleanup in the future based on our past, present, or
future business activities.
In addition, our products are subject to various requirements related to chemical usage, hazardous material content, and
recycling. The EU, China, and other jurisdictions in which our products are sold have enacted, or are proposing to enact, laws
addressing environmental and other impacts from product disposal, use of hazardous materials in products, use of chemicals in
manufacturing, recycling of products at the end of their useful life, and other related matters. These laws include but are not
limited to the EU RoHS, ELV, and Waste Electrical and Electronic Equipment Directives; the EU REACH regulation; the
German Explosives Act; and the China law on Management Methods for Controlling Pollution by Electronic Information
Products. These laws prohibit the use of certain substances in the manufacture of our products and directly and indirectly
impose a variety of requirements for modification of manufacturing processes, registration, chemical testing, labeling, and other
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matters. These laws continue to proliferate and expand in these and other jurisdictions to address other materials and aspects of
our product manufacturing and sale. These laws could make the manufacture or sale of our products more expensive or
impossible, could limit our ability to sell our products in certain jurisdictions, and could result in liability for product recalls,
penalties, or other claims.
Export of our products is subject to various export control regulations and may require a license for export. Any failure
to comply with such regulations could result in governmental enforcement actions, fines, penalties, loss of export
privileges, or other remedies, which could have a material adverse effect on our business, results of operations, and
financial condition.
We are subject to compliance with laws and regulations controlling the import and export of goods, services, software, and
technical data. Certain of our products are subject to export regulations of the various jurisdictions in which we operate
(“Controlled Items”). The export of many such Controlled Items requires a license from the applicable government agency.
Licensing decisions are made based on type of product, its destination, end use, end user, the parties involved in the transaction,
national security, and foreign policy. As a result, export license approvals are not guaranteed. We have a trade compliance team
and other systems in place to apply for licenses and otherwise comply with import and export regulations. Any failure to
maintain compliance with such regulations could limit our ability to import or export raw material and finished goods. These
laws and regulations are subject to change, and any such change may limit or exclude existing or future business opportunities,
require us to change technology, or incur expenditures to comply with such laws and regulations.
We have discovered in the past, and may discover in the future, deficiencies in our trade compliance program. Although we
continue to enhance our trade compliance program, we cannot guarantee that any such enhancements will ensure full
compliance with applicable laws and regulations at all times, or that applicable authorities will not raise compliance concerns or
perform audits to confirm our compliance with applicable laws and regulations. Any failure by us to comply with applicable
laws and regulations could result in governmental enforcement actions, fines, penalties, criminal and/or civil proceedings, or
other remedies, any of which could have a material adverse effect on our business, results of operations, and/or financial
condition.
Our ability to compete effectively depends, in part, on our ability to maintain the proprietary nature of our products
and technology.
The electronics industry is characterized by litigation regarding patent and other intellectual property rights. Within this
industry, companies have become more aggressive in asserting and defending patent claims against competitors. There can be
no assurance that we will not be subject to future litigation alleging infringement or invalidity of certain of our intellectual
property rights, or that we will not have to pursue litigation to protect our property rights. Depending on the importance of the
technology, product, patent, trademark, or trade secret in question, an unfavorable outcome regarding one of these matters may
have a material adverse effect on our results of operations, financial condition, and/or cash flows.
We may be subject to claims that our products or processes infringe on the intellectual property rights of others, which
may cause us to pay unexpected litigation costs or damages, modify our products or processes, or prevent us from
selling our products.
Third parties may claim that our processes and products infringe their intellectual property rights. Whether or not these claims
have merit, we may be subject to costly and time-consuming legal proceedings, and this could divert management’s attention
from operating our business. If these claims are successfully asserted against us, we could be required to pay substantial
damages, make future royalty payments, and/or could be prevented from selling some or all of our products. We also may be
obligated to indemnify our business partners or customers in any such litigation. Furthermore, we may need to obtain licenses
from these third parties or substantially re-engineer or rename our products in order to avoid infringement. In addition, we
might not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer or rename our products
successfully. If we are prevented from selling some or all of our products, our sales could be materially adversely affected.
We are a defendant to a variety of litigation in the course of our business that could cause a material adverse effect on
our results of operations, financial condition, and/or cash flows.
In the normal course of business, we are, from time to time, a defendant in litigation, including litigation alleging the
infringement of intellectual property rights, anti-competitive behavior, product liability, breach of contract, and employment-
related claims. In certain circumstances, patent infringement and antitrust laws permit successful plaintiffs to recover treble
damages. The defense of these lawsuits may divert our management's attention, and we may incur significant expenses in
defending these lawsuits. In addition, we may be required to pay damage awards or settlements, or become subject to
25
injunctions or other equitable remedies, that could cause a material adverse effect on our results of operations, financial
condition, and/or cash flows.
We have identified material weaknesses in our internal control over financial reporting. These material weaknesses
could in the future adversely affect our ability to report our results of operations and financial condition accurately and
in a timely manner.
We have identified material weaknesses in our internal control over financial reporting and those weaknesses have led to a
conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of
December 31, 2024 or 2023. We did not specify objectives with sufficient clarity to enable an appropriate level of risk
assessment and monitoring. Additionally, our control activities did not adequately establish policies, procedures, information
protocols and communications to design and operate effective control, due in part, to a lack of appropriate accounting
personnel, impacting areas such as inventory and account reconciliation processes in our Americas Accounting and Shared
Services teams located in Mexico. Our management is taking action to remediate the deficiencies in its internal controls over
financial reporting by developing a remediation plan, which could include the engagement of third-party consultants to evaluate
and help formalize internal controls design and framework; the completion of a risk assessment to determine areas within the
internal control structure to strengthen, document and execute; and the augmentation, reorganization or replacement of
personnel where necessary to ensure appropriate levels of knowledge and execution to support internal control structure
assessment, design, and execution.
If actions to remediate these material weaknesses are not completed on a timely basis, or if other remediation efforts are not
successful, we may, in the future, identify additional internal control deficiencies that could rise to the level of a material
weakness, or uncover errors in financial reporting.
Failure to have effective internal control over financial reporting and disclosure controls and procedures could impair our ability
to produce accurate financial statements on a timely basis, or provide reliable financial statements needed for business decision
processes, and our business and results of operations could be harmed. Additionally, investors could lose confidence in our
reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could
be adversely affected. Also, failure to maintain effective internal control over financial reporting could result in sanctions by
regulatory authorities, and our independent registered public accounting firm may not be able to attest that such internal
controls are effective when they are required to do so.
U.K. Domicile Risks
As a public limited company incorporated under the laws of England and Wales, we may have less flexibility with
respect to certain aspects of capital management.
English law imposes additional restrictions on certain corporate actions. For example, English law provides that a board of
directors may only allot, or issue, securities with the prior authorization of shareholders, such authorization being up to the
aggregate nominal amount of shares and for a maximum period of five years, each as specified in the articles of association or
relevant shareholder resolution. English law also generally provides shareholders with preemptive rights when new shares are
issued for cash; however, it is possible for the articles of association, or shareholders at a general meeting, to exclude
preemptive rights. Such an exclusion of preemptive rights may be for a maximum period of up to five years as specified in the
articles of association or relevant shareholder resolution. We currently only have authorization to issue shares under our equity
plan excluding preemptive rights until our next annual general meeting. This authorization and exclusion needs to be renewed
by our shareholders periodically and we intend to renew the authorization and exclusion at each annual general meeting.
English law also requires us to have available "distributable reserves" to make share repurchases or pay dividends to
shareholders. Distributable reserves may be created through the earnings of the U.K. parent company or other actions. While we
intend to maintain a sufficient level of distributable reserves, there is no assurance that we will continue to generate sufficient
earnings in order to maintain the necessary level of distributable reserves to make share repurchases or pay dividends.
English law also generally prohibits a company from repurchasing its own shares by way of "off-market purchases" without the
prior approval of our shareholders. Such approval lasts for a maximum period of up to five years. Our shares are traded on the
New York Stock Exchange, which is not a recognized investment exchange in the U.K. Consequently, any repurchase of our
shares is currently considered an "off-market purchase." Our current authorization expires on June 10, 2029, and we intend to
renew this authorization periodically.
26
As a public limited company incorporated under the laws of England and Wales, the enforcement of civil liabilities
against us may be more difficult.
Because we are a public limited company incorporated under the laws of England and Wales, investors could experience more
difficulty enforcing judgments obtained against us in U.S. courts than would have been the case for a U.S. company. In
addition, it may be more difficult (or impossible) to bring some types of claims against us in courts in England than it would be
to bring similar claims against a U.S. company in a U.S. court.
As a public limited company incorporated under the laws of England and Wales, it may not be possible to effect service
of process upon us within the U.S. to enforce judgments of U.S. courts against us based on the civil liability provisions of
the U.S. federal securities laws.
There is doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of
U.S. courts, of civil liabilities solely based on the U.S. federal securities laws. The English courts will, however, treat any
amount payable by us under U.S. judgment as a debt and new proceedings can be commenced in the English courts to enforce
this debt against us. The following criteria must be satisfied for the English court to enforce the debt created by the U.S.
judgment: (1) the U.S. court having had jurisdiction over the original proceedings according to English conflicts of laws
principles and rules of English private international law at the time when proceedings were initiated; (2) the U.S. proceedings
not having been brought in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the
defendant’s subsequent submission to the jurisdiction of the court; (3) the U.S. judgment being final and conclusive on the
merits in the sense of being final and unalterable in the court which pronounced it and being for a definite sum of money; (4)
the recognition or enforcement, as the case may be, of the U.S. judgment not contravening English public policy in a
sufficiently significant way or contravening the Human Rights Act 1998 (or any subordinate legislation made thereunder, to the
extent applicable); (5) the U.S. judgment not being for a sum payable in respect of taxes, or other charges of a like nature, or in
respect of a penalty or fine, or otherwise based on a U.S. law that an English court considers to be a penal or revenue law; (6)
the U.S. judgment not having been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for
the loss or damages sustained, and not otherwise being a judgment contrary to section 5 of the Protection of Trading Interests
Act 1980 or is a judgment based on measures designated by the Secretary of State under Section 1 of that Act; (7) the U.S.
judgment not having been obtained by fraud or in breach of English principles of natural justice; (8) the U.S. judgment not
being a judgment on a matter previously determined by an English court, or another court whose judgment is entitled to
recognition (or enforcement as the case may be) in England, in proceedings involving the same parties that conflicts with an
earlier judgment of such court; (9) the party seeking enforcement (being a party who is not ordinarily resident in some part of
the U.K. or resident in an EU Member State) providing security for costs, if ordered to do so by the English courts; and (10) the
English enforcement proceedings being commenced within the relevant limitation period.
If an English court gives judgment for the sum payable under a U.S. judgment, the English judgment will be enforceable by
methods generally available for this purpose. These methods generally permit the English court discretion to prescribe the
manner of enforcement. In addition, in any enforcement proceedings, the judgment debtor may raise any counterclaim that
could have been brought if the action had been originally brought in England unless the subject of the counterclaim was in issue
and denied in the U.S. proceedings.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Cyber criminals are becoming more sophisticated and effective every day. All companies utilizing technology are subject to
threats or attempts of cybersecurity attacks. Maintaining data privacy and cybersecurity to protect our employees, customers,
and business is an integral aspect of our operations. Our approach to data privacy and cybersecurity is defined by our
commitment to preserving the trust our employees and customers place in us and focuses on driving continuous improvement as
the threat landscape evolves.
Our Audit Committee and our management are actively involved in the oversight of our risk management program, of which
cybersecurity represents an important component. As described in more detail below, we have established policies, standards,
processes, and practices for assessing, identifying, and managing material risks from cybersecurity threats. We have devoted
significant financial and personnel resources to implement and maintain security programs to meet regulatory requirements and
customer expectations, and we intend to continue to make significant investments to maintain the security of our data and
infrastructure.
27
However, there can be no guarantee that our policies and procedures will be properly followed in every instance or that those
policies and procedures will be effective. Although our risk factors identified in Item 1A: Risk Factors included elsewhere in
this Report provide further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity
threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date. We can
provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our
business strategy, results of operations, or financial condition.
Risk Management Strategy
We are guided by our Cybersecurity Charter, which includes our philosophy of information security, identifies the motivation
for security, describes information security principles and terms, and defines the scope of information security policies and
responsibilities for various functions. We continue to improve the maturity of our cybersecurity program, aligning with the
National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.
Our Director of Cybersecurity leads our information security operations, with a focus on identifying, evaluating, mitigating, and
reporting on IT and cybersecurity risks that have the potential to threaten Sensata’s enterprise information assets and systems.
Our cybersecurity and global IT strategy is regularly aligned with business leaders across Sensata through our IT Excellence
Committee meetings, conducted 8 times a year, to ensure cyber, IT, and business priorities are communicated and understood
throughout the organization.
Our policies, standards, processes, and practices for assessing, identifying, and managing material risks from cybersecurity
threats are integrated into our overall risk management program and are based on frameworks established by the NIST, the
International Organization for Standardization, and other applicable industry standards. Our cybersecurity program in particular
focuses on the following key areas:
•
Incident Response: We have an Incident Response Plan ("IRP") to address cybersecurity incidents as defined by Item
106 of Regulation S-K. The IRP includes as a core component an Incident Response Team ("IRT") that utilizes
guidelines identified in the IRP to identify, assess, and disclose cybersecurity incidents as applicable. The IRT consists
of a core team, which includes representation from IT, Legal, and Human Resources, and an extended team, which
includes representation from Enterprise Risk Management, Communications, Investor Relations, Internal Audit, Legal,
Accounting, and External Reporting. The core team is involved in all incidents that are classified as significant,
requiring a response from the IRT, and it involves components of the extended team as applicable. The IRT allows for
broad representation of various areas of expertise for use in executing the IRP. The IRT meets monthly to evaluate the
effectiveness of our cybersecurity risk management processes and procedures, including the IRP. The IRP is designed
to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and
reporting of such incidents can be made by management and the Board in a timely manner.
•
Defense and Monitoring: We work to protect our computing environments and products from cybersecurity threats
through multi-layered defenses and apply lessons learned from our defense and monitoring efforts to help prevent
future attacks. We utilize data analytics to detect anomalies and search for cyber threats. Our Cybersecurity Operations
Center provides comprehensive cyber threat detection and response capabilities and maintains a 24x7 monitoring
system which complements the technology, process, and threat detection techniques we use to monitor, manage, and
mitigate cybersecurity threats. From time to time, we engage third party consultants or other advisors to assist in
assessing, identifying, and/or managing cybersecurity threats. We also periodically use our Internal Audit function to
conduct additional reviews and assessments.
•
Insider Threats: We maintain an insider threat program designed to identify, assess, and address potential risks from
within our Company. Our program evaluates potential risks consistent with industry practices, customer requirements,
and applicable law, including privacy and other considerations.
•
Third Party Risk Assessments: We conduct information security assessments before sharing or allowing the hosting of
sensitive data in computing environments managed by third parties, and our standard terms and conditions contain
contractual provisions requiring certain security protections.
•
Training and Awareness: We have robust cybersecurity training programs with frequent touch points for all employees
to empower them to act responsibly and keep cybersecurity top of mind. We use monthly activities to keep employees
engaged with cybersecurity, including newsletters, articles on the Sensata intranet, and mock phishing campaigns. We
regularly update our comprehensive training program, which covers a wide variety of topics, from protecting work
machines and personal information to social innovation and how employees can protect their digital lives at home.
28
•
Supplier Engagement: We require our suppliers to comply with our standard information security terms and
conditions, in addition to any requirements from our customers, as a condition of doing business with us, and require
them to complete information security questionnaires to review and assess any potential cyber-related risks depending
on the nature of the services being provided.
•
Risk Assessment: At least annually, we conduct a cybersecurity risk assessment that takes into account information
from internal stakeholders, our risk register, and information from external sources (e.g., reported security incidents
that have impacted other companies, industry trends, and evaluations by third parties and consultants). The results of
the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our security controls, make
recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented to our
Board, Audit Committee, and members of management.
•
Technical Safeguards: We regularly assess and deploy technical safeguards designed to protect our information
systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on vulnerability
assessments, cybersecurity threat intelligence, and incident response experience.
Governance
Our Board of Directors, in coordination with each of our Board Committees, is responsible for oversight of our enterprise risk
management activities. The Nominating and Governance committee receives an update on the Company’s risk management
process quarterly, including interaction of cybersecurity with our overall risks. The Board of Directors oversees risks from
cybersecurity threats through report out from the Audit Committee, which monitors cybersecurity incidents and management's
response to such incidents.
Our Audit Committee directly oversees our cybersecurity program. Quarterly reports are delivered to the Audit Committee by
the Chief Information & Digital Officer ("CIDO") and/or the Director of Cybersecurity at least four times per year. These
reports include information about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including
material security risks and information security vulnerabilities. These reports also include updates on cybersecurity risk
resulting from risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments,
and relevant internal and industry cybersecurity incidents.
Our CIDO has served in various roles in IT and information security for more than 20 years. She holds an undergraduate degree
in information management and technology. Our Director of Cybersecurity has served in various roles in IT and information
security for more than 18 years, including in the military and the healthcare and retail industries.
Cybersecurity Incidents
In the event of a cybersecurity incident, our response and mitigation efforts are guided by the IRP, which provides guidance on
how to respond to, and recover from, a significant cyber incident requiring an organized response. We continue to conduct
tabletop exercises testing the principles and procedures set forth in our IRP based on lessons learned.
While we have experienced cybersecurity incidents in the past, to date none have materially affected the Company or our
financial position, results of operations and/or cash flows. We continue to invest in the cybersecurity and resiliency of our
networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure,
and the information they contain. For more information about cybersecurity risks relating to our business, refer to Item 1A: Risk
Factors included elsewhere in this Report.
29
ITEM 2.
PROPERTIES
As of December 31, 2024, we occupied principal manufacturing facilities and business centers in the following locations:
Reportable Segment
Approximate Square Footage (in thousands)
Performance
Sensing
Sensing
Solutions
Country
Location
Owned
Leased
Bulgaria
Botevgrad
X
184
—
Bulgaria
Plovdiv
X
125
—
Bulgaria
Sofia
X
—
121
China
Baoying (1)
X
X
301
385
China
Changzhou
X
X
618
—
India
Pune
X
X
—
47
Malaysia
Subang Jaya
X
138
—
Mexico
Aguascalientes
X
X
613
—
Mexico
Mexicali
X
X
—
116
Mexico
Tijuana
X
X
—
258
The Netherlands
Hengelo
X
X
—
94
United Kingdom
Antrim
X
—
112
United Kingdom
Swindon (2)
X
X
—
34
United States
Attleboro, MA (3)
X
X
—
435
United States
Carpinteria, CA
X
X
—
40
United States
Thousand Oaks, CA
X
X
—
115
United States
Burlington, VT
X
—
133
1,979
1,890
__________________________
(1)
The owned portion of the properties in this location serves the Sensing Solutions segment only.
(2)
Our U.K. headquarters is located in this facility.
(3)
Our U.S. headquarters is located in this facility.
These facilities are primarily devoted to research, development, engineering, manufacturing, and assembly. In addition to these
principal facilities, we occupy other manufacturing, engineering, warehousing, administrative, and sales facilities worldwide,
which are primarily leased.
We consider our manufacturing facilities sufficient to meet our current operational requirements. An increase in demand for our
products may require us to expand our production capacity, which could require us to identify and acquire or lease additional
manufacturing facilities. We believe that suitable additional or substitute facilities will be available as required; however, if we
are unable to acquire, integrate, and move into production the facilities, equipment, and personnel necessary to meet such an
increase in demand, our customer relationships, results of operations, and/or financial condition may suffer materially. Leases
covering our currently occupied principal leased facilities expire at varying dates within the next 12 years. We do not anticipate
difficulty in retaining occupancy through lease renewals, month-to-month occupancy, or by replacing the leased facilities with
equivalent facilities.
A significant portion of our owned properties and equipment is or may become subject to a lien under the Senior Secured Credit
Facilities. Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional information
related to the Senior Secured Credit Facilities.
ITEM 3.
LEGAL PROCEEDINGS
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, or cash flows.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our ordinary shares trade on the New York Stock Exchange under the symbol "ST."
Performance Graph
The following graph compares the total shareholder return of our ordinary shares since December 31, 2019 to the total
shareholder return since that date of the Standard & Poor’s ("S&P") 500 Stock Index and the S&P 500 Industrial Index. The
graph assumes that the value of the investment in our ordinary shares and each index was $100.00 on December 31, 2019.
Sensata
S&P 500
S&P 500 Industrial
2019
2020
2021
2022
2023
2024
$40
$60
$80
$100
$120
$140
$160
$180
$200
$220
Total Shareholder Return of $100.00 Investment from December 31, 2019
As of December 31,
2019
2020
2021
2022
2023
2024
Sensata
$
100.00
$
97.90
$
114.52
$
75.53
$
71.11
$
52.57
S&P 500
$
100.00
$
118.40
$
152.39
$
124.79
$
157.59
$
197.02
S&P 500 Industrial
$
100.00
$
109.01
$
130.16
$
120.91
$
140.30
$
162.25
The information in the graph and table above is not "soliciting material," is not deemed "filed" with the U.S. Securities and
Exchange Commission, and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, except to
the extent that we specifically incorporate such information by reference. The total shareholder return shown on the graph
represents past performance and should not be considered an indication of future price performance.
Stockholders
As of February 7, 2025, there were three holders of record of our ordinary shares, which included Cede & Co. (which acts as
nominee shareholder for the Depository Trust Company).
Dividends
In fiscal year 2024, we made payments of quarterly dividends of $0.12 per share in February, May, August, and November. We
expect that comparable cash dividends will continue to be paid in the foreseeable future.
Because we are a holding company, our ability to continue to pay cash dividends on our ordinary shares may be limited by
restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries, including restrictions under the
terms of the agreements governing our indebtedness. In that regard, our indirect, wholly-owned subsidiary, Sensata
31
Technologies B.V. ("STBV"), may be limited in its ability to pay dividends or otherwise make distributions to its immediate
parent company and, ultimately, to us. Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for
additional information related to our dividend restrictions.
Additionally, certain of our subsidiaries may be limited in their ability to pay dividends or make other distributions to the extent
that the shareholders' equity of such subsidiary exceeds the reserves required to be maintained by law or under its articles of
association. Under the laws of England and Wales, we are able to declare dividends, make distributions, or repurchase shares
only out of distributable reserves on our statutory balance sheet. Distributable reserves are a company’s accumulated, realized
profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not
previously written off in a reduction or reorganization of capital duly made. Realized reserves are determined in accordance
with International Financial Reporting Standards at the time the relevant accounts are prepared. We are not permitted to make a
distribution if, at the time, the amount of our net assets is less than the aggregate of our issued and paid-up share capital and
undistributable reserves or to the extent that the distribution will reduce our net assets below such amount. Subject to these
limitations, the payment of future cash dividends will depend upon such factors as earnings levels, capital requirements,
contractual restrictions, our overall financial condition, and any other factors deemed relevant by our shareholders and Board of
Directors.
Under current United Kingdom ("U.K.") tax legislation, any future dividends paid by us will not be subject to withholding or
deduction on account of U.K. tax, irrespective of the tax residence or the individual circumstances of the recipient shareholder.
Shareholders should consult their tax advisors regarding their particular tax situation and the income tax consequences on any
potential dividend income received from us.
Share Repurchase Programs
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or
terminated by the Board of Directors 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.
On January 20, 2022, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “January 2022
Program”), which replaced the previous $500.0 million program approved in July 2019. On September 26, 2023, our Board of
Directors authorized a new $500.0 million ordinary share repurchase program (the "September 2023 Program"), which replaced
the January 2022 Program and became effective on October 1, 2023. The form of the September 2023 Program was approved
by shareholders on May 25, 2023. The September 2023 Program does not have an established expiration date. The process or
criteria used to determine the amount of repurchases is an ongoing and frequent review of our capacity of available cash and our
overall capital allocation priorities.
Issuer purchase of Equity Securities
Period
Total Number of
Shares Purchased
(in shares) (1)
Weighted-
Average
Price
Paid per
Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan or
Programs
(in shares)(2)
Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plan or Programs
(in millions) (2)
October 1 through October 31, 2024
606,341 $
35.44
567,066
$
403.0
November 1 through November 30, 2024
7,677 $
32.43
—
$
403.0
December 1 through December 31, 2024
10,240 $
27.70
—
$
403.0
Quarter total
624,258 $
35.27
567,066
$
403.0
__________________________
(1)
The number of ordinary shares presented includes ordinary shares that were withheld to cover payment of employee
withholding tax upon the vesting of restricted securities. These withholdings took place outside of a publicly announced
repurchase plan. There were 39,275, 7,677, and 10,240 ordinary shares withheld in October 2024, November 2024, and
December 2024, respectively, representing a total aggregate fair value of $1.9 million based on the closing price of our
ordinary shares on the date of withholdings.
(2)
All purchases during the three months ended December 31, 2024 were conducted pursuant to the September 2023 Program.
The September 2023 Program does not have an established expiration date.
ITEM 6.
RESERVED
32
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of
operations, and liquidity and capital resources. You should read the following discussion in conjunction with Item 1: Business
and our Financial Statements, each included elsewhere in this Annual Report on Form 10-K (this "Report").
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and
capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are
subject to numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in Item 1A: Risk
Factors included elsewhere in this Report. Our actual results may differ materially from those contained in or implied by any
forward-looking statements.
Overview
We innovate on behalf of our broad array of customers, solving some of their most difficult engineering challenges by
providing sensors and sensor-rich solutions, electrical protection components and systems, and other products. Solving these
mission-critical challenges enables us to deliver differentiated value for both our customers and shareholders, while also
investing in our growth opportunities and our people. Refer to Item 1: Business included in this Report for additional discussion
on our business.
We believe regulatory requirements for safer vehicles, higher fuel efficiency, and lower emissions, as well as customer demand
for operator productivity and convenience, drive the need for advancements in powertrain management, efficiency, safety, and
operator controls. These advancements lead to sensor growth rates that we expect to exceed underlying production growth in
many of our key end markets, which we expect will continue to offer us significant growth opportunities. In fiscal year 2024,
according to third party data, global production of light vehicles decreased approximately 1% and global production in the
heavy vehicle and off-road ("HVOR") markets we serve decreased approximately 7%, each from the prior year.
Fiscal year 2024 highlights
In fiscal year 2024, we used $701.9 million of cash to pay debt, including the early redemption of the full $700.0 million
aggregate principal amount outstanding on our 5.0% Senior Notes in accordance with the terms of the indenture under which
the 5.0% Senior Notes were issued. These repayments brought our gross outstanding indebtedness at December 31, 2024 to
$3.2 billion, representing a net leverage ratio of 3.0x, compared to gross indebtedness of $3.4 billion as of December 31, 2023
(representing a net leverage ratio of 3.2x). Net leverage ratio, discussed throughout this Item 7: Management's Discussion and
Analysis of Financial Condition and Results of Operations (this "MD&A"), is a financial measure not presented in accordance
with U.S. generally accepted accounting principles ("GAAP"). Refer to Non-GAAP Financial Measures included elsewhere in
this MD&A for additional information related to our use of net leverage ratio.
Fiscal year 2024 financial summary
Our consolidated revenue decreased 3.0% in fiscal year 2024 from the prior year. Excluding a decrease of 0.7% attributed to
changes in foreign currency exchange rates and a decrease of 0.8% due to the effect of divestitures, net revenue decreased 1.5%
on an organic basis. Organic revenue growth (or decline), discussed throughout this MD&A, is a financial measure not
presented in accordance with U.S. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for
additional information related to our use of organic revenue growth (or decline). Organic revenue decline was primarily driven
by revenue mix, market declines, and inventory destocking in our Industrial business, partially offset by content growth in the
Automotive, HVOR, and Aerospace businesses and the impact of pricing recoveries,
Operating income for fiscal year 2024 decreased $32.4 million, or 17.8%, to $149.3 million (3.8% of net revenue) compared to
$181.7 million (4.5% of net revenue) in the prior year. This decrease was primarily driven by a decrease in revenue, an increase
of $94.7 million in restructuring and other charges, net, driven by the loss on the sale of the Insights business, and a $41.5
million increase in selling, general and administrative ("SG&A") costs. These decreases were partially offset by a $171.6
million reduction in the goodwill impairment charge taken in 2024 and lower intangible asset charges in the current year. Refer
to Results of Operations included elsewhere in this MD&A for additional discussion of our operating earnings results for the
year ended December 31, 2024.
We generated $551.5 million of operating cash flows in fiscal year 2024, ending the year with $593.7 million in cash. In
addition to the aforementioned $701.9 million of cash used to pay debt, in fiscal year 2024, we used cash of approximately
$68.9 million for share repurchases and $72.2 million for payment of dividends. In fiscal year 2025, we will continue to execute
our capital allocation strategy that is currently designed to reduce our leverage and return capital to shareholders through our
33
dividend and opportunistic share repurchases. This strategy reduces risk in our capital structure, lowers interest expense, and
improves net income and earnings per share. We expect improving free cash flow (net cash provided by operating activities less
capital expenditures) to further reduce our net leverage ratio, and over time, we believe higher profitability will naturally allow
net leverage to decline and returns on invested capital to improve. Refer to Non-GAAP Financial Measures included elsewhere
in this MD&A for additional information related to our use of free cash flow.
In the third quarter of 2024, 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 revised projections of future cash flows and actual
performance that was lower than previous projections for this reporting unit. We evaluated the goodwill of the Dynapower
reporting unit for impairment using a combination of a market-based valuation method and an income-based approach which
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 2024,
we recorded a $150.1 million non-cash goodwill impairment charge. If Dynapower does not achieve the forecasted future cash
flows, there is a possibility that additional impairments of the remaining $229.8 million of goodwill may be recognized in the
future.
In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to a third party. The total
stated purchase price of the Insights Business was $165.0 million, subject to normal post-closing adjustments. In the year ended
December 31, 2024, we recognized a loss on sale of approximately $98.8 million, presented in restructuring and other charges,
net in our consolidated statements of operations, and approximately $11.2 million of transaction-related expenses, which were
presented in SG&A costs in our consolidated statements of operations. See Note 21: Disposals of the Financial Statements
included elsewhere in this Report for additional information.
On June 6, 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine
Business") of Spear Power Systems (“Spear”). In September 2024, we made the decision to exit the Spear aerospace and
defense business and entered into an asset purchase agreement that closed in October 2024, wherein a third party assumed
control of a majority of the remaining Spear assets. The exit of Spear was the result of a change in strategy with respect to the
business and involved ceasing sales, marketing, and business operations. It resulted in the elimination of certain positions,
primarily in the U.S., and the closure of operations in Belgium. Spear had been included in the Sensing Solutions reportable
segment. Exiting Spear resulted in charges in the year ended December 31, 2024 of approximately $22.2 million, consisting of
accelerated amortization of intangible assets, disposal of inventory and property, plant and equipment ("PP&E"), severance
charges, and other charges, including contract termination costs.
Refer to Note 5: Restructuring and Other Charges, Net, of our Financial Statements included elsewhere in this Report for
additional information on our exit from Spear.
Selected Segment Information
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. Set forth below is
selected information for each of these segments for the periods presented. In the three months ended March 31, 2024, we
realigned our business as a result of organizational changes that better allocate our resources to support changes to our business
strategy. The most significant changes include combining our Automotive and HVOR businesses (with the combined business
remaining in Performance Sensing) and moving the various assets and liabilities comprising our Insights Business out of
Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments. We
combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus. We also
moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing
these businesses together, by allowing us to scale core capabilities and better serve our customers. The amounts previously
reported in the tables below for the years ended December 31, 2023 and 2022 have been retrospectively recast to reflect this
change.
Amounts and percentages in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts
may not appear to recalculate due to the effect of rounding. The following table presents net revenue by segment and non-
segment for the identified periods:
34
For the year ended December 31,
2024
2023
2022
($ in millions)
Amount
Percent of
Total
Amount
Percent of
Total
Amount
Percent of
Total
Net revenue:
Performance Sensing
$
2,743.6
69.8 % $
2,749.9
67.8 % $
2,645.2
65.7 %
Sensing Solutions
1,061.3
27.0
1,156.7
28.5
1,210.7
30.0
Other
127.9
3.3
147.5
3.6
173.3
4.3
Total net revenue
$
3,932.8
100.0 % $
4,054.1
100.0 % $
4,029.3
100.0 %
The following table presents segment operating income in U.S. dollars ("USD") and as a percentage of segment and non-
segment net revenue for the identified periods:
For the year ended December 31,
2024
2023
2022
($ in millions)
Amount
Percent of
Segment
Net Revenue
Amount
Percent of
Segment
Net Revenue
Amount
Percent of
Segment
Net Revenue
Segment operating income:
Performance Sensing
$
676.1
24.6 % $
697.6
25.4 % $
683.8
25.9 %
Sensing Solutions
312.6
29.5 %
338.2
29.2 %
356.7
29.5 %
Other
28.1
21.9 %
7.5
5.1 %
11.1
6.4 %
Total segment and other operating income
$
1,016.8
$
1,043.3
$
1,051.7
For a reconciliation of total segment and non-segment operating income to consolidated operating income, refer to Note 20:
Segment Reporting of our Financial Statements included elsewhere in this Report.
Selected Geographic Information
We are a global business with significant operations around the world and a diverse revenue mix by geography, customer, and
end market. The following table presents (as a percentage of total) PP&E and net revenue by geographic region for the
identified periods:
PP&E, net as of December 31,
Net revenue for the year ended December 31,
2024
2023
2024
2023
2022
Americas
36.7 %
35.9 %
43.3 %
45.0 %
42.3 %
Europe
17.2 %
17.9 %
27.0 %
26.3 %
25.9 %
Asia and rest of world
46.0 %
46.2 %
29.7 %
28.7 %
31.8 %
Refer to Note 20: Segment Reporting of our Financial Statements included elsewhere in this Report for additional information
related to our PP&E, net balances by selected geographic area as of December 31, 2024 and 2023 and net revenue by selected
geographic area for the years ended December 31, 2024, 2023, and 2022.
Net Revenue by End Market
Our net revenue for the years ended December 31, 2024, 2023, and 2022 was derived from the following end markets:
For the year ended December 31,
(Percentage of total)
2024
2023
2022
Automotive
56.2 %
53.7 %
52.3 %
HVOR
17.6 %
17.7 %
16.8 %
Industrial
14.2 %
16.3 %
18.1 %
HVAC (1)
4.0 %
4.1 %
4.7 %
Aerospace
4.8 %
4.6 %
3.8 %
Other
3.3 %
3.6 %
4.3 %
__________________________
(1)
Heating, ventilation, and air conditioning
35
We are a significant supplier to multiple OEMs within many of these end markets, thereby reducing customer concentration
risk.
Factors Affecting Our Operating Results
The following discussion describes components of the consolidated statements of operations as well as factors that impact those
components. Refer to Note 2: Significant Accounting Policies of our Financial Statements included elsewhere in this Report,
and Critical Accounting Policies and Estimates included elsewhere in this MD&A for additional information related to the
accounting policies and estimates made related to these components. Refer to Results of Operations included elsewhere in this
MD&A for discussion of the actual impact on our financial statements of these factors.
Net revenue
We derive a significant portion of our revenue from sales into the automotive end market, and conditions in the automotive
industry can have a significant impact on the amount of revenue that we recognize. Outside of the automotive industry, we sell
our products and solutions to end-users in a wide range of industries, end markets, and geographic regions, and the drivers of
demand for these products and solutions vary considerably and are influenced by industry, market, or geographic conditions.
Changes in demand for these products and solutions could impact our revenue materially. Our overall net revenue is impacted
by various factors, which we characterize as "organic" or "inorganic." Inorganic factors include fluctuations in foreign currency
exchange rates and the net effect of acquisitions and divestitures.
Organic factors include fluctuations in overall economic activity within the industries, end markets, and geographic regions in
which we operate, which we term market growth. Other organic factors combine to reflect what we refer to as market
outgrowth. Such factors include (but are not limited to): (a) the number of our products used within existing applications, or the
development of new applications requiring these products, due to regulations or other factors; (b) the "mix" of products sold,
including the proportion of new or upgraded products and their pricing relative to existing products; (c) changes in product
sales prices (including quantity discounts, rebates, and cash discounts for prompt payment); (d) changes in the level of
competition faced by our products, including the launch of new products by competitors; (e) our ability to successfully develop,
launch, and sell new products and applications; and (f) the evolution of the markets we serve to safer, cleaner, and more
efficient, electrified, and connected technologies.
While the factors described above may impact net revenue in each of our reportable segments, the magnitude of that impact can
differ. For more information about revenue risks relating to our business, refer to Item 1A: Risk Factors included elsewhere in
this Report.
Cost of revenue
We manufacture most of our products, subcontracting only a limited number to third parties. As such, our cost of revenue
consists principally of the following:
•
Production Materials Costs. We source production materials globally to ensure a highly effective and efficient supply
chain. However, we are still impacted by local market conditions, including fluctuations in foreign currency exchange
rates. A portion of our production materials contains certain commodities, resins, and metals, the cost of which may vary
with underlying pricing and foreign currency exchange rates. We use forward contracts to economically hedge a portion
of our exposure to the potential change in prices associated with certain of these commodities, and we use forward
contracts to economically hedge our exposure to foreign exchange rate fluctuations. The terms of these forward contracts
fix the price of these commodities at a future date for various notional amounts. Gains and losses recognized on these
derivatives are recorded in other, net and are not included in cost of revenue. Refer to Note 6: Other, Net of our
Financial Statements included elsewhere in this Report for additional information.
•
Employee Costs. Wages and benefits, including variable incentive compensation, for employees involved in our
manufacturing operations and certain customer service and engineering activities is reflected in cost of revenue. A
substantial portion of these costs can fluctuate on an aggregate basis in direct correlation with changes in production
volumes. These costs may decline as a percentage of net revenue due to economies of scale associated with higher
production volumes, and conversely, may increase with lower production volumes. These costs also fluctuate based on
local labor market conditions. We rely on contract workers for direct labor in certain geographies. As of December 31,
2024, we had approximately 2,300 direct labor contract workers worldwide.
•
Sustaining Engineering Activity Costs. Modifications of existing products for use by new and existing customers in
familiar applications are included in cost of revenue, as are costs related to improvements in our manufacturing
processes.
36
•
Other. Our remaining cost of revenue primarily consists of: gains and losses on certain foreign currency forward
contracts that are designated as cash flow hedges; material yields; costs to import raw materials, such as tariffs;
depreciation of fixed assets used in the manufacturing process; freight costs; warehousing expenses; maintenance and
repair expenses; costs of quality assurance; operating supplies; and other general manufacturing expenses, such as
expenses for energy consumption and operating lease expense.
Changes in cost of revenue as a percentage of net revenue have historically been impacted by several factors, including:
•
changes in the price of raw materials, including the impact of changes in costs to import such raw materials, such as
tariffs;
•
changes in customer prices and surcharges;
•
implementation of cost improvement measures aimed at increasing productivity, including reduction of fixed production
costs, refinements in inventory management, design and process driven changes, and the coordination of procurement
within each subsidiary and at the business level;
•
product lifecycles, as we typically incur higher costs associated with new product development (related to excess
manufacturing capacity and higher production costs during the initial stages of product launches) and during the phase-
out of discontinued products;
•
changes in production volumes, as a portion of production costs are fixed;
•
transfer of production to our lower-cost manufacturing facilities;
•
changes in depreciation expense;
•
fluctuations in foreign currency exchange rates;
•
changes in product mix;
•
changes in logistics costs; and
•
acquisitions and divestitures – acquired and divested businesses may generate higher or lower cost of revenue as a
percentage of net revenue than our core business.
Research and development expense
We develop products that address increasingly complex engineering and operating performance requirements to help our
customers solve their most difficult challenges in the automotive, HVOR, industrial, clean energy, and aerospace end markets.
We believe that continued focused investment in research and development ("R&D") is critical to our future growth and
maintaining our leadership positions in the markets we serve. Our R&D efforts are directly related to timely development of
new and enhanced products that are central to our business strategy. We continually develop our technologies to meet an
evolving set of customer requirements and new product introductions. We conduct such activities in areas that we believe will
increase our long-term revenue growth. Our development expense is typically associated with engineering core technology
platforms to specific applications and engineering major upgrades that improve the functionality or reduce the cost of existing
products. In addition, we continually consider new technologies where we may have expertise for potential investment or
acquisition.
A large portion of our R&D activities is directed towards technologies and market trends that we believe have the potential for
significant future growth, but that relate to products that are not currently within our core business or include new features and
capabilities relative to existing products. Expenses related to these activities are less likely to result in increased near-term
revenue than our more mainstream development activities.
R&D expense consists of costs related to product design, development, and process engineering. Costs related to modifications
of existing products for use by new and existing customers in familiar applications are presented in cost of revenue and are not
included in R&D expense. The level of R&D expense in any period is related to the number of products in development, the
stage of the development process, the complexity of the underlying technology, the potential scale of the product upon
successful commercialization, and the level of our exploratory research.
Selling, general and administrative expense
SG&A expense consists of all expenditures incurred in connection with the sale and marketing of our products, as well as
administrative overhead costs, including: salary and benefit costs for sales and marketing personnel and administrative staff;
share-based compensation expense; charges related to the use and maintenance of administrative offices, including depreciation
expense; other administrative costs, including expenses relating to information systems, human resources, and legal, finance,
37
and accounting services; other selling and marketing related costs, such as expenses incurred in connection with travel and
communications; and transaction costs associated with acquisitions.
Changes in SG&A expense as a percentage of net revenue have historically been impacted by a number of factors, including:
•
changes in sales volume, as higher volumes enable us to spread the fixed portion of our selling, marketing, and
administrative expense over higher revenue (e.g., expenses relating to our sales and marketing personnel can fluctuate
due to prolonged trends in sales volume, while expenses relating to administrative personnel generally do not increase or
decrease directly with changes in sales volume);
•
changes in customer prices and surcharges;
•
changes in the mix of products we sell, as some products may require more customer support and sales effort than others;
•
new product launches in existing and new markets, as these launches typically involve a more intense sales and
marketing activity before they are integrated into customer applications and systems;
•
changes in our customer base, as new customers may require different levels of sales and marketing attention;
•
fluctuations in foreign currency exchange rates; and
•
acquisitions and divestitures - acquired and divested businesses may require different levels of SG&A expense as a
percentage of net revenue than our core business.
Depreciation expense
Depreciation expense includes depreciation of PP&E, which includes assets held under finance lease and amortization of
leasehold improvements. Depreciation expense is included in either cost of revenue or SG&A expense depending on the use of
the asset as a manufacturing or administrative asset. Depreciation expense will vary according to the age of existing PP&E and
the level of capital expenditures.
Amortization expense
We have recognized a significant amount of definite-lived intangible assets. Acquisition-related definite-lived intangible assets
are amortized on an economic-benefit basis, according to the useful lives of the assets, or on a straight-line basis if a pattern of
economic benefits cannot be reliably determined. The amount of amortization expense related to definite-lived intangible assets
depends on the amount and timing of definite-lived intangible assets acquired and where previously acquired definite-lived
intangible assets are in their estimated life cycle. In general, the economic benefit of a definite-lived intangible asset is
concentrated towards the beginning of its useful life.
Restructuring and other charges, net
Restructuring charges consist of severance, outplacement, other separation benefits, and facility and other exit costs. These
charges may be incurred as part of an announced restructuring plan or may be individual charges recognized related to acquired
businesses or the termination of a limited number of employees that do not represent the initiation of a larger restructuring plan.
Restructuring and other charges, net also includes the gain, net of transaction costs, from the sale of businesses, expense
incurred from acquisition-related compensation arrangements, and other operating income or expense that is not presented
elsewhere in operating income.
Amounts recognized in restructuring and other charges, net will vary according to the extent of our restructuring programs and
other income or expense items not presented elsewhere in operating income.
Interest expense
As of December 31, 2024 and 2023, we had gross outstanding indebtedness of $3,223.4 million and $3,425.2 million,
respectively. This indebtedness consists of a secured credit facility and various tranches of senior unsecured notes (together, the
"Senior Notes"). Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional
information on our indebtedness.
The credit agreement governing our secured credit facility (as amended, supplemented, waived, or otherwise modified, the
"Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities"), consisting of the Term
Loan, the $750.0 million revolving credit facility (the "Revolving Credit Facility"), and incremental availability (the
"Accordion") under which additional secured credit facilities could be issued under certain circumstances.
38
The Senior Notes accrue interest at fixed rates. However, the Term Loan and the Revolving Credit Facility accrue interest at
variable interest rates, which could drive some of the variability in interest expense. As of December 31, 2024, we had no
amounts outstanding on the Term Loan or Revolving Credit Facility. Refer to Item 7A: Quantitative and Qualitative
Disclosures About Market Risk included elsewhere in this Report for more information regarding our exposure to potential
changes in variable interest rates.
Interest income
Interest income relates to interest earned on our cash and cash equivalent balances, and varies according to the balances in, and
the interest rates provided by, these investments.
Other, net
Other, net primarily includes gains and losses associated with the remeasurement of monetary assets and liabilities denominated
in a currency that is not the functional currency, changes in the fair value of derivative financial instruments not designated as
cash flow hedges, mark-to-market gains and losses on investments, losses on debt financing transactions, and net periodic
benefit cost, excluding service cost.
Amounts recognized in other, net vary according to changes in foreign currency exchange rates, changes in the forward prices
for the foreign currencies and commodities that we hedge, the value of equity investments recorded on our consolidated balance
sheets at fair value, the number and magnitude of debt financing transactions we undertake, and the change in funded status of
our pension and other post-retirement benefit plans.
Refer to Note 6: Other, Net of our Financial Statements included elsewhere in this Report for additional information related to
the components of other, net. Refer to Item 7A: Quantitative and Qualitative Disclosures About Market Risk included elsewhere
in this Report for additional information related to our exposure to potential changes in foreign currency exchange rates and
commodity prices. Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional
information related to our debt financing transactions.
Provision for (or benefit from) income taxes
We are subject to income tax in the various jurisdictions in which we operate. The provision for (or benefit from) income taxes
consists of: current tax expense, which relates primarily to our profitable operations in jurisdictions outside the U.S. and U.K.
and withholding taxes related to interest, royalties, and repatriation of foreign earnings; and deferred tax expense (or benefit),
which represents adjustments in book-to-tax basis differences primarily related to the intangible assets, including goodwill,
acquired in connection with business combination transactions, the utilization of net operating losses, changes in tax rates, and
changes in our assessment of the realizability of our deferred tax assets.
Our current tax expense is favorably impacted by the amortization of definite-lived intangible assets and other tax benefits
derived from our operating and capital structure, including tax incentives in both the U.K. and China. In addition, our tax
structure takes advantage of participation exemption regimes that permit the receipt of intercompany dividends without
incurring taxable income in those jurisdictions.
While the extent of our future tax liability is uncertain, the impact of purchase accounting for past and future acquisitions,
changes to debt and equity capitalization of our subsidiaries, and the realignment of the functions performed and risks assumed
by our various subsidiaries are among the factors that will determine the future book and taxable income of each of our
subsidiaries and of Sensata as a whole.
Our effective tax rate will generally not equal either the U.K. or U.S. statutory tax rate due to various factors, the most
significant of which are described below. As these factors fluctuate from year to year, our effective tax rate will change. The
factors include, but are not limited to, the following:
•
establishing or releasing a portion of the valuation allowance related to our gross deferred tax assets;
•
foreign tax rate differential - we operate in multiple jurisdictions including but not limited to Bulgaria, China, Malaysia,
Malta, Mexico, the Netherlands, Switzerland, the U.S., and the U.K. This can result in a foreign tax rate differential that
may reflect a tax benefit or detriment. This foreign tax rate differential can change from year to year based upon the
jurisdictional mix of earnings and changes in current and future enacted tax rates, tax holidays, and favorable tax
regimes available to certain of our foreign subsidiaries;
•
changes in tax laws and rates, including the potential or actual impact of activities by the Organization for Economic Co-
operation and Development ("OECD") initiatives such as Pillar Two, the European Commission ("EC") challenges to
39
sovereign EU member states, and uncertainty surrounding potential changes to United States tax laws and regulations
under the new administration;
•
losses incurred in certain jurisdictions, which cannot be currently benefited, if it is not more likely than not that the
associated deferred tax asset will be realized in the foreseeable future;
•
foreign currency exchange gains and losses;
•
income tax audit settlements, final assessments, or lapse of applicable statutes of limitation, which may result in
recognizing an income tax expense or benefit including adjustment of previously accrued interest and penalties; and
•
in certain jurisdictions, we recognize withholding and other taxes on intercompany payments, including dividends, and
such taxes are deducted if they cannot be credited against the recipient's tax liability in its country of residence.
Seasonality
Refer to Item 1: Business included elsewhere in this Report for discussion of our assessment of seasonality related to our
business.
Legal Proceedings
Refer to Item 3: Legal Proceedings included elsewhere in this Report for discussion of legal proceedings related to our
business.
Results of Operations
Our discussion and analysis of results of operations are based upon our Financial Statements included elsewhere in this Report.
The Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of the Financial Statements
requires us to make estimates and judgments that affect the amounts reported therein. We base our estimates on historical
experience and assumptions believed to be reasonable under the circumstances, and we re-evaluate such estimates on an
ongoing basis. Actual results may materially differ from our estimates under different assumptions or conditions. Our
significant accounting policies and estimates are more fully described in Note 2: Significant Accounting Policies of our
Financial Statements included elsewhere in this Report and Critical Accounting Policies and Estimates included elsewhere in
this MD&A.
The table below presents our historical results of operations in millions of dollars and as a percentage of net revenue. We have
derived these results of operations from our Financial Statements. In the three months ended March 31, 2024, we realigned our
business as a result of organizational changes that better allocate our resources to support changes to our business strategy. The
most significant changes include combining our Automotive and HVOR businesses (with the combined business remaining in
Performance Sensing) and moving the Insights Business out of Performance Sensing to a new operating segment, which is not
aggregated within either of our reportable segments. We combined the Automotive and HVOR businesses to better leverage our
core capabilities and prioritize product focus. We also moved certain shorter-cycle businesses from Performance Sensing to
Sensing Solutions, which will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to
scale core capabilities and better serve our customers. Prior year amounts in this Report have been recast to reflect this
40
realignment. 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 year ended December 31,
2024
2023
2022
Amount
Percent of
Net Revenue
Amount
Percent of
Net Revenue
Amount
Percent of
Net Revenue
Net revenue:
Performance Sensing
$
2,743.6
69.8 % $
2,749.9
67.8 % $
2,645.2
65.7%
Sensing Solutions
1,061.3
27.0
1,156.7
28.5
1,210.7
30.0
Other
127.9
3.3
147.5
3.6
173.3
4.3
Total net revenue
3,932.8
100.0 %
4,054.1
100.0 %
4,029.3
100.0%
Operating costs and expenses
3,783.5
96.2
3,872.4
95.5
3,359.1
83.4
Operating income
149.3
3.8
181.7
4.5
670.1
16.6
Interest expense
(155.8)
(4.0)
(182.2)
(4.5)
(195.6)
(4.9)
Interest income
16.2
0.4
31.3
0.8
16.7
0.4
Other, net
(21.5)
(0.5)
(13.0)
(0.3)
(94.6)
(2.3)
(Loss)/income before taxes
(11.8)
(0.3)
17.8
0.4
396.7
9.8
(Benefit from)/provision for income taxes
(140.3)
(3.6)
21.8
0.5
86.0
2.1
Net income/(loss)
$
128.5
3.3 % $
(3.9)
(0.1) % $
310.7
7.7 %
The discussion that follows compares operating results for fiscal year 2024 to fiscal year 2023. For a discussion of our fiscal
year 2023 operating results compared to fiscal year 2022, refer to Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed
on February 29, 2024.
Refer to Item 1: Business included elsewhere in this Report for more detailed discussion of our reportable segments, including
discussion of major products and market drivers. Refer to discussion under the heading Factors Affecting Our Operating
Results included elsewhere in this MD&A for a detailed discussion of the various factors that may drive changes in our
operating results. The below discussion provides information on the material factors impacting fiscal year 2024 compared to
fiscal year 2023.
Net revenue
Net revenue for the year ended December 31, 2024 decreased 3.0% compared to the prior year. Net revenue decreased 1.5% on
an organic basis, which excludes a decrease of 0.7% attributed to changes in foreign currency exchange rates and a decrease of
0.8% due to the effect of a divestiture.
Performance Sensing
Performance Sensing net revenue for the year ended December 31, 2024 decreased 0.2% compared to the prior year. Excluding
a decrease of 0.9% attributed to changes in foreign currency exchange rate, Performance Sensing net revenue increased 0.7% on
an organic basis.
Automotive end market net revenue for the year ended December 31, 2024 increased 0.6% compared to the prior year.
Excluding a decrease of 0.9% attributed to changes in foreign currency exchange rates, automotive end market net revenue
increased 1.5% on an organic basis. This organic revenue growth was primarily due to content growth, partially offset by
unfavorable market conditions.
HVOR end market net revenue for the year ended December 31, 2024 decreased 2.7% compared to the prior year. Excluding a
decrease of 0.6% attributed to changes in foreign currency exchange rates, HVOR end market net revenue decreased 2.1% on
an organic basis. This organic revenue decline was primarily due to market decline, partially offset by content growth.
Sensing Solutions
Sensing Solutions net revenue for the year ended December 31, 2024 decreased 8.2% compared to the prior year. Excluding a
decrease of 0.3% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue decreased 7.9% on an
organic basis, which primarily reflects weakness in our industrial content and inventory destocking, partially offset by market
and content growth in the aerospace business.
41
Operating costs and expenses
Operating costs and expenses for the years ended December 31, 2024, 2023, and 2022 are presented, in millions of dollars and
as a percentage of 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 year ended December 31,
2024
2023
2022
Amount
Percent of
Net Revenue
Amount
Percent of
Net Revenue
Amount
Percent of
Net Revenue
Operating costs and expenses:
Cost of revenue
$
2,776.9
70.6 % $
2,792.8
68.9 % $
2,712.0
67.3 %
Research and development
169.3
4.3
178.9
4.4
189.3
4.7
Selling, general and administrative
392.2
10.0
350.7
8.6
370.6
9.2
Amortization of intangible assets
145.7
3.7
173.9
4.3
153.8
3.8
Goodwill impairment charge
150.1
3.8
321.7
7.9
—
—
Restructuring and other charges, net
149.2
3.8
54.5
1.3
(66.7)
(1.7)
Total operating costs and expenses
$
3,783.5
96.2 % $
3,872.4
95.5 % $
3,359.1
83.4 %
Cost of revenue
In the year ended December 31, 2024, cost of revenue as a percentage of net revenue increased versus the prior year period, due
to (1) higher depreciation expense, (2) lower net revenues, and (3) the net impacts of customer pricing and manufacturing
efficiencies.
Refer to Note 5: Restructuring and Other Charges, Net, of our Financial Statements included elsewhere in this Report for
additional details regarding our exit of the Spear businesses.
Research and development expense
R&D expense in the year ended December 31, 2024 did not fluctuate materially from the prior year period.
Selling, general and administrative expense
SG&A expense increased in the year ended December 31, 2024 due primarily to (1) $20.3 million of accelerated amortization
recorded on right-of-use lease assets that the Company intends to cease using in the near term, (2) higher share-based
compensation expense, and (3) additional costs incurred to remediate the material weaknesses identified in our internal controls
over financial reporting for the year ended December 31, 2023.
Refer to Note 21: Divestitures of our Financial Statements included elsewhere in this Report for additional information related
to our acquisitions and divestitures.
Amortization of intangible assets
Amortization expense decreased in the year ended December 31, 2024, primarily due to the divestiture of the Insights Business
resulting in approximately $12.0 million lower amortization expense during fiscal year 2024 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.
We expect amortization expense to be approximately $80.1 million in fiscal year 2025.
Refer to Note 5: Restructuring and Other Charges, Net and Note 11: Goodwill and Other Intangible Assets, Net of our
Financial Statements included elsewhere in this Report for additional information regarding the charges related to the exit of the
Spear businesses and amortization of our intangible assets, respectively.
Goodwill impairment charge
In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting
unit could exceed its fair value. Accordingly, we evaluated the Dynapower reporting unit for impairment and determined that it
was impaired. In the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge. This impairment was
primarily driven by a lower long-range financial forecast resulting from specific discrete events that changed the timing of our
42
forecasted performance. If Dynapower does not achieve the forecasted future cash flows, or if there were a change in the
discount rate or other valuation inputs, there is a possibility that additional impairments of the remaining $229.8 million of
goodwill may be recognized in the future.
Restructuring and other charges, net
Restructuring and other charges, net increased in the year ended December 31, 2024 versus the prior year period, due to a $98.8
million loss recognized on the sale of the Insights Business partially offset by a decrease in net severance charges recognized.,..
Refer to Note 5: Restructuring and Other Charges, Net of our Financial Statements included elsewhere in this Report for
additional information on the components of restructuring and other charges, net.
Operating income
In the year ended December 31, 2024, operating income decreased $32.4 million, or 17.8%, to $149.3 million (3.8% of net
revenue) compared to $181.7 million (4.5% of net revenue) in the prior year, primarily due to (1) a $150.1 million goodwill
impairment charge related to the Dynapower business, (2) a $98.8 million loss on the sale of the Insights Business, (3) higher
SG&A expense, (4) the impact of organic revenue declines together with the net impact of customer pricing and manufacturing
efficiencies, and (5) the unfavorable impact of foreign exchange rates, partially offset by (1) a $321.7 million goodwill
impairment charge related to the Insights reporting unit in the prior year and (2) a $28.1 million decrease in amortization of
intangibles.
Interest expense
In the year ended December 31, 2024, interest expense decreased $26.4 million from the prior period, primarily due to lower
interest expense on (1) the 5.0% Senior Notes, which were redeemed in July 2024, (2) the 5.625% Senior Notes, which were
redeemed in the fourth quarter of 2023, and (3) the Term Loan, which was paid in full in the second quarter of 2023, partially
offset by higher interest expense related to the 6.625% Senior Notes, which were issued in June 2024.
Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional information regarding the
early payment on the Term Loan.
Interest income
In the year ended December 31, 2024, interest income decreased $15.1 million compared to the prior period, primarily due to
lower cash balances, as we used cash on hand to pay down debt.
Other, net
Other, net for the years ended December 31, 2024, 2023, and 2022 consisted of the following (amounts have been calculated
based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
For the year ended December 31,
(In millions)
2024
2023
2022
Currency remeasurement gain/(loss) on net monetary assets (1)
$
4.0
$
(20.2) $
(18.2)
(Loss)/gain on foreign currency forward contracts (2)
(2.6)
4.2
4.3
Gain/(loss) on commodity forward contracts (2)
3.5
(2.8)
(3.4)
Loss on debt financing (3)
(9.8)
(5.4)
(5.5)
Loss on equity investments, net (4)
(14.0)
(0.7)
(75.6)
Net periodic benefit cost, excluding service cost
(3.0)
(3.9)
(5.1)
Other
0.4
15.8
8.7
Other, net
$
(21.5) $
(13.0) $
(94.6)
__________________________
(1)
Relates to the remeasurement of foreign denominated monetary assets and liabilities into the functional currency.
(2)
Relates to changes in the fair value of derivative financial instruments that are not designated as hedges. Refer to Note 19:
Derivative Instruments and Hedging Activities of our Financial Statements included elsewhere in this Report for additional
information related to gains and losses on our commodity and foreign currency forward contracts. Refer to Item 7A:
Quantitative and Qualitative Disclosures About Market Risk included elsewhere in this Report for an analysis of the
sensitivity of other, net to changes in foreign currency exchange rates and commodity prices.
43
(3)
Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional information related to
our debt financing transactions.
(4)
The year ended December 31, 2022 primarily relates to mark-to-market losses on our investment in Quanergy Systems,
Inc. ("Quanergy").
(Benefit from)/provision for income taxes
The components of (benefit from)/provision for income taxes for the years ended December 31, 2024, 2023, and 2022 are
described in more detail in the table below, reconciled to the U.S. statutory rate for each year (amounts have been calculated
based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
For the year ended December 31,
(In millions)
2024
2023
2022
Tax computed at U.S. statutory rate of 21% (1)
$
(2.5) $
3.7
$
83.3
Capital restructurings and dispositions(6)
40.6
(286.4)
4.5
Valuation allowances (4)
(180.0)
278.5
15.7
Goodwill impairment (3)
31.5
41.2
—
Foreign tax rate differential (2)
(13.6)
(17.3)
(44.3)
Withholding taxes not creditable
6.1
14.1
12.3
Research and development incentives (5)
(10.4)
(9.0)
(10.8)
Unrealized foreign currency exchange losses
2.3
1.5
9.3
Reserve for tax exposure
(0.9)
1.1
1.3
Changes in tax laws or rates (2)
(2.6)
(0.3)
2.6
Other (7)
(10.9)
(5.2)
12.1
(Benefit from)/provision for income taxes
$
(140.3) $
21.8
$
86.0
__________________________
(1)
Represents the product of the applicable statutory tax rate and income before taxes, as reported in the consolidated
statements of operations.
(2)
We operate in multiple jurisdictions, including but not limited to Bulgaria, China, Malaysia, Malta, Mexico, the
Netherlands, Switzerland, the U.S., and the U.K. This can result in a foreign tax rate differential that may reflect a tax
benefit or detriment. This differential can vary annually based upon the jurisdictional mix of earnings and changes in
current and future enacted tax rates. Additionally, one of our subsidiaries was eligible for a reduced tax rate in China
through December 31, 2024. The impact on current tax expense of this reduced corporate income tax rate is included in the
foreign tax rate differential, and the impact of the deferred tax remeasurement is included in the change in tax laws or rates.
(3)
During the years ended December 31, 2024 and 2023, we incurred a non-cash impairment charge for goodwill that is
nondeductible for tax purposes.
(4)
During the year ended December 31, 2024, we implemented a strategy to secure the future tax deductibility of certain
intellectual property, leading to a $257.7 million reduction in the valuation allowance against this deferred tax asset,
initially established in the year ended December 31, 2023. This reduction was counterbalanced by an increase in the
valuation allowance due to losses from the sale of the Insights Business.
(5)
In China, we benefit from the R&D super deduction regime. In the U.K., certain of our subsidiaries are eligible for lower
tax rates under the "patent box" regime. In the U.S., we benefit from the federal R&D credit.
(6)
The increase in our effective tax rate for the year ended December 31, 2024, is primarily due to the strategy executed to
secure the future deductibility of certain intellectual property rights. This unfavorable impact was partially offset by losses
from the sale of the Insights business. For the year ended December 31, 2023, the transfer of these intellectual property
rights led to the recording of a deferred tax asset with a full valuation allowance. Additionally, the increase in our effective
tax rate for the year ended December 31, 2022, was due to the tax accounting impacts of the divestiture of the Qinex
Business, partially offset by separate intangible property transfers.
(7)
Refer to Note 7: Income Taxes of our Financial Statements included elsewhere in this Report for additional information
related to other components of our rate reconciliation.
We do not believe that there are any known trends related to the reconciling items noted above that are reasonably likely to
result in our liquidity increasing or decreasing in any material way.
44
Non-GAAP Financial Measures
This section provides additional information regarding certain non-GAAP financial measures, including organic revenue
growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share
("EPS"), free cash flow, adjusted corporate and other expenses, net debt, gross and net leverage ratio, and adjusted earnings
before interest, taxes, depreciation, and amortization ("EBITDA"), which are used by our management, Board of Directors, and
investors. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the
preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining
compensation for certain employees.
The use of our non-GAAP financial measures has limitations. They should be considered as supplemental in nature and are not
intended to be considered in isolation from, or as an alternative to, reported net revenue growth (or decline), operating income,
operating margin, net income, diluted EPS, net cash provided by operating activities, corporate and other expenses, or total debt
and finance lease obligations, calculated in accordance with U.S. GAAP. In addition, our measures of organic revenue growth
(or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, free cash flow, adjusted
corporate and other expenses, gross and net leverage ratio, and adjusted EBITDA may not be the same as, or comparable to,
similar non-GAAP financial measures presented by other companies.
Organic revenue growth (or decline) and market outgrowth
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue, calculated in accordance with
U.S. GAAP, excluding the period-over-period impact of foreign currency exchange rate differences (or "constant currency") as
well as the net impact of material acquisitions and divestitures for the 12-month period following the respective transaction
date(s).
We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating
performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal
planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in
evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or
that we believe impact comparability with the prior year period.
Market outgrowth is calculated as organic revenue growth less our weighted market growth. Our weighted market growth is
calculated using our regional and platform sales mix, as applicable, in the corresponding period. Market outgrowth is used to
describe the impact of an increasing quantity and value of our products used in customer systems and applications above market
growth. We believe this provides a more meaningful comparison of our revenue growth relative to the markets we serve.
Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS
We define adjusted operating income as operating income (or loss), determined in accordance with U.S. GAAP, adjusted to
exclude certain non-GAAP adjustments which are described under the heading Non-GAAP adjustments below. Adjusted
operating margin is calculated by dividing adjusted operating income (or loss) by net revenue determined in accordance with
U.S. GAAP. We define adjusted net income as follows: net income (or loss) determined in accordance with U.S. GAAP,
excluding certain non-GAAP adjustments which are described under the heading Non-GAAP adjustments below. Adjusted EPS
is calculated by dividing adjusted net income by the number of diluted weighted-average ordinary shares outstanding in the
period as determined in accordance with U.S. GAAP.
Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS (and the
constant currency equivalent of each) as measures of operating performance, for planning purposes (including the preparation
of our annual operating budget), to allocate resources to enhance the financial performance of our business, to evaluate the
effectiveness of our business strategies, in communications with our Board of Directors and investors concerning our financial
performance, and as factors in determining compensation for certain employees. We believe investors and securities analysts
also use these non-GAAP financial measures in their evaluation of our performance and the performance of other similar
companies. These non-GAAP financial measures are not measures of liquidity.
Free cash flow
Free cash flow is defined as net cash provided by operating activities less additions to PP&E and capitalized software. 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,
and (or) accelerate the repayment of debt obligations.
45
Adjusted corporate and other expenses
Adjusted corporate and other expenses is defined as corporate and other expenses calculated in accordance with U.S. GAAP,
excluding the portion of non-GAAP adjustments described below that relate to corporate and other expenses. We believe
adjusted corporate and other expenses is useful to management and investors in understanding the impact of non-GAAP
adjustments on operating expenses not allocated to our segments.
Adjusted EBITDA
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense,
interest income, and provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and
the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction
costs, and (3) deferred loss or gain on derivative instruments. Refer to Non-GAAP adjustments below for additional discussion
of these adjustments.
Gross leverage ratio
Gross leverage ratio represents gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM")
adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding
trends in our overall financial condition.
Net leverage ratio
Net leverage ratio represents net debt (total debt and finance lease obligations less cash and cash equivalents) divided by LTM
adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding
trends in our overall financial condition.
Non-GAAP adjustments
Many of our non-GAAP adjustments relate to a series of strategic initiatives developed by our management aimed at better
positioning us for future revenue growth and an improved cost structure. These initiatives have been modified from time to time
to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives include,
among other items, acquisitions, divestitures, restructurings of certain business, supply chain or corporate activities, and various
financing transactions. We describe these adjustments in more detail below, each of which is net of current tax impacts, as
applicable.
•
Restructuring related and other: includes net charges related to certain restructuring and other exit activities as well as
other costs (or income) that we believe are either unique or unusual to the identified reporting period, and that we
believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our
manufacturing processes to increase productivity. This type of activity occurs periodically, however each action is
unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial
statements and analyses that management uses in connection with financial planning and in its review and assessment of
our operating and financial performance, including the performance of our segments.
•
Financing and other transaction costs: includes losses or gains related to debt financing transactions, 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 equity financing transaction, mark-to-market losses or gains on
our equity investments, expenses related to compensation arrangements entered into concurrent with the closing of an
acquisition, and adjustments related to changes in the fair value of acquisition-related contingent consideration amounts.
•
Deferred loss or gain on derivative instruments: includes unrealized losses or gains on derivative instruments that do not
qualify for hedge accounting as well as the impact of commodity prices on our raw material costs relative to the strike
price on our commodity forward contracts.
•
Amortization of intangible assets: Beginning with the three months ended December 31, 2024, we started adjusting
operating income and net income to exclude the amortization of all our intangible assets, and we discontinued the use of
adjustments to exclude step-up depreciation in our non-GAAP measures. Prior periods have not been recast.
•
Deferred taxes and other tax related: includes adjustments for deferred taxes and other timing differences including, but
not limited to, book-to-tax basis differences on the fair value of intangible assets and goodwill, the utilization of net
operating losses, and adjustments to our valuation allowance in connection with certain transactions and tax law
changes. Other tax related items include certain adjustments to unrecognized tax benefits and withholding tax on
46
repatriation of foreign earnings.
•
Amortization of debt issuance costs: represents interest expense related to the amortization of deferred financing costs
and debt discounts, net of premiums.
•
Where applicable, the current income tax effect of non-GAAP adjustments.
Our definition of adjusted net income excludes the deferred provision for (or benefit from) income taxes and other tax related
items described above. As we treat deferred income taxes as an adjustment to compute adjusted net income, the deferred
income tax effect associated with the reconciling items presented below would not change adjusted net income for any period
presented.
Non-GAAP reconciliations
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 periods presented. Refer to the discussion under the heading Non-GAAP
adjustments above for additional information related to 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 year ended December 31, 2024
($ in millions, except per share amounts)
Operating
Income
Operating
Margin
Income
Taxes
Net Income
Diluted
EPS
Reported (GAAP)
$
149.3
3.8 % $
(140.3) $
128.5
$
0.85
Non-GAAP adjustments:
Restructuring related and other (a)
321.4
8.2
(5.1)
316.4
2.10
Financing and other transaction costs (b)
133.1
3.4
(1.4)
155.4
1.03
Amortization of intangible assets (c)
142.1
3.6
—
142.1
0.94
Deferred loss/(gain) on derivative instruments
2.6
0.1
0.5
(0.4)
—
Amortization of debt issuance costs
—
—
—
5.7
0.04
Deferred taxes and other tax related (d)
—
—
(228.7)
(228.7)
(1.52)
Total adjustments
599.2
15.2
(234.6)
390.6
2.59
Adjusted (non-GAAP)
$
748.5
19.0 % $
94.3 $
519.1
$
3.44
For the year ended December 31, 2023
($ in millions, except per share amounts)
Operating
Income
Operating
Margin
Income
Taxes
Net (Loss)/
Income
Diluted
EPS
Reported (GAAP)
$
181.7
4.5 % $
21.8 $
(3.9) $
(0.03)
Non-GAAP adjustments:
Restructuring related and other (a)
411.5
10.2
(3.7)
407.8
2.67
Financing and other transaction costs (b)
16.3
0.4
2.7
24.2
0.16
Amortization of intangible assets (c)
168.6
4.2
—
168.6
1.11
Deferred gain on derivative instruments
(4.1)
(0.1)
0.3
(1.7)
(0.01)
Amortization of debt issuance costs
—
—
—
6.8
0.04
Deferred taxes and other tax related (d)
—
—
(50.4)
(50.4)
(0.33)
Total adjustments
592.3
14.6
(51.1)
555.3
3.64
Adjusted (non-GAAP)
$
774.0
19.1 % $
72.8 $
551.4
$
3.61
47
For the year ended December 31, 2022
($ in millions, except per share amounts)
Operating
Income
Operating
Margin
Income
Taxes
Net
Income
Diluted
EPS
Reported (GAAP)
$
670.1
16.6 % $
86.0 $
310.7
$
1.99
Non-GAAP adjustments:
Restructuring related and other (a)
36.5
0.9
(3.5)
34.5
0.22
Financing and other transaction costs (b)
(75.6)
(1.9)
2.8
10.7
0.07
Amortization of intangible assets (c)
148.3
3.7
—
148.3
0.95
Deferred (gain)/loss on derivative instruments
(1.5)
0.0
(0.4)
1.5
0.01
Amortization of debt issuance costs
—
—
—
7.0
0.04
Deferred taxes and other tax related (d)
—
—
17.8
17.8
0.11
Total adjustments
107.7
2.7
16.7
219.8
1.41
Adjusted (non-GAAP)
$
777.9
19.3 % $
69.3 $
530.5
$
3.40
__________________________
(a)
The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for
fiscal years 2024, 2023, and 2022 (amounts have been calculated based on unrounded numbers, accordingly, certain
amounts may not appear to recalculate due to the effect of rounding):
For the year ended December 31,
(In millions)
2024
2023
2022
Business and corporate repositioning (i)
$
171.3 $
77.6
$
27.2
Other (ii)
150.1
333.8
10.8
Income tax effect (iii)
(5.1)
(3.7)
(3.5)
Total non-GAAP restructuring related and other (iv)
$
316.4 $
407.8
$
34.5
__________________________
i.
Primarily includes charges related to repositioning our business and corporate functions to more effectively respond
to the challenges that face the business.
1.
Fiscal year 2024 included (1) certain actions related to restructuring of our IT operations and product
lifecycle management including product line discontinuations within the Sensing Solutions segment,
resulting in total costs of $46.7 million, including severance, contract termination costs, and charges related
to asset write-downs, (2) approximately $105.8 million, of other various restructuring-related charges,
including those related to our 2H 2024 Plan, (3) approximately $12.6 million of costs associated with
exiting Spear, primarily recorded in restructuring and other charges, net, and (4) a $6.2 million pension
settlement charge, recorded in restructuring and other charges, net.
2.
Fiscal year 2023 primarily included (1) $28.8 million of charges related to the exit the Spear Marine
Business, $14.5 million of which was recorded in restructuring and other charges, net, with the remainder
primarily in cost of revenue, (2) $23.5 million of charges incurred as part of the Q3 2023 Plan, recorded in
restructuring and other charges, net, and (3) $18.8 million of charges arising as a result of actions taken in
the Q3 2023 Plan, of which approximately $2.1 million was recorded in restructuring and other charges, net,
with the remainder primarily in cost of revenue.
ii.
Fiscal year 2024 primarily relates to a $150.1 million non-cash goodwill impairment charge related to the
Dynapower reporting unit. Fiscal year 2023 primarily relates to a $321.7 million non-cash goodwill impairment
charge related to the Insights 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 and charges incurred related to legal matters associated with acquired businesses, for which new
information is brought to light after the measurement period for the business combination is closed, but for which the
liability relates to events or activities that occurred prior to our acquisition of the business.
iii.
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.
iv.
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 fiscal years 2024, 2023, and 2022 (amounts have been calculated based on unrounded numbers, accordingly,
certain amounts may not appear to recalculate due to the effect of rounding):
48
For the year ended December 31,
(In millions)
2024
2023
2022
Transaction loss/(gain), net (i)
$
121.9 $
(1.2) $
(115.4)
Merger and acquisition compensation arrangements (ii)
11.1
17.4
42.3
Loss on debt financing (iii)
9.8
5.4
5.5
Loss/(gain) on investments (iv)
14.0
(0.2)
75.6
Income tax effect (v)
(1.4)
2.7
2.8
Total financing and other transaction costs (vi)
$
155.4 $
24.2
$
10.7
__________________________
i.
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.
1.
Fiscal year 2024 includes a loss of $98.8 million on the sale of the Insights Business.
2.
Fiscal year 2022 includes gains of $135.1 million on the sale of the various assets and liabilities comprising
our semiconductor test and thermal business (collectively, the "Qinex Business").
ii.
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.
iii.
Fiscal year 2024 amounts relate to the redemption of the 5.0% Senior Notes. Fiscal year 2023 amounts relate to the
redemption of the 5.625% Senior Notes and the prepayment on the Term Loan. Fiscal year 2022 amounts relate to
the redemption of the 4.875% Senior Notes. Refer to Note 14: Debt for additional information on financing
transactions.
iv.
Represents mark-to-market losses or gains on our investments. In fiscal year 2022, this represents losses on our
investment in Quanergy, which are presented in other, net in our consolidated statements of operations.
v.
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.
vi.
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 and
amortization in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of
all our intangible assets. The years ended December 31, 2023 and 2022 have not been recast. If we had recast these non-
GAAP measures for the years ended December 31, 2024, 2023, and 2022, adjusted operating income and adjusted net
income would have increased by an additional $3.6 million, $5.3 million and $5.5 million, respectively.
(d)
Deferred taxes and other tax related adjustments for the year ended December 31, 2022 includes current tax expense of
$14.7 million related to the repatriation of earnings from certain Asian subsidiaries to their parent companies in the
Netherlands. The decision to repatriate these earnings was the result of our goal to reduce our balance sheet exposure and
corresponding earnings volatility related to changes in foreign currency exchange rates as well as to fund our deployment
of capital.
The following table presents a reconciliation of net cash provided by operating activities calculated in accordance with U.S.
GAAP to free cash flow.
For the year ended December 31,
(In millions)
2024
2023
2022
Net cash provided by operating activities
$
551.5 $
456.7 $
460.6
Additions to property, plant and equipment and capitalized software
(158.6)
(184.6)
(150.1)
Free cash flow
$
393.0 $
272.1 $
310.5
49
The following table presents a reconciliation of corporate and other expenses calculated in accordance with U.S. GAAP to
adjusted corporate and other expenses.
For the year ended December 31,
(In millions)
2024
2023
2022
Corporate and other expenses (GAAP)
$
(572.5) $
(633.2) $
(294.4)
Non-GAAP adjustments
Restructuring related and other
284.4
366.5
11.9
Financing and other transaction costs
20.8
6.8
15.7
Amortization of intangible assets and other
0.8
0.9
1.2
Deferred loss/(gain) on derivative instruments
2.6
(4.1)
(1.5)
Total adjustments
308.6
370.1
27.3
Adjusted corporate and other expenses (non-GAAP)
$
(263.9) $
(263.1) $
(267.1)
The following table presents a reconciliation of net income/(loss) calculated in accordance with U.S. GAAP to adjusted
EBITDA.
For the year ended December 31,
(In millions)
2024
2023
2022
Net income/(loss)
$
128.5 $
(3.9) $
310.7
Interest expense, net
139.6
150.9
178.8
(Benefit from)/provision for income taxes
(140.3)
21.8
86.0
Depreciation expense
167.1
133.1
127.2
Amortization of intangible assets
145.7
173.9
153.8
EBITDA
440.7
475.7
856.5
Non-GAAP adjustments
Restructuring related and other
285.0
411.5
38.0
Financing and other transaction costs
156.8
21.5
7.5
Deferred (gain)/loss on derivative instruments
(0.9)
(2.0)
1.9
Adjusted EBITDA
$
881.6 $
906.6 $
903.9
The following table presents a reconciliation of total debt and finance lease obligations calculated in accordance with U.S.
GAAP to net and gross leverage ratio.
As of and for the year ended December 31,
($ in millions)
2024
2023
2022
Current portion of long-term debt and finance lease obligations
$
2.4 $
2.3 $
256.5
Finance lease obligations, less current portion
21.0
22.9
24.7
Long-term debt, net
3,176.1
3,374.0
3,958.9
Total debt and finance lease obligations
3,199.5
3,399.2
4,240.1
Less: debt premium/(discount), net
1.0
(1.6)
(3.4)
Less: deferred financing costs
(24.9)
(24.4)
(29.9)
Total gross indebtedness
$
3,223.4 $
3,425.2 $
4,273.4
Adjusted EBITDA (LTM)
$
881.6 $
906.6 $
903.9
Gross leverage ratio
3.7
3.8
4.7
Total gross indebtedness
$
3,223.4 $
3,425.2 $
4,273.4
Less: cash and cash equivalents
593.7
508.1
1,225.5
Net debt
$
2,629.7 $
2,917.1 $
3,047.9
Adjusted EBITDA (LTM)
$
881.6 $
906.6 $
903.9
Net leverage ratio
3.0
3.2
3.4
50
Liquidity and Capital Resources
As of December 31, 2024 and 2023, 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):
As of December 31,
(In millions)
2024
2023
United Kingdom
$
4.4
$
12.6
United States
6.9
12.9
The Netherlands
256.3
158.2
China
272.2
250.8
Other
53.9
73.6
Total cash and cash equivalents
$
593.7
$
508.1
The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of
factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal
course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were
earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot
be recovered in a tax-free manner.
In certain jurisdictions, our cash balances are subject to withholding taxes immediately upon withdrawal of funds to a different
jurisdiction. In addition, in order to take advantage of incentive programs offered by various jurisdictions, including tax
incentives, we are required to maintain minimum cash balances in these jurisdictions. The transfer of cash from these
jurisdictions could result in loss of incentives or higher cash tax expense, but those impacts are not expected to be material.
Our cash and cash equivalent balances as of December 31, 2024 and 2023 were held in the following significant currencies:
As of December 31, 2024
(In millions)
USD
EUR
GBP
CNY
Other
United Kingdom
$
0.1 €
0.0 £
3.1 ¥
—
United States
6.9
0.0
0.0
—
The Netherlands
247.8
7.4
0.5
—
China
73.1
—
—
1,453.6
Other
41.3
2.3
—
—
Total
$
369.2 €
9.7 £
3.6 ¥
1,453.6
USD Equivalent
$
10.1 $
4.5 $
199.2 $
10.7
As of December 31, 2023
(In millions)
USD
EUR
GBP
CNY
Other
United Kingdom
$
0.4 €
0.0 £
11.9 ¥
—
United States
12.9
0.0
—
—
The Netherlands
143.9
12.2
0.3
—
China
155.2
—
—
679.4
Other
58.3
2.5
—
—
Total
$
370.7 €
14.7 £
12.2 ¥
679.4
USD Equivalent
$
16.2 $
15.6 $
95.6 $
10.0
Cash Flows
The table below summarizes our primary sources and uses of cash for the years ended December 31, 2024, 2023, and 2022. We
have derived this summarized statement of cash flows from our Financial Statements included elsewhere in this Report.
51
Amounts 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 year ended December 31,
(In millions)
2024
2023
2022
Net cash provided by/(used in):
Operating activities:
Net income/(loss) adjusted for non-cash items
$
611.2
$
639.6
$
609.9
Changes in operating assets and liabilities, net
(54.5)
(160.3)
(125.8)
Cash operating activities
(5.2)
(22.6)
(23.5)
Operating activities
551.5
456.7
460.6
Investing activities
(19.2)
(165.0)
(590.6)
Financing activities
(442.8)
(1,016.6)
(353.5)
Effects of exchange rate differences
(4.0)
7.5
—
Net change in cash and cash equivalents
$
85.6
$
(717.4) $
(483.4)
Operating Activities
Refer to Results of Operations included elsewhere in this MD&A for discussion of the drivers of changes in net income/(loss)
in fiscal years 2024 and 2023.
Net cash provided by operating activities for the year ended December 31, 2024 increased from the prior year primarily due to
favorable changes in working capital, partially offset by decreased cash provided by earnings.
Investing Activities
Investing activities primarily include cash exchanged for the acquisition or divestiture of a business or group of assets, cash
paid for additions to PP&E and capitalized software, and the acquisition or sale of certain debt and equity securities.
Net cash used in investing activities for the year ended December 31, 2024 decreased compared to the corresponding period of
the prior year, primarily due to cash received for the divestiture of the Insights Business in the year ended December 31, 2024,
and a decrease in cash paid for capital expenditures. In the year ended December 31, 2024, we received cash proceeds of $135.7
million from the sale of a business, compared to $19.0 million in the year ended December 31, 2023.
In fiscal year 2025, we anticipate additions to PP&E and capitalized software of approximately $150.0 million, which we
expect to be funded with cash flows from operations.
Financing Activities
Net cash used in financing activities for the year ended December 31, 2024 decreased primarily due to $500.0 million of cash
received from the issuance of the 6.625% Senior Notes in the second quarter of 2024 and lower payments on debt of
approximately $147.0 million, partially offset by the payment of $79.4 million to purchase the remaining equity interest in a
former joint venture in the current year. Refer to Note 14: Debt and Note 16: Shareholders' Equity of our Financial Statements
included elsewhere in this Report for additional information.
52
Indebtedness and Liquidity
The following table details our gross outstanding indebtedness as of December 31, 2024 and the associated interest expense for
the year then ended (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear
to recalculate due to the effect of rounding):
(In millions)
Balance as of
December 31, 2024
Interest Expense for
the year ended
December 31, 2024
5.0% Senior Notes (1)
—
18.9
4.375% Senior Notes
450.0
19.7
3.75% Senior Notes
750.0
28.1
4.0% Senior Notes
1,000.0
40.0
5.875% Senior Notes
500.0
29.4
6.625% Senior Notes
500.0
18.8
Finance lease obligations
23.4
2.1
Total gross outstanding indebtedness
$
3,223.4
Amortization of debt issuance costs
5.7
Capitalized interest costs (2)
(7.9)
Other interest expense (3)
1.1
Interest expense
$
155.8
__________________________
(1)
In July 2024, we redeemed in full the $700.0 million aggregate principal amount outstanding on our 5.0% Senior Notes.
(2)
Relates to interest costs capitalized as PP&E in accordance with Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Subtopic 835-20, Capitalization of Interest.
(3)
Primarily relates to fees on the unused balance on our Revolving Credit Facility.
Debt Instruments
As of December 31, 2024, our debt instruments included $450.0 million aggregate principal amount of 4.375% senior notes due
2030 (the "4.375% Senior Notes"), $750 million aggregate principal amount of 3.75% senior notes due 2031 (the "3.75%
Senior Notes"), $1.0 billion aggregate principal amount of 4.0% senior notes due 2029 (the "4.0% Senior Notes"), $500.0
million aggregate principal amount of 5.875% senior notes due 2030 (the "5.875% Senior Notes"), and $500 million aggregate
principal amount of 6.625% senior notes due 2032 (the "6.625% Senior Notes"). There are no outstanding borrowings on the
Revolving Credit Facility as of December 31, 2024.
In June 2024, we completed the issuance and sale of $500.0 million aggregate principal amount of the 6.625% Senior Notes. In
July 2024, we used the proceeds from this issuance, together with cash on hand, for the redemption in full of the $700.0 million
aggregate principal amount of the 5.0% Senior Notes.
Refer to Note 14: Debt of our Financial Statements included elsewhere in this Report for additional information related to our
debt instruments.
The aggregate principal amount of each tranche of our Senior Notes is due in full at its maturity date. Loans made pursuant to
the Revolving Credit Facility must be repaid in full at its maturity date and can be repaid prior to then at par. All letters of credit
issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such
time.
The following table presents the remaining mandatory principal repayments of long-term debt, in millions, excluding finance
lease payments and discretionary repurchases of debt, in each of the years ended December 31, 2025 through 2029 and
53
thereafter.
For the year ended December 31,
Aggregate Maturities
2025
$
—
2026
—
2027
—
2028
—
2029
1,000.0
Thereafter
2,200.0
Total long-term debt principal payments
$
3,200.0
Capital Resources
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 December 31, 2024, there was $745.8 million available under the Revolving Credit Facility, net of $4.2 million
of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for
the benefit of certain operating activities. As of December 31, 2024, 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 to $2.8 billion under certain circumstances.
We believe, based on our current level of operations for the year ended December 31, 2024, and taking into consideration the
restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures discussed
below and in Note 14: Debt of our Financial Statements included elsewhere in this Report, that the sources of liquidity
described above will be sufficient to fund our operations, capital expenditures, dividend payments, ordinary share repurchases,
and debt service for the short and long term. However, we cannot make assurances that our business will generate sufficient
cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our
indebtedness or to fund our other liquidity needs. Further, the amount of our debt may limit our ability to procure additional
financing in the future.
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 January 28, 2025, Moody’s Investors Service’s corporate credit
rating for STBV was Ba2 with a positive outlook, and S&P'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.
Restrictions and Covenants
The Credit Agreement provides that if our senior secured net leverage ratio exceeds a specified level, we are required to use a
portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to
prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. 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 year ended December 31,
2024.
The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants (described in more detail in Note 14:
Debt of our Financial Statements included elsewhere in this Report) that limit the ability of STBV and certain of its subsidiaries
to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. 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. We do not believe that these restrictions and
covenants will prevent us from funding share repurchases under our share repurchase programs or maintaining our dividend
with available cash and cash flows from operations. As of December 31, 2024, we believe that we were in compliance with all
the covenants and default provisions under the Credit Agreement and the Senior Notes Indentures.
54
Share repurchase program
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or
terminated by our Board of Directors 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.
In July 2019 our Board of Directors authorized a $500.0 million ordinary share repurchase program (the "July 2019 Program").
In January 2022, our Board of Directors authorized the January 2022 Program, which replaced the July 2019 Program. On
September 26, 2023, our Board of Directors authorized the September 2023 Program, which replaced the January 2022
Program, effective October 1, 2023.
During the year ended December 31, 2022, we purchased approximately 6.3 million ordinary shares under the January 2022
Program, at a weighted average price per share of $46.08. During the year ended December 31, 2023, we repurchased
approximately 2.3 million ordinary shares at a weighted average price per share of $38.31. These purchases were made under
the January 2022 Program and the September 2023 Program. During the year ended December 31, 2024, we repurchased
approximately 1.9 million ordinary shares at a weighted average price per share of $36.19. These purchases were made under
the September 2023 Program. As of December 31, 2024, approximately $403.0 million remained available under the September
2023 Program.
Dividends
In the second quarter of 2022, we began paying quarterly cash dividends of $0.11 per share to our shareholders. In the second
quarter of 2023, we increased the quarterly dividends to $0.12 per share. In the years ended December 31, 2024, 2023, and
2022 we paid aggregate cash dividends of $72.2 million, $71.5 million, and $51.1 million respectively. On January 24, 2025,
we announced that our Board of Directors declared a quarterly dividend of $0.12 per share, payable on February 26, 2025 to
shareholders of record as of February 12, 2025.
Critical Accounting Estimates
As discussed in Note 2: Significant Accounting Policies of our Financial Statements included elsewhere in this Report, which
more fully describes our significant accounting policies, the preparation of consolidated financial statements in accordance with
U.S. GAAP requires us to exercise judgment in the process of applying our accounting policies. 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. The accounting policies and estimates that we believe are most critical to the portrayal of our financial
condition and results of operations are listed below. We believe these policies require the most difficult, subjective, and
complex judgments in estimating the effect of inherent uncertainties.
Revenue Recognition
The discussion below details the most significant judgments and estimates we make regarding recognition of revenue in
accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. In accordance with FASB ASC Topic 606,
we recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to
which we expect to be entitled in exchange for those goods, using a five-step model. The most critical judgments and estimates
we make in the implementation of this model relate to identifying the contract with the customer and determination of the
transaction price associated with the performance obligation(s) in the contract, specifically related to variable consideration.
While many of the agreements with our customers specify certain terms and conditions that apply to any transaction between
the parties, many of which are in effect for a defined term, the majority of these agreements do not result in contracts (as
defined in FASB ASC Topic 606) because they do not create enforceable rights and obligations on the parties. Specifically, (1)
the parties are not committed to perform any obligations in accordance with the specified terms and conditions until a customer
purchase order is received and accepted by us and (2) there is a unilateral right of each party to terminate the agreement at any
time without compensating the other party. For this reason, the majority of our contracts (as defined in FASB ASC Topic 606)
are customer purchase orders. If this assessment were to change, it could result in a material change to the amount of net
revenue recognized in a period.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring
promised goods or services to a customer. In determining the transaction price related to a contract, we determine whether the
amount promised in a contract includes a variable amount (variable consideration). Variable consideration may be specified in
the customer purchase order, in another agreement that identifies terms and conditions of the transaction, or based on our
55
customary practices. We have identified certain types of variable consideration that may be included in the transaction price
related to our contracts, including sales returns (which generally include a right of return for defective or non-conforming
product) and trade discounts (including retrospective volume discounts and early payment incentives). Such variable
consideration has not historically been material. However, should our judgments and estimates regarding variable consideration
change, it could result in a material change to the amount of net revenue recognized in a period.
Goodwill
Businesses acquired are recognized at their fair value on the date of acquisition, with the excess of the purchase price over the
fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. Intangible assets acquired may include
either definite-lived or indefinite-lived intangible assets, or both. In accordance with FASB ASC Topic 350, Intangibles—
Goodwill and Other, goodwill is not amortized. Instead, these assets are evaluated for impairment on an annual basis, and
whenever events or business conditions change that could indicate that the asset is impaired.
Our judgments regarding the existence of indicators of goodwill impairment are based on several factors, including the
performance of the end markets served by our customers, as well as the actual financial performance of our reporting units and
their respective financial forecasts over the long-term. We evaluate goodwill for impairment in the fourth quarter of each fiscal
year, unless events occur which trigger the need for an earlier impairment review.
Identification of reporting units. As of September 30, 2024, we had seven reporting units, Automotive, HVOR, Industrial
Solutions, Aerospace, Clean Energy Solutions, Aftermarket and Dynapower. During the second half of 2024, we reorganized
our Sensing Solutions operating segment, which resulted in the realignment of our reporting units during Q4 2024. As a result
of this reorganization, our Clean Energy Solutions reporting unit, which includes high-voltage contactors, was combined with
our existing Industrial Solutions reporting unit creating one reporting unit, Industrial Solutions. There have been no subsequent
changes to our reporting units as of December 31, 2024.
These reporting units have been identified based on the definitions and guidance provided in FASB ASC Topic 350.
Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which
considers, among other things, the manner in which we operate our business and the availability of discrete financial
information. Components of an operating segment are aggregated to form one reporting unit if the components have similar
economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in
which the business is operated.
Assignment of assets, liabilities, and goodwill to reporting units. Some assets and liabilities relate to the operations of multiple
reporting units. We allocate these assets and liabilities to the reporting units based on methods that we believe are reasonable
and supportable. We apply that allocation method on a consistent basis from year to year. Other assets and liabilities, such as
debt, cash and cash equivalents, and PP&E associated with our corporate offices, are viewed as being corporate in nature.
Accordingly, we do not assign these assets and liabilities to our reporting units.
In the event we reorganize our business, we reassign the assets (including goodwill) and liabilities among the affected reporting
units using a reasonable and supportable methodology. As businesses are acquired, we assign assets acquired (including
goodwill) and liabilities assumed to a new or existing reporting unit as of the date of the acquisition. In the event a disposal
group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the
disposal group to the retained portion of the related reporting unit.
Evaluation of goodwill for impairment. We have the option to first assess qualitative factors to determine whether a quantitative
goodwill impairment analysis must be performed. The objective of a qualitative analysis is to assess whether it is more likely
than not that the fair value of a reporting unit is less than its carrying value. We make this assessment based on macroeconomic
conditions, industry and market considerations, cost factors, overall financial performance, and other relevant factors as
applicable. If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting
unit is less than its carrying value, then we prepare a discounted cash flow analysis to determine whether the carrying value of
the reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, we
recognize an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB ASC Topic 350.
We evaluate the goodwill of each reporting unit for impairment as of October 1, or more often if impairment indicators are
identified, using a quantitative method. In performing our evaluation under the quantitative method, we estimated the fair
values of our reporting units using the discounted cash flow method, and, when applicable, a market multiples approach (the
"Market Approach") using comparable companies appropriate to the reporting unit. For the discounted cash flow method, we
prepared detailed annual projections of future net cash flows for the reporting unit for the subsequent ten fiscal years (the
"Discrete Projection Period"). We estimated the value of the net cash flows beyond the tenth fiscal year (the "Terminal Year")
56
by using either the Gordon Growth Model or the H-Model. The net cash flows from the Discrete Projection Period and the
Terminal Year were discounted at an estimated weighted-average cost of capital ("WACC") appropriate for each reporting unit.
The estimated WACC was derived, in part, from comparable companies appropriate to each reporting unit. We believe that our
procedures for estimating discounted future net cash flows, including the Terminal Year valuation, were reasonable and
consistent with accepted valuation practices.
In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting
unit could exceed the fair value. The primary indicators of impairment were revised projections of future cash flows and actual
performance that was lower than previous projections for the reporting unit. 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 2024, we
recorded a $150.1 million non-cash impairment charge. If Dynapower does not achieve the forecasted future cash flows, or if
the discount rate or other assumptions were to change, it is reasonably possible that additional impairments of the remaining
$229.8 million of goodwill may be recognized in the future.
Based on our 2023 evaluation, we determined that goodwill in our Insights reporting unit was impaired, driven primarily by a
lower long-range financial forecast resulting from the impact of restructuring actions taken in the third and fourth quarters of
2023 and consequent business decisions regarding our level of investment in Insights in future years considering Sensata’s
focus on electrification. Other valuation assumptions for the Insights reporting unit valuation that were impacted by
macroeconomic factors also contributed to the impairment. Accordingly, we recorded a $321.7 million non-cash impairment
charge in the fourth quarter of 2023, representing the entire goodwill balance allocated to Insights. Refer to Note 11: Goodwill
and Other Intangible Assets, Net of our Financial Statements included elsewhere in this Report for additional information.
The preparation of forecasts of revenue growth and profitability for use in the long-range forecasts, the selection of the discount
rates, and the estimation of the multiples used in the Market Approach involve significant judgments. Changes to these
assumptions could affect the estimated fair value of one or more of our reporting units and could result in a goodwill
impairment charge in a future period.
Types of events that could result in a goodwill impairment. As noted above, the assumptions used in the quantitative calculation
of fair value of our reporting units, including the long-range forecasts, the selection of the discount rates, and the estimation of
the multiples or long-term growth rates used in valuing the Terminal Year involve significant judgments. Changes to these
assumptions could affect the estimated fair values of our reporting units calculated in prior years and could result in a goodwill
impairment charge in a future period. We believe that certain factors, such as a future recession, any material adverse conditions
in the automotive industry and other industries in which we operate, and other factors identified in Item 1A: Risk Factors
included elsewhere in this Report could cause us to revise our long-term projections. Such revisions could result in a goodwill
impairment charge in the future.
We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the
goodwill impairment test, including: the timing of our most recent quantitative impairment tests and the relative amount by
which a reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation
models and the sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or
market conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the
carrying value of a reporting unit’s net assets from the time of our most recent goodwill impairment test. We also consider the
impact of recent acquisitions in our expectations of the reporting units, such as the Dynapower reporting unit, and how these
acquisitions perform against their original expected performance, as these might put pressure on the reporting units' fair value
over carrying value in the short term. Based on the results of this analysis, we do not consider any of our reporting units outside
of Dynapower, which was impaired during 2024, to be at risk of failing the goodwill impairment test.
Income Taxes
As part of the process of preparing our financial statements, we are required to estimate our provision for (or benefit from)
income taxes in each of the jurisdictions in which we operate. This involves estimating our current tax expense, including
assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different
treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Management
judgment is required in determining various elements of our provision for (or benefit from) income taxes, including the amount
of tax benefits on uncertain tax positions, and deferred tax assets that should be recognized.
In accordance with FASB ASC Topic 740, Income Taxes, we record uncertain tax positions on the basis of a two-step process.
57
First, we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the
position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest
amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the relevant tax
authority. Significant judgment is required in evaluating whether our tax positions meet this two-step process. The more-likely-
than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits
claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance
sheet date. Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense
line item in the consolidated statements of operations. We classify interest and penalties related to uncertain tax positions within
the provision for (or benefit from) income taxes line of the consolidated statements of operations.
We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In measuring
our deferred tax assets, we consider all available evidence, both positive and negative, including future reversals of existing
taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations in
various jurisdictions, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or
some portion of the deferred tax assets. Significant judgment is required in considering the relative impact of these items along
with the weight that should be given to each category, commensurate with the extent to which it can be objectively verified. The
more negative evidence that exists, the more positive evidence is necessary, and the more difficult it is to support a conclusion
that a valuation allowance is not needed. Additionally, we utilize the "more likely than not" criteria established in FASB ASC
Topic 740 to determine whether the future tax benefit from the deferred tax assets should be recognized.
Ultimately, the ability to realize our deferred tax assets is based on our assessment of future taxable income, which is based on
estimated future results. In the event that actual results differ from these estimates, or we adjust our estimates in the future, we
may need to adjust our valuation allowance assessment, which could materially impact our consolidated financial position and
results of operations.
Recently issued accounting standards adopted in the current period
In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280),
Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This
guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly
provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an
amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a
public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB
ASC Topic 280, Segment Reporting, in interim periods, and that a public entity provide the title and position of the chief
operating decision maker. Other requirements of the guidance are not expected to be material. There is no change to the
guidance for identification or aggregation of operating or reportable segments. FASB ASU No. 2023-07 will be effective for
annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
The guidance must be applied retrospectively to all prior periods presented. We adopted ASU No. 2023-07 on January 1, 2024
and have included the required new annual disclosures in our Annual Report on Form 10-K for the year ended December 31,
2024.
Recently issued accounting standards to be adopted in a future period
In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures,
which introduces new disclosure requirements for income taxes. This update is effective for annual periods beginning after
December 31, 2024. While this ASU is not yet effective for the year ending December 31, 2024, we anticipate that it will
significantly enhance the transparency and detail of our income tax disclosures in future periods. Key changes include:
•
Enhanced rate reconciliation disclosures, requiring a tabular reconciliation of the effective tax rate using both
percentages and amounts, with detailed information on significant reconciling items.
•
Detailed disclosures of income taxes paid, broken out between federal (national), state/local, and foreign taxes, and by
individual jurisdictions when they represent 5% or more of the total income taxes paid.
•
More detailed disclosures about deferred tax liabilities, particularly those related to unremitted earnings of foreign
subsidiaries.
We are currently assessing the impact of these new requirements on our financial reporting and will implement the necessary
changes in our disclosures for the year ending December 31, 2025.
In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income,
58
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
amendments require 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. The amendments in this update are 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in foreign currency exchange rates because we transact our business in a variety of foreign
currencies. We are also exposed to changes in the prices of certain commodities (primarily metals) that we use in production.
Changes in foreign currency exchange rates and commodity prices may have an impact on future cash flows and earnings. We
monitor our exposure to these risks and may or may not employ derivative financial instruments ("derivative instruments") to
limit the volatility to earnings and cash flows generated by these exposures. Any derivative instrument we employ may or may
not be designated for hedge accounting treatment under FASB ASC Topic 815, Derivatives and Hedging, which may result in
volatility to earnings depending upon fluctuations in the underlying markets.
By using derivative instruments, we are subject to credit and market risk. The fair market values of these derivative instruments
are based upon valuation models whose inputs are derived using market observable inputs, including foreign currency exchange
and commodity spot and forward rates, and reflect the asset and liability positions as of the end of each reporting period. When
the fair value of a derivative contract is positive, the counterparty is liable to us, thus creating a receivable risk for us. We are
exposed to counterparty credit (or repayment) risk in the event of non-performance by counterparties to our derivative
agreements. We attempt to minimize this risk by entering into transactions with major financial institutions of investment grade
credit rating.
Interest Rate Risk
As discussed further in Note 14: Debt of our Financial Statements included elsewhere in this Report, the Credit Agreement
provides for the Senior Secured Credit Facilities including the Revolving Credit Facility, and incremental availability (the
"Accordion") under which additional secured credit facilities could be issued under certain circumstances. In the year ended
December 31, 2023, we prepaid the entire outstanding balance on the Term Loan, which was our only variable-rate debt.
Borrowings under the Revolving Credit Facility continue to be subject to interest based on a variable rate, but we had no
outstanding balance on the Revolving Credit Facility at December 31, 2024 or 2023.
Foreign Currency Risk
Consistent with our risk management objectives and strategy to reduce exposure to variability in cash flows, and for non-
trading purposes, we may enter into foreign currency exchange rate derivatives that qualify as cash flow hedges, and that are
intended to offset the effect of exchange rate fluctuations on forecasted sales and certain forecasted costs. We may also enter
into foreign currency forward contracts that are not designated for hedge accounting purposes. Refer to Note 19: Derivative
Instruments and Hedging Activities of our Financial Statements included elsewhere in this Report for additional information
related to the foreign currency forward contracts outstanding as of December 31, 2024.
Sensitivity Analysis
The tables below present our foreign currency forward contracts as of December 31, 2024 and 2023 and the estimated impact to
future pre-tax earnings as a result of a 10% strengthening/weakening in the foreign currency exchange rate:
(Decrease)/Increase to Future Pre-Tax Earnings Due to:
(In millions)
Net Asset/(Liability) Balance as
of December 31, 2024
10% Strengthening of the Value
of the Foreign Currency Relative
to the U.S. Dollar
10% Weakening of the Value of
the Foreign Currency Relative to
the U.S. Dollar
Euro
$
18.7
$
(48.7) $
48.7
Chinese Renminbi
$
(6.2) $
5.9
$
(5.9)
Mexican Peso
$
(20.4) $
19.8
$
(19.8)
British Pound Sterling
$
(0.7) $
6.2
$
(6.2)
59
(Decrease)/Increase to Future Pre-Tax Earnings Due to:
(In millions)
Net (Liability)/Asset Balance as
of December 31, 2023
10% Strengthening of the Value
of the Foreign Currency Relative
to the U.S. Dollar
10% Weakening of the Value of
the Foreign Currency Relative to
the U.S. Dollar
Euro
$
(7.4) $
(48.4) $
48.4
Chinese Renminbi
$
(0.2) $
11.4
$
(11.4)
Japanese Yen
$
0.0
$
0.1
$
(0.1)
Korean Won
$
(0.0) $
(2.3) $
2.3
Malaysian Ringgit
$
0.0
$
0.5
$
(0.5)
Mexican Peso
$
25.0
$
26.3
$
(26.3)
British Pound Sterling
$
2.4
$
7.9
$
(7.9)
Commodity Risk
We are exposed to the potential change in prices associated with certain commodities used in the manufacturing of our
products. We may mitigate a portion of this exposure by entering forward contracts that fix the price at a future date for various
notional amounts associated with these commodities. These forward contracts are not designated as accounting hedges. Refer to
Note 19: Derivative Instruments and Hedging Activities of our Financial Statements included elsewhere in this Report for
additional information related to the commodity forward contracts outstanding as of December 31, 2024.
Sensitivity Analysis
The tables below present our commodity forward contracts as of December 31, 2024 and 2023 and the estimated impact to pre-
tax earnings associated with a 10% increase/(decrease) in the related forward price for each commodity:
Net Asset/(Liability)
Balance as of
December 31, 2024
Average Forward Price
Per Unit as of
December 31, 2024
Increase/(Decrease) to Pre-tax Earnings Due to
(In millions, except per unit amounts)
10% Increase
in the Forward Price
10% Decrease
in the Forward Price
Silver
$
0.9
$
29.67
$
1.9
$
(1.9)
Copper
$
(0.7) $
4.04
$
2.1
$
(2.1)
Net Asset Balance as of
December 31, 2023
Average Forward Price
Per Unit as of
December 31, 2023
Increase/(Decrease) to Pre-tax Earnings Due to
(In millions, except per unit amounts)
10% Increase
in the Forward Price
10% Decrease
in the Forward Price
Silver
$
0.5
$
24.61
$
1.7
$
(1.7)
Copper
$
0.2
$
3.90
$
2.5
$
(2.5)
60
62
64
65
66
67
68
69
70
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders' Equity
Notes to Consolidated Financial Statements
2.
Financial Statement Schedules
The following schedules are included elsewhere in this Annual Report on Form 10-K:
119
Schedule I — Condensed Financial Information of the Registrant
Schedule II — Valuation and Qualifying Accounts
123
Schedules other than those listed above have been omitted since the required information is not present, or not present in
amounts sufficient to require submission of the schedule, or because the information required is included in the audited
consolidated financial statements or the notes thereto.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1.
Financial Statements
The following audited consolidated financial statements of Sensata Technologies Holding plc are included in this Annual
Report on Form 10-K:
61
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Sensata Technologies Holding plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc and subsidiaries (the
"Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash
flows and changes in shareholders' equity for each of the two years in the period ended December 31, 2024, and the related
notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024,
and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024,
in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 28, 2025 expressed an adverse opinion on the Company's internal control over
financial reporting because of material weaknesses identified.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Goodwill - Dynapower Reporting Unit - Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its
carrying value. The Company determined the fair value of the Dynapower reporting unit using a discounted cash flow model
and market approach. The determination of fair value using the discounted cash flow model requires management to make
significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation and
amortization (“EBITDA”) margins, discount rate, and terminal growth rate. The determination of the fair value using the
market approach requires management to make significant assumptions related to the EBITDA multiple. Changes in these
assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment
recognized. In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the
Dynapower reporting unit could exceed the fair value. As such the Company performed an evaluation to determine the fair
value of the Dynapower reporting unit. As a result of this evaluation, the Company determined the Dynapower reporting unit’s
carrying value exceeded its fair value and recorded an impairment charge of $150.1 million during the third quarter of 2024,
representing a portion of its goodwill balance. The Dynapower reporting unit’s fair value was further evaluated as of October 1,
62
2024 as part of the Company’s annual goodwill impairment analysis, which did not result in any further impairments of the
Dynapower reporting unit’s goodwill balance.
Given the significant estimates and assumptions management made to estimate the fair value of the Dynapower reporting unit,
performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts
of future revenues and EBITDA margins, estimate of the discount rate, and the selection of the terminal growth rate and
EBITDA multiple required a high degree of auditor judgment and an increased extent of effort, including the need to involve
our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues, EBITDA margins and multiples, and the selection of the
discount rate and terminal growth rate for the Dynapower reporting unit included the following, among others:
•
Evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
•
Evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal
communications to management, and (3) external information, such as peer company revenue and EBITDA growth rates,
and industry reports.
•
With the assistance of our fair value specialists, we evaluated the reasonableness of:
◦
the discount rate and terminal growth rate, including testing the underlying source information and the
mathematical accuracy of the calculations, and developing a range of independent estimates and comparing
those to the discount rate and terminal growth rate selected by management.
◦
the EBITDA multiple, including testing the underlying source information and mathematical accuracy of the
calculations, and comparing the multiple selected by management to its guideline companies for the Dynapower
reporting unit.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 28, 2025
We have served as the Company's auditor since 2023.
63
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Sensata Technologies Holding plc
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in
shareholders’ equity of Sensata Technologies Holding plc (the Company) for the year ended December 31, 2022, and the
related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects the results of
its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company's auditor from 2005 to 2023.
Boston, Massachusetts
February 13, 2023, except for notes 3, 11 and 20, as to which the date is February 28, 2025
64
SENSATA TECHNOLOGIES HOLDING PLC
Consolidated Balance Sheets
(In thousands, except per share amounts)
As of December 31,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
593,670
$
508,104
Accounts receivable, net of allowances of $20,524 and $28,980 as of December 31, 2024 and 2023,
respectively
660,180
744,129
Inventories
614,455
713,485
Prepaid expenses and other current assets
158,934
136,686
Total current assets
2,027,239
2,102,404
Property, plant and equipment, net
821,653
886,010
Goodwill
3,383,800
3,542,770
Other intangible assets, net
492,878
883,671
Deferred income tax assets
288,189
131,527
Other assets
129,505
134,605
Total assets
$
7,143,264
$
7,680,987
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt and finance lease obligations
$
2,414
$
2,276
Accounts payable
362,186
482,301
Income taxes payable
29,417
32,139
Accrued expenses and other current liabilities
317,341
307,002
Total current liabilities
711,358
823,718
Deferred income tax liabilities
235,689
359,073
Pension and other post-retirement benefit obligations
27,910
38,178
Finance lease obligations, less current portion
20,984
22,949
Long-term debt, net
3,176,098
3,373,988
Other long-term liabilities
80,782
66,805
Total liabilities
4,252,821
4,684,711
Commitments and contingencies (Note 15)
Shareholders' equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized and 176,541 and
175,832 shares issued as of December 31, 2024 and 2023, respectively
2,257
2,249
Treasury shares, at cost, 26,994 and 25,090 shares as of December 31, 2024 and 2023,
respectively
(1,282,051)
(1,213,160)
Additional paid-in capital
1,872,577
1,901,621
Retained earnings
2,340,203
2,295,604
Accumulated other comprehensive (loss)/income
(42,543)
9,962
Total shareholders' equity
2,890,443
2,996,276
Total liabilities and shareholders' equity
$
7,143,264
$
7,680,987
The accompanying notes are an integral part of these consolidated financial statements.
65
SENSATA TECHNOLOGIES HOLDING PLC
Consolidated Statements of Operations
(In thousands, except per share amounts)
For the year ended December 31,
2024
2023
2022
Net revenue
$
3,932,764
$
4,054,083
$
4,029,262
Operating costs and expenses:
Cost of revenue
2,776,931
2,792,825
2,712,048
Research and development
169,276
178,867
189,344
Selling, general and administrative
392,196
350,655
370,644
Amortization of intangible assets
145,744
173,860
153,787
Goodwill impairment charge
150,100
321,700
—
Restructuring and other charges, net
149,241
54,500
(66,700)
Total operating costs and expenses
3,783,488
3,872,407
3,359,123
Operating income
149,276
181,676
670,139
Interest expense
(155,793)
(182,184)
(195,565)
Interest income
16,180
31,324
16,746
Other, net
(21,500)
(12,974)
(94,618)
(Loss)/Income before taxes
(11,837)
17,842
396,702
(Benefit from)/Provision for income taxes
(140,314)
21,751
86,017
Net income/(loss)
$
128,477
$
(3,909) $
310,685
Basic net income/(loss) per share
$
0.85
$
(0.03) $
2.00
Diluted net income/(loss) per share
$
0.85
$
(0.03) $
1.99
The accompanying notes are an integral part of these consolidated financial statements.
66
SENSATA TECHNOLOGIES HOLDING PLC
Consolidated Statements of Comprehensive Income
(In thousands)
For the year ended December 31,
2024
2023
2022
Net income/(loss)
$
128,477
$
(3,909) $
310,685
Other comprehensive income/(loss), net of tax:
Cash flow hedges
(25,426)
1,848
(1,166)
Defined benefit and retiree healthcare plans
16,809
3,430
4,462
Change in foreign currency translation adjustments
(43,888)
20,948
—
Other comprehensive (loss)/income
(52,505)
26,226
3,296
Comprehensive income
$
75,972
$
22,317
$
313,981
The accompanying notes are an integral part of these consolidated financial statements.
67
SENSATA TECHNOLOGIES HOLDING PLC
Consolidated Statements of Cash Flows
(In thousands)
For the year ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net income/(loss)
$
128,477
$
(3,909) $
310,685
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation
167,135
133,105
127,184
Amortization of debt issuance costs
5,734
6,772
6,969
Goodwill impairment charge
150,100
321,700
—
Loss/(gain) on sale of business
98,750
(5,877)
(135,112)
Share-based compensation
38,459
29,994
31,791
Loss on debt financing
9,757
1,413
5,468
Amortization of intangible assets
145,744
173,860
153,787
Deferred income taxes
(233,408)
(54,159)
(781)
Loss on equity investments, net
13,976
711
75,569
Other non-cash gain/(loss), net
86,506
35,986
34,309
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net
56,627
2,861
(108,992)
Inventories
16,172
(70,155)
(44,362)
Prepaid expenses and other current assets
(12,978)
13,943
(16,961)
Accounts payable and accrued expenses
(109,954)
(80,712)
40,930
Income taxes payable
1,488
(12,119)
17,490
Other
(5,806)
(14,119)
(13,881)
Acquisition-related compensation payments
(5,232)
(22,620)
(23,500)
Net cash provided by operating activities
551,547
456,675
460,593
Cash flows from investing activities:
Acquisitions, net of cash received
—
—
(631,516)
Additions to property, plant and equipment and capitalized software
(158,555)
(184,609)
(150,064)
Investment in debt and equity securities
3,681
(390)
(7,983)
Proceeds from sale of business, net of cash sold
135,717
19,000
198,841
Other
—
994
152
Net cash used in investing activities
(19,157)
(165,005)
(590,570)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares
4,605
5,346
22,803
Payments of employee restricted stock tax withholdings
(11,661)
(12,280)
(8,525)
Proceeds from borrowings on debt
500,000
—
500,000
Payments on debt
(701,870)
(848,897)
(510,701)
Dividends paid
(72,210)
(71,543)
(51,072)
Payments to repurchase ordinary shares
(68,891)
(88,398)
(292,274)
Purchase of noncontrolling interest in joint venture
(79,393)
—
—
Payments of debt financing costs
(13,381)
(787)
(13,691)
Net cash used in financing activities
(442,801)
(1,016,559)
(353,460)
Effect of exchange rate changes on cash and cash equivalents
(4,023)
7,475
—
Net change in cash and cash equivalents
85,566
(717,414)
(483,437)
Cash and cash equivalents, beginning of year
508,104
1,225,518
1,708,955
Cash and cash equivalents, end of year
$
593,670
$
508,104
$
1,225,518
Supplemental cash flow items:
Cash paid for interest
$
147,801
$
187,236
$
188,533
Cash paid for income taxes
$
92,560
$
95,473
$
68,768
The accompanying notes are an integral part of these consolidated financial statements.
68
SENSATA TECHNOLOGIES HOLDING PLC
Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
Balance as of December 31, 2021
174,287
$
2,232
(16,438) $
(832,439) $
1,812,244
$
2,132,257
$
(19,560) $
3,094,734
Surrender of shares for tax withholding
—
—
(174)
(8,525)
—
—
—
(8,525)
Stock options exercised
572
6
—
—
22,166
—
—
22,172
Vesting of restricted securities
522
6
—
—
—
(6)
—
—
Cash dividends paid
—
—
—
—
—
(51,072)
—
(51,072)
Repurchase of ordinary shares
—
—
(6,343)
(292,274)
—
—
—
(292,274)
Retirement of ordinary shares
(174)
(2)
174
8,525
—
(8,523)
—
—
Share-based compensation
—
—
—
—
31,791
—
—
31,791
Net income
—
—
—
—
—
310,685
—
310,685
Other comprehensive income
—
—
—
—
—
—
3,296
3,296
Balance as of December 31, 2022
175,207
2,242
(22,781)
(1,124,713)
1,866,201
2,383,341
(16,264)
3,110,807
Surrender of shares for tax withholding
—
—
(253)
(12,280)
—
—
—
(12,280)
Stock options exercised
158
2
—
—
5,426
—
—
5,428
Vesting of restricted securities
720
8
—
—
—
(8)
—
—
Cash dividends paid
—
—
—
—
—
(71,543)
—
(71,543)
Repurchase of ordinary shares
—
—
(2,309)
(88,447)
—
—
—
(88,447)
Retirement of ordinary shares
(253)
(3)
253
12,280
—
(12,277)
—
—
Share-based compensation
—
—
—
—
29,994
—
—
29,994
Net loss
—
—
—
—
—
(3,909)
—
(3,909)
Other comprehensive income
—
—
—
—
—
—
26,226
26,226
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
—
—
(321)
(11,661)
—
—
—
(11,661)
Stock options exercised
118
1
—
—
4,604
—
—
4,605
Vesting of restricted securities
912
10
—
—
—
(10)
—
—
Cash dividends paid
—
—
—
—
—
(72,210)
—
(72,210)
Repurchase of ordinary shares
—
—
(1,904)
(68,891)
—
—
—
(68,891)
Retirement of ordinary shares
(321)
(3)
321
11,661
—
(11,658)
—
—
Share-based compensation
—
—
—
—
38,459
—
—
38,459
Purchase of noncontrolling interest in
joint venture
—
—
—
—
(72,107)
—
—
(72,107)
Net income
—
—
—
—
—
128,477
—
128,477
Other comprehensive loss
—
—
—
—
—
—
(52,505)
(52,505)
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
Ordinary Shares
Treasury Shares
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)/Income
Total
Shareholders'
Equity
Number
Amount
Number
Amount
The accompanying notes are an integral part of these consolidated financial statements.
69
SENSATA TECHNOLOGIES HOLDING PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business Description and Basis of Presentation
Description of Business
The accompanying audited consolidated financial statements reflect the financial position, results of operations, comprehensive
income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc ("Sensata 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," and "us."
We are a global industrial technology company that develops, manufactures, and sells sensors and sensor-rich solutions,
electrical protection components and systems, and other products. Our sensors are used by our customers to translate a physical
parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products
and solutions can act upon. Our electrical protection portfolio (which includes both components and systems) is composed of
various switches, fuses, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-
voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure
safety. Other products and services we provide include battery storage systems and power conversion systems, the latter of
which include converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging
stations, and microgrid applications, as well as industrial and defense applications.
Sensata plc conducts its operations through subsidiary companies that operate business and product development centers
primarily in Belgium, Bulgaria, China, Denmark, India, Japan, the Netherlands, South Korea, the United Kingdom (the "U.K."),
and the United States (the "U.S."); and manufacturing operations primarily in Bulgaria, China, Malaysia, Mexico, the U.K., and
the U.S.
We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"). Refer
to Note 20: Segment Reporting for additional information related to each of our segments.
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes intended to better
allocate our resources to support changes to our business strategy. The most significant changes included combining our
Automotive and Heavy Vehicle and Off-Road ("HVOR") businesses (with the combined business remaining in Performance
Sensing) and moving the various assets and liabilities comprising our vehicle area network and data collection businesses (the
"Insights Business") out of Performance Sensing to a new operating segment, which is not aggregated within either of our
reportable segments. We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize
product focus. We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will
benefit from organizing these businesses together, by allowing us to scale core capabilities and better serve our customers. Prior
year amounts in this Annual Report on Form 10-K (this "Report") have been recast to reflect this realignment. Refer to Note 20:
Segment Reporting for additional information.
Basis of Presentation
The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles ("GAAP" or "U.S. GAAP") and present separately our financial position, results of operations,
comprehensive income, cash flows, and changes in shareholders’ equity.
All intercompany balances and transactions have been eliminated. All U.S. dollar ("USD") and share amounts presented, except
per share amounts, are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to prior periods
to conform to current period presentation.
2. Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires us to exercise our judgment in the
process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosures of contingencies at the date of the financial statements, and the reported amounts of
net revenue and expense during the reporting periods.
70
Estimates are used when accounting for certain items such as: allowance for doubtful accounts and sales returns; inventory
obsolescence; asset impairments (including goodwill and other intangible assets); contingencies; the value of certain equity
awards and the measurement of share-based compensation; the determination of accrued expenses; certain asset valuations;
accounting for income taxes; the useful lives of plant and equipment; measurement of our post-retirement benefit obligations;
and with respect to business combinations, valuation of contingent consideration and the identification, valuation, and
determination of useful lives of acquired identifiable intangible assets. The accounting estimates used in the preparation of the
consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is
obtained, and as the operating environment changes. Actual results may materially differ from those estimates.
Revenue Recognition
We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to
which we expect to be entitled in exchange for those goods. In order to achieve this, we use the five-step model outlined in
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from
Contracts with Customers. This five-step model requires us to identify the contract with the customer, identify the performance
obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations, and
recognize revenue as we satisfy the performance obligations.
The vast majority of our contracts, as defined in FASB ASC Topic 606, are customer purchase orders that require us to transfer
specified quantities of tangible products to our customers. These performance obligations are generally satisfied within a short
period of time. Amounts billed to our customers for shipping and handling after control has transferred are recognized as
revenue and the related costs that we incur are presented in cost of revenue.
In determining the transaction price, we evaluate whether the consideration promised in the contract includes a variable amount
and, if applicable, we include in the transaction price some or all of an amount of variable consideration only to the extent it is
probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty
associated with the variable consideration is subsequently resolved. Variable consideration may be explicitly stated in the
contract or implied based on our customary practices. Examples of variable consideration present in our contracts include rights
of return, in the case of a defective or non-conforming product, and trade discounts, including early payment discounts and
retrospective volume discounts. Such variable consideration has not historically been material in relation to our net revenue.
Our contract terms generally require the customer to make payment on negotiated terms after the shipment date. Lastly, we
exclude from our determination of the transaction price value-added tax and other similar taxes.
Our performance obligations are satisfied, and revenue is recognized, when control of the product is transferred to the customer.
The transfer of control generally occurs at the point in time the product is shipped from our warehouse or, less often, at the
point in time it is received by the customer, depending on the specific terms of the arrangement. Many of our products are
designed and engineered to meet customer specifications. These activities, and the testing of our products to determine
compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to
customers.
Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective
materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606. Depending on
the product, we generally provide such warranties for a period of three years after the date we ship the product to our original
equipment manufacturer customers or for a period of twelve months after the date the customer resells our product to the end
consumer, whichever comes first. Our liability associated with this warranty is, at our option, to repair the product, replace the
product, or provide the customer with a credit. We also sell products to customers under negotiated agreements or where we
have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations,
consistent with differing end market practices, and where our liability may not be limited. In addition, many sales take place in
situations where commercial or civil codes or other laws would imply various warranties and restrict limitations on liability.
Refer to Note 3: Revenue Recognition for additional information related to the net revenue recognized in the consolidated
statements of operations.
Share-Based Compensation
We measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options
and restricted securities, and recognize as compensation expense that fair value over the requisite service period in accordance
with FASB ASC Topic 718, Compensation—Stock Compensation. Share-based compensation expense is recognized as a
component of selling, general and administrative ("SG&A") expense.
71
Share-based awards may be subject to either cliff vesting (i.e., the entire award vests on a particular date) or graded vesting (i.e.,
portions of the award vest at different points in time). In accordance with FASB ASC Topic 718, compensation expense
associated with share-based awards subject to cliff vesting must be recognized on a straight-line basis. For awards without
performance conditions that are subject to graded vesting, we recognize compensation expense on a straight-line basis over the
service period. Awards that are subject to both graded vesting and performance conditions are expensed on an accelerated basis
over the service period.
We grant restricted securities for which vesting is contingent only upon service conditions, those that are also subject to
performance conditions, and, beginning in fiscal year 2023, those that are subject to conditions based on the attainment of
certain market criteria relative to peer companies (the latter referred to as "Market PRSUs").
The fair value of Market PRSUs is estimated at grant date using a Monte Carlo simulation, which requires the use of various
assumptions, including the stock price volatility, dividend rate, and risk-free interest rate as of the valuation date corresponding
to the length of time remaining in the performance period.
Other restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the
"NYSE") on the grant date. Certain of our restricted securities include performance conditions, which require us to estimate the
probable outcome of the performance condition. Compensation expense is recognized if it is probable that the performance
condition will be achieved.
We recognize share-based compensation expense net of estimated forfeitures as permitted by FASB ASC Topic 718.
Accordingly, we only recognize compensation expense for those awards expected to vest over the requisite service period.
Compensation expense recognized for each award, except for Market PSUs, ultimately reflects the number of units that actually
vest.
Refer to Note 4: Share-Based Compensation for additional information related to share-based compensation.
Financial Instruments
Our material financial instruments include derivative instruments, debt instruments, equity investments, trade accounts
receivable, and trade accounts payable.
Derivative financial instruments
We account for derivative financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement and FASB
ASC Topic 815, Derivatives and Hedging. In accordance with FASB ASC Topic 815, we recognize all derivatives on the
balance sheet at fair value. The fair value of our derivative financial instruments is determined using widely accepted valuation
techniques, including discounted cash flow analysis on the expected net cash flows of each instrument. These analyses utilize
observable market-based inputs, including foreign currency exchange rates and commodity forward curves, and reflect the
contractual terms of these instruments, including the period to maturity.
Derivative instruments that are designated and qualify as hedges of the exposure to changes in the fair value of an asset,
liability, or commitment, and that are attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivative instruments that are designated and qualify as hedges of the exposure to variability in expected future cash flows are
considered cash flow hedges. Derivative instruments may also be designated as hedges of the foreign currency exposure of a net
investment in a foreign operation. Currently, all of our derivative instruments that are designated as accounting hedges are cash
flow hedges.
The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the
derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria
necessary to apply hedge accounting. In accordance with FASB ASC Topic 815, both the effective and ineffective portions of
changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other
comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted
transaction affects earnings. Changes in the fair value of derivative instruments that are not designated as accounting hedges are
recognized immediately in other, net. Refer to Note 16: Shareholders' Equity and Note 19: Derivative Instruments and Hedging
Activities for additional information related to the reclassification of amounts from accumulated other comprehensive income/
(loss) into earnings.
We present the cash flows arising from our derivative financial instruments in a manner consistent with the presentation of cash
flows that relate to the underlying hedged items.
72
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective
counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for
the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as
collateral postings, thresholds, mutual puts, and guarantees. We do not offset the fair value amounts recognized for derivative
instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash
collateral. We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor
the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our
derivative instruments.
Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to our derivative
instruments.
Debt instruments
A premium or discount on a debt instrument is recognized on the balance sheet as an adjustment to the carrying value of the
debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the
debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost.
Direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and
underwriters' fees, among others, paid to parties other than creditors, are also reported and presented as a reduction of debt on
the consolidated balance sheets.
Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the
effective interest method. Amortization of these amounts is included as a component of interest expense in the consolidated
statements of operations.
When accounting for debt repayment transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and
Extinguishments. Our evaluation of the accounting under FASB ASC Subtopic 470-50 is done on a creditor-by-creditor basis in
order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or
extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply
extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are
accounted for as new issuances.
Refer to Note 14: Debt for additional information related to our debt instruments and transactions.
Equity investments
We generally measure equity investments either at fair value, with changes to fair value recognized in net income, or, in certain
instances, by use of a measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities. Under the
measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from
observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Refer to Note 18: Fair Value Measures for additional information related to our measurement of equity investments.
Trade accounts receivable
Trade accounts receivable are recognized at invoiced amounts and do not bear interest. Trade accounts receivable are reduced
by an allowance for losses on receivables. Concentrations of risk with respect to trade accounts receivable are generally limited
due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do
not foresee that credit risk associated with these receivables will deviate from historical experience, collection is dependent
upon the financial stability of these individual customers. We estimate an allowance for credit losses on trade accounts
receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables. No customer
exceeded 10% of our net revenue in any of the years ended December 31, 2024, 2023, and 2022. No customer exceeded 10%
Trade accounts payable
Trade accounts payable represent liabilities for products provided to us by suppliers prior to the end of the reporting period that
are unpaid. Trade accounts payable are short term liabilities and are recognized at invoiced amounts and do not bear interest.
Allowance for Losses on Receivables
The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of
73
the related transaction price recognized as revenue in accordance with FASB ASC Topic 606. The allowance represents an
estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects
expected recoveries of amounts previously written-off. We estimate the allowance on the basis of specifically identified
receivables that are evaluated individually for collectability and a statistical analysis of the remaining receivables determined by
reference to past default experience. We consider the need to adjust historical information to reflect the extent to which we
expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered.
The allowance for losses on receivables also includes an allowance for sales returns (variable consideration).
Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these
judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may
affect a customer’s ability and intent to pay. Customers are generally not required to provide collateral for purchases.
Losses on receivables have not historically been significant.
Goodwill and Other Intangible Assets
Businesses acquired are recognized at their fair value on the date of acquisition, with the excess of the purchase price over the
fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. Intangible assets acquired may include
either definite-lived or indefinite-lived intangible assets, or both.
In accordance with the guidance in FASB ASC Topic 350, Intangibles—Goodwill and Other, goodwill and intangible assets
determined to have an indefinite useful life are not amortized. Instead, these assets are evaluated for impairment on an annual
basis and whenever events or business conditions change that could indicate that the asset is impaired. We evaluate goodwill
and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger
the need for an earlier impairment review.
Goodwill
Our reporting units have been identified based on the definitions and guidance provided in FASB ASC Topic 350.
Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which
considers, among other things, the manner in which we operate our business and the availability of discrete financial
information. Components of an operating segment are aggregated to form one reporting unit if the components have similar
economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in
which the business is operated.
Some assets and liabilities relate to the operations of multiple reporting units. We allocate these assets and liabilities to the
related reporting units based on methods that we believe are reasonable and supportable. We apply that allocation method on a
consistent basis from year to year. Other assets and liabilities, such as debt, cash and cash equivalents, and property, plant and
equipment ("PP&E") associated with our corporate offices, are viewed as being corporate in nature. Accordingly, we do not
assign these assets and liabilities to our reporting units.
In the event we reorganize our business, we reassign the assets (including goodwill) and liabilities among the affected reporting
units using a reasonable and supportable methodology. As businesses are acquired, we assign assets acquired (including
goodwill) and liabilities assumed to a new or existing reporting unit as of the date of the acquisition. In the event a disposal
group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the
disposal group to the retained portion of the related reporting unit.
We have the option to first assess qualitative factors to determine whether a quantitative goodwill impairment analysis must be
performed. The objective of a qualitative goodwill impairment analysis is to assess whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. We make this assessment based on macroeconomic conditions,
industry and market considerations, cost factors, overall financial performance, and other relevant factors as applicable. If we
elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its
carrying value, then we prepare a discounted cash flow analysis (and, when applicable, a market multiples approach using
comparable companies) to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the
carrying value of a reporting unit exceeds its estimated fair value, we recognize an impairment of goodwill for the amount of
this excess, in accordance with the guidance in FASB ASC Topic 350.
Indefinite-lived intangible assets
Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of
each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess
74
qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we
elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative
impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its
carrying value. In this analysis, we estimate the fair value by using the relief-from-royalty method, in which we make
assumptions about future conditions impacting the fair value of our indefinite-lived intangible assets, including projected
growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying
value over the fair value of these assets.
Definite-lived intangible assets
Acquisition-related definite-lived intangible assets are amortized on an economic-benefit basis according to the useful lives of
the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. Capitalized software and
capitalized software licenses are presented on the consolidated balance sheets as intangible assets. Capitalized software licenses
are amortized on a straight-line basis over the lesser of the term of the license or the estimated useful life of the software.
Capitalized software is amortized on a straight-line basis over its estimated useful life.
Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our
definite-lived intangible assets are impaired. If we determine that such facts or circumstances exist, we estimate the
recoverability of the related asset or asset group (at the lowest level of identifiable cash flows) by comparing the projected
undiscounted net cash flows associated with this asset or asset group to its carrying value. If the sum of the projected
undiscounted net cash flows is less than the carrying value of an asset or asset group, the impairment charge is measured as the
excess of the carrying value over the fair value of that asset or asset group. We determine fair value by using the appropriate
income approach valuation methodology, depending on the nature of the definite-lived intangible asset.
Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional information related to our goodwill and other
intangible assets.
Income Taxes
We estimate our provision for (or benefit from) income taxes in each of the jurisdictions in which we operate. The provision for
(or benefit from) income taxes includes both our current and deferred tax expense. Our deferred tax expense is measured using
the asset and liability method, under which deferred income taxes are recognized to reflect the future tax consequences of
differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based
on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle.
The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of
operations as an adjustment to income tax expense in the period that includes the enactment date.
In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether,
based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. If it is
determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a
valuation allowance is provided. As a result, we maintain valuation allowances against the deferred tax assets in jurisdictions
that have incurred losses in recent periods and in which it is more likely than not that such deferred tax assets will not be
utilized in the foreseeable future.
In accordance with FASB ASC Topic 740, Income Taxes, we record uncertain tax positions on the basis of a two-step process.
First, we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the
position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest
amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the relevant tax
authority. Significant judgment is required in evaluating whether our tax positions meet this two-step process. The more-likely-
than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits
claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance
sheet date. Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense
line item in the consolidated statements of operations. We classify interest and penalties related to uncertain tax positions within
the provision for (or benefit from) income taxes line of the consolidated statements of operations.
Refer to Note 7: Income Taxes for additional information related to our income taxes.
Inventories
Inventories are stated at the lower of cost or estimated net realizable value. The cost of raw materials, work-in-process, and
finished goods is determined based on a first-in, first-out basis and includes material, labor, and applicable manufacturing
75
overhead. We conduct quarterly inventory reviews for salability and obsolescence, and inventories considered unlikely to be
sold are adjusted to net realizable value.
Refer to Note 9: Inventories for additional information related to our inventory balances.
Leases
We account for leases in accordance with the guidance in FASB ASC Topic 842, Leases. We enter into lease agreements for
many of our facilities around the world. We occupy leased facilities with initial terms ranging up to 20 years. Our lease
agreements may include options to renew for additional periods or to purchase the leased assets and generally require that we
pay taxes, insurance, and maintenance costs. Depending on the specific terms of the leases, our obligations are in two forms:
finance leases and operating leases. For both forms of leases, we recognize a related lease liability and right-of-use asset on our
consolidated balance sheets.
Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our
incremental borrowing rate for a period that is comparable to the remaining lease term. We use our incremental borrowing rate,
adjusted for collateralization, because the discount rates implicit in our leases are generally not readily determinable.
For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and
amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost,
calculated so that the cost of the lease is allocated over the lease term on a straight-line basis.
Net cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating
leases. Net cash flows from financing activities include payments of the principal portion of finance lease liabilities.
We also lease certain vehicles and equipment, which generally have a term of one year or less. We have elected to not record
leases with a term of one year or less (short-term leases) on the consolidated balance sheets as permitted by FASB ASC Topic
842.
Refer to Note 17: Leases for additional information related to amounts recognized in the consolidated financial statements
related to our leases.
Long-Lived Assets
Property, Plant and Equipment, Net
PP&E is stated at historical cost, which for certain qualifying assets includes capitalized interest. In the case of plant and
equipment, the historical cost is depreciated on a straight-line basis over its estimated economic useful life. The depreciable
lives of plant and equipment are generally as follows:
Buildings and improvements
up to 40 years
Machinery and equipment
up to 15 years
Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the
estimated economic useful lives of the improvements. Amortization of leasehold improvements is included in depreciation
expense.
Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset
values and extend useful lives are capitalized.
Refer to Note 10: Property, Plant and Equipment, Net for additional information related to our PP&E balances.
Leases - Right of Use Assets
Assets held under finance leases are recognized at the lower of the present value of the minimum lease payments or the fair
value of the leased asset at the inception of the lease. Depreciation expense associated with leases is computed using the
straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless
ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is depreciated,
normally on a straight-line basis, over the useful life that would be assigned if the asset were owned.
76
Evaluation of long-lived assets for impairment
We re-evaluate the carrying values and estimated useful lives of long-lived assets, or groups of assets (including lease right-of-
use assets), whenever events or changes in circumstances indicate that the carrying values of these assets may not be
recoverable. We use estimates of undiscounted net cash flows from long-lived assets to determine whether the carrying values
of such assets or asset groups are recoverable over the assets’ remaining useful lives. These estimates include assumptions
about our future performance and the performance of the end markets we serve. If an asset or asset group is determined to be
impaired, the impairment is the amount by which its carrying value exceeds its fair value.
Foreign Currency
Our reporting currency is the USD. We derive a significant portion of our net revenue from markets outside of the U.S. For
financial reporting purposes, the functional currency of all of our subsidiaries has historically been the USD because of the
significant influence of the USD on our operations. Effective October 1, 2023, the functional currency of the Company's
wholly-owned subsidiaries in China changed to the Chinese Renminbi ("CNY").
In certain instances, our subsidiaries enter into transactions that are denominated in a currency other than their functional
currency. At the date that such transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the
transaction is measured and recorded in the functional currency using the exchange rate in effect at that date. At each balance
sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted to the
functional currency using the exchange rate at the balance sheet date, with gains or losses recognized in other, net in the
consolidated statements of operations.
For subsidiaries with a functional currency other than the USD, we translate the subsidiary financial statements from their
functional currency to USD in accordance with FASB ASC Topic 830, Foreign Currency Matters. According to FASB ASC
Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is
translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the
period. The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component
of other comprehensive income (or loss) and as a component of accumulated other comprehensive income/(loss) on the
consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income.
Cash and Cash Equivalents
Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known
amounts of cash, are subject to an insignificant risk of change in value, and have maturities as of the date of purchase of three
months or less.
We have established guidelines relative to diversification and maturities of our cash and cash equivalent balances intended to
maximize both security and liquidity of our funds. These guidelines are periodically reviewed and modified to take advantage
of trends in yields and interest rates. As of December 31, 2024 and 2023, most of our cash and cash equivalents balances
exceeded federally insured limits and could be at risk of loss.
Pension and Other Post-Retirement Benefits
We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several
countries. The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets
as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the
benefit obligation at the measurement date.
Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement
date to employee service rendered before that date. The value of benefit obligations takes into consideration various financial
assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions,
including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these
assumptions annually.
The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled,
considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the
plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a
market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond
indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to
the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount
77
rate using government bond yields or long-term inflation rates.
The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the
benefits included in the projected benefit obligation. To determine the expected return on plan assets, we use the fair value of
plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in
the future, and our investment strategy and asset mix with respect to the plans’ funds.
Changes to benefit obligations may also be initiated by a settlement or curtailment. A settlement of a defined benefit obligation
is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and
eliminates significant risks related to the obligation and the assets used to carry out the settlement. The settlement of all or more
than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial
gains or losses deferred in accumulated other comprehensive income/(loss). Our policy is to apply settlement accounting to the
extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for
that particular plan.
A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a
significant number of employees the accrual of defined benefits for some or all of their future service. The curtailment
accounting provisions are applied on a plan-by-plan basis. The total gain or loss resulting from a curtailment is the sum of two
distinct elements: (1) prior service cost write-off and (2) curtailment gain or loss. Our policy is that a curtailment event
represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of
defined benefits for some or all of the future services of 10% (or greater) of the plan's participants.
Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows
within the consolidated statements of cash flows. We present the service cost component of net periodic benefit cost in the cost
of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of
net periodic benefit cost in other, net.
Refer to Note 13: Pension and Other Post-Retirement Benefits for additional information related to our pension and other post-
retirement benefit plans.
Recently issued accounting standards adopted in the current period:
In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280),
Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This
guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly
provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an
amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a
public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB
ASC Topic 280, Segment Reporting, in interim periods, and that a public entity provide the title and position of the chief
operating decision maker. Other requirements of the guidance are not expected to be material. There is no change to the
guidance for identification or aggregation of operating or reportable segments. FASB ASU No. 2023-07 will be effective for
annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
The guidance must be applied retrospectively to all prior periods presented. We adopted ASU No. 2023-07 on January 1, 2024
and have included the required new annual and disclosures in our Annual Report on Form 10-K for the period ended December
31, 2024. Refer to Note 20: Segment Reporting for additional information.
Recently issued accounting standards to be adopted in a future period:
In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures,
which introduces new disclosure requirements for income taxes. This update is effective for annual periods beginning after
December 31, 2024. While this ASU is not yet effective for the year ending December 31, 2024, we anticipate that it will
significantly enhance the transparency and detail of our income tax disclosures in future periods. Key changes include:
•
Enhanced rate reconciliation disclosures, requiring a tabular reconciliation of the effective tax rate using both
percentages and amounts, with detailed information on significant reconciling items.
•
Detailed disclosures of income taxes paid, broken out between federal (national), state/local, and foreign taxes, and by
individual jurisdictions when they represent 5% or more of the total income taxes paid.
•
More detailed disclosures about deferred tax liabilities, particularly those related to unremitted earnings of foreign
subsidiaries.
78
We are currently assessing the impact of these new requirements on our financial reporting and will implement the necessary
changes in our disclosures for the year ending December 31, 2025.
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
amendments require 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. The amendments in this update are 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.
3. Revenue Recognition
We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to
which we expect to be entitled in exchange for those goods. The majority of our revenue is derived from the sale of tangible
products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in
time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time.
Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective
materials. Refer to Note 2: Significant Accounting Policies for additional information.
We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be
required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied
performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue.
79
We believe that our end markets are the categories that best depict how the nature, amount, timing, and uncertainty of revenue
and cash flows are affected by economic factors. The following table presents net revenue disaggregated by end market for the
years ended December 31, 2024, 2023, and 2022:
For the year ended December 31, 2024 (1)
PS
SS
Other
Total
Automotive
$
2,073,758 $
134,658 $
— $
2,208,416
HVOR
669,835
24,104
—
693,939
Industrial
—
556,661
—
556,661
HVAC
—
155,499
—
155,499
Aerospace
—
190,360
—
190,360
Other
—
—
127,889
127,889
Total
$
2,743,593 $
1,061,282 $
127,889 $
3,932,764
For the year ended December 31, 2023 (1)
PS
SS
Other
Total
Automotive
$
2,062,058 $
115,131 $
— $
2,177,189
HVOR (2)
687,876
28,085
—
715,961
Industrial (2)
—
660,551
—
660,551
HVAC
—
164,742
—
164,742
Aerospace
—
188,179
—
188,179
Other
—
—
147,461
147,461
Total
$
2,749,934 $
1,156,688 $
147,461 $
4,054,083
For the year ended December 31, 2022 (1)
PS
SS
Other
Total
Automotive
$
1,994,875 $
112,776 $
— $
2,107,651
HVOR (2)
650,372
24,866
—
675,238
Industrial (2)
—
729,120
—
729,120
HVAC
—
191,097
—
191,097
Aerospace
—
152,880
—
152,880
Other
—
—
173,276
173,276
Total
$
2,645,247 $
1,210,739 $
173,276 $
4,029,262
__________________________
(1)
In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1: Basis of
Presentation and Note 20: Segment Reporting. As a result, certain revenue in the Automotive and HVOR end markets has
been moved from Performance Sensing to Sensing Solutions. In addition, revenue generated by our Insights Business was
moved from the HVOR end market (in Performance Sensing) to the other end market in a separate operating segment that
is not aggregated within either of our reportable segments. The years ended December 31, 2023 and 2022 have been
retrospectively recast to reflect this change.
(2)
Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance
Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. The
amounts previously reported in the table above for the year ended December 31, 2022 have been retrospectively recast to
reflect this change.
Refer to Note 20: Segment Reporting for a presentation of net revenue disaggregated by product category and geographic
region.
4. Share-Based Compensation
At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021
Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and
Restated 2010 Equity Incentive Plan (the "2010 Equity Plan"). The 2021 Equity Plan is substantially similar to the 2010 Equity
Plan with some updates based on changes in law and current practices. The purpose of the 2021 Equity Plan is to promote the
long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining
employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success. All awards
granted subsequent to this approval were made under the 2021 Equity Plan. The 2010 Equity Plan was terminated as to the
80
grant of any additional awards, but prior awards remain outstanding in accordance with their terms. As of December 31, 2024,
there were 4.0 million ordinary shares available for grants of awards under the 2021 Equity Plan.
Refer to Note 2: Significant Accounting Policies for additional information related to our share-based compensation accounting
policies.
Share-Based Compensation Awards
We grant restricted stock unit ("RSU") and performance-based restricted stock unit ("PRSU") awards. We also have stock
option awards outstanding, but we have not granted such awards since the year ended December 31, 2019. Throughout this
Annual Report on Form 10-K, RSU and PRSU awards are often referred to collectively as "restricted securities."
For option and RSU awards, vesting is typically only subject to service conditions, although they include continued vesting
provisions for retirement-eligible employees. For PRSU awards, vesting is also subject to service conditions, however the
number of awarded units that ultimately vest also depends on the attainment of certain predefined performance criteria. In the
year ended December 31, 2023, we began granting certain Market PRSUs with market performance conditions. These PRSUs
are valued using the Monte Carlo simulation. Refer to Note 2: Significant Accounting Policies for additional information.
Options
A summary of stock option activity for the year ended December 31, 2024 is presented in the table below:
Number of
Options
(thousands)
Weighted-
Average
Exercise Price
Per Option
Weighted-Average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic Value
Balance as of December 31, 2023
1,267
$
45.58
2.6
$
—
Forfeited or expired
(312) $
44.45
Exercised
(118) $
38.96
Balance as of December 31, 2024
837
$
46.94
2.3
$
0
Options vested and exercisable as of December 31, 2024
837
$
46.94
2.3
$
0
Aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023, and 2022 was $0.4 million, $1.7
million and $8.3 million, respectively.
Restricted Securities
We grant RSU awards that vest one-third on the annual anniversary of the grant for three years and PRSU awards that cliff vest
three years after the grant date.
In the event of a qualifying termination, any unvested restricted securities that would have otherwise vested within the next six
months vest in full on the termination date, and in the event of termination by reason of a covered retirement, any unvested
restricted securities remain outstanding on the termination date and subject to continued vesting. For PRSU awards, the number
of units that ultimately vest depends on the extent to which certain performance criteria, described in the table below, are met.
A summary of restricted securities granted in the years ended December 31, 2024, 2023, and 2022 is presented below:
Percentage Range of Units That May Vest (1)
0.0% to 150.0%
0.0% to 172.5%
0.0% to 200.0%
(Awards in
thousands)
RSU
Awards
Granted
Weighted-
Average
Grant-Date
Fair Value
PRSU Awards
Granted (2)
Weighted-
Average
Grant-Date
Fair Value
PRSU Awards
Granted
Weighted-
Average
Grant-Date
Fair Value
PRSU Awards
Granted
Weighted-
Average
Grant-Date
Fair Value
2024
1,054
$
36.80
323
$
37.71
—
$
—
—
$
—
2023
599
$
48.68
198
$
52.72
—
$
—
150
$
49.15
2022
618
$
49.68
—
$
—
231
$
50.12
194
$
48.33
__________________________
(1)
Represents the percentage range of PRSU award units granted that may vest according to the terms of the awards. The
amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the
achievement or expected achievement of performance conditions.
(2)
Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of
81
certain peers as defined in the award agreement. The number of units that ultimately vest will be from 0% to 150%,
depending on achievement of these performance criteria.
The fair value of Market PRSUs was estimated on the date of grant (April 2024 and 2023) using a Monte Carlo simulation
pricing model. See Note 2: Significant Accounting Policies for further discussion. The key assumptions used in estimating the
grant-date fair value of Market PRSUs for the years ended December 31, 2024 and 2023 are presented in the table below:
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Expected term (years)
3
3
Risk free interest rate
4.5%
3.8%
Dividend yield
1.3%
0.9%
Stock price on valuation date
$36.50
$50.00
Expected volatility
31%
36%
There were no Market PRSUs granted in the year ended December 31, 2022.
Compensation expense for the year ended December 31, 2024 reflects our estimate of the probable outcome of the performance
conditions associated with the PRSU awards granted in the years ended December 31, 2024, 2023, and 2022.
A summary of activity related to outstanding unvested restricted securities for the year ended December 31, 2024 is presented
in the table below (amounts have been calculated based on unrounded shares, accordingly, certain amounts may not appear to
recalculate due to the effect of rounding):
Restricted
Securities
(thousands)
Weighted-Average
Grant-Date
Fair Value
Balance as of December 31, 2023
1,596
$
50.51
Granted
1,377
$
37.01
Forfeited
(509) $
43.24
Vested
(912) $
36.51
Balance as of December 31, 2024
1,552
$
42.06
The fair value of restricted securities that vested during the years ended December 31, 2024, 2023, and 2022 was $33.3 million,
$34.7 million, and $22.1 million, respectively.
The weighted-average remaining periods (in years) over which the restrictions will lapse as of December 31, 2024, 2023, and
2022 are as follows:
As of December 31,
2024
2023
2022
Outstanding
1.3
1.2
1.2
Expected to vest
1.3
1.2
1.2
The expected to vest restricted securities are calculated based on the application of a forfeiture rate assumption to all
outstanding restricted securities as well as our assessment of the probability of meeting the required performance conditions that
pertain to the PRSU awards.
Share-Based Compensation Expense
The table below presents non-cash compensation expense related to our equity awards, which is recognized within SG&A
expense in the consolidated statements of operations, for the years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
2024
2023
2022
Stock options
$
569
$
(88) $
632
Restricted securities
37,890
30,082
31,159
Share-based compensation expense
$
38,459
$
29,994
$
31,791
In the years ended December 31, 2024, 2023, and 2022, we recognized $5.5 million, $4.5 million, and $3.8 million,
82
respectively, of income tax benefit associated with share-based compensation expense.
The table below presents unrecognized compensation expense at December 31, 2024 for each class of award and the remaining
expected term for this expense to be recognized:
Unrecognized
Compensation Expense
Expected
Recognition (years)
Restricted securities
27,910
1.6
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 are planned, are
expected to impact 213 positions. Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between
$11.8 million and $15.0 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 September 30, 2025. We expect to settle these charges with cash on hand.
Q3 2023 Plan
In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023
Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was
commenced to adjust our cost structure and business activities 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 are planned, are
expected to impact 505 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between
$23.9 million and $25.8 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.
We expect these restructuring charges to impact our business segments and corporate functions as follows:
Charges, net
(Dollars in thousands)
Positions
Minimum
Maximum
Performance Sensing
160
$
8,300
$
10,000
Sensing Solutions
150
6,100
6,200
Corporate and other
195
9,500
9,550
Total
505
$
23,900
$
25,750
Restructuring charges recognized in the years ended December 31, 2024 and 2023 resulting from the Q3 2023 Plan are
83
presented by business segment and corporate functions below.
For the year ended December 31,
2024
2023
Severance
Facility and other
exit costs
Severance
Facility and other
exit costs
Performance Sensing
$
250
$
—
$
7,741 $
237
Sensing Solutions
42
242
4,850
955
Corporate and other
(169)
—
9,712
—
Q3 2023 Plan total
$
123
$
242
$
22,303 $
1,192
Spear Power Systems
On June 6, 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine
Business") of Spear Power Systems (“Spear”). The exit of the Marine Business was the result of a change in strategy with
respect to the business and involved ceasing sales, marketing, and business operations. It resulted in the elimination of certain
positions, primarily in the U.S. and the closure of operations in Belgium. In September 2024, we made the decision to exit the
Spear aerospace and defense business (the "Aerospace Business") and entered into an asset purchase agreement that closed in
October 2024, wherein a third party assumed control of a majority of the remaining Spear assets. The Spear businesses had
been included in the Sensing Solutions reportable segment. Exiting the Spear Marine Business and Aerospace Business resulted
in charges in the years ended December 31, 2024 and 2023, as presented in the table below:
For the year ended December 31,
Location
2024
2023
Accelerated amortization
Amortization of intangible assets
$
9,619 $
13,527
Write-down of inventory
Cost of revenue
1,443
10,479
Severance charges, net
Restructuring and other charges,
net
(328)
1,159
Write-down of property, plant and equipment
Restructuring and other charges,
net
3,711
2,002
Other charges, including contract termination costs
Restructuring and other charges,
net
7,771
11,335
Total
$
22,216 $
38,502
Summary
The following table presents the components of restructuring and other charges, net for the years ended December 31, 2024,
2023, and 2022:
For the year ended December 31,
2024
2023
2022
2H 2024 Plan, net (1)
$
11,762
$
—
$
—
Q3 2023 Plan, net (1)
365
23,495
—
Spear
11,154
14,496
—
Other restructuring and other charges, net
Severance costs, net (2)
3,960
6,690
19,112
Facility and other exit costs
4,006
600
5,464
Loss (gain) on sale of business (3)
98,750
(5,877)
(135,112)
Acquisition-related compensation arrangements (4)
2,028
15,274
48,864
Other (5)
17,216
(178)
(5,028)
Restructuring and other charges, net
$
149,241
$
54,500
$
(66,700)
__________________________
(1)
Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the
headings 2H 2024 Plan and Q3 2023 Plan above.
84
(2)
Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger
restructuring plan. The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the
Spear Marine Business as detailed under the heading Spear Power Systems above.
(3)
The year ended December 31, 2024 included the loss on the sale of the Insights business. The year ended December 31,
2022 includes the gain on sale of the "Qinex Business. Refer to Note 21: Divestitures for additional information.
(4)
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 determined at the time of acquisition.
(5)
Represents charges that are not included in one of the other classifications. The year ended December 31, 2024 primarily
includes pension settlement charges and charges related to assets currently held for sale. Refer to Note 21: Divestitures for
further information. The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine
Business, as detailed under the heading Spear Power Systems above. The year ended December 31, 2022 primarily
includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value
of acquisition-related contingent consideration amounts. Refer to Note 21: Divestitures for additional information.
The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended
December 31, 2024 and 2023:
2H 2024 Plan
Q3 2023 Plan
Spear
Other
Total
Balance as of December 31, 2022
$
— $
—
$
—
$
8,617
$
8,617
Charges, net of reversals
—
22,303
1,159
6,690
30,152
Payments
—
(16,501)
(818)
(15,004)
(32,323)
Foreign currency remeasurement
—
215
14
111
340
Balance as of December 31, 2023
—
6,017
355
414
6,786
Charges, net of reversals
11,302
123
(328)
3,960
15,057
Payments
(6,094)
(5,672)
(23)
(3,712)
(15,501)
Foreign currency remeasurement
(10)
(113)
(4)
(128)
(255)
Balance as of December 31, 2024
$
5,198 $
355
$
—
$
534
$
6,087
The severance portion of our restructuring obligations for each period presented was entirely recorded in accrued expenses and
other current liabilities on our consolidated balance sheets. Refer to Note 12: Accrued Expenses and Other Current Liabilities.
6. Other, Net
The following table presents the components of other, net for the years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
2024
2023
2022
Currency remeasurement (loss)/gain on net monetary assets (1)
$
3,964
$
(20,152) $
(18,155)
(Loss)/gain on foreign currency forward contracts (2)
(2,619)
4,237
4,324
Gain/(loss) on commodity forward contracts (2)
3,471
(2,762)
(3,350)
Loss on debt financing transactions (3)
(9,757)
(5,413)
(5,468)
Loss on equity investments, net (4)
(13,976)
(711)
(75,569)
Net periodic benefit cost, excluding service cost
(3,015)
(3,923)
(5,125)
Other
432
15,750
8,725
Other, net
$
(21,500) $
(12,974) $
(94,618)
__________________________
(1)
Relates to the remeasurement of non-functional currency denominated net monetary assets and liabilities into the functional
currency. Refer to Note 2: Significant Accounting Policies — Foreign Currency for additional information.
(2)
Relates to changes in the fair value of derivative financial instruments not designated as cash flow hedges. Refer to Note
19: Derivative Instruments and Hedging Activities for additional information related to gains and losses on our commodity
and foreign currency forward contracts.
(3)
Refer to Note 14: Debt for additional information related to our debt financing transactions.
(4)
The year ended December 31, 2024, primarily includes a loss on equity investment that does not have a readily
85
determinable fair value for which we use the measurement alternative prescribed in FASB Topic 321, Investments-Equity
Securities. Refer to Note 18: Fair Value Measures for additional information. The year ended December 31, 2022,
primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc. ("Quanergy").
7. Income Taxes
Refer to Note 2: Significant Accounting Policies for detailed discussion of the accounting policies related to income taxes.
Income before taxes
Income before taxes for the years ended December 31, 2024, 2023, and 2022 was categorized by jurisdiction as follows:
U.S.
Non-U.S.(1)
Total
2024
$
(357,556) $
345,719
$
(11,837)
2023
$
(323,548) $
341,390
$
17,842
2022
$
(66,899) $
463,601
$
396,702
__________________________
(1)
Includes U.K. income/(loss) before taxes of $35,035, $7,506, and $(4,401) for the years ended December 31, 2024, 2023,
and 2022, respectively.
Provision for income taxes
Provision for income taxes for the years ended December 31, 2024, 2023, and 2022 comprised provisions for (or benefits from)
income tax by jurisdiction as follows:
U.S. Federal
Non-U.S.(1)
U.S. State
Total
2024
Current
$
1,917
$
90,145
$
1,032
$
93,094
Deferred
(195,118)
(7,257)
(31,033)
(233,408)
Total
$
(193,201) $
82,888
$
(30,001) $
(140,314)
2023
Current
$
1,578
$
73,658
$
665
$
75,901
Deferred
(15,862)
(27,089)
(11,199)
(54,150)
Total
$
(14,284) $
46,569
$
(10,534) $
21,751
2022
Current
$
2,111
$
81,912
$
2,775
$
86,798
Deferred
3,699
(4,865)
385
(781)
Total
$
5,810
$
77,047
$
3,160
$
86,017
__________________________
(1)
Includes U.K. current tax (or benefit) of $18,855, $100, and $246 and U.K. deferred tax (or benefit) of $(10,200), $(811),
and $(3,528), resulting in U.K. total tax (or benefit) of $8,655, $(711), and $(3,282) for tax years ended December 31,
2024, 2023, and 2022, respectively.
86
Effective tax rate reconciliation
The principal reconciling items from income tax computed at the U.K. statutory tax rate for the years ended December 31, 2024
and 2023 were as follows:
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Tax computed at statutory rate of 25% for 2024 and 23.5% for 2023
$
(2,959) $
4,193
Capital restructuring and dispositions
40,603
(286,434)
Valuation allowances
(179,980)
278,486
Goodwill impairment
31,521
41,151
Foreign rate differential
(13,144)
(17,690)
Withholding taxes not creditable
6,090
14,132
Research and development incentives
(10,399)
(9,023)
U.S. state taxes, net of federal benefit
(23,402)
(8,740)
Unrealized foreign currency exchange losses/(gains), net
2,306
1,395
Reserve for tax exposure
(850)
1,117
Changes in tax laws or rates
(2,602)
(339)
U.S. pension settlement
9,919
—
Nontaxable items and other
2,583
3,503
Provision for income taxes
$
(140,314) $
21,751
The principal reconciling items from income tax computed at the U.S. statutory rate for the years ended December 31, 2024,
2023, and 2022 were as follows:
For the year ended December 31,
2024
2023
2022
Tax computed at statutory rate of 21%
$
(2,486) $
3,747
$
83,307
Capital restructuring and dispositions
40,603
(286,434)
4,496
Valuation allowances
(179,980)
278,486
15,679
Goodwill impairment
31,521
41,151
—
Foreign tax rate differential
(13,617)
(17,303)
(44,327)
Withholding taxes not creditable
6,090
14,132
12,337
Research and development incentives
(10,399)
(9,023)
(10,834)
U.S. state taxes, net of federal benefit
(23,402)
(8,740)
2,496
Unrealized foreign currency exchange losses/gains, net
2,306
1,454
9,306
Reserve for tax exposure
(850)
1,117
1,315
Changes in tax laws or rates
(2,602)
(339)
2,611
U. S. pension settlement
9,919
—
—
Nontaxable items and other
2,583
3,503
9,631
Provision for income taxes
$
(140,314) $
21,751
$
86,017
Foreign tax rate differential
We operate in multiple jurisdictions including but not limited to Bulgaria, China, Malaysia, Malta, the Netherlands, South
Korea, the U.S., and the U.K. This can result in a foreign tax rate differential that may reflect a tax benefit or detriment. This
differential can vary annually based upon the jurisdictional mix of earnings and changes in current and future enacted tax rates.
Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or reduced tax rates in their
respective jurisdictions. A subsidiary in Changzhou, China has been eligible for a reduced corporate income tax rate of 15%
through 2024. The impact on current tax expense of the tax holidays and exemptions is included in the foreign tax rate
differential disclosure, reconciling the statutory rate to our effective rate. The remeasurement of the deferred tax assets and
liabilities is included in the change in tax laws or rates caption.
Withholding taxes not creditable
Withholding taxes may apply to intercompany interest, royalty, management fees, and certain payments to third parties. Such
taxes are deducted if they cannot be credited against the recipient’s tax liability in its country of residence. We have also
87
considered the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such
taxes. Earnings are not considered to be indefinitely reinvested in certain jurisdictions in which they were earned. In these
jurisdictions we recognize a deferred tax liability on withholding and other taxes on intercompany payments including
dividends.
Research and development incentives
Certain income of our U.K. subsidiaries is eligible for lower tax rates under the "patent box" regime, resulting in certain of our
intellectual property income being taxed at a rate lower than the U.K. statutory tax rate. Qualified investments are eligible for a
bonus deduction under China’s R&D super deduction regime. In the U.S., we benefit from R&D credit incentives.
Capital restructuring and dispositions
The increase in our effective tax rate for the year ended December 31, 2024, is primarily due to a strategy executed to secure the
future deductibility of certain intellectual property rights. This unfavorable impact was partially offset by losses from the sale of
the Insights business. For the year ended December 31, 2023, the transfer of these intellectual property rights led to the
recording of a deferred tax asset with a full valuation allowance. Additionally, the increase in our effective tax rate for the year
ended December 31, 2022, was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by
separate intangible property transfers.
Goodwill impairment
During the years ended December 31, 2024 and 2023, we incurred a non-cash impairment charge for goodwill that is
nondeductible for tax purposes.
Deferred income tax assets and liabilities
The primary components of deferred income tax assets and liabilities as of December 31, 2024 and 2023 were as follows:
As of December 31,
2024
2023
Deferred tax assets:
Net operating loss, interest expense, and other carryforwards
$
567,298
$
453,618
Prepaid and accrued expenses
34,739
37,737
Intangible assets and goodwill
104,029
20,820
Pension liability and other
9,155
8,910
Property, plant and equipment
13,043
14,661
Share-based compensation
7,752
8,175
Inventories and related reserves
21,924
18,556
Unrealized exchange loss
3,828
286
Outside basis difference of subsidiaries
—
304,398
Total deferred tax assets
761,768
867,161
Valuation allowance
(413,941)
(569,569)
Net deferred tax asset
347,827
297,592
Deferred tax liabilities:
Intangible assets and goodwill
(240,095)
(460,892)
Tax on undistributed earnings and outside basis differences of subsidiaries
(36,624)
(34,995)
Operating lease right of use assets
(2,485)
(6,332)
Property, plant and equipment
(14,522)
(15,232)
Unrealized exchange gain
(48)
(7,687)
Total deferred tax liabilities
(293,774)
(525,138)
Net deferred tax liability
$
54,053
$
(227,546)
Included in the table above is $1.5 million of net deferred tax assets that are associated with assets currently held for sale. Refer
to Note 21: Divestitures for further information.
Valuation allowance and net operating loss carryforwards
We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In measuring
88
our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the
weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. Significant judgment
is required in considering the relative impact of the negative and positive evidence, and weight given to each category of
evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the
more positive evidence is necessary, and the more difficult it is to support a conclusion that a valuation allowance is not needed.
Additionally, we utilize the "more likely than not" criteria established in FASB ASC Topic 740 to determine whether the future
tax benefit from the deferred tax assets should be recognized. As a result, we have established valuation allowances on the
deferred tax assets in jurisdictions that have incurred net operating losses and in which it is more likely than not that such losses
will not be utilized in the foreseeable future.
As of each reporting date, we consider new evidence, both positive and negative, that could impact our view with regard to
future realization of deferred tax assets. Our interest expense carryforwards in certain jurisdictions are subject to limitations. We
consider these limitations in our assessment of positive and negative evidence. Our assessment of these limitations has resulted
in the conclusion that a portion of our interest carryforwards is subject to a valuation allowance at both December 31, 2024 and
December 31, 2023. We continually evaluate both the positive and negative evidence for these valuation allowances. We
believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available
to allow a conclusion that a portion of the valuation allowance against these interest carryforwards will no longer be needed.
Release of the valuation allowance would result in the recognition of this deferred tax asset and a decrease to income tax
expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are
dependent on the level of profitability and likelihood of future utilization of this attributes that we are able to actually achieve.
For tax purposes, certain goodwill and indefinite-lived intangible assets are generally amortizable over 6 to 15 years. For book
purposes, goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually. The tax
amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not
reverse unless the related book goodwill or indefinite-lived intangible asset is impaired or written off. This liability may not be
used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite
period.
The total valuation allowance decreased $155.6 million in the year ended December 31, 2024 and increased $320.0 million in
the year 2023. During the year ended December 31, 2024, we executed a strategy to secure the future tax deductibility of certain
intellectual property resulting in a $257.7 million reduction to the valuation allowance that was placed against this deferred tax
asset in the year ended December 31, 2023. As a result of changes in interest limitation rules in the Netherlands that became
effective in 2021, we recorded a valuation allowance against our interest carryforwards in this jurisdiction in the year ended
December 31, 2021. Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of
December 31, 2024 and 2023 have been allocated to income tax benefit recognized in the consolidated statements of operations.
As of December 31, 2024, we have U.S. federal net operating loss carryforwards of $560.9 million, of which $27.3 million will
expire from 2030 to 2037, and $533.6 million do not expire. We have state net operating loss carryforwards with limited and
unlimited lives. Our limited life state net operating losses will expire beginning in 2025. As of December 31, 2024, we have
suspended interest expense carryforwards of $213.6 million in the U.S., $300.8 million in the Netherlands, $0.0 million in
France, and $159.1 million in the U.K., all of which have an unlimited life. We also have net operating loss carryforwards in
various foreign jurisdictions of $445.0 million, which will begin to expire in 2026.
89
Unrecognized tax benefits
All uncertain tax positions have been classified in our balance sheet as noncurrent. A reconciliation of the amount of
unrecognized tax benefits is as follows:
For the year ended December 31,
2024
2023
2022
Balance at beginning of year
$
187,192
$
224,588
$
223,791
Increases related to current year tax positions
2,081
3,335
4,997
Increases related to prior year tax positions
956
1,205
1,312
Decreases related to business combinations and dispositions
(100)
—
(883)
Decreases related to settlements with tax authorities
—
(414)
—
Decreases related to prior year tax positions
(9,592)
(41,241)
(3,097)
Decreases related to lapse of applicable statute of limitations
—
(687)
(743)
(Decreases)/increases related to foreign currency exchange rates
(328)
406
(789)
Balance at end of year
$
180,209
$
187,192
$
224,588
We recognize interest and penalties related to unrecognized tax benefits in the consolidated statements of operations and the
consolidated balance sheets. The following table presents the expense/(income) related to such interest and penalties recognized
in the consolidated statements of operations during the years ended December 31, 2024, 2023, and 2022, and the amount of
interest and penalties recorded on the consolidated balance sheets as of December 31, 2024 and 2023:
Statements of Operations
Balance Sheets
For the year ended December 31,
As of December 31,
(In millions)
2024
2023
2022
2024
2023
Interest
$
1.4
$
0.3
$
0.5
$
3.9
$
2.5
Penalties
$
(0.1) $
0.0
$
0.1
$
0.4
$
0.5
At December 31, 2024, we anticipate that the liability for unrecognized tax benefits could decrease by up to $5.7 million within
the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax
authorities. The amount of unrecognized tax benefits as of December 31, 2024 that if recognized would impact our effective tax
rate is $136.4 million.
Our major tax jurisdictions include Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands,
Switzerland, the U.K., and the U.S. These jurisdictions generally remain open to examination by the relevant tax authority for
the tax years 2008 through 2024.
On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which
generally provides for a minimum jurisdictional effective tax rate of 15%. The legislation became effective for our fiscal year
beginning January 1, 2024. The Company has evaluated the impact of Pillar Two and continues to assess ongoing guidance.
Based on our analysis to date, it has not had a material impact on our 2024 consolidated financial statements and related
disclosures. However, we will continue to monitor developments and assess any future implications on our financial position
and results of operations.
Indemnifications
We have various indemnification provisions in place with parties including Honeywell (sellers of First Technology Automotive
and Special Products), the former shareholders of Elastic M2M, Inc., Sendyne Corp., SmartWitness Holdings, Inc., Xirgo
Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc., whereby such provisions provide for the reimbursement of
future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses.
90
8. Net Income/(Loss) 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 years ended December 31, 2024, 2023, and 2022, the
weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:
For the year ended December 31,
(In thousands)
2024
2023
2022
Basic weighted-average ordinary shares outstanding
150,401
152,089
155,253
Dilutive effect of stock options
3
—
212
Dilutive effect of unvested restricted securities
329
—
462
Diluted weighted-average ordinary shares outstanding
150,733
152,089
155,927
Net (loss)/income and net (loss)/income per share are presented in the 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. Refer to Note 4: Share-Based Compensation for
additional information related to our equity awards. These potential ordinary shares are as follows:
For the year ended December 31,
(In thousands)
2024
2023
2022
Anti-dilutive shares excluded
1,307
2,864
1,115
Contingently issuable shares excluded
856
1,239
1,294
9. Inventories
The following table presents the components of inventories as of December 31, 2024 and 2023:
As of December 31,
2024
2023
Finished goods
$
193,167
$
223,972
Work-in-process
134,423
113,209
Raw materials
286,865
376,304
Inventories
$
614,455
$
713,485
Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to inventories.
10. Property, Plant and Equipment, Net
PP&E, net as of December 31, 2024 and 2023 consisted of the following:
As of December 31,
2024
2023
Land
$
15,731
$
16,005
Buildings and improvements
266,309
326,170
Machinery and equipment
1,831,061
1,770,382
Total property, plant and equipment
2,113,101
2,112,557
Accumulated depreciation
(1,291,448)
(1,226,547)
Property, plant and equipment, net
$
821,653
$
886,010
Depreciation expense for PP&E, including amortization of leasehold improvements and depreciation of assets under finance
leases, totaled $167.1 million, $133.1 million, and $127.2 million for the years ended December 31, 2024, 2023, and 2022,
respectively.
Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to PP&E, net.
91
11. Goodwill and Other Intangible Assets, Net
Goodwill
The following table presents the changes in net goodwill by segment for the years ended December 31, 2024 and 2023.
Performance Sensing (3)
Sensing Solutions (3)
Other Non-segment
Total
Balance as of December 31, 2022
$
2,189,771
$
1,399,753
$
321,700 $
3,911,224
Divestiture
—
(8,240)
—
(8,240)
Measurement period adjustments
—
(38,494)
—
(38,494)
Goodwill impairment charge (1)
—
—
(321,700)
(321,700)
Foreign currency translation effect
(20)
—
—
(20)
Goodwill reallocation (2)
(57,071)
57,071
—
—
Balance as of December 31, 2023
2,132,680
1,410,090
—
3,542,770
Assets held for sale
(8,800)
—
—
(8,800)
Measurement period adjustments
—
—
—
—
Goodwill impairment charge (1)
—
(150,100)
—
(150,100)
Foreign currency translation effect
(70)
—
—
(70)
Goodwill reallocation (2)
(143,400)
143,400
—
—
Balance as of December 31, 2024
$
1,980,410
$
1,403,390
$
— $
3,383,800
__________________________
(1)
In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $321.7
million non-cash impairment charge. 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. Refer to additional information under the heading
Reporting Units below.
(2)
Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance
Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. This
product move resulted in a reallocation of $57.1 million of goodwill from the HVOR reporting unit to the Industrial
Solutions reporting unit based on its fair value relative to the total fair value of the HVOR reporting unit. Effective January
1, 2024, we moved certain aftermarket product lines from the Automotive and HVOR operating segments (in the
Performance Sensing reportable segment) to the Sensing Solutions operating segment. This change resulted in the
reallocation of $122.0 million of goodwill from the Automotive reporting unit and $21.4 million of goodwill from the
HVOR reporting unit to a new Aftermarket reporting unit based on a relative fair value allocation.
(3)
There was no accumulated goodwill impairment related to the Performance Sensing reportable segment as of December 31,
2024, excluding the $321.7 million impairment of Insights, which is no longer part of the Performance Sensing reportable
segment. Refer to Note 20: Segment Reporting for additional information. Accumulated goodwill impairment related to the
Sensing Solutions reportable segment was $168.6 million as of December 31, 2024, and $18.5 million as of both December
31, 2023, and 2022.
Acquisitions and Divestitures
Goodwill attributed to acquisitions reflects our allocation of purchase price to the estimated fair value of certain assets acquired
and liabilities assumed. Net assets acquired are comprised of tangible and identifiable intangible assets acquired and liabilities
assumed based on their estimated fair values. We apply estimates and assumptions to determine the fair value of the intangible
assets and of any contingent consideration obligations. Critical estimates in valuing purchased technology, customer
relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired
assets. In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate
amortization expense. Goodwill has been included in our segments based on a methodology using anticipated future earnings of
the components of business.
In July 2022, we sold the Qinex Business, which had previously been consolidated into the Industrial Solutions reporting unit.
Upon closing of the sale, we transferred approximately $70 million of assets (including allocated goodwill of $45 million) and
$2 million of liabilities to the buyer. Refer to Note 21: Divestitures for additional information on this transaction. We concluded
that this sale did not impact our reportable or operating segment evaluations.
Reporting Units
In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting
92
unit could exceed its fair values. The primary indicators of impairment were revised projections of future cash flows and actual
performance that was lower than previous projections for these reporting unit. 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 2024, we
recorded a $150.1 million non-cash impairment charge. If Dynapower does not achieve the forecasted cash flows, there is a
possibility that additional impairments of the remaining $229.8 million of goodwill may be recognized in the future.
As of October 1, 2024, we had seven reporting units, Automotive, HVOR, Industrial Solutions, Aerospace, Clean Energy
Solutions, Aftermarket and Dynapower. During the second half of 2024, we reorganized our Sensing Solutions operating
segment, which resulted in the realignment of our reporting units during Q4 2024. As a result of this reorganization, our Clean
Energy Solutions reporting unit, which includes high-voltage contactors, inverters, and battery management systems was
combined with our existing Industrial Solutions reporting unit creating one reporting unit, Industrial Solutions. There have been
no subsequent changes to our reporting units as of December 31, 2024.
We evaluated our goodwill for impairment as of October 1, 2024, using a quantitative analysis for each reporting unit, under
which a discounted cash flow analysis is prepared (and, when applicable, a market multiples approach using comparable
companies) to determine whether the fair value of the reporting unit is less than its carrying value. Based on these analyses, we
have determined that as of October 1, 2024, the fair value of each of our reporting units exceeded their carrying values.
We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the
goodwill impairment test, including: the timing of our most recent quantitative impairment tests and the relative amount by
which a reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation
models and the sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or
market conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the
carrying value of a reporting unit’s net assets from the time of our most recent goodwill impairment test. We also consider the
impact of recent impairments in our expectations of the reporting units, such as the Dynapower reporting unit, and how actual
performance against the forecasted performance, might put pressure on the reporting unit's fair value over carrying value in the
short term.
Indefinite-Lived Intangible Assets
We own the Klixon® and Airpax® tradenames, which are indefinite-lived intangible assets as they have been in continuous use
since 1927 and 1948, respectively, and we have no plans to discontinue using either of them. We evaluated our indefinite-lived
intangible assets for impairment as of October 1, 2024 and 2023 using a qualitative analysis and no impairment was identified.
As of each of December 31, 2024, 2023, we have $59.1 million and $9.4 million for the Klixon® and Airpax® tradenames,
respectively, on our consolidated balance sheets.
Definite-Lived Intangible Assets
The following tables outline the components of definite-lived intangible assets as of December 31, 2024 and 2023:
As of As of December 31, 2024
Weighted-
Average
Life (years)
Gross
Carrying
Amount
Accumulated
Amortization
Accumulated
Impairment
Foreign
Currency
Translation
Effect
Net
Carrying
Value
Completed technologies (1)(2)
11
$
924,483 $
(767,219) $
(2,430) $
(110) $
154,724
Customer relationships (1)(2)
11
1,883,791
(1,676,022)
(12,144)
—
195,625
Backlog
1
15,500
(13,336)
—
—
2,164
Tradenames (1)(2)
15
99,947
(35,671)
—
—
64,276
Capitalized software and other
6
76,708
(69,087)
—
(2)
7,619
Total
12
$ 3,000,429 $ (2,561,335) $
(14,574) $
(112) $
424,408
__________________________
(1)
During the year ended December 31, 2024, we sold the Insights Business, which included approximately $58.7 million,
$184.3 million and $4.0 million of net assets for completed technologies, customer relationships, and tradenames,
respectively.
(2)
During the year ended December 31, 2024, we completed our exit of the Spear businesses triggering the acceleration of
amortization totaling $7.1 million, $2.1 million and $0.5 million for completed technologies, customer relationships and
93
trademarks, respectively.
As of December 31, 2023
Weighted-
Average
Life (years)
Gross
Carrying
Amount
Accumulated
Amortization
Accumulated
Impairment
Foreign
Currency
Translation
Effect
Net
Carrying
Value
Completed technologies
11
$ 1,024,019 $
(756,831) $
(2,430) $
(215) $
264,543
Customer relationships (1)
12
2,123,931
(1,661,230)
(12,144)
—
450,557
Backlog
2
15,500
(8,346)
—
—
7,154
Tradenames
16
107,577
(32,316)
—
—
75,261
Capitalized software and other
7
74,823
(64,037)
—
—
10,786
Total
11
$ 3,345,850 $ (2,522,760) $
(14,574) $
(215) $
808,301
__________________________
(1)
During the year ended December 31, 2023, we wrote-off approximately $4.0 million of fully-amortized customer
relationships that were not in use.
The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2024, 2023, and
2022:
For the year ended December 31,
2024
2023
2022
Acquisition-related definite-lived intangible assets
$
140,557
$
167,695
$
147,110
Capitalized software
5,187
6,165
6,677
Amortization of intangible assets
$
145,744
$
173,860
$
153,787
The table below presents estimated amortization of definite-lived intangible assets for each of the next five years:
For the year ended December 31,
2025
$
80,092
2026
$
63,475
2027
$
54,032
2028
$
44,959
2029
$
35,889
12. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of December 31, 2024 and 2023 consisted of the following:
As of December 31,
2024
2023
Accrued compensation and benefits
$
71,222
$
73,209
Accrued interest
55,208
45,187
Foreign currency and commodity forward contracts
22,748
7,909
Current portion of operating lease liabilities
13,143
11,458
Accrued severance
6,087
6,786
Current portion of pension and post-retirement benefit obligations
2,298
2,653
Other accrued expenses and current liabilities
146,635
159,800
Accrued expenses and other current liabilities
$
317,341
$
307,002
13. Pension and Other Post-Retirement Benefits
We provide various pension and other post-retirement benefit plans for current and former employees, including defined
benefit, defined contribution, and retiree healthcare benefit plans. Refer to Note 2: Significant Accounting Policies for
discussion of our accounting policies related to our pension and other post-retirement benefit plans.
94
U.S. Benefit Plans
The principal retirement plans in the U.S. is a defined contribution plan. In addition, we provide post-retirement medical
coverage and non-qualified benefits to certain employees. During the year ended December 31, 2024, we terminated the defined
benefit pension plan.
Non-U.S. Benefit Plans
Retirement coverage for non-U.S. employees is provided through separate defined benefit and defined contribution plans.
Retirement benefits are generally based on an employee’s years of service and compensation. Funding requirements are
determined on an individual country and plan basis and are subject to local country practices and market circumstances. We do
not expect to make material contributions to the non-U.S. defined benefit plans during 2025.
Impact on Financial Statements
The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended
December 31, 2024, 2023, and 2022 was $12.5 million, $7.9 million, and $9.1 million, respectively. Components of net
periodic benefit cost other than service cost are generally presented in other, net in the consolidated statements of operations.
Refer to Note 6: Other, Net.
The following table presents changes in the benefit obligation and plan assets for our defined benefit and other post-retirement
benefit plans in total for the years ended December 31, 2024 and 2023:
For the year ended December 31,
2024
2023
Change in benefit obligation:
Beginning balance
$
87,707
$
84,451
Service cost
3,444
4,073
Interest cost
3,301
3,453
Plan participants’ contributions
497
539
Actuarial loss/(gain)
(103)
31
Benefits paid
(21,646)
(5,975)
Foreign currency remeasurement
(7,769)
1,135
Ending balance
$
65,431
$
87,707
Change in plan assets:
Beginning balance
$
46,876
$
45,861
Actual return on plan assets
1,980
4,458
Employer contributions
10,460
3,419
Plan participants’ contributions
497
539
Benefits paid
(21,646)
(5,975)
Foreign currency remeasurement
(3,340)
(1,426)
Ending balance
$
34,827
$
46,876
Funded status at end of year
$
(30,604) $
(40,831)
Accumulated benefit obligation at end of year
$
55,936
$
74,593
Assumptions and Investment Policies
95
Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare
benefit plans as of December 31, 2024 and 2023 are as follows:
As of December 31,
2024
2023
Defined Benefit
Retiree
Healthcare
Defined Benefit
Retiree
Healthcare
U.S. assumed discount rate
4.65 %
5.35 %
4.85 %
4.85 %
Non-U.S. assumed discount rate
5.22 %
NA
4.60 %
NA
Non-U.S. average long-term pay progression
3.41 %
NA
3.47 %
NA
Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare
benefit plans for the years ended December 31, 2024 and 2023 and 2022 are as follows:
For the year ended December 31,
2024
2023
2022
Defined
Benefit
Retiree
Healthcare
Defined
Benefit
Retiree
Healthcare
Defined
Benefit
Retiree
Healthcare
U.S. assumed discount rate
4.85 %
4.85 %
5.10 %
5.15 %
2.30 %
2.40 %
Non-U.S. assumed discount rate
7.90 %
NA
7.14 %
NA
5.03 %
NA
U.S. average long-term rate of return on plan assets
NA
NA
4.36 %
NA
4.53 %
NA
Non-U.S. average long-term rate of return on plan assets
2.50 %
NA
2.73 %
NA
2.38 %
NA
Non-U.S. average long-term pay progression
5.06 %
NA
4.96 %
NA
4.52 %
NA
Plan Assets
As of December 31, 2024 and 2023, we held material assets for our defined benefit plans in the U.S. and Japan. Information
about the assets for each of these plans is detailed below. Refer to Note 18: Fair Value Measures for additional information
related to the levels of the fair value hierarchy in accordance with FASB ASC Topic 820.
U.S. plan assets
The total fair value of our U.S. plan assets as of December 31, 2024 and 2023 was $0.4 million and $10.0 million, respectively.
In the year ended December 31, 2024, the plan assets were comprised entirely of money market funds. In the year ended
December 31, 2023, the plan assets included $7.3 million of fixed income mutual funds and $2.7 million, of money market
funds.
All fair value measures presented above are categorized in Level 1 of the fair value hierarchy. Investments in mutual funds are
based on the publicly-quoted final net asset values on the last business day of the year.
Permitted asset classes include U.S. and non-U.S. equity, U.S. and non-U.S. fixed income, cash, and cash equivalents. Fixed
income includes both investment grade and non-investment grade. Permitted investment vehicles include mutual funds,
individual securities, derivatives, and long-duration fixed income securities. While investments in individual securities,
derivatives, long-duration fixed income securities, cash, and cash equivalents are permitted, the plan did not hold these types of
investments as of December 31, 2024 and 2023.
Prohibited investments include direct investments in real estate, commodities, unregistered securities, uncovered options,
currency exchange contracts, and natural resources (such as timber, oil, and gas).
Japan plan assets
The target asset allocation of the Japan defined benefit plan is 50% fixed income securities, cash, and cash equivalents and 50%
equity securities, with allowance for a 40% deviation in either direction. We, along with the trustee of the plan's assets,
minimize investment risk by thoroughly assessing potential investments based on indicators of historical returns and current
credit ratings. Additionally, investments are diversified by type and geography.
The total fair value of our Japan plan assets as of December 31, 2024 and 2023 was $26.5 million and $27.2 million,
respectively, which included $9.2 million and $12.6 million, respectively, of equity securities, $7.3 million and $8.0 million,
respectively, of fixed income securities, and $8.1 million and $4.7 million, respectively, of cash and cash equivalents.
96
All fair value measures presented above are categorized in Level 1 of the fair value hierarchy, with the exception of non-U.S.
fixed income securities of $1.7 million, and alternative risk managed balance of $1.9 million as of December 31, 2024, which
are categorized as Level 2. The fair values of equity and fixed income securities are based on publicly-quoted closing stock and
bond values on the last business day of the year.
Permitted asset classes include equity securities that are traded on the official stock exchange(s) of the respective countries,
fixed income securities with certain credit ratings, cash, and cash equivalents.
14. Debt
Our long-term debt, net and finance lease obligations as of December 31, 2024 and 2023 consisted of the following:
As of December 31,
Maturity Date
2024
2023
5.0% Senior Notes
October 1, 2025
—
700,000
4.375% Senior Notes
February 15, 2030
450,000
450,000
3.75% Senior Notes
February 15, 2031
750,000
750,000
4.0% Senior Notes
April 15, 2029
1,000,000
1,000,000
5.875% Senior Notes
September 1, 2030
500,000
500,000
6.625% Senior Notes
July 15, 2032
500,000
—
Less: debt discount, net of premium
997
(1,568)
Less: deferred financing costs
(24,899)
(24,444)
Long-term debt, net
$
3,176,098
$
3,373,988
Finance lease obligations
$
23,398
$
25,225
Less: current portion
(2,414)
(2,276)
Finance lease obligations, less current portion
$
20,984
$
22,949
_______________________________
Fiscal year 2024 transactions
Issuance of 6.625% Senior Notes
The 6.625% Senior Notes were issued under an indenture dated as of June 6, 2024 (the "6.625% Senior Notes Indenture")
among Sensata Technologies, Inc. ("STI"), as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries
named therein (the "Guarantors").
The 6.625% Senior Notes bear interest at a rate of 6.625% per annum and mature on July 15, 2032. Interest is payable semi-
annually on January 15 and July 15 of each year, commencing on January 15, 2025. STI's obligations under the 6.625% Senior
Notes are guaranteed by Sensata Technologies B.V. ("STBV") and each of STBV's wholly-owned subsidiaries (other than STI)
that is a Guarantor under STI's Senior Secured Credit Facilities and an issuer or a guarantor under our existing senior notes as
follows (collectively, the "Existing Notes"): STI's 4.375% Senior Notes due 2030 and 3.75% Senior Notes due 2031 and
STBV's 4.0% Senior Notes due 2029 and 5.875% Senior Notes due 2030.
The 6.625% Senior Notes are STI’s, and the guarantees are the Guarantors’, senior unsecured obligations and rank equally in
right of payment to all existing and future senior indebtedness of STI or the Guarantors, respectively, including indebtedness
under the Senior Secured Credit Facilities and the Existing Notes.
The 6.625% Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries (including STI and
the other Guarantors) to, among other things: incur liens; engage in sale and leaseback transactions; with respect to any
subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 6.625% Senior Notes; or
consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all or substantially all
of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth
in the 6.625% Senior Notes Indenture.
The guarantees of the 6.625% Senior Notes and certain of these covenants will be suspended if the 6.625% Senior Notes are
assigned an investment-grade rating by either S&P Global Ratings or Moody’s Investors Service, Inc. and no default has
occurred and is continuing. The guarantees of the 6.625% Senior Notes and the suspended covenants will be reinstated in the
97
event that the 6.625% Senior Notes are rated below investment grade by both rating agencies, or an event of default has
occurred and is continuing at such time.
The 6.625% Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure
periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements
in the 6.625% Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or
insolvency, failure to pay certain judgments, and failure of the guarantees of significant subsidiaries to remain in full force and
effect. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then
outstanding 6.625% Senior Notes may declare the principal of and accrued but unpaid interest on all of the 6.625% Senior
Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the 6.625%
Senior Notes Indenture.
At any time, and from time to time, prior to July 15, 2027, STI may redeem the 6.625% Senior Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the 6.625% Senior Notes being redeemed, plus a “make whole”
premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after July 15, 2027,
STI may redeem the 6.625% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal
amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:
Period beginning July 15,
Price
2027
103.313 %
2028
101.656 %
2029 and thereafter
100.000 %
In addition, at any time prior to July 15, 2027, STI may redeem up to 40% of the principal amount of the outstanding 6.625%
Senior Notes (including additional 6.625% Senior Notes, if any) with the net cash proceeds of certain equity offerings at a
redemption price (expressed as a percentage of principal amount) of 106.625%, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date, provided that at least 60% of the aggregate principal amount of the 6.625% Senior Notes
(including additional 6.625% Senior Notes, if any) remains outstanding immediately after each such redemption.
Upon the occurrence of certain changes in control, each holder of the 6.625% Senior Notes will have the right to require STI to
repurchase the 6.625% Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but
excluding, the date of repurchase.
Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof,
STI may, at its option, redeem the 6.625% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and
all Additional Amounts (as defined in the 6.625% Senior Notes Indenture), if any, then due and which will become due on the
date of redemption.
Redemption of 5.0% Senior Notes
In July 2024, we redeemed the $700.0 million aggregate principal amount outstanding on our 5.0% senior notes due 2025 (the
"5.0% Senior Notes") in accordance with the terms of the indenture under which the 5.0% Senior Notes were issued and the
terms of the notice of redemption, at a redemption price equal to 101% of the aggregate principal amount of the outstanding
5.0% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date. In addition to the
$700.0 million aggregate principal amount outstanding, at redemption we paid the $7.0 million premium and $10.1 million
accrued interest.
Fiscal year 2023 transactions
On August 22, 2023, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc. ("STI"), Sensata
Technologies Intermediate Holding B.V. ("STIHBV"), and Sensata Technologies B.V. (“STBV”), entered into an amendment
(the “Thirteenth Amendment”) to (i) the credit agreement governing our secured credit facility (as amended, supplemented,
waived, or otherwise modified, the “Credit Agreement"), and (ii) the Foreign Guaranty, dated as of May 12, 2011 (as amended,
supplemented, waived, or otherwise modified prior to the Thirteenth Amendment).
Among other changes to the Credit Agreement, the Thirteenth Amendment, (i) released the Foreign Guarantors (excluding
STBV) (the "Specified Foreign Guarantors") from all of their remaining obligations as guarantors and securing parties under the
98
Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions, and (ii) 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.
The Specified Foreign Guarantors were released from their guaranty obligations with respect to the 5.625% Senior Notes, the
$700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), the $1.0 billion aggregate
principal amount of 4.0% senior notes due 2029 (the "4.0% Senior Notes"), the $500.0 million aggregate principal amount of
5.875% senior notes due 2030 (the "5.875% Senior Notes"), the $450.0 million aggregate principal amount of 4.375% senior
notes due 2030 (the "4.375% Senior Notes"), and the $750 million aggregate principal amount of 3.75% senior notes due 2031
(the "3.75% Senior Notes"), in each case in accordance with the terms of the relevant indenture pursuant to which such senior
notes were issued (the "Senior Notes Indentures").
On February 6, 2023, we prepaid $250.0 million of outstanding principal on our Term Loan balance. Accordingly, that portion
of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term
debt. On May 3, 2023, we prepaid $196.8 million of outstanding principal on the Term Loan, representing the remaining
balance on the Term Loan as of that date plus $0.5 million in interest.
On December 18, 2023, we redeemed in full the $400.0 million aggregate principal amount outstanding on the 5.625% Senior
Notes in accordance with the terms of the indenture under which the 5.625% Senior Notes were issued, at a redemption price of
100.0% of the aggregate principal amount of the outstanding 5.625% Senior Notes, plus a $4.0 million "make-whole" premium,
plus accrued and unpaid interest to (but not including) the redemption date.
Secured Credit Facility
The Credit Agreement provides for the Senior Secured Credit Facilities, consisting of the Term Loan, a revolving credit facility
(the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued
under certain circumstances. All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by
certain of our subsidiaries and secured by substantially all present and future property and assets of STBV and its guarantor
subsidiaries.
On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement as follows: (i) increased the
aggregate principal amount of the Revolving Credit Facility to $750.0 million; (ii) extended the maturity date of the Revolving
Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the Term Loan is not
refinanced with a maturity date that is on or after June 23, 2027); (iii) released the Foreign Guarantors (as defined in the Credit
Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined
in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to
reinstate such guaranties under certain conditions; (iv) replaced the LIBOR-based interest rates referenced by the Credit
Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S. dollars, an interest rate based
on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York and (b) for revolving
credit loans denominated in pounds sterling, an interest rate based on the Sterling Overnight Index Average ("SONIA"); and (v)
certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to
provide STI and its affiliates increased flexibility and permissions thereunder.
The Credit Agreement provides that, if our senior secured net leverage ratio exceeds a specified level, we are required to use a
portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to
prepay the outstanding borrowings under the Senior Secured Credit Facilities. 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 the incurrence of certain indebtedness (excluding any
permitted indebtedness). These provisions were not triggered during the year ended December 31, 2024.
Term Loan
On February 6, 2023, we prepaid $250.0 million of outstanding principal on our Term Loan balance. On May 3, 2023, the
remaining amount outstanding on the Term Loan was prepaid. Prior to prepayment, the principal amount of the Term Loan
amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the
Term Loan upon completion of the tenth amendment of the Credit Agreement entered into on September 20, 2019 with the
balance due at maturity. In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan,
once repaid, may be reborrowed.
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Revolving Credit Facility
In accordance with the terms of the Credit Agreement, borrowings under the Revolving Credit Facility may, at our option, be
maintained from time to time as Base Rate loans, Term SOFR loans, or Daily Simple SONIA loans (each as defined in the
Credit Agreement), with each representing a different determination of interest rates. The interest rate margins and letter of
credit fees under the Revolving Credit Facility are as follows (each depending on our senior secured net leverage ratio): (i) the
interest rate margin for Base Rate loans range from 0.00% to 0.50%; (ii) the interest rate margin for Term SOFR and Daily
Simple SONIA loans range from 1.00% to 1.50%; and (iii) the letter of credit fees range from 0.875% to 1.375%.
We are required to pay to our revolving credit lenders, on a quarterly basis, a commitment fee on the unused portion of the
Revolving Credit Facility. The commitment fee ranges from 0.125% to 0.250%, depending on our senior secured net leverage
ratios.
As of December 31, 2024, there was $745.8 million available under the Revolving Credit Facility, net of $4.2 million of
obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the
benefit of certain operating activities. As of December 31, 2024, no amounts had been drawn against these outstanding letters of
credit. Availability under the Revolving Credit Facility may be borrowed, repaid, and re-borrowed to fund our working capital
needs and for other general corporate purposes.
Senior Notes
We have various tranches of senior unsecured notes outstanding as of December 31, 2024. Information regarding these senior
notes and the 5.625% Senior Notes, which were not outstanding as of December 31, 2024 (together, the "Senior Notes") is
included in the following table. The Senior Notes were issued under the Senior Notes Indentures among the issuers listed in the
table below, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named in the respective Senior Notes
Indentures.
5.0% Senior
Notes (1)
4.375% Senior
Notes
3.75% Senior
Notes
4.0% Senior
Notes
5.875% Senior
Notes
6.625% Senior
Notes (3)
Aggregate principal amount
$—
$450,000
$750,000
$1,000,000
$500,000
$500,000
Interest rate
5.000%
4.375%
3.750%
4.000%
5.875%
6.625%
Issue price
100.000%
100.000%
100.000%
Various (2)
100.000%
100.000%
Issuer
STBV
STI
STI
STBV
STBV
STI
Issue date
March 2015
September 2019
August 2020
Various (2)
August 2022
June 2024
Interest due
April 1
February 15
February 15
April 15
September 1
January 15
Interest due
October 1
August 15
August 15
October 15
March 1
July 15
__________________________
(1)
On July 15, 2024, we redeemed in full the $700.0 million aggregate principal amount outstanding on our 5.0% Senior
Notes.
(2)
On March 29, 2021, we issued $750.0 million of 4.0% Senior Notes that were priced at 100.00%. On April 8, 2021, we
issued $250.0 million of 4.0% Senior Notes that were priced at 100.75%.
(3)
On June 6, 2024, we issued $500.0 million of 6.625% Senior Notes that were priced at 100.00%.
Redemption - General
Upon the occurrence of certain specific change in control events, we will be required to offer to repurchase the Senior Notes at
101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
If changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, of
any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of
any of the Senior Notes or the guarantees thereof, we may, at our option, redeem the relevant Senior Notes in whole but not in
part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date, premium, if any, and all additional amounts (as described in the relevant Senior Notes
Indenture), if any, then due and which will become due on the date of redemption.
Except as described below with respect to the 4.375% Senior Notes, 3.75% Senior Notes, the 4.0% Senior Notes, and the
5.875% Senior Notes, at any time, and from time to time, we may optionally redeem the Senior Notes, in whole or in part, at a
price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but
excluding, the date of redemption, plus a "make-whole" premium set forth in the relevant Senior Notes Indenture.
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Redemption - 4.375% Senior Notes
The "make-whole" premium will not be payable with respect to any such redemption of the 4.375% Senior Notes on or after
November 15, 2029.
Redemption - 3.75% Senior Notes
The "make-whole" premium will not be payable with respect to any such redemption of the 3.75% Senior Notes on or after
February 15, 2026. On or after such date, we may optionally redeem the 3.75% Senior Notes, in whole or in part, at the
following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding
the redemption date:
Period beginning February 15,
Price
2026
101.875 %
2027
100.938 %
2028 and thereafter
100.000 %
Redemption - 4.0% Senior Notes
The "make-whole" premium will not be payable with respect to any such redemption of the 4.0% Senior Notes on or after April
15, 2024. On or after such date, we may optionally redeem the 4.0% Senior Notes, in whole or in part, at the following prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption
date:
Period beginning April 15,
Price
2024
102.000 %
2025
101.000 %
2026 and thereafter
100.000 %
In addition, at any time prior to April 15, 2024, STBV may redeem up to 40% of the principal amount of the outstanding 4.0%
Senior Notes (including additional 4.0% Senior Notes, if any, that may be issued after March 29, 2021) with the net cash
proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 104.00%, plus
accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate
principal amount of the 4.0% Senior Notes (including additional 4.0% Senior Notes, if any) remains outstanding immediately
after each such redemption.
Redemption - 5.875% Senior Notes
At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in
part, at a redemption price equal to 100% of the principal amount of the 5.875% Senior Notes being redeemed, plus a “make
whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after
September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at the following prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date:
Period beginning September 1,
Price
2025
102.398 %
2026
101.469 %
2027 and thereafter
100.000 %
In addition, at any time prior to September 1, 2025, STBV may redeem up to 40% of the principal amount of the outstanding
5.875% Senior Notes (including additional 5.875% Senior Notes, if any) with the net cash proceeds of certain equity offerings
at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest, if any, up
to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 5.875% Senior Notes
(including additional 5.875% Senior Notes, if any) remains outstanding immediately after each such redemption.
Guarantees
The obligations of the issuers of the Senior Notes are guaranteed by STBV and all of its subsidiaries (excluding the company
that is the issuer of the relevant Senior Notes) that guarantee the obligations of STI under the Credit Agreement (after giving
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effect to the release of guarantees pursuant to the Eleventh Amendment and the Thirteenth Amendment discussed below).
On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement to, among other things,
release the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the
obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and
certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions.
On August 22, 2023, we entered into the Thirteenth Amendment, which amended the Credit Agreement to, among other things,
release the Specified Foreign Guarantors from all of their remaining obligations as guarantors and securing parties under the
Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions. The Specified Foreign
Guarantors were released from their guaranty obligations with respect to the 5.625% Senior Notes, the 5.0% Senior Notes, the
4.0% Senior Notes, the 5.875% Senior Notes, the 4.375% Senior Notes, and the 3.75% Senior Notes, in each case in accordance
with the terms of the relevant indenture pursuant to which such senior notes were issued.
Events of Default
The Senior Notes Indentures provide for events of default that include, among others, nonpayment of principal or interest when
due, breach of covenants or other provisions in the relevant Senior Notes Indenture, defaults in payment of certain other
indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and the cessation of the full force
and effect of the guarantees of significant subsidiaries. Generally, if an event of default occurs, the trustee or the holders of at
least 25% in principal amount of the then outstanding Senior Notes issued under the relevant Senior Notes Indenture may
declare the principal of, and accrued but unpaid interest on, all of the relevant Senior Notes to be due and payable immediately.
All provisions regarding remedies in an event of default are subject to the relevant Senior Notes Indenture.
Restrictions and Covenants
As of December 31, 2024, STBV and all of its subsidiaries were subject to certain restrictive covenants under the Credit
Agreement and the Senior Notes Indentures.
We entered into the Eleventh Amendment and Thirteenth Amendment to the Credit Agreement on June 23, 2022 and
August 22, 2023, respectively. These amendments each amended the Credit Agreement to, among other things, modify certain
of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased
flexibility and permissions thereunder.
Under certain circumstances, STBV is permitted to designate a subsidiary as "unrestricted" for purposes of the Credit
Agreement, in which case the restrictive covenants thereunder will not apply to that subsidiary; the Senior Notes Indentures do
not contain such a permission. STBV has not designated any subsidiaries as unrestricted. The net assets of STBV subject to
these restrictions totaled $3.0 billion at December 31, 2024.
Credit Agreement
The Credit Agreement contains non-financial restrictive covenants (subject to important exceptions and qualifications set forth
in the Credit Agreement) that limit our ability to, among other things:
•
incur indebtedness or liens, prepay subordinated debt, or amend the terms of our subordinated debt;
•
make loans and investments (including acquisitions) or sell assets;
•
change our business or accounting policies, merge, consolidate, dissolve or liquidate, or amend the terms of our
organizational documents;
•
enter into affiliate transactions;
•
pay dividends and make other restricted payments;
•
or enter into certain burdensome contractual obligations.
In addition, under the Credit Agreement, STBV and its subsidiaries are required to maintain a senior secured net leverage ratio
not to exceed 5.0:1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash
collateralized for the full face amount thereof exceed 20% of the commitments under the Revolving Credit Facility.
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Senior Notes Indentures
The Senior Notes Indentures contain restrictive covenants (subject to important exceptions and qualifications set forth in the
Senior Notes Indentures) that limit the ability of STBV and its subsidiaries to, among other things: incur liens; incur or
guarantee indebtedness without guaranteeing the Senior Notes; engage in sale and leaseback transactions; or effect mergers or
consolidations, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of STBV and
its subsidiaries.
Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by Standard & Poor's
Rating Services or Moody's Investors Service, Inc. and provided no default has occurred and is continuing at such time. The
suspended covenants will be reinstated if the Senior Notes are no longer assigned an investment grade rating by either rating
agency or an event of default has occurred and is continuing at such time. As of December 31, 2024, none of the Senior Notes
were assigned an investment grade rating by either rating agency.
Restrictions on Payment of Dividends
STBV's subsidiaries are generally not restricted in their ability to pay dividends or otherwise distribute funds to STBV, except
for restrictions imposed under applicable corporate law.
STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and,
ultimately, to Sensata plc, under the Credit Agreement. Specifically, the Credit Agreement prohibits STBV from paying
dividends or making distributions to its parent companies except for purposes that include, but are not limited to, the following:
•
customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent
companies incurred in the ordinary course of business, provided that such amounts, in the aggregate, do not exceed
$20.0 million in any fiscal year;
•
dividends and other distributions in an aggregate amount not to exceed $200.0 million plus certain amounts, including
the retained portion of excess cash flow, but only insofar as no default or event of default exists and the senior secured
net leverage ratio is less than 2.0:1.0 calculated on a pro forma basis;
•
so long as no default or an event of default exists, dividends and other distributions in an aggregate amount not to exceed
$50.0 million in any calendar year (with the unused portion in any year being carried over to succeeding years) plus
unlimited additional amounts but only insofar as the senior secured net leverage ratio is less than 2.5:1.0 calculated on a
pro forma basis; and
•
other dividends and other distributions in an aggregate amount not to exceed $150.0 million, so long as no default or
event of default exists.
The Senior Notes Indentures generally allow STBV to pay dividends and make other distributions to its parent companies.
Compliance with Financial Covenants
We were in compliance with all of the financial covenants and default provisions associated with our indebtedness as of
December 31, 2024 and for the fiscal year then ended.
Accounting for Debt Financing Transactions
In the year ended December 31, 2024, in connection with the issuance of the 6.625% Senior Notes, we recognized $6.3 million
of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.
In connection with the redemption of the 5.0% Senior Notes, we recognized a loss of $9.8 million, presented in other, net,
which reflects the $7.0 million early redemption premium and $2.8 million related to the write-off of unamortized deferred
financing costs and debt discounts.
In the year ended December 31, 2023, in connection with the early redemption of the 5.625% Senior Notes, we recognized a
loss of $4.6 million, which primarily reflects payment of $4.0 million for the "make-whole" premium, with the remaining loss
representing the write-off of debt discounts and deferred financing costs. In connection with the prepayment on the Term Loan,
we recognized a loss of $0.9 million, representing the write-off of deferred financing costs. These losses are presented in other,
net.
In the year ended December 31, 2022, in connection with the entry into the Eleventh Amendment, we recognized $2.7 million
of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets. In
connection with the issuance of the 5.875% Senior Notes, we capitalized $6.1 million of deferred financing costs, which are
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presented on the consolidated balance sheets as a reduction of long-term debt. In connection with the redemption of the 4.875%
Senior Notes, we recognized a loss of $5.5 million, presented in other, net, related to the write-off of unamortized deferred
financing costs and debt discounts.
Refer to Note 2: Significant Accounting Policies for additional information related to our accounting policies regarding debt
financing transactions.
Finance Leases
Refer to Note 17: Leases for additional information related to our finance leases.
Debt Maturities
The aggregate principal amount of each tranche of our Senior Notes is due in full at its maturity date. The Term Loan was paid
in full on May 3, 2023. Loans made pursuant to the Revolving Credit Facility must be repaid in full at its maturity date and can
be repaid prior to then at par. All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit
Facility unless cash collateralized prior to such time. In accordance with the terms of the Senior Secured Credit Facilities, no
amount under the Term Loan, once repaid, may be reborrowed.
The following table presents the remaining mandatory principal repayments of long-term debt, excluding finance lease
payments and discretionary repurchases of debt, in each of the years ended December 31, 2025 through 2029 and thereafter.
For the year ended December 31,
Aggregate Maturities
2025
$
—
2026
—
2027
—
2028
—
2029
1,000,000
Thereafter
2,200,000
Total long-term debt principal payments
$
3,200,000
15. Commitments and Contingencies
Off-Balance Sheet Arrangements
From time to time, we execute contracts that require us to indemnify the other parties to the contracts. These indemnification
obligations generally arise in two contexts. First, in connection with certain transactions, such as the divestiture of a business or
the issuance of debt or equity securities, the agreement typically contains standard provisions requiring us to indemnify the
purchaser against breaches by us of representations and warranties contained in the agreement. These indemnities are generally
subject to time and liability limitations. Second, we enter into agreements in the ordinary course of business, such as customer
contracts, that might contain indemnification provisions relating to product quality, intellectual property infringement,
governmental regulations and employment related matters, and other typical indemnities. In certain cases, indemnification
obligations arise by law.
We believe that our indemnification obligations are consistent with other companies in the markets in which we compete.
Performance under any of these indemnification obligations would generally be triggered by a breach of the terms of the
contract or by a third-party claim. Historically, we have experienced only immaterial and irregular losses associated with these
indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated
or accrued.
Indemnifications Provided as Part of Contracts and Agreements
We are party to the following types of agreements pursuant to which we may be obligated to indemnify a third party with
respect to certain matters.
Officers and Directors: Our articles of association provide for indemnification of directors and officers by us to the fullest
extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to
the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities,
including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a
104
manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate. The articles do
not provide a limit to the maximum future payments, if any, under the indemnification. No indemnification is provided for in
respect of any claim, issue, or matter as to which such person has been adjudged to be liable for gross negligence or willful
misconduct in the performance of his or her duty on our behalf.
In addition, we have a liability insurance policy that insures directors and officers against the cost of defense, settlement, or
payment of claims and judgments under some circumstances. Certain indemnification payments may not be covered under our
directors’ and officers’ insurance coverage.
Initial Purchasers of Senior Notes: Pursuant to the terms of the purchase agreements entered into in connection with our private
placement senior note offerings, we are obligated to indemnify the initial purchasers of the Senior Notes against certain
liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by
such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The
purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications.
Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and
product liability indemnification included in the terms of sale. Historically, we have had only immaterial and irregular losses
associated with these indemnifications. Consequently, any future liabilities resulting from these indemnifications cannot
reasonably be estimated or accrued.
Product Warranty Liabilities
Refer to Note 2: Significant Accounting Policies — Revenue Recognition for additional information related to the warranties we
provide to customers.
In the event a warranty claim based on defective materials exists, we may be able to recover some of the cost of the claim from
the vendor from whom the materials were purchased. Our ability to recover some of the costs will depend on the terms and
conditions to which we agreed when the materials were purchased. When a warranty claim is made, the only collateral available
to us is the return of the inventory from the customer making the warranty claim. Historically, when customers make a warranty
claim, we either replace the product or provide the customer with a credit. We generally do not rework the returned product.
Our policy is to accrue for warranty claims when a loss is both probable and estimable. This is accomplished by accruing for
estimated returns and estimated costs to replace the product at the time the related revenue is recognized. Liabilities for
warranty claims are not material. In some instances, customers may make claims for costs they incurred or other damages
related to a claim.
Environmental Remediation Liabilities
Our operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment
and our employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of
hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup
costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or
liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities.
Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or
imposed in the future. We are, however, not aware of any threatened or pending material environmental investigations,
lawsuits, or claims involving us or our operations.
Legal Proceedings and Claims
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 position, and/or cash flows.
We account for litigation and claims losses in accordance with FASB ASC Topic 450, Contingencies. Under FASB ASC Topic
450, loss contingency provisions are recognized for probable and estimable losses at our best estimate of a loss or, when a best
estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the
amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as
additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and
therefore the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either
105
the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions. A best
estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than
previously expected.
Pending Litigation and Claims:
There are no material pending litigation or claims outstanding as of December 31, 2024.
16. 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 years ended December 31, 2024, 2023, and 2022, we paid cash dividends totaling an aggregate of $72.2 million, $71.5
million and $51.1 million, respectively.
Foreign Currency Translation
Prior to October 1, 2023, the functional currency of the Company's wholly-owned subsidiaries in China was the USD. Effective
October 1, 2023, as a result of significant changes in economic facts and circumstances in the operations of our China foreign
entities, the functional currency of the Company's wholly-owned subsidiaries in China changed to the CNY. The changes in
economic facts and circumstances caused a permanent change to our strategy in China toward a more self-contained model,
making China the primary economic environment in which these subsidiaries operate. This change was accounted for
prospectively and does not impact prior period financial statements.
As a result of this change, on October 1, 2023, we recorded an adjustment in other comprehensive income attributable to the
current-rate translation of non-monetary assets as of that date in accordance with FASB ASC Topic 830. In addition, in the
fourth quarter of 2023, we started recording an adjustment to translate these subsidiaries' financial statements from CNY to
USD (our reporting currency). These adjustments are included in other comprehensive income and are presented under the
heading Accumulated Other Comprehensive Income/(Loss) below.
Treasury Shares
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or
terminated by our Board of Directors at any time, including with respect to the authorized amount under the programs. 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 January 2022, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “January 2022
Program”), which replaced the previous $500.0 million program approved in July 2019. During the years ended December 31,
2023 and 2022, we repurchased approximately 1.5 million and 6.3 million ordinary shares, respectively, for $60.3 million and
$292.3 million, respectively, (an average price of $40.80 and $46.08 per share, respectively), under the January 2022 Program.
On September 26, 2023, our Board of Directors authorized a new $500.0 million ordinary share repurchase program (the
“September 2023 Program”), which replaced the January 2022 Program, effective on October 1, 2023. Sensata’s shareholders
had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the
buyback program. During the year ended December 31, 2024, we repurchased approximately 1.9 million ordinary shares under
the September 2023 Program for $68.9 million (an average price of $36.19 per share). During the year ended December 31,
2023, we repurchased approximately 0.8 million ordinary shares under the September 2023 Program for $28.1 million (an
average price of $33.83 per share). As of December 31, 2024, approximately $403.0 million remained available under the
September 2023 Program.
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Accumulated Other Comprehensive Income/(Loss)
The components of accumulated other comprehensive income/(loss) for the years ended December 31, 2024, 2023, and 2022
were as follows:
Cash Flow Hedges
Defined Benefit and
Retiree Healthcare
Plans
Cumulative Translation
Adjustment
Accumulated Other
Comprehensive (Loss)/
Income
Balance as of December 31, 2021
$
16,831
$
(36,391) $
—
$
(19,560)
Pre-tax current period change
(1,571)
5,311
—
3,740
Income tax effect
405
(849)
—
(444)
Balance as of December 31, 2022
15,665
(31,929)
—
(16,264)
Pre-tax current period change
2,492
4,864
21,390
28,746
Income tax effect
(644)
(1,434)
(442)
(2,520)
Balance as of December 31, 2023
17,513
(28,499)
20,948
9,962
Pre-tax current period change
(34,267)
7,872
(43,733)
(70,128)
Income tax effect
8,841
8,937
(155)
17,623
Balance as of December 31, 2024
$
(7,913) $
(11,690) $
(22,940) $
(42,543)
The components of other comprehensive income, net of tax, for the years ended December 31, 2024, 2023, and 2022 were as
follows:
For the year ended December 31,
2024
2023
2022
Cash
Flow
Hedges
Pension
CTA
Total
Cash
Flow
Hedges
Pension
CTA
Total
Cash
Flow
Hedges
Pension
Total
Other comprehensive
income/(loss) before
reclassifications
$ (6,374) $
(97) $ (43,888) $ (50,359) $ 30,490 $ 2,033
$ 20,948 $ 53,471 $ 37,957 $ 1,597
$ 39,554
Amounts reclassified
from accumulated other
comprehensive income/
(loss)
(19,052) 16,906
—
(2,146) (28,642) 1,397
— (27,245) (39,123)
2,865
(36,258)
Other comprehensive
income/(loss)
$ (25,426) $ 16,809 $ (43,888) $ (52,505) $ 1,848
$ 3,430
$ 20,948 $ 26,226 $ (1,166) $ 4,462
$ 3,296
The amounts reclassified from accumulated other comprehensive income/(loss) for the years ended December 31, 2024, 2023,
and 2022 were as follows:
Amount of (Gain)/Loss Reclassified from Accumulated
Other Comprehensive Income/(Loss)
For the year ended December 31,
Affected Line in Consolidated
Statements of Operations
2024
2023
2022
Derivative instruments designated and qualifying
as cash flow hedges:
Foreign currency forward contracts
$
(2,296) $
(17,120) $
(46,183)
Net revenue (1)
Foreign currency forward contracts
(23,380)
(21,481)
(6,543)
Cost of revenue (1)
Total, before taxes
(25,676)
(38,601)
(52,726)
Income before taxes
Income tax effect
6,624
9,959
13,603
Provision for income taxes
Total, net of taxes
$
(19,052) $
(28,642) $
(39,123)
Net (loss)/income
Defined benefit and retiree healthcare plans
$
732
$
1,942
$
3,844
Other, net
Defined benefit and retiree healthcare plans
6,201
—
—
Restructuring and other
charges, net
Total, before taxes
6,933
1,942
3,844
Income before taxes
Income tax effect
9,973
(545)
(979)
Provision for income taxes
Total, net of taxes
$
16,906
$
1,397
$
2,865
Net (loss)/income
__________________________
(1)
Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to amounts to be
107
reclassified from accumulated other comprehensive income/(loss) in future periods.
17. Leases
The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those
amounts are presented:
As of December 31,
2024
2023
Operating lease right-of-use assets:
Other assets
$
37,751 $
40,223
Total operating lease right-of-use assets
$
37,751 $
40,223
Operating lease liabilities:
Accrued expenses and other current liabilities
$
13,143 $
11,458
Other long-term liabilities
44,832
29,288
Total operating lease liabilities
$
57,975 $
40,746
Finance lease right-of-use assets:
Property, plant and equipment, at cost
$
44,852 $
44,852
Accumulated depreciation
(30,211)
(28,875)
Property, plant and equipment, net
$
14,641 $
15,977
Finance lease liabilities:
Current portion of long-term debt and finance lease obligations
$
2,414 $
2,276
Finance lease obligations, less current portion
20,984
22,949
Total finance lease liabilities
$
23,398 $
25,225
The table below presents the lease liabilities arising from obtaining right-of-use assets in the years ended December 31, 2024
and 2023:
For the year ended December 31,
2024
2023
Operating leases
$
28,122 $
1,152
Finance leases
$
— $
—
The table below presents our total lease cost for the years ended December 31, 2024, 2023, and 2022 (short-term and variable
lease cost was not material for any of the years presented):
For the year ended December 31,
2024
2023
2022
Operating lease cost (a)
$
35,468 $
15,215 $
14,900
Finance lease cost:
Amortization of right-of-use assets
$
1,336 $
1,460 $
1,621
Interest on lease liabilities
2,051
2,200
2,339
Total finance lease cost
$
3,387 $
3,660 $
3,960
__________________________
(a)
For the year ended December 31, 2024, total operating lease cost includes accelerated right-of-use asset amortization
of $20.3 million for specific operating leases that we are abandoning.
The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2024, 2023,
and 2022:
For the year ended December 31,
2024
2023
2022
Operating cash outflow related to operating leases
$
15,967 $
15,374 $
15,498
Operating cash outflow related to finance leases
$
1,908 $
2,016 $
2,119
Financing cash outflow related to finance leases
$
1,901 $
1,460 $
2,423
108
The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of
December 31, 2024, 2023, and 2022:
2024
2023
2022
Operating leases
7.1
6.0
6.5
Finance leases
8.4
9.3
10.1
The table below presents our weighted-average discount rate as of December 31, 2024, 2023, and 2022:
2024
2023
2022
Operating leases
5.8 %
5.6 %
5.2 %
Finance leases
8.8 %
8.7 %
8.7 %
The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease
liabilities in effect as of December 31, 2024:
Year ending December 31,
Operating Leases
Finance Leases
2025
$
16,120
$
4,213
2026
10,798
3,910
2027
7,897
3,971
2028
5,993
3,796
2029
5,074
3,378
Thereafter
22,504
14,200
Total undiscounted cash flows related to lease liabilities
68,386
33,468
Less imputed interest
(10,411)
(10,070)
Total lease liabilities
$
57,975
$
23,398
18. Fair Value Measures
Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with
FASB ASC Topic 820. The levels of the fair value hierarchy are described below:
•
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the
ability to access at the measurement date.
•
Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability,
either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets,
quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or
liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
•
Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any,
market activity for the asset or liability.
109
Measured on a Recurring Basis
Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 are shown in the below
table.
As of December 31,
2024
2023
Assets measured at fair value:
Cash equivalents (Level 1)
$
243,640
$
138,749
Foreign currency forward contracts (Level 2)
19,110
28,871
Commodity forward contracts (Level 2)
1,486
1,457
Total assets measured at fair value
$
264,236
$
169,077
Liabilities measured at fair value:
Foreign currency forward contracts (Level 2)
$
27,648
$
8,996
Commodity forward contracts (Level 2)
1,262
795
Total liabilities measured at fair value
$
28,910
$
9,791
Refer to Note 2: Significant Accounting Policies for additional information related to the methods used to estimate the fair value
of our financial instruments and Note 19: Derivative Instruments and Hedging Activities for additional information related to
the inputs used to determine these fair value measurements and the nature of the risks that these derivative instruments are
intended to mitigate. 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.
Although we have determined that the majority of the inputs used to value our derivative instruments fall within Level 2 of the
fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of
current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-
performance risk in the fair value measurement. As of December 31, 2024 and 2023, we have assessed the significance of the
impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the
credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that
our derivatives in their entirety are classified in Level 2 in the fair value hierarchy.
Measured on a Nonrecurring Basis
In the third quarter of 2024, impairment indicators were identified that suggested the carrying values of the Dynapower
reporting unit could exceed its fair value. The primary indicators of impairment were revised projections of future cash flows
and actual performance that was lower than previous projections for these reporting units. 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 2024, we recorded a $150.1 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 $229.8 million of goodwill may be recognized in the
future.
In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in
Note 1: Basis of Presentation. This reorganization resulted in the creation of a new reporting unit for a business that was
previously part of the Automotive reporting unit, which was moved to the Sensing Solutions segment. We reassigned assets and
liabilities, including goodwill, from the Automotive reporting unit to the new reporting unit as required by FASB ASC Topic
350, Intangibles—Goodwill and Other. We evaluated our goodwill and other indefinite-lived intangible assets for impairment
before and after the reorganization and formation of these reporting units and determined that they were not impaired. As a
result of this reorganization, we allocated $143.4 million of goodwill to the new reporting unit in the three months ended March
31, 2024.
We evaluated our goodwill for impairment as of October 1, 2024. Refer to Note 11: Goodwill and Other Intangible Assets, Net
for additional information. Based on this analysis, which used the discounted cash flow method, and, when applicable, a market
multiples approach using comparable companies, we determined that as of October 1, 2024, the fair value of each of our
reporting units exceeded their carrying values. As of December 31, 2024, no events or changes in circumstances occurred that
would have triggered the need for an additional impairment review of goodwill or other indefinite-lived intangible assets.
110
In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $321.7 million
non-cash impairment charge. Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional information.
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
consolidated balance sheets as of December 31, 2024 and 2023. All fair value measures presented are categorized within Level
2 of the fair value hierarchy.
As of December 31,
2024
2023
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
5.0% Senior Notes
$
—
$
—
$
700,000
$
694,750
4.375% Senior Notes
$
450,000
$
410,625
$
450,000
$
415,125
3.75% Senior Notes
$
750,000
$
652,500
$
750,000
$
656,250
4.0% Senior Notes
$
1,000,000
$
915,000
$
1,000,000
$
920,000
5.875% Senior Notes
$
500,000
$
485,000
$
500,000
$
495,000
6.625% Senior Notes
$
500,000
$
497,500
$
—
$
—
__________________________
(1)
Excluding any related debt discounts, premiums, and deferred financing costs.
We also hold trade accounts receivables and payables, for which the fair value approximates the carrying value due to their
short-term nature.
As of December 31, 2024 and 2023, we held equity investments under the measurement alternative of $6.1 million and
$18.3 million, respectively, which are presented in other assets in the consolidated balance sheets. In the year ended December
31, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change in the first
quarter of 2024, resulting in a loss of $14.8 million.
19. Derivative Instruments and Hedging Activities
We utilize derivative instruments that are designated and qualify as hedges of our exposure to variability in expected future cash
flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on these hedging
instruments with the earnings effect of the hedged forecasted transactions. We may enter into other derivative contracts that are
intended to economically hedge certain risks, even though we elect not to apply hedge accounting under FASB ASC Topic 815.
Derivative financial instruments not designated as hedges are used to manage our exposure to certain risks, not for trading or
speculative purposes. Refer to Note 2: Significant Accounting Policies for additional information related to the valuation
techniques and accounting policies regarding derivative instruments and hedging activities.
Foreign Currency Risk
We are exposed to fluctuations in the values of certain foreign currencies relative to the functional currency of a given entity.
We enter into forward contracts to manage this exposure. We currently have outstanding foreign currency forward contracts
that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain
manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic
value of foreign currency denominated monetary assets and liabilities, which are not designated for hedge accounting treatment
in accordance with FASB ASC Topic 815.
For each of the years ended December 31, 2024, 2023, and 2022, amounts excluded from the assessment of effectiveness of our
foreign currency forward contracts that are designated as cash flow hedges were not material. As of December 31, 2024, we
estimate that $3.8 million of net losses will be reclassified from accumulated other comprehensive income/(loss) to earnings
during the twelve-month period ending December 31, 2024.
111
As of December 31, 2024, we had the following outstanding foreign currency forward contracts:
Notional
(in millions)
Effective Date(s)
Maturity Date(s)
Index (Exchange Rates)
Weighted-
Average Strike
Rate
Hedge
Designation (1)
371.0 EUR
Various from January 2023
to December 2024
Various from January 2025
to December 2026
Euro ("EUR") to USD
1.11 USD
Cash flow hedge
3,849.0 MXN
Various from January 2023
to December 2024
Various from January 2025
to December 2026
USD to Mexican Peso
("MXN")
19.43 MXN
Cash flow hedge
61.4 GBP
Various from January 2023
to December 2024
Various from January 2025
to December 2026
British Pound Sterling ("GBP")
to USD
1.26 USD
Cash flow hedge
Notional
(in millions)
Effective Date(s)
Maturity Date(s)
Index (Exchange Rates)
Weighted-
Average Strike
Rate
Hedge
Designation (1)
91.7 EUR
December 19, 2024
January 31, 2025
EUR to USD
1.04 USD
Not designated
423.0 CNY
December 19, 2024
January 27, 2025
USD to CNY
7.17 CNY
Not designated
1,667.7 CNY
Various September 2024
Various from January 2025
to May 2026
USD to CNY
6.83 CNY
Not designated
238.2 USD
Various from March 2024 to
May 2024
Various from January 2025
to May 2026
USD to CNY
7.00 CNY
Not designated
50,633.4 KRW
Various from February 2023
to September 2024
Various from January 2025
to July 2026
USD to Korean Won ("KRW")
1,311.34 KRW
Not designated
409.9 MXN
December 19, 2024
January 31, 2025
USD to MXN
20.49 MXN
Not designated
11.5 GBP
December 19, 2024
January 31, 2025
GBP to USD
1.26 USD
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 the economic value, and they are not used for trading or speculative purposes. We may also
enter into intercompany derivative instruments with our wholly-owned subsidiaries in order to hedge certain forecasted
expenses.
Commodity Risk
We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by
movements in the price of underlying metals. The terms of these forward contracts fix the price at a future date for various
notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in
accordance with FASB ASC Topic 815.
As of December 31, 2024, we had the following outstanding commodity forward contracts, none of which were designated for
hedge accounting treatment in accordance with FASB ASC Topic 815:
Commodity
Notional
Remaining Contracted Periods
Weighted-Average
Strike Price Per Unit
Silver
638,827 troy oz.
January 2025 to December 2026
$
28.23
Copper
5,292,770 pounds
January 2025 to December 2026
$
4.17
112
Financial Instrument Presentation
The following table presents the fair value of our derivative financial instruments and their classification in the consolidated
balance sheets as of December 31, 2024 and 2023:
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
As of December 31,
Balance Sheet
Location
As of December 31,
2024
2023
2024
2023
Derivatives designated as hedging instruments:
Foreign currency forward contracts
Prepaid expenses and
other current assets
$ 15,717
$ 25,176
Accrued expenses and
other current liabilities
$ 17,018
$
6,746
Foreign currency forward contracts
Other assets
2,936
3,554
Other long-term
liabilities
4,042
1,806
Total
$ 18,653
$ 28,730
$ 21,060
$
8,552
Derivatives not designated as hedging instruments:
Commodity forward contracts
Prepaid expenses and
other current assets
$
1,413
$
1,314
Accrued expenses and
other current liabilities
$
902
$
719
Commodity forward contracts
Other assets
73
143
Other long-term
liabilities
360
76
Foreign currency forward contracts
Prepaid expenses and
other current assets
457
141
Accrued expenses and
other current liabilities
4,828
444
Foreign currency forward contracts
Other assets
—
—
Other long-term
liabilities
1,760
—
Total
$
1,943
$
1,598
$
7,850
$
1,239
These fair value measurements are all categorized within Level 2 of the fair value hierarchy. Refer to Note 18: Fair Value
Measures for additional information related to the categorization of these fair value measurements within the fair value
hierarchy.
The following tables present the effect of our derivative financial instruments on the consolidated statements of operations and
the consolidated statements of comprehensive income for the years ended December 31, 2024 and 2023:
Derivatives designated as hedging instruments
Amount of Deferred (Loss)/Gain
Recognized in Other
Comprehensive Income
Location of Net Gain
Reclassified from
Accumulated Other
Comprehensive
Income/(Loss) into Net
(Loss)/Income
Amount of Net Gain Reclassified
from Accumulated Other
Comprehensive Income/(Loss)
into Net (Loss)/Income
For the year ended December 31,
For the year ended December 31,
2024
2023
2024
2023
Foreign currency forward contracts
$
27,944
$
(1,018)
Net revenue
$
2,296
$
17,120
Foreign currency forward contracts
$
(36,535) $
42,111
Cost of revenue
$
23,380
$
21,481
Derivatives not designated as hedging
instruments
Amount of (Loss)/Gain
Recognized in Net (Loss)/Income
Location of (Loss)/Gain Recognized in Net (Loss)/Income
For the year ended December 31,
2024
2023
Commodity forward contracts
$
3,471
$
(2,762)
Other, net
Foreign currency forward contracts
$
(2,619) $
4,237
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 December 31, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for
non-performance risk, was $37.2 million, which includes $8.1 million of functionally terminated derivatives in a liability
position. As of December 31, 2024, we have not 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.
113
20. Segment Reporting
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. In the first quarter
of 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to
our business strategy. Refer to Note 1: Basis of Presentation for additional information. This realignment added an "other"
grouping that represents the aggregation of immaterial operating segments that do not meet the quantitative threshold for
disclosure. Prior to the realignment in the first quarter of 2024, the Performance Sensing reportable segment consisted of two
operating segments, Automotive and HVOR. As a result of the segment realignment, Performance Sensing now represents one
operating segment, as does Sensing Solutions. Other immaterial operating segments are aggregated in other, which was created
as part of the segment realignment. Our operating segments are businesses that we manage as components of an enterprise, for
which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief
executive officer, in deciding how to allocate resources and assess performance.
An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization
of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, certain costs associated with our
strategic growth trend initiatives, and certain corporate costs or credits not associated with the operations of the segment, such
as share-based compensation expense. Corporate and other costs excluded from an operating (and reportable) segment’s
performance are separately stated below and also include costs that are related to functional areas such as finance, information
technology, legal, and human resources. The CODM uses operating income primarily in the annual budget and forecasting
process. The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions
about the allocation of operating and capital resources to each segment. Significant expenses are reviewed by the CODM on a
consolidated basis and not at the operating segment level.
The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of
sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical
systems and applications. Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment,
such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/
transmission), and exhaust management. These products are used in subsystems that, among other things, improve operating
performance and efficiency and contribute to environmentally sustainable and safe solutions.
The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and
manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of
industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable
energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market,
including commercial aircraft, defense, and aftermarket markets.
Some of the products and solutions the segment sells include pressure, temperature, and position sensors, motor and compressor
protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers,
battery management systems, operator controls, and power conversion systems. Sensing Solutions products perform many
functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-
power circuit control, renewable energy generation, and power conversion from direct current power to alternating current
power.
114
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 the reportable segments for the years
ended December 31, 2024, 2023, and 2022. The net revenue and segment operating income amounts previously reported in the
table below for the years ended December 31, 2023 and 2022 have been retrospectively recast to reflect the segment
realignment and move of the material handling products between operating segments as described above.
For the year ended December 31,
2024
2023
2022
Net revenue:
Performance Sensing (1)
$
2,743,593
$
2,749,934
$
2,645,247
Sensing Solutions (1)
1,061,282
1,156,688
1,210,739
Other (1)
127,889
147,461
173,276
Total net revenue
$
3,932,764
$
4,054,083
$
4,029,262
Segment and non-segment operating expenses(2):
Performance Sensing
$
2,067,528
$
2,052,313
$
1,961,403
Sensing Solutions
748,650
818,516
854,022
Other
99,835
139,976
162,182
Total segment and non-segment operating expenses
$
2,916,013
$
3,010,805
$
2,977,607
Segment and non-segment operating income (as defined above):
Performance Sensing (1)
$
676,065
$
697,621
$
683,844
Sensing Solutions (1)
312,632
338,172
356,717
Other (1)
28,054
7,485
11,094
Total segment and non-segment operating income
1,016,751
1,043,278
1,051,655
Corporate and other
(572,490)
(633,242)
(294,429)
Amortization of intangible assets
(145,744)
(173,860)
(153,787)
Restructuring and other charges, net
(149,241)
(54,500)
66,700
Operating income
149,276
181,676
670,139
Interest expense
(155,793)
(182,184)
(195,565)
Interest income
16,180
31,324
16,746
Other, net
(21,500)
(12,974)
(94,618)
Income before taxes
$
(11,837) $
17,842
$
396,702
___________________________________
(1)
The amounts previously reported for the years ended December 31, 2023 and 2022 have been retrospectively recast to
reflect the segment realignment as discussed in Note 1: Basis of Presentation.
(2)
Other segment expenses include cost of revenue, research and development, and selling, general and administrative
expenses associated with each segment.
No customer exceeded 10% of our net revenue in any of the periods presented.
The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the
years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
2024
2023
2022
Depreciation and amortization:
Performance Sensing
$
94,558
$
98,828
$
95,805
Sensing Solutions
16,152
16,534
16,449
Corporate and other (1)
202,169
191,603
168,717
Total depreciation and amortization
$
312,879
$
306,965
$
280,971
__________________________
(1)
Included within corporate and other is depreciation expense associated with the step-up in fair value of assets acquired in
connection with a business combination (e.g., PP&E and inventories), amortization of intangible assets, and accelerated
depreciation recognized in connection with restructuring actions. We do not allocate these amounts to our segments. This
treatment is consistent with the financial information reviewed by our chief operating decision maker.
115
The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other
for the years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
2024
2023
2022
Additions to property, plant and equipment and capitalized software:
Performance Sensing
$
113,391
$
131,864
$
110,101
Sensing Solutions
19,004
20,656
19,256
Corporate and other
26,160
32,089
20,707
Total additions to property, plant and equipment and capitalized software
$
158,555
$
184,609
$
150,064
Geographic Area Information
The following tables present net revenue by geographic area and by significant country for the years ended December 31, 2024,
2023, and 2022. In these tables, net revenue is aggregated according to the location of our subsidiaries.
For the year ended December 31,
2024
2023
2022
Net revenue:
Americas
$
1,701,983
$
1,825,012
$
1,705,222
Europe
1,061,599
1,066,100
1,045,031
Asia and rest of world
1,169,182
1,162,971
1,279,009
Net revenue
$
3,932,764
$
4,054,083
$
4,029,262
For the year ended December 31,
2024
2023
2022
Net revenue:
United States
$
1,574,028
$
1,678,457
$
1,563,616
China
723,998
724,737
818,974
The Netherlands
897,118
904,176
810,069
United Kingdom
127,201
105,205
119,109
All other
610,419
641,508
717,494
Net revenue
$
3,932,764
$
4,054,083
$
4,029,262
116
The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2024 and 2023. In
these tables, PP&E, net is aggregated based on the location of our subsidiaries.
As of December 31,
2024
2023
Property, plant and equipment, net:
Americas
$
301,900
$
318,562
Europe
141,396
158,445
Asia and rest of world
378,357
409,003
Property, plant and equipment, net
$
821,653
$
886,010
As of December 31,
2024
2023
Property, plant and equipment, net:
United States
$
121,783
$
120,736
China
266,104
305,647
Mexico
179,980
197,672
Bulgaria
108,093
119,413
United Kingdom
21,147
28,140
Malaysia
108,118
98,694
All other
16,428
15,708
Property, plant and equipment, net
$
821,653
$
886,010
21. Divestitures
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 of
approximately $263.4 million (which included approximately $247.0 million of intangible assets, net of accumulated
amortization) transferred to the Buyer. The total purchase price of the Insights Business was $165.0 million, with approximately
$155.0 million before adjustments received and $10.0 million to be received twelve months after Closing. For the year ended
December 31, 2024, we recognized a loss on sale of approximately $98.8 million presented in restructuring and other charges,
net in our condensed consolidated statements of operations, and approximately $11.2 million of transaction-related expenses,
which were presented in selling, general and administrative ("SG&A") in our condensed consolidated statements of operations.
Concurrent with the closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement. The
terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer for
two to nine months, depending on the service, with the option to extend support services for one to six months for certain
services. The Supply Agreement commenced at Closing and has a term of five years or less. The terms of this agreement
require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement. Upon Closing,
we recognized a liability of $8.4 million related to this obligation. As of December 31, 2024 the remaining balance of this
liability was $7.3 million, included in accrued expenses and other current liabilities, and other long-term liabilities on our
condensed consolidated balance sheets.
For the year ended December 31, 2024 and 2023, the Insights Business was included in Other. Refer to Note 1: Basis of
Presentation and Note 20: Segment Reporting included elsewhere in this Report for additional information on the segment
realignment.
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. As of
December 31, 2024, the assets and liabilities to be sold include net assets of $20.6 million included in prepaid expenses and
other current assets, $15.6 million included in other assets, and $8.5 million of liabilities included in accrued expenses and other
current liabilities on our Consolidated Balance Sheets. We expect to complete the disposition of the MSP Business during the
first half of 2025.
Qinex Business
117
On May 27, 2022, we executed an asset purchase agreement whereby we agreed to sell various assets and liabilities comprising
our semiconductor test and thermal business (collectively, the "Qinex Business") to LTI Holdings, Inc. in exchange for
consideration of approximately $219.0 million, subject to working capital and other adjustments. In the twelve months ended
December 31, 2022, we recognized a pre-tax gain of approximately $135.1 million and transaction-related charges of
approximately $8.2 million related to this transaction. The gain on sale and transaction-related charges are each presented in
restructuring and other charges, net in our consolidated statements of operations for the year ended December 31, 2022.
118
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
SENSATA TECHNOLOGIES HOLDING PLC
(Parent Company Only)
Balance Sheets
(In thousands)
As of December 31,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
316
$
328
Accounts receivable from subsidiaries
16,729
11,394
Notes receivable from subsidiaries
—
135,003
Prepaid expenses and other current assets
1,174
1,797
Total current assets
18,219
148,522
Deferred income tax assets
317
343
Investment in subsidiaries
3,030,899
2,971,636
Total assets
$
3,049,435
$
3,120,501
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable
$
437
$
694
Accounts payable to subsidiaries
7,127
7,446
Notes payable to subsidiaries
33,245
—
Intercompany interest payable
4,926
1,111
Accrued expenses and other current liabilities
3,658
2,376
Total current liabilities
49,393
11,627
Long-term intercompany debt
109,599
112,598
Total liabilities
158,992
124,225
Total shareholders’ equity
2,890,443
2,996,276
Total liabilities and shareholders’ equity
$
3,049,435
$
3,120,501
The accompanying notes are an integral part of these condensed financial statements.
119
SENSATA TECHNOLOGIES HOLDING PLC
(Parent Company Only)
Statements of Comprehensive Income
(In thousands)
For the year ended December 31,
2024
2023
2022
Net revenue
$
—
$
—
$
—
Operating costs and expenses
26,554
14,709
15,489
Loss from operations
(26,554)
(14,709)
(15,489)
Intercompany dividend income
—
—
400,000
Intercompany interest income/(expense), net
(671)
6,537
140
Other intercompany, net
(35)
(14)
859
Other, net
3,063
(3,683)
141
Net (loss)/income before income taxes and equity in net income of subsidiaries
(24,197)
(11,869)
385,651
Benefit from income taxes
5,674
2,473
2,738
Net (loss)/income before equity in net income of subsidiaries
(18,523)
(9,396)
388,389
Equity in net income/(loss) of subsidiaries, net of tax
147,000
5,487
(77,704)
Net (loss)/income
128,477
(3,909)
310,685
Subsidiaries' other comprehensive income
(52,505)
26,226
3,296
Comprehensive income
$
75,972
$
22,317
$
313,981
The accompanying notes are an integral part of these condensed financial statements.
120
SENSATA TECHNOLOGIES HOLDING PLC
(Parent Company Only)
Statements of Cash Flows
(In thousands)
For the year ended December 31,
2024
2023
2022
Net cash used in operating activities
$
(20,103) $
(15,510) $
(9,455)
Cash flows from investing activities:
Intercompany loans
—
112,598
—
Cash dividends received from subsidiary
—
—
400,000
Net cash provided by/(used in) investing activities
—
112,598
400,000
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares
4,605
5,346
22,803
Proceeds from/(payments on) intercompany borrowings
168,248
68,888
(62,108)
Dividends paid
(72,210)
(71,543)
(51,072)
Payments to repurchase ordinary shares
(68,891)
(88,398)
(292,274)
Payments of employee restricted stock tax withholdings
(11,661)
(12,280)
(8,525)
Net cash (used in)/provided by financing activities
20,091
(97,987)
(391,176)
Net change in cash and cash equivalents
(12)
(899)
(631)
Cash and cash equivalents, beginning of year
328
1,227
1,858
Cash and cash equivalents, end of year
$
316
$
328
$
1,227
The accompanying notes are an integral part of these condensed financial statements.
121
1. Basis of Presentation and Description of Business
Sensata Technologies Holding plc (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies
Holding plc ("Sensata plc"), included in this Annual Report on Form 10-K (this "Report"), provides all parent company
information that is required to be presented in accordance with the U.S. Securities and Exchange Commission ("SEC") rules
and regulations for financial statement schedules. The accompanying condensed financial statements have been prepared in
accordance with the reduced disclosure requirements permitted by the SEC. These condensed financial statements should be
read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Sensata plc and
subsidiaries (the "Consolidated Financial Statements"), which are included elsewhere in this Report.
Investments in subsidiaries are accounted for using the equity method of accounting. The income and losses attributable to
subsidiaries is reported on a net basis as equity income in earnings of subsidiaries.
All U.S. dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated.
2. Debt
Sensata plc conducts limited separate operations and acts primarily as a holding company. Sensata plc has no direct outstanding
debt obligations. However, Sensata Technologies B.V., an indirect, wholly-owned subsidiary of Sensata plc, is limited in its
ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under
its Senior Secured Credit Facilities and the indentures governing its senior notes. For a discussion of the debt obligations of the
subsidiaries of Sensata plc, refer to Note 14: Debt of the Consolidated Financial Statements included elsewhere in this Report.
3. Commitments and Contingencies
For a discussion of the commitments and contingencies of the subsidiaries of Sensata plc, refer to Note 15: Commitments and
Contingencies of the Consolidated Financial Statements included elsewhere in this Report.
122
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at the
Beginning of
the Period
Additions
Deductions
Balance at the
End of
the Period
Charged, Net of
Reversals,
to Expenses/
Against Revenue
For the year ended December 31, 2024
Accounts receivable allowances
$
28,980
$
(3,108) $
(5,348) $
20,524
For the year ended December 31, 2023
Accounts receivable allowances
$
24,246
$
9,027
$
(4,293) $
28,980
For the year ended December 31, 2022
Accounts receivable allowances
$
17,003
$
8,531
$
(1,288) $
24,246
123
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included
as Exhibits 31.1, 31.2, and 31.3 to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain
information concerning the evaluation of our disclosure controls and procedures, management's report on internal control over
financial reporting, and changes in internal control over financial reporting referred to in these certifications. These
certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the
certifications.
Evaluation of Disclosure Controls and Procedures
With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have
evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term "disclosure controls
and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the company's management, including its principal executive and principal financial officers, as appropriate,
to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were
not effective at the reasonable assurance level because of the existence of material weaknesses as described in Management’s
Report on Internal Control over Financial Reporting. A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's
annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Although these material weaknesses did not result in a material misstatement to our consolidated financial statements, they have
been identified as material weaknesses because there is a possibility that they could lead to a material misstatement of account
balances or disclosures.
124
Management’s Report on Internal Control Over Financial Reporting
Management of Sensata Technologies Holding plc (the "Company") is responsible for establishing and maintaining adequate
internal control over financial reporting as is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal
control system was designed to provide reasonable assurance to the Company’s management, Board of Directors, and
shareholders regarding the preparation and fair presentation of the Company’s published financial statements in accordance
with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies
and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
our assets that could have a material effect on the financial statements.
There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even
an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial
statement preparation and presentation in accordance with accounting principles generally accepted in the United States of
America. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations,
judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the
possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance
with policies or procedures may deteriorate over time.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In
making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of
Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013.
Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer, has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was
not effective due to the identification of the material weaknesses described below.
As of December 31, 2024, the Company identified material weaknesses in maintaining an appropriate internal control
environment. The Company did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment
and monitoring. Additionally, the Company’s control activities did not adequately and consistently establish policies,
procedures, information protocols and communications to design and operate effective controls, due in part, to a lack of
appropriate accounting personnel, impacting areas such as inventory and account reconciliation processes in our Americas
Accounting and Shared Services teams located in Mexico.
These material weaknesses did not result in a material misstatement to the Company’s consolidated financial statements.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has also issued an audit report on the
Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.
Swindon, United Kingdom
February 28, 2025
125
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) occurred during the fourth quarter of the year ended December 31, 2024 that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Material Weakness Remediation Plan
We have devoted a significant amount of time and resources towards remediation of the material weaknesses. We will continue
to execute on our remediation plan until the material weaknesses are remediated. Actions taken to date, and expected to be
taken, include the following:
•
Completion of an internal organizational assessment to identify gaps in knowledge and staffing levels and consider
potential reorganization of our teams.
•
Hiring of additional accounting and IT personnel, including a new Chief Accounting Officer in May 2024, with the
appropriate level of knowledge, training, and experience to improve our internal control over financial reporting and
IT capabilities. We are continuing to recruit for additional resources.
•
Engaged a third party to assist in development and formalization of a risk assessment process across the organization
to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and
accurate financial reporting based on criteria established in the COSO framework. We are in various stages of this risk
assessment and control development process, including assessing and documenting control gaps and remediating
existing control gaps.
•
Implemented a global system to enhance our account reconciliation process, increase monitoring capabilities, and
improve our consistency.
•
Assessed the specific training needs for newly hired and existing personnel and developed and delivered training
programs designed to enhance our internal controls over financial reporting.
•
Enhanced the procedures regarding our annual physical inventory counts, including employee training in performing
annual physical counts and clarification of instructions as to the process for recording adjustments to inventory as a
result of physical counts. We have completed physical inventories at all of our locations.
We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control
processes. However, as we continue to evaluate and work to improve our internal control over financial reporting, we may
determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
126
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Sensata Technologies Holding plc
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Sensata Technologies Holding plc and subsidiaries (the
“Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of
the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our
report dated February 28, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be
prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's
assessment: The Company identified material weaknesses in maintaining an appropriate internal control environment. The
Company did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring.
Additionally, the Company’s control activities did not adequately and consistently establish policies, procedures, information
protocols, and communications to design and operate effective controls, due in part, to a lack of appropriate accounting
personnel. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our
audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report
does not affect our report on such financial statements.
127
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 28, 2025
128
ITEM 9B.
OTHER INFORMATION
During the three-month fiscal period ended December 31, 2024, no director or officer of the Company adopted or terminated a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of
Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and
regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other
dispositions of our securities all employees, officers, directors, consultants, and contractors of or to Sensata and its subsidiaries,
that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange
listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Report.
Other information required by this Item 10 is incorporated herein by reference from the Definitive Proxy Statement of Sensata
Technologies Holding plc (the "Company"), to be filed with the United States ("U.S.") Securities and Exchange Commission
(the "SEC") within 120 days of the Company's fiscal year ended December 31, 2024.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference from the Company's Definitive Proxy Statement,
to be filed with the SEC within 120 days of the Company's fiscal year ended December 31, 2024.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference from the Company's Definitive Proxy Statement,
to be filed with the SEC within 120 days of the Company's fiscal year ended December 31, 2024.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference from the Company's Definitive Proxy Statement,
to be filed with the SEC within 120 days of the Company's fiscal year ended December 31, 2024.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference from the Company's Definitive Proxy Statement,
to be filed with the SEC within 120 days of the Company's fiscal year ended December 31, 2024.
129
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
1.
Financial Statements — See "Financial Statements" under Item 8, "Financial Statements and Supplementary Data," of this
Annual Report on Form 10-K.
2.
Financial Statement Schedules — See "Financial Statement Schedules" under Item 8, "Financial Statements and
Supplementary Data," of this Annual Report on Form 10-K.
3.
Exhibits
3.1
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
10.1
10.2
EXHIBIT INDEX
Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the
Registrant's Current Report on Form 8-K filed on March 28, 2018).
Indenture, dated as of October 14, 2014, among Sensata Technologies B.V., the Guarantors named therein,
and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto
entered into through February 13, 2023 (incorporated by reference to Exhibit 4.3 of the Registrant's Annual
Report on Form 10-K filed on February 13, 2023).
Description of Sensata Technologies Holding plc Securities Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.15 of the Registrant's Annual
Report on Form 10-K filed on February 11, 2020).
Indenture, dated as of August 17, 2020, among Sensata Technologies, Inc., the Guarantors named therein,
and The Bank of New York Mellon, as the Trustee, together with all supplemental indentures relating
thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4.10 of the Registrant's
Annual Report on Form 10-K filed on February 13, 2023).
Form of 3.750% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.3).
Indenture dated as of March 29, 2021 among Sensata Technologies B.V., the Guarantors named therein, and
The Bank of New York Mellon as Trustee, together with all supplemental indentures relating thereto
entered into through February 13, 2023 (incorporated by reference to Exhibit 4.12 of the Registrant's
Annual Report on Form 10-K filed on February 13, 2023).
Form of 4.0% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.5).
Indenture, dated as of August 29, 2022, among Sensata Technologies B.V., the Guarantors named therein,
and the Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto
entered into through February 13, 2023 (incorporated by reference to Exhibit 4.14 of the Registrant's
Annual Report on Form 10-K filed on February 13, 2023.
Form of 5.875% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.7).
Indenture, dated as of June 6, 2024, among Sensata Technologies, Inc., the Guarantors named therein, and
the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's
Current Report on Form 8-K filed on June 6, 2024).
Form of 6.625% Senior Notes due 2032 (included as Exhibit A to Exhibit 4.9).
Cross-License Agreement, dated April 27, 2006, among Texas Instruments Incorporated, Sensata
Technologies B.V. and Potazia Holding B.V. (incorporated by reference to Exhibit 10.10 of the Registration
Statement on Form S-4 of Sensata Technologies B.V. filed on December 29, 2006, Commission File
Number 333-139739).
Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata
Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., Morgan Stanley
Senior Funding, Inc., as administrative agent, the initial l/c issuer and initial swing line lender named
therein, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's
Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).
130
10.3
10.4
10.5
Domestic Guaranty, dated as of May 12, 2011, made by each of Sensata Technologies Finance Company,
LLC, Sensata Technologies, Inc., Sensata Technologies Massachusetts, Inc. and each of the Additional
Guarantors from time to time made a party thereto in favor of the Secured Parties (as defined therein)
(incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on May 17,
2011, Commission File Number 001-34652).
Guaranty, dated as of May 12, 2011, made by Sensata Technologies B.V. in favor of the Secured Parties
(as defined therein) (incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form
8-K filed on May 17, 2011, Commission File Number 001-34652).
Foreign Guaranty, dated as of May 12, 2011, made by each of Sensata Technologies Holding Company US
B.V., Sensata Technologies Holland, B.V., Sensata Technologies Holding Company Mexico, B.V., Sensata
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Technologies de México, S. de R.L. de C.V., Sensata Technologies Japan Limited, Sensata Technologies
Malaysia Sdn. Bhd. and each of the Additional Guarantors from time to time made a party thereto in favor
of the Secured Parties (as defined therein) (incorporated by reference to Exhibit 10.4 of the Registrant's
Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).
Patent Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance
Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan
Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.5 of the
Registrant's Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).
Trademark Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance
Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan
Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.6 of the
Registrant's Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).
Domestic Pledge Agreement, dated as of May 12, 2011, made by each of Sensata Technologies B.V. and
Sensata Technologies Holding Company US B.V. to Morgan Stanley Senior Funding, Inc., as collateral
agent (incorporated by reference to Exhibit 10.7 of the Registrant's Current Report on Form 8-K filed on
May 17, 2011, Commission File Number 001-34652).
Domestic Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance
Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan
Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.8 of the
Registrant's Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).
Form of Director Options Agreement (incorporated by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q filed on July 27, 2012, Commission File No. 001-34652).†
Amendment No. 1 to Credit Agreement dated as of December 6, 2012, to the Credit Agreement dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc., and Barclays Bank PLC (incorporated by reference to Exhibit 10.1 of the Registrant's
Current Report on Form 8-K filed on December 10, 2012, Commission File No. 001-34652).
Amendment No. 2 to Credit Agreement dated as of December 11, 2013, to the Credit Agreement dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, and Morgan
Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K filed on December 11, 2013, Commission File No. 001-34652).
Amendment No. 3 to Credit Agreement dated as of October 14, 2014, to the Credit Agreement dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Barclays Bank
PLC and the other lenders party thereto, and Morgan Stanley Senior Funding, Inc. (incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 17, 2014,
Commission File No. 001-34652).
Amendment No. 4 to Credit Agreement, dated as of November 4, 2014, to the Credit Agreement, dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on November 10, 2014, Commission File No. 001-34652).
Amendment No. 5 to Credit Agreement, dated as of March 26, 2015, to the Credit Agreement dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on April 1, 2015).
131
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Amendment No. 6 to Credit Agreement dated as of May 11, 2015, to the Credit Agreement dated as of May
12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata
Technologies Intermediate Holding B.V., Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC as
joint lead arrangers and bookrunners, Morgan Stanley Senior Funding, Inc. as administrative agent on behalf
of the lenders party to the Credit Agreement, and the lenders party thereto (incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on May 14, 2015).
Amendment No. 7 to Credit Agreement, dated as of September 29, 2015, to the Credit Agreement, dated as
of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on October 2, 2015).
Amendment No. 8 to Credit Agreement, dated as of November 7, 2017, to the Credit Agreement, dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on November 14, 2017).
Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 28, 2018). †
Amendment No. 9 to Credit Agreement, dated as of March 27, 2019, to the Credit Agreement, dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC,
Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley
Senior Funding, Inc. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on April 2, 2019, Commission File Number 001-34652).
Technical Amendment to Credit Agreement dated as of June 13, 2019, to the Credit Agreement dated as of
May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC
and Morgan Stanley Senior Funding, Inc. as administrative agent on behalf of the lenders party to the Credit
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
filed on July 30, 2019).
Amendment No. 10 to Credit Agreement and Amendment No. 1 to Domestic Guaranty and Foreign
Guaranty, dated as of September 20, 2019, by and among Sensata Technologies, Inc., Sensata Technologies
Intermediate Holding B.V., Sensata Technologies B.V., the other guarantors party thereto, Morgan Stanley
Senior Funding, Inc., and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed on September 26, 2019).
Third Amended and Restated Employment Agreement between Jeffrey Cote and Sensata Technologies, Inc.,
dated March 1, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q filed on April 29, 2020).†
10.24
10.25
10.26
10.27
10.28
10.29
10.30
Amendment to Martha Sullivan Award Agreements with Sensata Technologies Holding plc, dated February
29, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed
on April 29, 2020).†
Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of
the Registrant's Quarterly Report on Form 10-Q filed on July 27, 2021).†
Form of Award Agreement for Restricted Stock Units for Directors under the Sensata Technologies
Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's
Quarterly Report on Form 10-Q filed on July 27, 2021).†
Stock Purchase Agreement between Dynapower Holdings, LLC and Sensata Technologies, Inc.
(incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on April
26, 2022).
Form of Award Agreement for Restricted Stock Units for Named Executive Officers under the Sensata
Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the
Registrant's Quarterly Report on Form 10-Q filed on April 26, 2022). †
Form of Award Agreement for Performance Restricted Stock Units for Named Executive Officers under the
Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of
the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2022). †
Second Amended and Restated Employment Agreement between George Verras and Sensata Technologies,
Inc., dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on
Form 10-Q filed on August 1, 2022). †
132
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
Amendment No. 11 to Credit Agreement and Amendment No. 2 to Foreign Guaranty, dated as of June 23,
2022, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., the
other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C
Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto
(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on June 29,
2022).
Amendment No. 12 to Credit Agreement, dated as of January 4, 2023, to the Credit Agreement, dated as of
May 12, 2011, by and among Sensata Technologies Inc., Sensata Technologies Intermediate Holding B.V.,
the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc. and the other lenders party
thereto (incorporated by reference to Exhibit 10.42 of the Registrant's Annual Report on Form 10-K filed
on February 13, 2023.
Amended and Restated Employment Agreement between Jennifer Slater and Sensata Technologies, Inc.,
dated April 1, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form
10-Q filed on April 29, 2024).†
Amended and Restated Employment Agreement between Brian Wilkie and Sensata Technologies, Inc.,
dated April 1, 2024. (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q filed on April 29, 2024).†
Amended and Restated Employment agreement between Lynne Caljouw and Sensata Technologies, Inc.,
dated January 1, 2023 (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on
Form 10-Q filed on May 2, 2023).†
Form of Award Agreement for Performance Restricted Stock Units for Named Executive Officers under the
Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of
the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023).†
Amendment No. 13 to Credit Agreement and Amendment No. 3 to Foreign Guaranty, dated as of August
22, 2023, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V.,
Sensata Technologies B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the
Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and
other L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K filed on August 28, 2023).
Employment Agreement, dated October 26, 2023, between Brian K. Roberts and Sensata Technologies, Inc.
(incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on October
31, 2023).†
Form of Award Agreement for Restricted Stock Units under the Sensata Technologies Holding plc 2021
Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on
Form 10-Q filed on April 29, 2024). †*
Form of Award Agreement for Performance Restricted Stock Units under the Sensata Technologies Holding
plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly
Report on Form 10-Q on April 29, 2024). †*
Cooperation Agreement, dated as of April 29, 2024, by and among Sensata Technologies Holding plc,
Elliott Investment Management L.P., Elliott Associates L.P., and Elliott International L.P. (incorporated by
reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q on April 29, 2024). *
Retirement and Release of Claims Agreement between Jeffrey Cote and Sensata Technologies, Inc., dated
April 26, 2024 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q
on April 29, 2024). *†
Offer Letter, dated April 26, 2024, to Martha Sullivan for Interim President and Chief Executive Officer of
Sensata Technologies, effective May 1, 2024 (incorporated by reference to Exhibit 10.7 of the Registrant's
Quarterly Report on Form 10-Q on April 29, 2024). *†
RSU Award Agreement to Martha Sullivan from Sensata Technologies Holding plc, effective May 1, 2024
(incorporated by reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q on April 29,
2024). *†
Amendment to Award Agreements, dated April 26, 2024, between Brian Roberts and Sensata Technologies
Holding plc.(incorporated by reference to Exhibit 10.9 of the Registrant's Quarterly Report on Form 10-Q
on April 29, 2024) *†
Sensata Technologies Holding plc Severance and Change in Control Plan, dated April 26, 2024
(incorporated by reference to Exhibit 10.10 of the Registrant's Quarterly Report on Form 10-Q on April 29,
2024). *†
133
10.47
10.48
10.49
10.50
10.51
19.1
21.1
23.1
23.2
31.1
31.2
31.3
32.1
Form of Inducement Restricted Stock Unit Award (Replacement Award), between Stephan von Shuckmann
and Sensata Technologies Holding plc (incorporated by reference to Exhibit 99.1 of the Registrant's
Registration Statement on Form S-8 filed on January 10, 2025)
Form of Inducement Restricted Stock Unit Award, between Stephan von Shuckmann and Sensata
Technologies Holding plc (incorporated by reference to Exhibit 99.2 of the Registrant's Registration
Statement on Form S-8 filed on January 10,2025)
Fixed-Term Employment Agreement, dated November 22, 2024, between Stephan von Schuckmann and
Sensata Technologies Germany GmbH *
Employment Agreement, dated November 22, 2024, between Stephan von Shuckmann and Sensata
Technologies, Inc. *
Letter Agreement, dated December 17, 2024, between Stephan von Schuckmann and Sensata Technologies
Holding plc *
Sensata Technologies Holding plc Insider Trading Policy. *
Subsidiaries of Sensata Technologies Holding plc. *
Consent of Deloitte & Touche LLP. *
Consent of Ernst & Young LLP. *
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
97.1
Sensata Technologies Holding plc Clawback Policy. *
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document. *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
____________________
*
Filed herewith.
†
Indicates management contract or compensatory plan, contract or arrangement.
‡
There have been non-material modifications to this contract since inception
134
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SENSATA TECHNOLOGIES HOLDING PLC
/s/ STEPHAN von SCHUCKMANN
By:
Stephan von Schuckmann
Its:
Chief Executive Officer
Date:
February 28, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ STEPHAN von
SCHUCKMANN
Chief Executive Officer, and Director
February 28, 2025
Stephan von Schuckmann
(Principal Executive Officer)
/s/ BRIAN ROBERTS
Executive Vice President and Chief Financial Officer
February 28, 2025
Brian Roberts
(Principal Financial Officer)
/s/ RICHARD SIEDEL
Vice President and Chief Accounting Officer
February 28, 2025
Richard Siedel
(Principal Accounting Officer)
/s/ ANDREW TEICH
Chairman of the Board of Directors
February 28, 2025
Andrew Teich
/s/ JOHN ABSMEIER
Director
February 28, 2025
John Absmeier
/s/ DANIEL BLACK
Director
February 28, 2025
Daniel Black
/s/ LORRAINE BOLSINGER
Director
February 28, 2025
Lorraine Bolsinger
/s/ PHILLIP EYLER
Director
February 28, 2025
Phillip Eyler
/s/ JOHN MIRSHEKARI
Director
February 28, 2025
John Mirshekari
/s/ CONSTANCE SKIDMORE
Director
February 28, 2025
Constance Skidmore
/s/ STEVEN SONNENBERG
Director
February 28, 2025
Steven Sonnenberg
/s/ MARTHA SULLIVAN
Director
February 28, 2025
Martha Sullivan
/s/ JUGAL VIJAYVARGIYA
Director
February 28, 2025
Jugal Vijayvargiya
/s/ STEPHEN ZIDE
Director
February 28, 2025
Stephen Zide
/s/ STEPHAN von
SCHUCKMANN
Authorized Representative in the United States
February 28, 2025
Stephan von Schuckmann
135
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Corporate Information
MANAGEMENT TEAM
Stephan von Schuckmann
Chief Executive Officer
Lynne J. Caljouw
Executive Vice President,
Chief Human Resources Officer
Alice Martins
Vice President and General Manager,
Industrial Solutions
Brian Roberts
Executive Vice President,
Chief Financial Officer
David Stott
Senior Vice President,
General Counsel
George Verras
Executive Vice President,
Chief Technology Officer
Brian Wilkie
Executive Vice President,
Performance Sensing, Vehicle
Business
Kok Joon Wong
Senior Vice President,
Operational Excellence
BOARD OF DIRECTORS
Andrew C. Teich 3,4,5
Chairman of the Board
Sensata Technologies,
Retired President and CEO
FLIR Systems
Stephan von Schuckmann
Chief Executive Officer
Sensata Technologies
John P. Absmeier 5
Chief Technology Officer
Woven Planet Holdings, Inc.
Daniel L. Black 1,2,4
Managing Partner
The Wicks Group
Lorraine A. Bolsinger 2,3
Retired Executive
General Electric Company
Phillip M. Eyler 3,5
Retired President and CEO
Gentherm, Inc
John Mirshekari 4,5
Founder and Managing Partner
M Partners
Constance E. Skidmore 1,2,3
Retired Partner
PricewaterhouseCoopers
Steven A. Sonnenberg 1,5
Retired Executive
Emerson Electric Co.
Martha N. Sullivan 4,5
Retired CEO and President
Sensata Technologies
Jugal Vijayvargiya 1,2
President and CEO
Materion Corporation
Stephen M. Zide 4
Former Senior Advisor
Bain Capital
STOCKHOLDER INFORMATION
Corporate Headquarters
Interface House
Interface Business Park
Bincknoll Lane
Royal Wootton Bassett
Swindon, Wiltshire SN4 8SY
United Kingdom
U.S. Headquarters
529 Pleasant Street
Attleboro, MA 02703
Telephone: 508-236-3800
Web: www.sensata.com
Investor Relations
Sensata Technologies
529 Pleasant Street
Attleboro, MA 02703
Email: investors@sensata.com
Independent Auditors
Deloitte & Touche LLP
115 Federal Street
Boston, MA 02110
Stock Listing
Sensata Technologies
Common stock is traded on the NYSE
under symbol “ST”
Transfer Agent
Computershare
PO Box 505000
Louisville, KY 40233-5000
Telephone: 866-644-4127
Web: www.computershare.com
The 2024 Annual Report, Form 10-K
and other investor information can be
viewed at www.sensata.com
1 Member of the Audit Committee
2 Member of the Compensation Committee
3 Member of the Nominating and Governance Committee
4 Member of the Finance Committee
5 Member of the Growth and Innovation Committee
CORPORATE HEADQUARTERS
Interface House, Interface Business Park
Bincknoll Lane
Royal Wootton Bassett
Swindon, Wiltshire SN4 8SY
United Kingdom
U.S. HEADQUARTERS
Sensata Technologies
529 Pleasant Street
Attleboro, MA 02703
Telephone: +1-508-236-3800
sensata.com