Sensata Technologies Holding plc

Previous wording

The following discussion and analysis of our financial condition and results of operations supplements, and should be read in conjunction with, the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto (the "Financial Statements") included elsewhere in this Report. Amounts and percentages in the following discussions and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Current wording

The following discussion and analysis of our financial condition and results of operations supplements should be read in conjunction with the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto (the "Financial Statements") included elsewhere in this Report. Amounts and percentages in the following discussions and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Previous wording

Net revenue for the three months ended March 31, 2025 was $911.3 million, a decrease of 9.5% on a reported basis compared to $1,006.7 million in the prior period. Excluding a decrease of 0.6% attributed to changes in foreign currency exchange rates and a decrease of 4.5% related to the effect of disposals, net revenue decreased 4.4% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: 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. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline).

Current wording

Net revenue for the three months ended June 30, 2025 was $943.4 million, a decrease of 8.9% on a reported basis compared to $1,035.5 million in the prior period. Excluding an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% related to the effect of disposals, net revenue decreased 1.5% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: 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. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline). Net revenue for the six months ended June 30, 2025 was $1,854.6 million, a decrease of 9.2% compared to $2,042.2 million in the prior period. Excluding an increase of 0.2% attributed to changes in foreign currency exchange rates and a decrease of 6.4% related to the effect of disposals, net revenue decreased 3.0% on an organic basis.

Previous wording

Operating income for the three months ended March 31, 2025 was $122.2 million (13.4% of net revenue), a decrease of $22.6 million, or 15.6% compared to operating income of $144.8 million (14.4% of net revenue) in the three months ended March 31, 2024. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three months ended March 31, 2025 compared to the prior year period.

Current wording

Operating income for the three months ended June 30, 2025 was $138.1 million (14.6% of net revenue), an increase of $8.1 million, or 6.2% compared to operating income of $129.9 million (12.5% of net revenue) in the three months ended June 30, 2024. Operating income for the six months ended June 30, 2025 decreased $14.5 million, or 5.3%, to $260.3 million (14.0% of net revenue) from $274.7 million (13.5% of net revenue) in the six months ended June 30, 2024. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and six months ended June 30, 2025 compared to the prior periods.

Previous wording

We generated $119.2 million of operating cash flows in the three months ended March 31, 2025, ending the quarter with $588.1 million in cash and cash equivalents. In the three months ended March 31, 2025, we used cash of approximately $32.6 million for capital expenditures, $17.9 million for payment of cash dividends, and $100.5 million for share repurchases as part of our share repurchase plan.

Current wording

We generated $260.1 million of operating cash flows in the six months ended June 30, 2025, ending the quarter with $661.8 million in cash and cash equivalents. In the six months ended June 30, 2025, we used cash of approximately $58.0 million for capital expenditures, $35.5 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.

Previous wording

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. We have derived the results of operations from the Financial Statements included elsewhere in this Report. 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.

Current wording

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. We have derived the results of operations from the Financial Statements included elsewhere in this Report. 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.

Previous wording

Net revenue for the three months ended March 31, 2025 decreased 9.5% compared to the prior period. Net revenue decreased 4.4% on an organic basis, which excludes a decrease of 0.6% attributed to changes in foreign currency exchange rates and a decrease of 4.5% due primarily to the effects of the divestiture of the Insights business in the third quarter of 2024.

Current wording

Net revenue for the three months ended June 30, 2025 decreased 8.9% compared to the prior period. Net revenue decreased 1.5% on an organic basis, which excludes an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

Previous wording

Performance Sensing net revenue for the three months ended March 31, 2025 decreased 8.8% on a reported basis and 7.5% on an organic basis compared to the prior period, which was primarily due to decreases in automotive and HVOR production levels in North America and Europe.

Current wording

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

Previous wording

Sensing Solutions net revenue for the three months ended March 31, 2025 increased 1.2% on a reported basis and 3.8% on an organic basis compared to the prior period, which is primarily growth in our industrial market.

Current wording

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

Previous wording

Operating costs and expenses for the three months ended March 31, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Current wording

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

Previous wording

For the three months ended March 31, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the unfavorable effect of changes in foreign currency exchange rates, (2) the net impacts of inflation on material and logistics costs and pricing recoveries from customers, and (3) unfavorable product mix.

Current wording

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

Previous wording

For the three months ended March 31, 2025, research and development expense did not fluctuate materially from the prior year period.

Current wording

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

Previous wording

For the three months ended March 31, 2025, SG&A expense did not fluctuate materially from the prior year period.

Current wording

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

Previous wording

For the three months ended March 31, 2025, amortization of intangible assets decreased from the prior period, primarily due to the divestiture of the Insights Business, resulting in approximately $9.8 million lower amortization expense during fiscal year 2025, and the effect of amortization of intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.

Current wording

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

Previous wording

In the three months ended March 31, 2025, restructuring and other charges, net increased from the prior year period, primarily due to the loss on the sale of the Magnetic Speed and Positioning business and charges associated with the 2H 2024 Plan.

Current wording

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

Previous wording

For the three months ended March 31, 2025, operating income was $122.2 million, compared to $144.8 million in the prior period. This unfavorable impact was driven primarily by (1) the impact of organic revenue declines and manufacturing efficiencies, (2) the disposition of the Insights business in the third quarter of 2024, and (3) the unfavorable impact of foreign exchange rates, partially offset by (1) a $17.9 million decrease in amortization of intangibles and (2) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans.

Current wording

For the six months ended June 30, 2025, operating income was $260.3 million, compared to $274.7 million in the prior period. This unfavorable impact was driven primarily by (1) the impact of organic revenue declines and (2) the disposition of the Insights Business in the third quarter of 2024, partially offset by (1) the favorable impact of foreign exchange rates, (2) a $35.8 million decrease in amortization of intangibles and (3) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans.

Previous wording

For the three months ended March 31, 2025, interest expense did not fluctuate materially from the prior year period.

Current wording

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

Previous wording

For the three months ended March 31, 2025, interest income did not fluctuate materially from the prior year period.

Current wording

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

Previous wording

For the three months ended March 31, 2025, other, net represented a net gain of $2.1 million, a favorable impact on earnings of $13.7 million compared to a net loss of $11.5 million in the prior period. This favorable impact was primarily due to the gain on commodity forward contracts and the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative.

Current wording

For the six months ended June 30, 2025, other, net represented a net gain of $3.1 million, a favorable impact on earnings of $10.5 million compared to a net loss of $7.4 million in the prior period. This favorable impact was primarily due to the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative.

Previous wording

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.

Current wording

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 period.

Previous wording

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) other, net activities. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.

Current wording

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) other, net. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.

Previous wording

(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three months ended March 31, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

Current wording

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

Previous wording

(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three months ended March 31, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

Current wording

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

Previous wording

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. In the three months ended March 31, 2025, this line includes costs and losses associated with the disposition of the Magnetic Speed and Positioning ("MSP") Business. Refer to Note 16: Disposals for further information on this transaction.

Current wording

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. In the six months ended June 30, 2025, this line includes costs and losses associated with the disposition of the Magnetic Speed and Positioning ("MSP") Business. Refer to Note 16: Disposals for further information on this transaction.

Previous wording

(c) In the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of all our intangible assets. The three months ended March 31, 2024 have not been recast. If we had recast this non-GAAP measure for the three months ended March 31, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.1 million.

Current wording

(c) In the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of all our intangible assets. The three and six months ended June 30, 2024 have not been recast. If we had recast this non-GAAP measure for the three and six months ended June 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.8 million and $3.2 million, respectively.

Previous wording

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2025 and 2024. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. 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.

Current wording

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2025 and 2024. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. 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.

Previous wording

Operating activities. Net cash provided by operating activities for the three months ended March 31, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.

Current wording

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

Previous wording

Investing activities. Net cash used in investing activities for the three months ended March 31, 2025 was $6.9 million compared to a use of cash of $42.1 million for the corresponding period of the prior year. This change was primarily due to a reduction in capital expenditures and proceeds received from the sale of the MSP Business. Refer to Note 16: Disposals for additional information. For fiscal year 2025, we anticipate capital expenditures of approximately $150.0 million, which we expect to fund with cash on hand.

Current wording

Investing activities. Net cash used in investing activities for the six months ended June 30, 2025 was $33.6 million compared to a use of cash of $85.2 million for the corresponding period of the prior year. This change was primarily due to a reduction in capital expenditures and proceeds received from the sale of the MSP Business. Refer to Note 16: Disposals for additional information. For fiscal year 2025, we anticipate capital expenditures of approximately $150.0 million, which we expect to fund with cash on hand.

Previous wording

Financing activities. Net cash used in financing activities for the three months ended March 31, 2025 increased compared to the corresponding period of the prior year, primarily due to an increase in the amount of cash paid to repurchase ordinary shares, partially offset by the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year. Refer to Note 12: Shareholders' Equity for additional information.

Current wording

Financing activities. Net cash used in financing activities for the six months ended June 30, 2025 was 160.8 million compared to cash provided by financing activities of 365.1 million in the corresponding period of the prior year, primarily due to the issuance of the $500.0 million aggregate principal amount of 6.625% senior notes due 2032, partially offset by an increase in the amount of cash paid to repurchase ordinary shares in the current period and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year. Refer to Note 12: Shareholders' Equity for additional information.

Previous wording

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 April 25, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a positive outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

Current wording

Our ability to raise additional financing, and our borrowing costs, may be impacted by short and long term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of July 17, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

Previous wording

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 three months ended March 31, 2025.

Current wording

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 six months ended June 30, 2025.

Previous wording

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have authorization for the September 2023 Program, under which approximately $302.5 million remained available as of March 31, 2025. In the three months ended March 31, 2025, and 2024, we repurchased 3.5 million and 0.3 million ordinary shares under the September 2023 Program.

Current wording

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have authorization for the September 2023 Program, under which approximately $282.4 million remained available as of June 30, 2025. In the six months ended June 30, 2025, and 2024, we repurchased 4.2 million and 0.3 million ordinary shares under the September 2023 Program.

Previous wording

In the three months ended March 31, 2025 and 2024, we paid aggregate cash dividends of $17.9 million and $18.1 million, respectively. On April 21, 2025, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable on May 28, 2025 to shareholders of record as of May 14, 2025.

Current wording

In the six months ended June 30, 2025 and 2024, we paid aggregate cash dividends of $35.5 million and $36.1 million, respectively. In July 2025, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in August 2025 to shareholders of record as of August 13, 2025.

Previous wording

For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates included in our 2024 Annual Report. 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. No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first three months of 2025.

Current wording

For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates included in our 2024 Annual Report. 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. No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first six months of 2025.