Skip to main content

Sensata Technologies Holding plc

For the period ended Mar 31, 2026. Filed Apr 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 28, 2026

ST$39.31+2.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-03.

0001477294-25-000131

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-28.

0001477294-26-000018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 128 previous paragraphs and 109 current paragraphs.

60 unchanged; 38 reworded; 10 added; 29 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 16 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Automotive net revenue for the three months ended March 31, 2026 decreased 0.8% compared to the prior period. Excluding an increase of 2.5% attributed to changes in foreign currency exchange and a decrease of 4.0% due to the effects of a divestiture, Automotive net revenue increased 0.7% on an organic basis compared to the prior period, which was primarily due to product mix in the markets we serve.

Current report

Industrials net revenue for the three months ended March 31, 2026 decreased 0.8% compared to the prior period. Excluding an increase of 1.5% attributed to changes in foreign currency exchange and a decrease of 3.0% due to the effect of divestitures, Industrials net revenue grew 0.7% on an organic basis compared to the prior period, which primarily reflects content growth in our Industrials business segment.

Current report

Aerospace, Defense, and Commercial Equipment net revenue for the three months ended March 31, 2026 increased 14.8% compared to the prior period. Excluding an increase of 1.8% attributed to changes in foreign currency exchange rates and a decline of 3.7% due to the effects of a divestiture, Aerospace, Defense, and Commercial Equipment net revenue grew 16.7% on an organic basis due to growth in our commercial equipment and aerospace business.

Current report

In the three months ended March 31, 2026, restructuring and other charges, net decreased from the prior period, primarily due to higher transaction-related charges in 2025 corresponding to the business divestitures that took place in that year, partially offset by higher charges related to the Transformation Plan in the current period.

Current report

•Amortization of intangible assets: represents amortization of intangible assets.
Removed paragraphs (29)

Previous report

Operating loss in the third quarter of 2025 includes approximately $259.0 million in charges as a result of changes in clean energy policy and emission regulations, including a non-cash goodwill impairment charge. We determined that the Dynapower reporting unit was impaired and recorded a $225.7 million non-cash impairment charge. Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

Previous report

In September 2025, certain of our indirect, wholly-owned subsidiaries entered into an amendment (the “Fourteenth Amendment”) to the credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement”). Refer to Note 10: Debt of the Financial Statements included elsewhere in this Report, for additional information regarding this transaction.

Previous report

Net revenue for the nine months ended September 30, 2025 decreased 7.9% compared to the prior period. Net revenue decreased 1.0% on an organic basis, which excludes an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

For the three months ended September 30, 2025, SG&A expense decreased from the prior period, primarily due to costs and charges related to the third quarter 2024 sale of the Insights Business (including $5.8 million of accelerated vesting of restricted securities granted to employees of the Insights Business). Refer to Note 4: Share-Based Payment Plansand Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information on share-based compensation related to restricted securities and the sale of the Insights Business, respectively.

Previous report

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

Previous report

In the third quarter of 2025, we recorded a $225.7 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment. The primary indicators of impairment were a lower outlook within certain markets that the reporting unit operates in following recent tax legislation being enacted, and a strategic shift to focus on other markets. This revised outlook led to downward revisions of forecasted future cash flows.

Previous report

In the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment. The primary indicator of impairment was revised projections of future cash flows that were lower than previous projections, including future cash flows that were delayed beyond management's initial expectations.

Previous report

Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

Previous report

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

Previous report

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

Previous report

For the three months ended September 30, 2025, operating loss was $122.9 million, compared to the operating loss of $199.2 million in the prior period. This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a $25.1 million decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

Previous report

For the nine months ended September 30, 2025, other, net represented a net gain of $9.9 million, a favorable impact on earnings of $29.7 million compared to a net loss of $19.7 million in the prior period. This favorable impact was primarily due to the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative, the absence of the loss on the redemption of the 5.0% Senior Notes in the prior year, and a larger gain on commodity forward contracts in the current period.

Previous report

During the third quarter of both 2025 and 2024 our provision for income taxes was unfavorably impacted by the impairment of nondeductible goodwill. During the third quarter of 2024, our benefit from income taxes included a deferred tax benefit of approximately $257.7 million due to a tax strategy to secure the future tax deductibility of certain intellectual property which had a valuation allowance against it at December 31, 2023, offset by a $12.8 million tax expense on the sale of the Insights Business and a $11.1 million tax expense on the settlement of the U.S. qualified pension plan.

Previous report

•Amortization of intangible assets: includes 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. Prior periods have not been recast.

Previous report

ii. Relates primarily to $225.7 million and $150.1 million in non-cash goodwill impairment charges recognized in the third quarter of 2025 and 2024, respectively, related to the Dynapower reporting unit. Also includes costs related to optimization of our manufacturing processes to increase productivity and rationalize our manufacturing footprint and supply chain workforce rationalization in response to changing customer demand and recent U.S. Government policy changes.

Previous report

(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 nine months ended September 30, 2024 have not been recast. If we had recast this non-GAAP measure for the three and nine months ended September 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.2 million and $4.4 million, respectively.

Previous report

In September, we entered into the Fourteenth Amendment which (i) reduced the total amount of the Revolving Credit Facility commitments of the lenders from $750.0 million to $650.0 million, (ii) extended the maturity date of the Revolving Credit Facility to September 24, 2030, and (iii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

Previous report

In October 2025, we announced the commencement of a cash tender offer for up to $350 million of the outstanding $1.0 billion aggregate principal amount of 4.0% Senior Notes due 2029, $450.0 million aggregate principal amount of 4.375% Senior Notes due 2030, and $500.0 million aggregate principal amount of 5.875% Senior Notes due 2030.
Reworded paragraphs (38)

Previous wording

Net revenue for the three months ended September 30, 2025 was $932.0 million, a decrease of 5.2% on a reported basis compared to $982.8 million in the prior period. Excluding an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% related to the effect of disposals, net revenue increased 3.1% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: 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 nine months ended September 30, 2025 was $2,786.6 million, a decrease of 7.9% compared to $3,025.1 million in the prior period. Excluding an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% related to the effect of disposals, net revenue decreased 1.0% on an organic basis.

Current wording

Net revenue for the three months ended March 31, 2026 was $934.8 million, an increase of 2.6% on a reported basis compared to $911.3 million in the prior period. Excluding an increase of 2.2% attributed to changes in foreign currency exchange rates and a decrease of 3.8% related to the effect of disposals, net revenue increased 4.2% 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).

Previous wording

Operating loss for the three months ended September 30, 2025 was $122.9 million (13.2% of net revenue), an increase of $76.3 million, or 38.3% compared to an operating loss of $199.2 million (20.3% of net revenue) in the three months ended September 30, 2024. Operating income for the nine months ended September 30, 2025 increased $61.9 million, or 81.9%, to $137.4 million (4.9% of net revenue) from $75.5 million (2.5% of net revenue) in the nine months ended September 30, 2024. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and nine months ended September 30, 2025 compared to the prior periods.

Current wording

Operating income for the three months ended March 31, 2026 was $141.6 million (15.2% of net revenue), an increase of $19.5 million, or 15.9% compared to operating income of $122.2 million (13.4% of net revenue) in the three months ended March 31, 2025. 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, 2026 compared to the prior periods.

Previous wording

We generated $420.0 million of operating cash flows in the nine months ended September 30, 2025, ending the quarter with $791.3 million in cash and cash equivalents. In the nine months ended September 30, 2025, we used cash of approximately $81.6 million for capital expenditures, $52.9 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.

Current wording

We generated $122.5 million of operating cash flows in the three months ended March 31, 2026, ending the quarter with $635.1 million in cash and cash equivalents. In the three months ended March 31, 2026, we used cash of approximately $17.9 million for capital expenditures, $17.5 million for payment of dividends, and $25.1 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 and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. We have derived the results of operations from the Financial Statements included elsewhere in this Report. 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 months ended March 31, 2026 compared to the three months ended March 31, 2025. 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 September 30, 2025 decreased 5.2% compared to the prior period. Net revenue increased 3.1% on an organic basis, which excludes an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% due primarily to the effects of the divestitures of the various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") in the third quarter of 2024 and the Magnetic Speed and Positioning Business ("MSP Business") in the first quarter of 2025. Refer to Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information on the sale of the Insights Business and the MSP Business.

Current wording

Net revenue for the three months ended March 31, 2026 increased 2.6% compared to the prior period. Net revenue increased 4.2% on an organic basis, which excludes an increase of 2.2% attributed to changes in foreign currency exchange rates and a decrease of 3.8% due primarily to the effects of the divestiture of the Magnetic Speed and Positioning Business ("MSP Business") in the first quarter of 2025. Refer to Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information on the sale of the MSP Business.

Previous wording

Operating costs and expenses for the three and nine months ended September 30, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Current wording

Operating costs and expenses for the three months ended March 31, 2026 and 2025 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 and nine months ended September 30, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the net impacts of inflation on material and logistics costs and pricing recoveries from customers, (2) increases in charges for a slower than expected adoption of electric vehicles, which resulted in excess capacity and other charges, and (3) unfavorable product mix, partially offset by the favorable effect of changes in foreign currency exchange rates.

Current wording

For the three months ended March 31, 2026, cost of revenue as a percentage of net revenue decreased from the prior period, primarily due to the favorable effects of the MSP divestiture in the first quarter of 2025 and organic revenue growth, partially offset by the net impacts of inflation on material and logistics costs and tariffs.

Previous wording

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

Current wording

For the three months ended March 31, 2026, research and development expense did not fluctuate materially from the prior period.

Previous wording

For the three and nine months ended September 30, 2025, amortization of intangible assets decreased from the prior period, primarily due to (1) $9.6 million of accelerated amortization related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, (2) the divestiture of the Insights Business, resulting in approximately $6.6 million and $26.2 million, respectively, of lower amortization expense during fiscal year 2025, and (3) the effect of amortization of intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.

Current wording

For the three months ended March 31, 2026, amortization of intangible assets decreased from the prior period, primarily due to 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

Refer to Note 5: Restructuring and Other Charges, Net and Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.

Current wording

Refer to Note 5: Restructuring and Other Charges, Net, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.

Previous wording

For the nine months ended September 30, 2025, operating income was $137.4 million, compared to $75.5 million in the prior period. This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

Current wording

For the three months ended March 31, 2026, operating income was $141.6 million, compared to operating income of $122.2 million in the prior period. This favorable impact was driven primarily by (1) higher revenue in the current period, (2) a decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by the net impacts of inflation on material and logistics costs.

Previous wording

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

Current wording

For the three months ended March 31, 2026, interest expense did not fluctuate materially from the prior period.

Previous wording

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

Current wording

For the three months ended March 31, 2026, interest income did not fluctuate materially from the prior period.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

For the three months ended March 31, 2026, other, net represented a net gain of $4.1 million, a favorable impact on

Previous wording

earnings of $19.2 million compared to a net loss of $12.3 million in the prior period. This favorable impact was primarily due to the absence of the loss on the redemption of the 5.0% senior notes due 2025 (the "5.0% Senior Notes") recognized in 2024 and a larger gain on commodity forward contracts in the current period.

Current wording

earnings of $2.0 million compared to a net gain of $2.1 million in the prior period. This favorable impact was primarily due to the absence of losses on forward currency forward contracts in the current year.

Previous wording

The provision for/(benefit from) income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.

Current wording

The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.

Previous wording

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 exchange rate differences as well as the net impact of material acquisitions and divestitures and product life-cycle management for the 12-month period following the respective transaction date(s).

Current wording

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 exchange rate differences as well as the net impact of material acquisitions, divestitures, and product life-cycle management actions for the 12-month period following the respective transaction date(s).

Previous wording

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.

Current wording

Gross leverage ratio represents gross debt (total debt and finance lease obligations less unamortized issue costs) 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.

Previous wording

Net leverage ratio represents net debt (total debt, finance lease and other financing 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.

Current wording

Net leverage ratio represents net debt (gross debt 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.

Previous wording

•Restructuring related and other: includes net charges related to certain restructuring and other exit activities, other costs (or income) that we believe are either unique or unusual to the identified reporting period, and the impact of commodity forward contacts 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.

Current wording

•Restructuring related and other: includes net charges related to certain restructuring and other exit activities, other costs (or income) that we believe are either unique or unusual to the identified reporting period, and the impact of commodity forward contracts 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.

Previous wording

•Financing and other transaction costs: includes costs incurred, such as legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, adjustments related to changes in the fair value of acquisition-related contingent consideration amounts, and historical adjustments to exclude step-up depreciation in our non-GAAP measures. Beginning with the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures. Prior periods have not been recast.

Current wording

•Financing and other transaction costs: includes costs incurred, such as legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, adjustments related to changes in the fair value of acquisition-related contingent consideration amounts.

Previous wording

•Other, net: includes expenses (or income) recorded within Other, net on our condensed consolidated statements of operations. Beginning with the three months ended March 31, 2025, we started adjusting net income to exclude the impacts of these losses (or gains). Prior periods have been recast. Refer to Note 6: Other, Net of the Financial Statements, included elsewhere in this Quarterly Report, for additional details of the components of Other, net.

Current wording

•Other, net: includes non-operating expenses (or non-operating income) recorded within Other, net on our condensed consolidated statements of operations. Refer to Note 6: Other, Net of the Financial Statements, included elsewhere in this Quarterly Report, for additional details of the components of Other, net.

Previous wording

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

Current 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, 2026 and 2025 (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 and nine months ended September 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

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 months ended March 31, 2026 and 2025 (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 nine months ended September 30, 2025, this line includes costs and losses associated with the disposition of the MSP Business. In the three and nine months ended September 30, 2024, this line includes costs and losses associated with the sale of the Insights business. Refer to Note 16: 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 three months ended March 31, 2025, this line includes costs and losses associated with the disposition of the MSP Business. Refer to Note 16: Disposals for further information on this transaction.

Previous wording

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.

Current wording

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

Previous wording

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

Current wording

The following table provides a reconciliation of net income in accordance with U.S. GAAP to adjusted EBITDA.

Previous wording

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2025 and 2024. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. 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 three months ended March 31, 2026 and 2025. 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 nine months ended September 30, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.

Current wording

Operating activities. Net cash provided by operating activities for the three months ended March 31, 2026 increased compared to the corresponding period of the prior year, primarily due to higher cash provided by earnings, partially offset by unfavorable changes in working capital.

Previous wording

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2025 was $44.4 million compared to cash provided of $15.2 million for the corresponding period of the prior year. This change was primarily due to lower proceeds received from the sale of the MSP Business in 2025 compared to the proceeds received from the sale of the Insights Business in 2024 and lower capital expenditures in the current period. Refer to Note 16: Disposals for additional information. For fiscal year 2025, we may spend up to $150.0 million on capital expenditures, which we expect to fund with cash on hand.

Current wording

Investing activities. Net cash used in investing activities for the three months ended March 31, 2026 was $16.5 million compared to cash used of $6.9 million for the corresponding period of the prior year. This change was primarily due to proceeds received for the sale of the MSP Business in the first quarter of 2025, partially offset by higher capital expenditures in the prior period. For fiscal year 2026, we anticipate additions to PP&E and capitalized software of up to approximately $150.0 million, which we expect to fund with cash flows from operations.

Previous wording

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2025 was $181.0 million compared to cash used in financing activities of $400.3 million in the corresponding period of the prior year. This change was primarily due to the early redemption of our $700.0 million 5.0% Senior Notes in the third quarter of 2024, the increase in the amount of cash paid to repurchase ordinary shares in the current period, and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year, and was partially offset by the issuance of the 6.625% senior notes due 2032 in the second quarter of 2024. Refer to Note 12: Shareholders' Equity for additional information.

Current wording

Financing activities. Net cash used in financing activities for the three months ended March 31, 2026 was $44.7 million compared to cash used in financing activities of $119.1 million in the corresponding period of the prior year. This change was primarily due to a higher amount of cash paid to repurchase ordinary shares in the prior year.

Previous wording

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

Current wording

As of March 31, 2026, we had$2.9 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.

Previous wording

We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures, 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 at least the next twelve months. 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, our highly-leveraged nature may limit our ability to procure additional financing in the future.

Current wording

We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures, 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 at least the next twelve months. 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.

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 nine months ended September 30, 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 three months ended March 31, 2026.

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 $282.4 million remained available as of September 30, 2025. In the nine months ended September 30, 2025, and 2024, we repurchased 4.2 million and 1.3 million ordinary shares under the September 2023 Program.

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 $257.3 million remained available as of March 31, 2026. In the three months ended March 31, 2026, and 2025, we repurchased 0.7 million and 3.5 million ordinary shares under the September 2023 Program.

Previous wording

In the nine months ended September 30, 2025 and 2024, we paid aggregate cash dividends of $52.9 million and $54.3 million, respectively. In October 2025, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in November 2025 to shareholders of record as of November 12, 2025.

Current wording

In the three months ended March 31, 2026 and 2025, we paid aggregate cash dividends of $17.5 million and $17.9 million, respectively. In April 2026, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in May 2026 to shareholders of record as of May 13, 2026.

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 nine 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 2025 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 2026.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For the three months ended March 31, 2026, selling, general and administrative expense did not fluctuate materially from the prior period.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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 nine months ended September 30, 2025 and 2024.