0001477294false00014772942024-07-292024-07-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 __________________________________________
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2024
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
 
 __________________________________________
England and Wales  001-34652 98-1386780
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS 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) 
Not Applicable
(Former name or former address, if changed since last report)
 
 __________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per shareSTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o


Item 2.02Results of Operations and Financial Condition.
On July 29, 2024, Sensata Technologies Holding plc (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2024. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Company will conduct a conference call on July 29, 2024 at 4:30 PM eastern time to discuss its second quarter 2024 financial results and its outlook for the third quarter of 2024. The dial in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Q2 2024 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of the Company’s website at http://investors.sensata.com. Additional information relating to the Company's financial results will be contained in a presentation that will be referenced during the webcast, and that is being made available on the investor relations page of the Company’s website. Additionally, a replay of the call will be available until August 5, 2024. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 2870913.
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENSATA TECHNOLOGIES HOLDING PLC
/s/ Richard Siedel
Date:July 29, 2024Name: Richard Siedel
Title: Vice President and Chief Accounting Officer


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SENSATA TECHNOLOGIES REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS

Swindon, United Kingdom – July 29, 2024 - Sensata Technologies (NYSE: ST), a global industrial technology company and leading provider of sensors, sensor-rich solutions and electrical protection devices used in mission-critical systems that create valuable business insights for customers, today announced financial results for its second quarter ended June 30, 2024.
“We are pleased to report a solid second quarter with performance in line with expectations," said Martha Sullivan, Interim President and CEO of Sensata. "Adjusted operating margins increased sequentially by thirty basis points in the second quarter, consistent with our expectations of twenty to thirty basis points of adjusted operating margin expansion per quarter in 2024. We remain committed to deliver top quartile adjusted operating margins amongst our peers.”
Operating Results - Second Quarter
Operating results for the second quarter of 2024 compared to the second quarter of 2023 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $1,035.5 million, a decrease of $26.6 million, or 2.5%, compared to $1,062.1 million in the second quarter of 2023. Excluding one-time pass-through revenue of $25.9 million in the second quarter of 2023, revenue was effectively unchanged year over year.
•On a constant currency basis, revenue decreased 1.2% or $12.7 million as compared to the second quarter of 2023.
Operating income:
•Operating income was $129.9 million, or 12.5% of revenue, an increase of $11.9 million, or 10.1%, compared to operating income of $118.0 million, or 11.1% of revenue, in the second quarter of 2023.
•Adjusted operating income was $196.7 million, or 19.0% of revenue ($201.7 million or 19.2% of revenue on a constant currency basis), a decrease of $9.1 million, or 4.4%, compared to adjusted operating income of $205.7 million, or 19.4% of revenue, in the second quarter of 2023.
Earnings per share:
•Earnings per share was $0.47, an increase of $0.15, or 46.9%, compared to earnings per share of $0.32 in the second quarter of 2023.
•Adjusted earnings per share was $0.93, a decrease of $0.04, or 4.1% ($0.92 or a decrease of 5.2% on a constant currency basis), compared to adjusted earnings per share of $0.97 in the second quarter of 2023.
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Sensata generated $143.5 million of operating cash flow in the second quarter of 2024, compared to $115.8 million in the second quarter of 2023. Sensata's free cash flow totaled $98.4 million in the second quarter of 2024, compared to $68.2 million in the second quarter of 2023.
In June 2024, Sensata completed a $500 million senior notes issuance. In July 2024, the proceeds from the issuance and cash on hand were used to repay approximately $700 million in bonds scheduled to mature in October 2025.
During the second quarter of 2024, Sensata returned approximately $18.1 million to shareholders through its quarterly dividend of $0.12 per share paid on May 22, 2024.
Operating Results - Six Months
Operating results for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $2,042.2 million, a decrease of $18.0 million, or 0.9%, compared to $2,060.3 million in the six months ended June 30, 2023.
•Revenue increased 0.5% on a constant currency basis, which excludes a decrease of 1.4% from foreign currency exchange rates versus the prior year.
Operating income:
•Operating income was $274.7 million, or 13.5% of revenue, an increase of $7.9 million, or 3.0%, compared to operating income of $266.9 million, or 13.0% of revenue, in the six months ended June 30, 2023.
•Adjusted operating income was $385.2 million, or 18.9% of revenue ($399.3 million or 19.3% of revenue on a constant currency basis), a decrease of $13.4 million, or 3.4%, compared to adjusted operating income of $398.6 million, or 19.3% of revenue, in the six months ended June 30, 2023.
Earnings per share:
•Earnings per share was $0.98, an increase of $0.10, or 11.4%, compared to earnings per share of $0.88 in the six months ended June 30, 2023.
•Adjusted earnings per share was $1.82, a decrease of $0.07, or 3.7% ($1.85 or a decrease of 2.1% on a constant currency basis), compared to adjusted earnings per share of $1.89 in the six months ended June 30, 2023.

Sensata generated $249.9 million of operating cash flow in the six months ended June 30, 2024, compared to $212.6 million in the six months ended June 30, 2023. Sensata's free cash flow totaled $162.8 million in the six months ended June 30, 2024 compared to $128.2 million in the six months ended June 30, 2023.
During the first six months of 2024, Sensata returned approximately $36.1 million to shareholders through its quarterly dividend, and repurchased shares valued at approximately $10.1 million.
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Guidance
For the third quarter of 2024, Sensata expects revenue of $970 to $1,000 million and adjusted EPS of $0.82 to $0.88.
Martha Sullivan added: "In the second quarter, we launched an initiative to identify underperforming products with low growth and substandard margin profiles. This review resulted in identification of several products totaling approximately $200 million in annual revenue. Actions are underway to exit these products. The guidance range for the third quarter reflects the reduction of approximately $30 million in revenue related to underperforming products.”
Q3-2024 Guidance
$ in millions, except EPS
Q3-24 Guidance
Q3-23Y/Y Change
Revenue
$970 - $1,000
$1,001.3
(3%) - 0%
organic growth
(3%) - 0%
Adjusted Operating Income
$184 - $194
$191.6
(4%) - 1%
Adjusted Net Income
$124 - $134
$138.3
(10%) - (3%)
Adjusted EPS
$0.82 - $0.88
$0.91
(10%) - (3%)
Conference Call and Webcast
Sensata will conduct a conference call today at 4:30 p.m. Eastern Time to discuss its second quarter 2024 financial results and its outlook for the third quarter of 2024. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Q2 2024 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until August 5, 2024. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 2870913.
About Sensata Technologies

Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 19,000 employees and global operations in 15 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow Sensata on LinkedIn, Facebook, X and Instagram.
Non-GAAP Financial Measures
We supplement the reporting of our financial information determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. 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. We believe presenting non-GAAP financial measures is useful for period-over-period comparisons of underlying business trends and our ongoing business performance. We also believe presenting these non-GAAP measures provides additional transparency into how management evaluates the business.
Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in
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accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as, or comparable to, similar non-GAAP measures presented by other companies.
The non-GAAP financial measures referenced by Sensata in this release include: adjusted net income, adjusted earnings per share (“EPS”), adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth, market outgrowth, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), net debt, and net leverage ratio. We also refer to changes in certain non-GAAP measures, usually reported either as a percentage or number of basis points, between two periods. Such changes are also considered non-GAAP measures.
Adjusted net income (or loss) is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted EPS is calculated by dividing adjusted net income (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted operating income (or loss) is defined as operating income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Free cash flow is defined as net cash provided by/(used in) operating activities less additions to property, plant and equipment and capitalized software. We believe that this measure is useful to investors and management as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to fund acquisitions, repurchase ordinary shares, or for the accelerated repayment of debt obligations.
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 for the 12-month period following the respective transaction date(s). We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, net, 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 gain or loss on derivative instruments. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Gross leverage ratio is defined as gross debt 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 debt is defined as total debt, finance lease, and other financing obligations less cash and cash equivalents. We believe net debt is a useful measure to management and investors in understanding trends in our overall financial condition.
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Net leverage ratio is defined as net debt divided by last twelve months (LTM) adjusted EBITDA. We believe the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
In discussing trends in our performance, we may refer to certain non-GAAP financial measures or the percentage change of certain non-GAAP financial measures in one period versus another, calculated on a constant currency basis. Constant currency is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges and, as applicable, net monetary assets. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Safe Harbor Statement
This earnings release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to public health crises, instability and changes in the global markets, supplier interruption or non-performance, 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, 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 in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A: Risk Factors in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
For the three months ended June 30, For the six months ended June 30,
2024202320242023
Net revenue$1,035,535 $1,062,112 $2,042,244 $2,060,287 
Operating costs and expenses:
Cost of revenue724,414 732,108 1,413,674 1,402,579 
Research and development45,325 44,857 90,639 90,796 
Selling, general and administrative93,273 91,312 181,319 177,462 
Amortization of intangible assets 39,085 54,563 77,600 95,337 
Restructuring and other charges, net3,491 21,259 4,273 27,258 
Total operating costs and expenses905,588 944,099 1,767,505 1,793,432 
Operating income129,947 118,013 274,739 266,855 
Interest expense(40,863)(45,759)(79,258)(94,550)
Interest income5,802 7,654 9,540 16,354 
Other, net4,097 (10,924)(7,447)(9,532)
Income before taxes98,983 68,984 197,574 179,127 
Provision for income taxes27,280 19,873 49,850 43,599 
Net income$71,703 $49,111 $147,724 $135,528 
Net income per share:
Basic$0.48 $0.32 $0.98 $0.89 
Diluted$0.47 $0.32 $0.98 $0.88 
Weighted-average ordinary shares outstanding:
Basic150,845 152,700 150,663 152,609 
Diluted151,129 153,064 151,025 153,194 
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
June 30,
2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents$1,033,052 $508,104 
Accounts receivable, net of allowances809,411 744,129 
Inventories708,299 713,485 
Prepaid expenses and other current assets148,842 136,686 
Total current assets2,699,604 2,102,404 
Property, plant and equipment, net884,155 886,010 
Goodwill3,542,713 3,542,770 
Other intangible assets, net806,977 883,671 
Deferred income tax assets128,744 131,527 
Other assets127,249 134,605 
Total assets$8,189,442 $7,680,987 
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt and finance lease obligations$702,701 $2,276 
Accounts payable475,573 482,301 
Income taxes payable22,861 32,139 
Accrued expenses and other current liabilities320,324 307,002 
Total current liabilities1,521,459 823,718 
Deferred income tax liabilities360,437 359,073 
Pension and other post-retirement benefit obligations36,217 38,178 
Finance lease obligations, less current portion21,964 22,949 
Long-term debt, net3,170,804 3,373,988 
Other long-term liabilities67,009 66,805 
Total liabilities5,177,890 4,684,711 
Total shareholders' equity3,011,552 2,996,276 
Total liabilities and shareholders' equity$8,189,442 $7,680,987 
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
For the six months ended June 30,
20242023
Cash flows from operating activities:
Net income$147,724 $135,528 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation67,016 63,560 
Amortization of debt issuance costs3,193 3,421 
Gain on sale of business— (5,877)
Share-based compensation11,944 17,607 
Loss on debt financing— 857 
Amortization of intangible assets77,600 95,337 
Deferred income taxes6,056 13,449 
Loss on equity investments, net14,306 302 
Unrealized (gain)/loss on derivative instruments and other(9,862)14,674 
Changes in operating assets and liabilities, net of effects of acquisitions(68,034)(117,836)
Acquisition-related compensation payments— (8,380)
Net cash provided by operating activities249,943 212,642 
Cash flows from investing activities:
Additions to property, plant and equipment and capitalized software(87,188)(84,444)
Investment in debt and equity securities1,994 (390)
Proceeds from the sale of business, net of cash sold— 19,000 
Net cash used in investing activities(85,194)(65,834)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares4,605 5,346 
Payment of employee restricted stock tax withholdings(6,980)(11,470)
Proceeds from borrowings on debt500,000 — 
Payments on debt(566)(448,390)
Dividends paid(36,148)(35,113)
Payments to repurchase ordinary shares(10,052)(25,076)
Purchase of noncontrolling interest in joint venture(79,393)— 
Payments of debt financing costs(6,376)(311)
Net cash provided by/(used in) financing activities365,090 (515,014)
Effect of exchange rate changes on cash and cash equivalents(4,891)— 
Net change in cash and cash equivalents524,948 (368,206)
Cash and cash equivalents, beginning of year508,104 1,225,518 
Cash and cash equivalents, end of period$1,033,052 $857,312 
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Segment Performance
For the three months ended June 30, For the six months ended June 30,
$ in 000s2024202320242023
Performance Sensing (1)
Revenue$723,921 $693,563 $1,437,239 $1,361,325 
Operating income$177,033 $180,407 $362,165 $349,473 
% of Performance Sensing revenue24.5 %26.0 %25.2 %25.7 %
Sensing Solutions
Revenue$268,071 $331,060 $525,910 $614,510 
Operating income$79,839 $94,154 $152,318 $178,174 
% of Sensing Solutions revenue29.8 %28.4 %29.0 %29.0 %
Other (1)
Revenue$43,543 $37,489 $79,095 $84,452 
Operating income$9,204 $738 $15,985 $5,708 
% of Other revenue21.1 %2.0 %20.2 %6.8 %
(1)    In the first quarter of 2024, we moved Insights from Performance Sensing, creating another operating segment, which is reported in "Other". We recast Performance Sensing to exclude Insights. Prior period amounts in the above table have been recast to reflect this realignment.
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Revenue by Business, Geography, and End Market (Unaudited)
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2024202320242023
Performance Sensing (1)
69.9 %65.3 %70.4 %66.1 %
Sensing Solutions25.9 %31.2 %25.8 %29.8 %
Other (1)
4.2 %3.5 %3.9 %4.1 %
Total100.0 %100.0 %100.0 %100.0 %
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2024202320242023
Americas44.3 %46.2 %43.5 %45.7 %
Europe26.8 %26.7 %27.5 %26.9 %
Asia/Rest of World28.9 %27.1 %29.0 %27.4 %
Total100.0 %100.0 %100.0 %100.0 %
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2024202320242023
Automotive55.6 %50.8 %55.8 %51.7 %
Heavy vehicle and off-road (1)
18.2 %17.9 %18.5 %17.7 %
Industrial12.2 %17.4 %12.3 %16.2 %
Appliance and HVAC5.3 %4.8 %5.0 %4.8 %
Aerospace4.4 %4.4 %4.5 %4.4 %
All other (1)
4.3 %4.7 %3.9 %5.2 %
Total100.0 %100.0 %100.0 %100.0 %
(1)    Effective January 1, 2024 we moved Insights from the Heavy vehicle off-road operating segment within Performance Sensing, creating another operating segment, which is reported in "Other". Additionally, we moved the Insights business to the "other" end market. Prior period information in the tables above has been recast to reflect this realignment.
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GAAP to Non-GAAP Reconciliations
The following unaudited tables provide a reconciliation of the difference between each of the non-GAAP financial measures referenced herein and the most directly comparable U.S. GAAP financial measure. Amounts presented in these tables may not appear to recalculate due to the effect of rounding.
Operating income and margin, income tax, net income, and earnings per share
($ in thousands, except per share amounts)For the three months ended June 30, 2024
Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$129,947 12.5 %$27,280 $71,703 $0.47 
Non-GAAP adjustments:
Restructuring related and other26,804 2.6 %(809)25,995 0.17 
Financing and other transaction costs2,462 0.2 %(971)2,510 0.02 
Step-up depreciation and amortization37,561 3.6 %— 37,561 0.25 
Deferred gain on derivative instruments(102)(0.0 %)1,406 (3,673)(0.02)
Amortization of debt issuance costs— — %— 1,631 0.01 
Deferred taxes and other tax related— — %4,160 4,160 0.03 
Total adjustments66,725 6.4 %3,786 68,184 0.45 
Adjusted (non-GAAP)$196,672 19.0 %$23,494 $139,887 $0.93 
($ in thousands, except per share amounts)For the three months ended June 30, 2023
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$118,013 11.1 %$19,873 $49,111 $0.32 
Non-GAAP adjustments:
Restructuring related and other (1)
31,078 2.9 %(632)30,446 0.20 
Financing and other transaction costs4,265 0.4 %(98)3,923 0.03 
Step-up depreciation and amortization (2)
53,326 5.0 %— 53,326 0.35 
Deferred (gain)/loss on derivative instruments(947)(0.1 %)(1,090)4,232 0.03 
Amortization of debt issuance costs— — %— 1,685 0.01 
Deferred taxes and other tax related— — %6,433 6,433 0.04 
Total adjustments87,722 8.3 %4,613 100,045 0.65 
Adjusted (non-GAAP)$205,735 19.4 %$15,260 $149,156 $0.97 
(1)    Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information
(2)    Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.
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($ in thousands, except per share amounts)For the six months ended June 30, 2024
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$274,739 13.5 %$49,850 $147,724 $0.98 
Non-GAAP adjustments:
Restructuring related and other29,198 1.4 %(1,384)27,814 0.18 
Financing and other transaction costs (1)
6,813 0.3 %(861)20,258 0.13 
Step-up depreciation and amortization74,939 3.7 %— 74,939 0.50 
Deferred (gain)/loss on derivative instruments(477)0.0 %1,688 (4,865)(0.03)
Amortization of debt issuance costs— — %— 3,193 0.02 
Deferred taxes and other tax related— — %5,446 5,446 0.04 
Total adjustments110,473 5.4 %4,889 126,785 0.84 
Adjusted (non-GAAP)$385,212 18.9 %$44,961 $274,509 $1.82 
(1)    Includes a $14.8 million mark-to-market loss on an equity investment held under the measurement alternative due to an observable marketplace transaction in the first quarter of 2024. This loss is presented in other, net on the condensed consolidated statement of operations
($ in thousands, except per share amounts)For the six months ended June 30, 2023
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$266,855 13.0 %$43,599 $135,528 $0.88 
Non-GAAP adjustments:
Restructuring related and other (1)
34,019 1.7 %(1,304)32,715 0.21 
Financing and other transaction costs8,513 0.4 %2,776 11,530 0.08 
Step-up depreciation and amortization (2)
92,456 4.5 %— 92,456 0.60 
Deferred (gain)/loss on derivative instruments(3,197)(0.2 %)(237)936 0.01 
Amortization of debt issuance costs— — %— 3,419 0.02 
Deferred taxes and other tax related— — %13,224 13,224 0.09 
Total adjustments131,791 6.4 %14,459 154,280 1.01 
Adjusted (non-GAAP)$398,646 19.3 %$29,140 $289,808 $1.89 
(1)    Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information
(2)    Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.
12

Non-GAAP adjustments by location in statements of operations
(in thousands)For the three months ended June 30, For the six months ended June 30,
2024202320242023
Cost of revenue (1)
$14,820 $11,142 $15,974 $8,364 
Selling, general and administrative11,106 2,250 15,791 4,022 
Amortization of intangible assets (2)
37,308 53,071 74,435 92,147 
Restructuring and other charges, net (3)
3,491 21,259 4,273 27,258 
Operating income adjustments66,725 87,722 110,473 131,791 
Interest expense, net1,631 1,685 3,193 3,419 
Other, net (4)
(3,958)6,025 8,230 4,611 
Provision for income taxes3,786 4,613 4,889 14,459 
Net income adjustments$68,184 $100,045 $126,785 $154,280 
(1)    The three and six months ended June 30, 2023 include a charge of $10.5 million to write down inventory related to the exit of the Spear Marine Business in the second quarter of 2023.
(2)    The three and six months ended June 30, 2023 include accelerated amortization of $13.5 million related to intangible assets assigned to the Spear Marine Business.
(3)    The three and six months ended June 30, 2023 include certain charges related to the exit of the Spear Marine Business and recorded in restructuring and other charges, net, including $1.2 million of severance costs, $1.7 million related to the write-down of property, plant, and equipment, and $11.4 million of other charges, including contract termination costs. The three and six months ended June 30, 2023 include $3.3 million and $10.6 million, respectively, of expense related to compensation arrangements entered into concurrent with the closing of certain acquisitions.
(4)    The six months ended June 30, 2024 includes a $14.8 million mark-to-market loss on an equity investment held under the measurement alternative due to an observable marketplace transactions.
Free cash flow
For the three months ended June 30, For the six months ended June 30,
($ in thousands)20242023% △20242023% △
Net cash provided by operating activities$143,456 $115,754 23.9 %$249,943 $212,642 17.5 %
Additions to property, plant and equipment and capitalized software(45,058)(47,562)5.3 %(87,188)(84,444)(3.2 %)
Free cash flow$98,398 $68,192 44.3 %$162,755 $128,198 27.0 %
13


Adjusted corporate and other expenses
For the three months ended June 30, For the six months ended June 30,
(in thousands)2024202320242023
Corporate and other expenses (GAAP)$(93,553)$(81,464)$(173,856)$(143,905)
Restructuring related and other24,268 13,110 26,835 11,681 
Financing and other transaction costs1,507 974 4,903 3,593 
Step-up depreciation and amortization253 255 504 309 
Deferred gain on derivative instruments(102)(947)(477)(3,197)
Total adjustments25,926 13,392 31,765 12,386 
Adjusted corporate and other expenses (non-GAAP)$(67,627)$(68,072)$(142,091)$(131,519)
Adjusted EBITDA
For the three months ended June 30, For the six months ended June 30,
(in thousands)LTM2024202320242023
Net income$8,287 $71,703 $49,111 $147,724 $135,528 
Interest expense, net142,382 35,061 38,105 69,718 78,196 
Provision for income taxes28,002 27,280 19,873 49,850 43,599 
Depreciation expense136,561 33,493 32,612 67,016 63,560 
Amortization of intangible assets156,123 39,085 54,563 77,600 95,337 
EBITDA471,355 206,622 194,264 411,908 416,220 
Non-GAAP Adjustments
Restructuring related and other406,673 26,804 31,078 29,198 34,019 
Financing and other transaction costs33,857 3,481 4,021 21,119 8,754 
Deferred (gain)/loss on derivative instruments(9,732)(5,079)5,322 (6,553)1,173 
Adjusted EBITDA$902,153 $231,828 $234,685 $455,672 $460,166 
14

Net debt and leverage
As of
($ in thousands)June 30,
2024		December 31, 2023
Current portion of long-term debt and finance lease obligations$702,701 $2,276 
Finance lease obligations, less current portion21,964 22,949 
Long-term debt, net3,170,804 3,373,988 
Total debt and finance lease obligations3,895,469 3,399,213 
Less: discount, net of premium(891)(1,568)
Less: deferred financing costs(28,305)(24,444)
Total gross indebtedness3,924,665 3,425,225 
Adjusted EBITDA (LTM)$902,153 $906,647 
Gross leverage ratio4.4 3.8 
Total gross indebtedness3,924,665 3,425,225 
Less: cash and cash equivalents1,033,052 508,104 
Net debt$2,891,613 $2,917,121 
Adjusted EBITDA (LTM)$902,153 $906,647 
Net leverage ratio3.23.2

Guidance
For the three months ending September 30, 2024
($ in millions, except per share amounts)Operating IncomeNet IncomeEPS
LowHighLowHighLowHigh
GAAP$115.0 $118.3 $49.7 $52.4 $0.33 $0.34 
Restructuring related and other29.0 34.2 29.0 34.2 0.19 0.23 
Financing and other transaction costs3.0 4.0 3.0 4.0 0.02 0.03 
Step-up depreciation and amortization37.0 37.5 37.0 37.5 0.24 0.25 
Deferred (gain)/loss on derivative instruments(1)
— — — — — — 
Amortization of debt issuance costs— — 1.3 1.4 0.01 0.01 
Deferred taxes and other tax related— — 4.0 4.5 0.03 0.03 
Non-GAAP$184.0 $194.0 $124.0 $134.0 $0.82 $0.88 
Weighted-average diluted shares outstanding (in millions)151.5151.5
(1)    We are unable to predict movements in commodity prices and, therefore, the impact of mark-to-market adjustments on our commodity forward contracts to our projected operating results. In prior periods such adjustments have been significant to our reported GAAP earnings.

# # #
Media & Investor Contact:
investors@sensata.com
15
v3.24.2
Cover
Jul. 29, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 29, 2024
Entity Registrant Name SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key 0001477294
Amendment Flag false
Entity Incorporation, State or Country Code X0
Entity File Number 001-34652
Entity Tax Identification Number 98-1386780
Entity Address, Address Line One 529 Pleasant Street
Entity Address, City or Town Attleboro
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02703
Entity Address, Country US
City Area Code +1(508)
Local Phone Number 236 3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares - nominal value €0.01 per share
Trading Symbol ST
Security Exchange Name NYSE
Entity Emerging Growth Company false
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