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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 class Trading Symbol(s) Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share ST New 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 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.



Item 2.02 Results of Operations and Financial Condition.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within inline XBRL document)
2



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, 2024 Name: Richard Siedel
Title: Vice President and Chief Accounting Officer


3
EX-99.1 2 q224pressrelease.htm EX-99.1 PRESS RELEASE Document

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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.
1


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.
2


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
Q3-23 Y/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 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.
3


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.
4


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.
5


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,
2024 2023 2024 2023
Net revenue $ 1,035,535  $ 1,062,112  $ 2,042,244  $ 2,060,287 
Operating costs and expenses:
Cost of revenue 724,414  732,108  1,413,674  1,402,579 
Research and development 45,325  44,857  90,639  90,796 
Selling, general and administrative 93,273  91,312  181,319  177,462 
Amortization of intangible assets 39,085  54,563  77,600  95,337 
Restructuring and other charges, net 3,491  21,259  4,273  27,258 
Total operating costs and expenses 905,588  944,099  1,767,505  1,793,432 
Operating income 129,947  118,013  274,739  266,855 
Interest expense (40,863) (45,759) (79,258) (94,550)
Interest income 5,802  7,654  9,540  16,354 
Other, net 4,097  (10,924) (7,447) (9,532)
Income before taxes 98,983  68,984  197,574  179,127 
Provision for income taxes 27,280  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:
Basic 150,845  152,700  150,663  152,609 
Diluted 151,129  153,064  151,025  153,194 
6


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 allowances 809,411  744,129 
Inventories 708,299  713,485 
Prepaid expenses and other current assets 148,842  136,686 
Total current assets 2,699,604  2,102,404 
Property, plant and equipment, net 884,155  886,010 
Goodwill 3,542,713  3,542,770 
Other intangible assets, net 806,977  883,671 
Deferred income tax assets 128,744  131,527 
Other assets 127,249  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 payable 475,573  482,301 
Income taxes payable 22,861  32,139 
Accrued expenses and other current liabilities 320,324  307,002 
Total current liabilities 1,521,459  823,718 
Deferred income tax liabilities 360,437  359,073 
Pension and other post-retirement benefit obligations 36,217  38,178 
Finance lease obligations, less current portion 21,964  22,949 
Long-term debt, net 3,170,804  3,373,988 
Other long-term liabilities 67,009  66,805 
Total liabilities 5,177,890  4,684,711 
Total shareholders' equity 3,011,552  2,996,276 
Total liabilities and shareholders' equity $ 8,189,442  $ 7,680,987 
7


SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
For the six months ended June 30,
2024 2023
Cash flows from operating activities:
Net income $ 147,724  $ 135,528 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 67,016  63,560 
Amortization of debt issuance costs 3,193  3,421 
Gain on sale of business —  (5,877)
Share-based compensation 11,944  17,607 
Loss on debt financing —  857 
Amortization of intangible assets 77,600  95,337 
Deferred income taxes 6,056  13,449 
Loss on equity investments, net 14,306  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 activities 249,943  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 securities 1,994  (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 shares 4,605  5,346 
Payment of employee restricted stock tax withholdings (6,980) (11,470)
Proceeds from borrowings on debt 500,000  — 
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 activities 365,090  (515,014)
Effect of exchange rate changes on cash and cash equivalents (4,891) — 
Net change in cash and cash equivalents 524,948  (368,206)
Cash and cash equivalents, beginning of year 508,104  1,225,518 
Cash and cash equivalents, end of period $ 1,033,052  $ 857,312 
8


Segment Performance
For the three months ended June 30, For the six months ended June 30,
$ in 000s 2024 2023 2024 2023
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 revenue 24.5  % 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 revenue 29.8  % 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 revenue 21.1  % 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.
9


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,
2024 2023 2024 2023
Performance Sensing (1)
69.9  % 65.3  % 70.4  % 66.1  %
Sensing Solutions 25.9  % 31.2  % 25.8  % 29.8  %
Other (1)
4.2  % 3.5  % 3.9  % 4.1  %
Total 100.0  % 100.0  % 100.0  % 100.0  %
(percent of total revenue) For the three months ended June 30, For the six months ended June 30,
2024 2023 2024 2023
Americas 44.3  % 46.2  % 43.5  % 45.7  %
Europe 26.8  % 26.7  % 27.5  % 26.9  %
Asia/Rest of World 28.9  % 27.1  % 29.0  % 27.4  %
Total 100.0  % 100.0  % 100.0  % 100.0  %
(percent of total revenue) For the three months ended June 30, For the six months ended June 30,
2024 2023 2024 2023
Automotive 55.6  % 50.8  % 55.8  % 51.7  %
Heavy vehicle and off-road (1)
18.2  % 17.9  % 18.5  % 17.7  %
Industrial 12.2  % 17.4  % 12.3  % 16.2  %
Appliance and HVAC 5.3  % 4.8  % 5.0  % 4.8  %
Aerospace 4.4  % 4.4  % 4.5  % 4.4  %
All other (1)
4.3  % 4.7  % 3.9  % 5.2  %
Total 100.0  % 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.
10


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 Income Operating Margin Income Taxes Net Income Diluted EPS
Reported (GAAP) $ 129,947  12.5  % $ 27,280  $ 71,703  $ 0.47 
Non-GAAP adjustments:
Restructuring related and other 26,804  2.6  % (809) 25,995  0.17 
Financing and other transaction costs 2,462  0.2  % (971) 2,510  0.02 
Step-up depreciation and amortization 37,561  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 adjustments 66,725  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 Income Operating Margin Income Tax Net Income Diluted 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 costs 4,265  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 adjustments 87,722  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.
11


($ in thousands, except per share amounts) For the six months ended June 30, 2024
Operating Income Operating Margin Income Tax Net Income Diluted EPS
Reported (GAAP) $ 274,739  13.5  % $ 49,850  $ 147,724  $ 0.98 
Non-GAAP adjustments:
Restructuring related and other 29,198  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 amortization 74,939  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 adjustments 110,473  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 Income Operating Margin Income Tax Net Income Diluted 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 costs 8,513  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 adjustments 131,791  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.
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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,
2024 2023 2024 2023
Cost of revenue (1)
$ 14,820  $ 11,142  $ 15,974  $ 8,364 
Selling, general and administrative 11,106  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 adjustments 66,725  87,722  110,473  131,791 
Interest expense, net 1,631  1,685  3,193  3,419 
Other, net (4)
(3,958) 6,025  8,230  4,611 
Provision for income taxes 3,786  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) 2024 2023 % △ 2024 2023 % △
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  %
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Adjusted corporate and other expenses
For the three months ended June 30, For the six months ended June 30,
(in thousands) 2024 2023 2024 2023
Corporate and other expenses (GAAP) $ (93,553) $ (81,464) $ (173,856) $ (143,905)
Restructuring related and other 24,268  13,110  26,835  11,681 
Financing and other transaction costs 1,507  974  4,903  3,593 
Step-up depreciation and amortization 253  255  504  309 
Deferred gain on derivative instruments (102) (947) (477) (3,197)
Total adjustments 25,926  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) LTM 2024 2023 2024 2023
Net income $ 8,287  $ 71,703  $ 49,111  $ 147,724  $ 135,528 
Interest expense, net 142,382  35,061  38,105  69,718  78,196 
Provision for income taxes 28,002  27,280  19,873  49,850  43,599 
Depreciation expense 136,561  33,493  32,612  67,016  63,560 
Amortization of intangible assets 156,123  39,085  54,563  77,600  95,337 
EBITDA 471,355  206,622  194,264  411,908  416,220 
Non-GAAP Adjustments
Restructuring related and other 406,673  26,804  31,078  29,198  34,019 
Financing and other transaction costs 33,857  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 
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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 portion 21,964  22,949 
Long-term debt, net 3,170,804  3,373,988 
Total debt and finance lease obligations 3,895,469  3,399,213 
Less: discount, net of premium (891) (1,568)
Less: deferred financing costs (28,305) (24,444)
Total gross indebtedness 3,924,665  3,425,225 
Adjusted EBITDA (LTM) $ 902,153  $ 906,647 
Gross leverage ratio 4.4  3.8 
Total gross indebtedness 3,924,665  3,425,225 
Less: cash and cash equivalents 1,033,052  508,104 
Net debt $ 2,891,613  $ 2,917,121 
Adjusted EBITDA (LTM) $ 902,153  $ 906,647 
Net leverage ratio 3.2 3.2

Guidance
For the three months ending September 30, 2024
($ in millions, except per share amounts) Operating Income Net Income EPS
Low High Low High Low High
GAAP $ 115.0  $ 118.3  $ 49.7  $ 52.4  $ 0.33  $ 0.34 
Restructuring related and other 29.0  34.2  29.0  34.2  0.19  0.23 
Financing and other transaction costs 3.0  4.0  3.0  4.0  0.02  0.03 
Step-up depreciation and amortization 37.0  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) 151.5 151.5
(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.

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