Sensata Technologies Holding plc - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________

FORM 10-Q

_________________________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34652

_________________________________________________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________

England and Wales

98-1386780

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

529 Pleasant Street

Attleboro, Massachusetts, 02703, United States

(Address of principal executive offices, including zip code)

+1 (508) 236 3800

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 14, 2022, 152,961,552 ordinary shares were outstanding.

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TABLE OF CONTENTS


PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of Se ptember 30, 2022 and December 31, 2021	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and N i ne Months Ended September 30, 2022 and 2021	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Se ptember 30, 2022 and 2021	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2022 and 2021	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	37

PART II
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
	Item 3.	Defaults Upon Senior Securities	38

	Item 6.	Exhibits	39
		Signatures	40

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PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)


	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	1,103,916	$	1,708,955
Accounts receivable, net of allowances of $33,828 and $17,003 as of September 30, 2022 and December 31, 2021, respectively	722,934		653,438
Inventories	675,862		588,231
Prepaid expenses and other current assets	197,487		126,370

Total current assets	2,700,199		3,076,994
Property, plant and equipment, net	831,587		820,933
Goodwill	3,847,450		3,502,063
Other intangible assets, net of accumulated amortization of $2,361,199 and $2,277,393 as of September 30, 2022 and December 31, 2021, respectively	1,103,256		946,731
Deferred income tax assets	100,014		105,028
Other assets	130,110		162,017
Total assets	$	8,712,616	$	8,613,766
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	6,536	$	6,833
Accounts payable	501,301		459,093
Income taxes payable	42,732		26,517
Accrued expenses and other current liabilities	355,405		343,816

Total current liabilities	905,974		836,259
Deferred income tax liabilities	392,222		339,273
Pension and other post-retirement benefit obligations	35,445		38,758
Finance lease and other financing obligations, less current portion	25,180		26,564
Long-term debt, net	4,208,670		4,214,946
Other long-term liabilities	75,807		63,232
Total liabilities	5,643,298		5,519,032
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 174,983 and 174,287 shares issued as of September 30, 2022 and December 31, 2021, respectively	2,240		2,232
Treasury shares, at cost, 21,615 and 16,438 shares as of September 30, 2022 and December 31, 2021, respectively	(1,077,041)		(832,439)
Additional paid-in capital	1,852,249		1,812,244
Retained earnings	2,287,683		2,132,257
Accumulated other comprehensive income/(loss)	4,187		(19,560)


Total shareholders' equity	3,069,318		3,094,734
Total liabilities and shareholders' equity	$	8,712,616	$	8,613,766

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net revenue	$	1,018,268	$	951,021	$	3,014,586	$	2,886,209
Operating costs and expenses:
Cost of revenue	694,535		628,922		2,038,218		1,922,556
Research and development	47,947		40,060		141,898		118,929
Selling, general and administrative	90,013		85,784		283,022		249,728
Amortization of intangible assets	40,313		34,571		114,485		101,492
Restructuring and other charges, net	(107,441)		345		(80,811)		9,956
Total operating costs and expenses	765,367		789,682		2,496,812		2,402,661
Operating income	252,901		161,339		517,774		483,548
Interest expense, net	(44,856)		(45,137)		(135,143)		(134,393)
Other, net	(21,371)		(9,403)		(111,067)		(47,788)
Income before taxes	186,674		106,799		271,564		301,367
Provision for income taxes	46,421		21,840		74,029		49,759
Net income	$	140,253	$	84,959	$	197,535	$	251,608
Basic net income per share	$	0.91	$	0.54	$	1.27	$	1.59
Diluted net income per share	$	0.91	$	0.53	$	1.26	$	1.58

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net income	$	140,253	$	84,959	$	197,535	$	251,608
Other comprehensive income:
Cash flow hedges	10,329		2,975		22,362		18,651
Defined benefit and retiree healthcare plans	577		594		1,385		3,978
Other comprehensive income	10,906		3,569		23,747		22,629
Comprehensive income	$	151,159	$	88,528	$	221,282	$	274,237

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	For the nine months ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net income	$	197,535	$	251,608
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	94,562		94,361
Amortization of debt issuance costs	5,256		5,142
Gain on sale of business	(135,112)		—
Share-based compensation	24,180		18,871
Loss on debt financing	5,468		30,066
Amortization of intangible assets	114,485		101,492
Deferred income taxes	3,313		(2,070)
Acquisition-related compensation payments	(23,500)		(7,000)
Mark-to-market loss on equity investments, net	75,135		—
Unrealized loss on derivative instruments and other	40,702		17,359
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(88,617)		(66,340)
Inventories	(77,059)		(93,651)
Prepaid expenses and other current assets	(24,145)		(14,890)
Accounts payable and accrued expenses	10,928		44,879
Income taxes payable	16,205		13,615
Other	(3,603)		(216)
Net cash provided by operating activities	235,733		393,226
Cash flows from investing activities:
Acquisitions, net of cash received	(632,683)		(414,959)
Additions to property, plant and equipment and capitalized software	(110,424)		(100,410)
Investment in debt and equity securities	(7,773)		(4,655)
Proceeds from the sale of business, net of cash sold	198,841		—

Other	152		3,919
Net cash used in investing activities	(551,887)		(516,105)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	16,460		20,016
Payment of employee restricted stock tax withholdings	(7,834)		(8,987)
Proceeds from borrowings on debt	500,000		1,001,875
Payments on debt	(507,968)		(760,768)
Dividends paid	(34,271)		—
Payments to repurchase ordinary shares	(241,903)		—

Payments of debt financing costs	(13,369)		(33,093)

Net cash (used in)/provided by financing activities	(288,885)		219,043
Net change in cash and cash equivalents	(605,039)		96,164
Cash and cash equivalents, beginning of year	1,708,955		1,861,980
Cash and cash equivalents, end of period	$	1,103,916	$	1,958,144

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(unaudited)


	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Shareholders' Equity
	Number	Amount		Number	Amount
Balance as of June 30, 2022	174,924	$	2,239	(19,269)	$	(978,595)	$	1,841,925	$	2,164,734	$	(6,719)	$	3,023,584
Surrender of shares for tax withholding	—	—		(6)	(257)		—		—		—		(257)
Stock options exercised	45	—		—	—		1,883		—		—		1,883
Vesting of restricted securities	20	1		—	—		—		(1)		—		—
Cash dividends paid	—	—		—	—		—		(17,046)		—		(17,046)
Repurchase of ordinary shares	—	—		(2,346)	(98,446)		—		—		—		(98,446)
Retirement of ordinary shares	(6)	—		6	257		—		(257)		—		—
Share-based compensation	—	—		—	—		8,441		—		—		8,441

Net income	—	—		—	—		—		140,253		—		140,253
Other comprehensive income	—	—		—	—		—		—		10,906		10,906
Balance as of September 30, 2022	174,983	$	2,240	(21,615)	$	(1,077,041)	$	1,852,249	$	2,287,683	$	4,187	$	3,069,318



	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Shareholders' Equity
	Number	Amount		Number	Amount
Balance as of December 31, 2021	174,287	$	2,232	(16,438)	$	(832,439)	$	1,812,244	$	2,132,257	$	(19,560)	$	3,094,734
Surrender of shares for tax withholding	—	—		(157)	(7,834)		—		—		—		(7,834)
Stock options exercised	374	4		—	—		15,825		—		—		15,829
Vesting of restricted securities	479	6		—	—		—		(6)		—		—

Cash dividends paid	—	—		—	—		—		(34,271)		—		(34,271)
Repurchase of ordinary shares	—	—		(5,177)	(244,602)		—		—		—		(244,602)
Retirement of ordinary shares	(157)	(2)		157	7,834		—		(7,832)		—		—
Share-based compensation	—	—		—	—		24,180		—		—		24,180

Net income	—	—		—	—		—		197,535		—		197,535
Other comprehensive income	—	—		—	—		—		—		23,747		23,747
Balance as of September 30, 2022	174,983	$	2,240	(21,615)	$	(1,077,041)	$	1,852,249	$	2,287,683	$	4,187	$	3,069,318


	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Number	Amount		Number	Amount
Balance as of June 30, 2021	174,005	$	2,229	(15,631)	$	(784,596)	$	1,789,863	$	1,936,427	$	(30,475)	$	2,913,448
Surrender of shares for tax withholding	—	—		(18)	(1,039)		—		—		—		(1,039)
Stock options exercised	34	—		—	—		1,290		—		—		1,290
Vesting of restricted securities	58	1		—	—		—		(1)		—		—

Retirement of ordinary shares	(18)	—		18	1,039		—		(1,039)		—		—
Share-based compensation	—	—		—	—		7,396		—		—		7,396

Net income	—	—		—	—		—		84,959		—		84,959
Other comprehensive income	—	—		—	—		—		—		3,569		3,569
Balance as of September 30, 2021	174,079	$	2,230	(15,631)	$	(784,596)	$	1,798,549	$	2,020,346	$	(26,906)	$	3,009,623



	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Number	Amount		Number	Amount
Balance as of December 31, 2020	173,266	$	2,220	(15,631)	$	(784,596)	$	1,759,668	$	1,777,729	$	(49,535)	$	2,705,486
Surrender of shares for tax withholding	—	—		(154)	(8,987)		—		—		—		(8,987)
Stock options exercised	501	6		—	—		20,010		—		—		20,016
Vesting of restricted securities	466	6		—	—		—		(6)		—		—

Retirement of ordinary shares	(154)	(2)		154	8,987		—		(8,985)		—		—
Share-based compensation	—	—		—	—		18,871		—		—		18,871

Net income	—	—		—	—		—		251,608		—		251,608
Other comprehensive income	—	—		—	—		—		—		22,629		22,629
Balance as of September 30, 2021	174,079	$	2,230	(15,631)	$	(784,596)	$	1,798,549	$	2,020,346	$	(26,906)	$	3,009,623

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SENSATA TECHNOLOGIES HOLDING PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 10, 2022 (the "2021 Annual Report").

All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to prior periods to conform to current period presentation.

2. New Accounting Standards

There are no recently issued accounting standards that have been adopted in the current period or will be adopted in future periods that have had or are expected to have a material impact on our consolidated financial position or results of operations.

3. Revenue Recognition

The following table presents net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended September 30, 2022						For the three months ended September 30, 2021
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	525,271	$	8,616	$	533,887	$	488,041	$	9,451	$	497,492
HVOR (1)	229,256		—		229,256		218,425		—		218,425
Industrial	—		147,191		147,191		—		106,809		106,809
Appliance and HVAC (2)	—		51,927		51,927		—		62,793		62,793
Aerospace	—		37,789		37,789		—		34,377		34,377
Other	—		18,218		18,218		—		31,125		31,125
Total	$	754,527	$	263,741	$	1,018,268	$	706,466	$	244,555	$	951,021

___________________________________

(1) Heavy vehicle and off-road

(2) Heating, ventilation and air conditioning


	For the nine months ended September 30, 2022						For the nine months ended September 30, 2021
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,533,865	$	27,833	$	1,561,698	$	1,543,121	$	33,003	$	1,576,124
HVOR	685,241		—		685,241		619,709		—		619,709
Industrial	—		385,470		385,470		—		302,758		302,758
Appliance and HVAC	—		168,427		168,427		—		185,896		185,896
Aerospace	—		109,617		109,617		—		99,847		99,847
Other	—		104,133		104,133		—		101,875		101,875
Total	$	2,219,106	$	795,480	$	3,014,586	$	2,162,830	$	723,379	$	2,886,209

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4. Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Stock options	$	158	$	307	$	467	$	1,072
Restricted securities	8,283		7,089		23,713		17,799
Share-based compensation expense	$	8,441	$	7,396	$	24,180	$	18,871

Equity Awards

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the nine months ended September 30, 2022:


Awards Granted To:	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded that May Vest	Weighted Average Grant Date Fair Value

Directors	RSU (1)	29	N/A	$	46.30
Various executives and employees	RSU (2)	583	N/A	$	49.97
Various executives and employees	PRSU (3)	420	0.0% - 200.0%	$	49.45

____________________________________

(1) These RSUs cliff vest one year from the grant date (May 2023).

(2) These RSUs vest ratably over three years, one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between January 2025 and September 2025.

(3) These PRSUs vest on various dates between April 2025 and September 2025. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

5. Restructuring and Other Charges, Net

The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Q2 2020 Global Restructure Program charges	$	—	$	3,098	$	—	$	8,752
Other restructuring and other charges, net
Severance costs, net	6,249		133		6,836		726
Facility and other exit costs	2,181		541		4,470		1,832
Gain on sale of Qinex Business	(135,112)		—		(135,112)		—
Acquisition-related compensation arrangements	7,359		—		38,448		—
Other (1)	11,882		(3,427)		4,547		(1,354)
Restructuring and other charges, net	$	(107,441)	$	345	$	(80,811)	$	9,956

___________________________________

(1) Primarily includes, in the three and nine months ended September 30, 2022, transaction-related charges to sell the Qinex Business, partially offset in the nine months ended September 30, 2022 by gains related to changes in the fair value of acquisition-related contingent consideration amounts. Refer to Note 16: Acquisitions and Divestitures for additional information.

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The following table presents a rollforward of the severance portion of our restructuring obligations for the nine months ended September 30, 2022.


	Q2 2020 Global Restructure Program		Other		Total
Balance as of December 31, 2021	$	3,853	$	3,380	$	7,233
Charges, net of reversals	—		6,836		6,836
Payments	(3,129)		(2,323)		(5,452)
Foreign currency remeasurement	(90)		(281)		(371)
Balance as of September 30, 2022	$	634	$	7,612	$	8,246

The severance liability as of September 30, 2022 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

6. Other, Net

The following table presents the components of other, net for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Currency remeasurement (loss)/gain on net monetary assets	$	(12,583)	$	(324)	$	(26,740)	$	187
Gain/(loss) on foreign currency forward contracts	6,178		(2,414)		8,100		(4,791)
Loss on commodity forward contracts	(5,773)		(6,495)		(14,603)		(6,462)
Loss on debt financing	(5,468)		—		(5,468)		(30,066)
Mark-to-market loss on investments, net	(4,035)		—		(75,135)		—
Net periodic benefit cost, excluding service cost	(868)		(1,053)		(2,262)		(5,731)
Other	1,178		883		5,041		(925)
Other, net	$	(21,371)	$	(9,403)	$	(111,067)	$	(47,788)

7. Income Taxes

The following table presents the provision for income taxes for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021


Provision for income taxes	$	46,421	$	21,840	$	74,029	$	49,759

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 (c) changes in withholding taxes on unremitted earnings. Other items impacting deferred tax expense include changes in tax rates and changes in our assessment of the realizability of our deferred tax assets.

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8. Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2022 and 2021 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:


	For the three months ended		For the nine months ended
	September 30, 2022	September 30, 2021	September 30, 2022	September 30, 2021
Basic weighted-average ordinary shares outstanding	154,474	158,394	156,124	158,122
Dilutive effect of stock options	107	603	256	660
Dilutive effect of unvested restricted securities	362	482	475	569
Diluted weighted-average ordinary shares outstanding	154,943	159,479	156,855	159,351

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. These potential ordinary shares were as follows:


	For the three months ended		For the nine months ended
	September 30, 2022	September 30, 2021	September 30, 2022	September 30, 2021
Anti-dilutive shares excluded	1,917	9	1,116	8
Contingently issuable shares excluded	1,513	1,072	1,299	1,037

9. Inventories

The following table presents the components of inventories as of September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
Finished goods	$	223,607	$	201,424
Work-in-process	111,823		101,558
Raw materials	340,432		285,249
Inventories	$	675,862	$	588,231

10. Pension and Other Post-Retirement Benefits

The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2022 and 2021:


	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2022		2021		2022		2021		2022		2021		2022		2021
Service cost	$	—	$	—	$	2	$	2	$	958	$	725	$	960	$	727
Interest cost	113		167		22		21		417		405		552		593
Expected return on plan assets	(195)		(226)		—		—		(214)		(177)		(409)		(403)
Amortization of net loss/(gain)	226		243		(43)		—		327		461		510		704
Amortization of prior service (credit)/cost	—		—		(100)		(159)		2		3		(98)		(156)
Loss on settlement	313		315		—		—		—		—		313		315

Net periodic benefit cost/(credit)	$	457	$	499	$	(119)	$	(136)	$	1,490	$	1,417	$	1,828	$	1,780

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The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2022 and 2021:


	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2022		2021		2022		2021		2022		2021		2022		2021
Service cost	$	—	$	—	$	6	$	6	$	2,896	$	3,028	$	2,902	$	3,034
Interest cost	339		407		86		63		1,267		1,210		1,692		1,680
Expected return on plan assets	(585)		(678)		—		—		(700)		(534)		(1,285)		(1,212)
Amortization of net loss/(gain)	593		1,045		(86)		—		935		1,382		1,442		2,427
Amortization of prior service (credit)/cost	—		—		(300)		(477)		7		19		(293)		(458)
Loss on settlement	706		3,294		—		—		—		—		706		3,294

Net periodic benefit cost/(credit)	$	1,053	$	4,068	$	(294)	$	(408)	$	4,405	$	5,105	$	5,164	$	8,765

Components of net periodic benefit cost/(credit) other than service cost are presented in other, net in the condensed consolidated statements of operations. Refer to Note 6: Other, Net.

11. Debt

The following table presents the components of long-term debt, finance lease and other financing obligations as of September 30, 2022 and December 31, 2021:


	Maturity Date	September 30, 2022		December 31, 2021
Term Loan	September 20, 2026	$	447,992	$	451,465
4.875% Senior Notes	October 15, 2023	—		500,000
5.625% Senior Notes	November 1, 2024	400,000		400,000
5.0% Senior Notes	October 1, 2025	700,000		700,000

4.375% Senior Notes	February 15, 2030	450,000		450,000
3.75% Senior Notes	February 15, 2031	750,000		750,000
4.0% Senior Notes	April 15, 2029	1,000,000		1,000,000
5.875% Senior Notes	September 1, 2030	500,000		—

Less: debt discount, net of premium		(3,740)		(5,207)
Less: deferred financing costs		(30,952)		(26,682)
Less: current portion		(4,630)		(4,630)
Long-term debt, net		$	4,208,670	$	4,214,946

Finance lease and other financing obligations		$	27,086	$	28,767
Less: current portion		(1,906)		(2,203)
Finance lease and other financing obligations, less current portion		$	25,180	$	26,564

Our debt consists of secured credit facilities and various tranches of senior unsecured notes. Refer to Note 14: Debt of our 2021 Annual Report for additional information related to our existing indebtedness.

Secured Credit Facilities

On June 23, 2022, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc. ("STI"), Sensata Technologies Intermediate Holding B.V. ("STIHBV"), and Sensata Technologies B.V. (“STBV”), entered into an amendment (the “Eleventh Amendment”) to (i) the credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement”), and (ii) the Foreign Guaranty, dated as of May 12, 2011.

Among other changes to the Credit Agreement, the Eleventh Amendment (i) increased the aggregate principal amount of the revolving credit facility under the Credit Agreement (the "Revolving Credit Facility") to $750.0 million; (ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the term loan under the Credit Agreement (the "Term Loan") is not refinanced with a maturity date that is on or after June 23, 2027); (iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the

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Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions; (iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S. dollars, an interest rate based on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York and (b) for revolving credit loans denominated in pounds sterling, an interest rate based on the Sterling Overnight Index Average ("SONIA"); and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder.

As of September 30, 2022, we had $746.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2022, no amounts had been drawn against these outstanding letters of credit.

5.875% Senior Notes

On August 29, 2022, STBV completed the issuance and sale of $500.0 million aggregate principal amount of 5.875% senior notes due 2030 (the "5.875% Senior Notes"). The 5.875% Senior Notes were issued under an indenture dated as of August 29, 2022 among STBV, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "5.875% Senior Notes Indenture").

The 5.875% Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries to, among other things: incur liens; engage in sale and leaseback transactions; with respect to any subsidiary of STBV, incur indebtedness without such subsidiary’s guaranteeing the 5.875% Senior Notes; or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth in the 5.875% Senior Notes Indenture.

The 5.875% Senior Notes bear interest at 5.875% per year and mature on September 1, 2030. Interest is payable semi-annually on September 1 and March 1 of each year, commencing on March 1, 2023. The 5.875% Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STI and an issuer or a guarantor under our existing senior notes as follows: STBV's 5.625% Senior Notes due 2024, 5.0% Senior Notes due 2025, and 4.0% Senior Notes due 2029; and STI's 4.375% Senior Notes due 2030 and 3.75% Senior Notes due 2031.

At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 5.875% Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date:


Period beginning September 1,	Price
2025	102.398	%
2026	101.469	%
2027 and thereafter	100.000	%

In addition, at any time prior to September 1, 2025, STBV may redeem up to 40% of the principal amount of the outstanding 5.875% Senior Notes (including additional 5.875% Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 5.875% Senior Notes (including additional 5.875% Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 5.875% Senior Notes will have the right to require STBV to repurchase the 5.875% Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STBV may, at its option, redeem the 5.875% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the redemption date, premium, if any, and all Additional Amounts (as defined in the 5.875% Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

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4.875% Senior Notes Redemption

On August 29, 2022, we announced that we intended to redeem in full the $500.0 million aggregate principal amount outstanding on our 4.875% senior notes due 2023 (the "4.875% Senior Notes"). We redeemed the 4.875% Senior Notes on September 28, 2022 in accordance with the terms of the indenture under which the 4.875% Senior Notes were issued and the terms of the notice of redemption at a price of 101.0% of the aggregate principal amount of the outstanding 4.875% Senior Notes (which includes the applicable premium), plus accrued and unpaid interest to (but not including) the redemption date.

Accounting for Debt Financing Transactions

We account for our debt financing transactions as disclosed in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report.

In the nine months ended September 30, 2022, in connection with the entry into the Eleventh Amendment, we recognized $2.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets. In the three months ended September 30, 2022, in connection with the issuance of the 5.875% Senior Notes, we capitalized $5.9 million of deferred financing costs, which are presented on the condensed consolidated balance sheets as a reduction of long-term debt. In connection with the redemption of the 4.875% Senior Notes, we recognized a loss of $5.5 million, presented in other, net, related to the redemption premium of $5.0 million and the write-off of unamortized deferred financing costs and debt discounts.

In the nine months ended September 30, 2021, in connection with the redemption of $750.0 million aggregate principal amount of 6.25% senior notes due 2026 (the "6.25% Senior Notes"), we recognized a loss of $30.1 million, which included $23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, accrued interest totaled $54.9 million and $45.1 million, respectively.

12. Commitments and Contingencies

We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.

13. Shareholders' Equity

Cash Dividends

On August 24, 2022, we paid a cash dividend of $0.11 per share, or $17.0 million in aggregate, to shareholders of record as of August 10, 2022.

Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board at any time. On January 20, 2022, we announced that our Board of Directors had authorized a new $500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $500.0 million program approved in July 2019, which had availability of $254.5 million as of December 31, 2021. As of September 30, 2022, $272.2 million remained available for repurchase under the January 2022 Program.

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Accumulated Other Comprehensive Income/(Loss)

The following table presents the components of accumulated other comprehensive income/(loss) for the nine months ended September 30, 2022:


	Cash Flow Hedges		Defined Benefit and Retiree Healthcare Plans		Accumulated Other Comprehensive Income/(Loss)
Balance as of December 31, 2021	$	16,831	$	(36,391)	$	(19,560)
Other comprehensive income before reclassifications, net of tax	48,437		—		48,437
Reclassifications from accumulated other comprehensive income/(loss), net of tax	(26,075)		1,385		(24,690)
Other comprehensive income	22,362		1,385		23,747
Balance as of September 30, 2022	$	39,193	$	(35,006)	$	4,187

The following table presents the amounts reclassified from accumulated other comprehensive income/(loss) for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended September 30,				For the nine months ended September 30,				Affected Line in Condensed Consolidated Statements of Operations
Component	2022		2021		2022		2021
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	(14,909)	$	1,976	$	(28,649)	$	9,816	Net revenue (1)
Foreign currency forward contracts	(1,260)		(3,557)		(6,492)		(6,324)		Cost of revenue (1)

Total, before taxes	(16,169)		(1,581)		(35,141)		3,492		Income before taxes
Income tax effect	4,172		395		9,066		(873)		Provision for income taxes
Total, net of taxes	$	(11,997)	$	(1,186)	$	(26,075)	$	2,619	Net income

Defined benefit and retiree healthcare plans	$	725	$	863	$	1,855	$	5,263	Other, net (2)


Income tax effect	(148)		(269)		(470)		(1,285)		Provision for income taxes
Total, net of taxes	$	577	$	594	$	1,385	$	3,978	Net income

___________________________________

(1) Refer to Note 15: Derivative Instruments and Hedging Activities for additional information on amounts to be reclassified from accumulated other comprehensive income/(loss) in future periods.

(2) Refer to Note 10: Pension and Other Post-Retirement Benefits for additional information on net periodic benefit cost/(credit).

14. Fair Value Measures

Measured on a Recurring Basis

The fair values of our derivative assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.


	September 30, 2022		December 31, 2021
Assets
Foreign currency forward contracts	$	65,808	$	25,112
Commodity forward contracts	303		2,979
Total	$	66,111	$	28,091

Liabilities
Foreign currency forward contracts	$	13,087	$	3,073
Commodity forward contracts	14,297		4,492
Total	$	27,384	$	7,565

Refer to Note 15: Derivative Instruments and Hedging Activities for additional information related to our forward contracts.

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Quanergy

As of December 31, 2021, we held a $50.0 million investment in Quanergy Systems, Inc. ("Quanergy") Series B Preferred Stock (the "Series B Investment"). The Series B Investment did not have a readily determinable fair value and was held using the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

On June 22, 2021, Quanergy announced that it had entered into a definitive business combination agreement (the "Merger Agreement") with CITIC Capital Acquisition Corp ("CITIC") (NYSE: CCAC). On July 16, 2021, CITIC filed a Registration Statement on Form S-4 (together with subsequent amendments, the "SPAC Form S-4") with the SEC, the effectiveness of which was a condition to closing of the business combination (the "SPAC Merger"). At December 31, 2021, we assessed our investment in Quanergy based on the proposed terms of the Merger Agreement and concluded that there were no indicators of impairment.

On January 6, 2022, the SPAC Form S-4 was declared effective by the SEC. An extraordinary general meeting of shareholders of CITIC was held on January 31, 2022, at which time the SPAC Merger was approved. The SPAC Merger closed on February 8, 2022. Beginning on February 9, 2022, the combined company, which retained the name "Quanergy Systems, Inc.," was listed on the New York Stock Exchange (the "NYSE") under the ticker symbol QNGY.

Upon closing of the SPAC Merger, our investment in Quanergy comprised the following:

•5.0 million common shares, which represented the conversion of the $50.0 million Series B Investment (at a $10.00 per common share implied valuation);

•750 thousand common shares, purchased in exchange for a $7.5 million contribution as part of a private investment in public equity ("PIPE") subscription agreement; and

•2.5 million warrants (the "Warrants"), each of which represent the right to purchase one common share at a price of $0.01 per share, received from Quanergy as up-front consideration for a four-year technical and marketing support agreement (the "Support Agreement").

The 5.75 million common share investment in Quanergy (including the investment in the PIPE) has a historical cost basis of $57.5 million. The fair value of the Warrants was determined to be equal to their intrinsic value at closing of the SPAC Merger in accordance with the guidance in FASB ASC Topic 815, Derivatives and Hedging. At closing of the SPAC Merger, the common shares underlying the Warrants were valued at $7.05 per share (the closing market price on February 8, 2022). The intrinsic value of the Warrants, reflecting the $0.01 exercise price, was $17.6 million, which was recorded as deferred income.

The following table presents a summary of our investment in Quanergy, presented in other assets on our condensed consolidated balance sheets, at certain dates since December 31, 2021:


	As of
	September 30, 2022		June 30, 2022		February 8, 2022		December 31, 2021
Price per share (1)	$	0.21	$	0.41	$	7.05	N/A
Total shares of Quanergy held, including Warrants (in millions) (1)	8.25		8.25		8.25		N/A

Series B Investment	$	—	$	—	$	—	$	50,000
Common shares (2)	1,553		3,075		50,000		—
PIPE investment	155		308		7,500		—
Warrants (2)	—		—		17,600		—


Total equity investment in Quanergy	$	1,708	$	3,383	$	75,100	$	50,000

___________________________________

(1) Represents common share price and shares held, unadjusted for a 1-to-20 reverse stock split effective after market close on October 6, 2022. Upon execution of the reverse stock split, our holdings of Quanergy common stock (including the PIPE investment) declined to approximately 0.4 million shares, with no impact on fair value. The split-adjusted stock price after close of business on September 30, 2022 was $4.14 per share. Beginning October 7, 2022, Quanergy common stock began trading on a split-adjusted basis.

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(2) In the three months ended June 30, 2022, we converted the Warrants into common shares. Accordingly, as of September 30, 2022, we had 7.5 million common shares outstanding (excluding the PIPE investment), compared to 5.0 million common shares outstanding as of February 8, 2022.

The following table presents a summary of recorded losses related to our equity investment in Quanergy, presented in other, net on our condensed consolidated statements of operations:


	For the three months ended September 30, 2022		For the nine months ended September 30, 2022
Mark-to-market loss	$	(1,675)	$	(73,392)

As noted above, in exchange for the Warrants, we entered into the Support Agreement, whereby we agreed to provide technical and business development services to Quanergy for a term of four years from the effective date of February 8, 2022. This transaction is an exchange of noncash consideration for services and was accounted for under FASB ASC Topic 845, Nonmonetary Transactions, using the fair value of the Warrants at February 8, 2022 ($17.6 million) as the measure of compensation received. We have deferred this consideration and are recognizing it in earnings on a straight-line basis over the term of the agreement (48 months).

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2021 and determined that they were not impaired. No events or changes in circumstances occurred in the nine months ended September 30, 2022 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

In July 2022, we sold various assets and liabilities comprising our semiconductor test and thermal business (collectively, the “Qinex Business”). Refer to Note 16: Acquisitions and Divestitures for additional information. We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.


	September 30, 2022				December 31, 2021
	Carrying Value(1)		Fair Value		Carrying Value(1)		Fair Value
Liabilities
Term Loan	$	447,992	$	444,632	$	451,465	$	450,901
4.875% Senior Notes	$	—	$	—	$	500,000	$	526,250
5.625% Senior Notes	$	400,000	$	394,000	$	400,000	$	438,000
5.0% Senior Notes	$	700,000	$	661,500	$	700,000	$	759,500

4.375% Senior Notes	$	450,000	$	373,500	$	450,000	$	479,250
3.75% Senior Notes	$	750,000	$	579,375	$	750,000	$	747,188
4.0% Senior Notes	$	1,000,000	$	820,000	$	1,000,000	$	1,022,500
5.875% Senior Notes	$	500,000	$	463,750	$	—	$	—

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(1) Excluding any related debt discounts, premiums, and deferred financing costs.

Cash and cash equivalents are carried at cost, which approximates fair value because of their short-term nature.

In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values.

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Refer to the table below for the carrying values of equity investments using the measurement alternative, which are presented as a component of other assets in the condensed consolidated balance sheets.


	September 30, 2022		December 31, 2021
Quanergy Systems, Inc. (1)	$	—	$	50,000
Other	15,000		15,000

Total	$	15,000	$	65,000

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(1) As of September 30, 2022, Quanergy is no longer classified as an equity investment without a readily determinable fair value. See additional discussion under the heading Quanergy elsewhere in this Note.

15. Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three and nine months ended September 30, 2022 and 2021, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of September 30, 2022, we estimated that $46.4 million of net gains will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending September 30, 2023.

As of September 30, 2022, we had the following outstanding foreign currency forward contracts:

Notional
(in millions)

Effective Date(s)

Maturity Date(s)

Index (Exchange Rates)

Weighted-Average Strike Rate

Hedge

Designation (1)

32.0 EUR

September 28, 2022

October 31, 2022

Euro ("EUR") to USD

0.96 USD

Not designated

364.7 EUR

Various from October 2020 to September 2022

Various from October 2022 to September 2024

EUR to USD

1.13 USD

Cash flow hedge

471.0 CNY

September 27, 2022

October 31, 2022

USD to Chinese Renminbi ("CNY")

7.14 CNY

Not designated

378.1 CNY

Various from October 2021 to March 2022

Various from October to December 2022

USD to CNY

6.47 CNY

Cash flow hedge

21,673.3 KRW

Various from November 2020 to September 2022

Various from October 2022 to August 2024

USD to Korean Won ("KRW")

1,208.00 KRW

Cash flow hedge

23.0 MYR

September 27, 2022

October 31, 2022

USD to Malaysian Ringgit ("MYR")

4.63 MYR

Not designated

266.0 MXN

September 28, 2022

October 31, 2022

USD to Mexican Peso ("MXN")

20.43 MXN

Not designated

3,525.3 MXN

Various from October 2020 to September 2022

Various from October 2022 to September 2024

USD to MXN

22.20 MXN

Cash flow hedge

10.0 GBP

September 28, 2022

October 31, 2022

British Pound Sterling ("GBP") to USD

1.06 USD

Not Designated

60.2 GBP

Various from October 2020 to September 2022

Various from October 2022 to September 2024

GBP to USD

1.29 USD

Cash flow hedge

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(1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes.

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Hedges of Commodity Risk

As of September 30, 2022, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815:

Commodity

Notional

Remaining Contracted Periods

Weighted-Average Strike Price Per Unit

Silver

983,717 troy oz.

October 2022 to July 2024

$23.89

Gold

7,757 troy oz.

October 2022 to July 2024

$1,861.62

Nickel

255,206 pounds

October 2022 to July 2024

$10.27

Aluminum

4,225,448 pounds

October 2022 to July 2024

$1.23

Copper

8,124,126 pounds

October 2022 to July 2024

$4.23

Platinum

11,503 troy oz.

October 2022 to July 2024

$1,000.80

Palladium

1,340 troy oz.

October 2022 to July 2024

$2,291.99

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021:


	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2022		December 31, 2021		Balance Sheet Location	September 30, 2022		December 31, 2021
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	55,457	$	20,562	Accrued expenses and other current liabilities	$	9,630	$	1,981
Foreign currency forward contracts	Other assets	10,251		4,391		Other long-term liabilities	2,651		904
Total		$	65,708	$	24,953		$	12,281	$	2,885
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	218	$	2,583	Accrued expenses and other current liabilities	$	11,338	$	3,422
Commodity forward contracts	Other assets	85		396		Other long-term liabilities	2,959		1,070
Foreign currency forward contracts	Prepaid expenses and other current assets	100		159		Accrued expenses and other current liabilities	806		188
Total		$	403	$	3,138		$	15,103	$	4,680

These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended September 30, 2022 and 2021:


Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income				Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net Income
	2022		2021			2022		2021
Foreign currency forward contracts	$	35,324	$	9,379	Net revenue	$	14,909	$	(1,976)
Foreign currency forward contracts	$	(5,204)	$	(3,832)	Cost of revenue	$	1,260	$	3,557


Derivatives not designated as hedging instruments	Amount of (Loss)/Gain Recognized in Net Income				Location of (Loss)/Gain Recognized in Net Income
	2022		2021
Commodity forward contracts	$	(5,773)	$	(6,495)	Other, net
Foreign currency forward contracts	$	6,178	$	(2,414)	Other, net

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Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income				Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net Income
	2022		2021			2022		2021
Foreign currency forward contracts	$	69,102	$	21,825	Net revenue	$	28,649	$	(9,816)
Foreign currency forward contracts	$	(3,824)	$	(449)	Cost of revenue	$	6,492	$	6,324


Derivatives not designated as hedging instruments	Amount of (Loss)/Gain Recognized in Net Income				Location of (Loss)/Gain Recognized in Net Income
	2022		2021
Commodity forward contracts	$	(14,603)	$	(6,462)	Other, net
Foreign currency forward contracts	$	8,100	$	(4,791)	Other, net

Credit Risk Related Contingent Features

We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of September 30, 2022, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $27.8 million. As of September 30, 2022, we had not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

16. Acquisitions and Divestitures

Acquisitions

Spear Power Systems

On November 19, 2021, we acquired all of the equity interests of Spear Power Systems ("Spear"), a leader in electrification solutions that supports our newly-established Clean Energy Solutions business unit, for an aggregate purchase price of $113.7 million, subject to certain post-closing items, including a contingent consideration arrangement whereby we may be required to pay up to an additional $30.0 million to the selling shareholders. Using a present value technique, we estimated the acquisition-date fair value of the contingent consideration arrangement to be $8.6 million, which is reflected in the aggregate purchase price. As of September 30, 2022, having evaluated updated financial forecasts, and have determined that the fair value of the contingent consideration arrangement as of September 30, 2022 is $0.0 million, which is unchanged from its fair value as of June 30, 2022. Accordingly, a gain of $8.6 million for the nine months ended September 30, 2022 was recognized in earnings and presented in restructuring and other charges, net. We are integrating Spear into the Sensing Solutions reportable segment.

As of September 30, 2022, the allocation of purchase price of Spear is preliminary and is based on management's judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. Refer to Note 21: Acquisitions of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report for detailed information regarding the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of December 31, 2021.

SmartWitness Holdings, Inc.

On November 19, 2021, we acquired all of the equity interests of SmartWitness Holdings, Inc. ("SmartWitness"), a privately held innovator of video telematics technology for heavy- and light-duty fleets, for an aggregate purchase price of $206.4 million, including $204.2 million of cash paid at closing, subject to certain post-closing items. In addition to the aggregate purchase price, we paid $8.6 million of cash at closing related to an employee retention arrangement. We are integrating SmartWitness into the Performance Sensing reportable segment.

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As of September 30, 2022, the allocation of purchase price of SmartWitness is preliminary and is based on management's judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. Refer to Note 21: Acquisitions of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report for detailed information regarding the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of December 31, 2021.

Elastic M2M Inc.

On February 11, 2022, we acquired all of the equity interests of Elastic M2M Inc. ("Elastic M2M") for an aggregate cash purchase price of $51.6 million, subject to certain post-closing items. In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M are entitled to up to $30.0 million of additional acquisition-related incentive compensation, pending the completion of certain technical milestones in fiscal year 2022 and achievement of financial targets in fiscal years 2022 and 2023. In three and nine months ended September 30, 2022, we recognized $2.0 million and $20.4 million, respectively, of that acquisition-related incentive compensation. This incentive compensation is recorded in restructuring and other charges, net. We paid $15.0 million of this acquisition-related incentive compensation in the nine months ended September 30, 2022, which is reflected as an operating cash outflow on our condensed consolidated statement of cash flows.

Elastic M2M is a privately-held innovator of connected intelligence for operational assets across heavy-duty transport, warehouse, supply chain and logistics, industrial, light-duty passenger car, and a variety of other industry segments. Elastic M2M primarily serves telematics service providers and resellers, enabling them to leverage Elastic M2M’s cloud platform and analytics capabilities to deliver sensor-based operational insights to their end users. This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights, an increasingly important capability in this fast-growing industry segment. We are integrating Elastic M2M into the Performance Sensing reportable segment.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:


Net working capital, excluding cash	$	35
Goodwill	24,708
Other intangible assets	33,500
Deferred income tax liabilities	(8,222)
Fair value of net assets acquired, excluding cash and cash equivalents	50,021
Cash and cash equivalents	1,597
Fair value of net assets acquired	$	51,618

The allocation of purchase price of Elastic M2M is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill of $24.7 million recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the preliminary allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their preliminary estimated fair values, and weighted-average lives:


	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets
Customer relationships	$	23,300	13
Completed technologies	10,200		10


Total definite-lived intangible assets acquired	$	33,500	12

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The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies, and we used the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future net cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships.

Dynapower

On July 12, 2022, we completed the acquisition of all of the outstanding equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $577.7 million, subject to certain post-closing items. Dynapower also provides aftermarket sales and service to maintain its equipment in the field.

Dynapower will be a foundational addition to our Clean Energy Solutions strategy and will complement our recent acquisitions of GIGAVAC, Lithium Balance, and Spear. We are integrating Dynapower into our Sensing Solutions reportable segment.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:


Net working capital, excluding cash	$	25,333

Goodwill	357,380
Other intangible assets	229,100
Net long-term other liabilities	(38,483)


Fair value of net assets acquired, excluding cash and cash equivalents	573,330
Cash and cash equivalents	4,410
Fair value of net assets acquired	$	577,740

The allocation of purchase price of Dynapower is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $357.4 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The goodwill recognized in this acquisition will not be deductible for tax purposes.


	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets
Customer relationships	$	145,600	11
Completed technologies	75,700		10
Tradenames	7,800		10

Total definite-lived intangible assets acquired	$	229,100	11

The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future net cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships.

Divestiture - Qinex Business

On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell the Qinex Business to LTI Holdings, Inc. ("LTI") in exchange for consideration of approximately $219.0 million, subject to working capital and other adjustments. Concurrent with the execution of the APA, the parties entered into a Contract Manufacturing Agreement ("CMA") and a Transition Services Agreement ("TSA"), each for nominal consideration.

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The CMA commenced at closing of the transaction ("Closing") and has a term of either six or nine months, depending on the manufacturing site. LTI also has the option of extending each contract for an additional three months. The period from Closing to the end of the CMA term (including extensions, if any) is referred to as the "Transition Period." The terms of the CMA require that we provide manufacturing and distribution services for the Transition Period. The TSA commences at Closing and has a term that varies depending on the nature of the support services, ranging from one month to the entirety of the Transition Period. The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to LTI.

Closing occurred in July 2022, at which time assets of approximately $70 million (including allocated goodwill of $45 million) and liabilities of approximately $2 million transferred to LTI. Transferred assets and liabilities excluded inventories and accounts payable, which will transfer to LTI at the end of the Transition Period. We received cash consideration of $198.8 million at Closing, which is presented as an investing cash flow for the nine months ended September 30, 2022. Cash consideration received at Closing excludes amounts held in escrow until various milestones are met through the Transition Period. We received an additional $5.0 million in August 2022 following fulfillment of a portion of our TSA obligations, which is presented as an operating cash inflow. In the three months ended September 30, 2022, we recognized a pre-tax gain of approximately $135.1 million. In the three and nine months ended September 30, 2022, we recognized approximately $13.5 million and $15.6 million, respectively, of transaction-related charges to sell the Qinex Business. Each of the gain on sale and transaction costs are presented in restructuring and other charges, net in our condensed consolidated statements of operations for the three and nine months ended September 30, 2022. Refer to Note 5: Restructuring and Other Charges, Net.

The Qinex Business manufactures semiconductor burn-in test sockets and thermal control solutions and was formed through the combination of Sensata’s semiconductor interconnect business with Wells-CTI in 2012. The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit). We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

17. Segment Reporting

We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, which meet the criteria for aggregation in FASB ASC Topic 280, Segment Reporting. The Sensing Solutions reportable segment is also an operating segment.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions. Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report.

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The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three and nine months ended September 30, 2022 and 2021:


	For the three months ended				For the nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net revenue:
Performance Sensing	$	754,527	$	706,466	$	2,219,106	$	2,162,830
Sensing Solutions	263,741		244,555		795,480		723,379
Total net revenue	$	1,018,268	$	951,021	$	3,014,586	$	2,886,209
Segment operating income (as defined above):
Performance Sensing	$	188,560	$	193,742	$	554,717	$	591,650
Sensing Solutions	73,622		75,262		225,625		218,705
Total segment operating income	262,182		269,004		780,342		810,355
Corporate and other	(76,409)		(72,749)		(228,894)		(215,359)
Amortization of intangible assets	(40,313)		(34,571)		(114,485)		(101,492)
Restructuring and other charges, net	107,441		(345)		80,811		(9,956)
Operating income	252,901		161,339		517,774		483,548
Interest expense, net	(44,856)		(45,137)		(135,143)		(134,393)
Other, net	(21,371)		(9,403)		(111,067)		(47,788)
Income before taxes	$	186,674	$	106,799	$	271,564	$	301,367

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Cautionary Statements Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 included in our 2021 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

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

The following discussion and analysis of our financial condition and results of operations supplements, and should be read in conjunction with, the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2021 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages in the following discussions have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Overview

For the three and nine months ended September 30, 2022, net revenue increased 7.1% and 4.4%, respectively, from the corresponding periods of fiscal year 2021. For the three and nine months ended September 30, 2022, operating income increased 56.8% and 7.1%, respectively, to $252.9 million (24.8% of net revenue) and $517.8 million (17.2% of net revenue), respectively, compared to $161.3 million (17.0% of net revenue) and $483.5 million (16.8% of net revenue), respectively, in the corresponding periods of fiscal year 2021. For the three and nine months ended September 30, 2022, income before taxes increased to $186.7 million and $271.6 million, respectively, compared to $106.8 million and $301.4 million, respectively, in the corresponding periods of fiscal year 2021. Refer to discussion of the drivers of these changes under the heading Results of Operations included elsewhere in this Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").

Acquisitions and Dispositions

Refer to Note 16: Acquisitions and Divestitures of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information related to the below.

In the first quarter of 2022, we completed the strategic acquisition of Elastic M2M for $51.6 million. Elastic M2M is a privately-held innovator of connected intelligence for operational assets across heavy-duty transport, warehouse, supply chain and logistics, industrial, light-duty passenger car, and a variety of other industry segments. Elastic M2M primarily serves telematics service providers and resellers, enabling them to leverage Elastic M2M’s cloud platform and analytics capabilities to deliver sensor-based operational insights to their end users. This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights, an increasingly important capability in this fast-growing industry segment.

On July 12, 2022, we completed the acquisition of Dynapower, a leading provider of high-voltage power conversion solutions for clean energy segments, for an aggregate cash purchase price of $577.7 million, subject to certain post-closing items.

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Dynapower is a leader in power conversion systems including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications. Dynapower also provides aftermarket sales and service to maintain its equipment in the field. We acquired Dynapower as a foundational addition to our Clean Energy Solutions strategy and complement to our recent acquisitions of GIGAVAC, Lithium Balance, and Spear. Dynapower's revenue is expected to exceed $100 million on an annualized basis in 2022 with projected revenue growth in excess of 30% over the next several years.

In July 2022, we sold the Qinex Business to LTI for total consideration of approximately $219.0 million, subject to working capital and other adjustments. The Qinex Business manufactures semiconductor burn-in test sockets and thermal control solutions and was formed through the combination of Sensata’s semiconductor interconnect business with Wells-CTI in 2012. The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit). We received consideration at Closing of approximately $198.8 million and recognized a pre-tax gain of approximately $135.1 million in the three months ended September 30, 2022.

Results of Operations

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, 2022 compared to the three and nine months ended September 30, 2021. We have derived the results of operations from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the three months ended								For the nine months ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	Amount		Margin*		Amount		Margin*		Amount		Margin*		Amount		Margin*
Net revenue:
Performance Sensing	$	754.5	74.1	%	$	706.5	74.3	%	$	2,219.1	73.6	%	$	2,162.8	74.9	%
Sensing Solutions	263.7		25.9		244.6		25.7		795.5		26.4		723.4		25.1
Net revenue	1,018.3		100.0		951.0		100.0		3,014.6		100.0		2,886.2		100.0






Operating costs and expenses	765.4		75.2		789.7		83.0		2,496.8		82.8		2,402.7		83.2
Operating income	252.9		24.8		161.3		17.0		517.8		17.2		483.5		16.8
Interest expense, net	(44.9)		(4.4)		(45.1)		(4.7)		(135.1)		(4.5)		(134.4)		(4.7)
Other, net	(21.4)		(2.1)		(9.4)		(1.0)		(111.1)		(3.7)		(47.8)		(1.7)
Income before taxes	186.7		18.3		106.8		11.2		271.6		9.0		301.4		10.4
Provision for income taxes	46.4		4.6		21.8		2.3		74.0		2.5		49.8		1.7
Net income	$	140.3	13.8	%	$	85.0	8.9	%	$	197.5	6.6	%	$	251.6	8.7	%

___________________________________

* Represents the amount presented divided by total net revenue.

Net Revenue

Net revenue for the three months ended September 30, 2022 increased 7.1% compared to the three months ended September 30, 2021. Excluding a decrease of 3.3% attributed to changes in foreign currency exchange rates and an increase of 3.3% due to the net effect of acquisitions and divestitures, net revenue for the three months ended September 30, 2022 increased 7.1% on an organic basis, representing market outgrowth of 650 basis points.

Net revenue for the nine months ended September 30, 2022 increased 4.4% compared to the nine months ended September 30, 2021. Excluding a decrease of 2.1% attributed to changes in foreign currency exchange rates and an increase of 3.4% due to the net effect of acquisitions and divestitures, net revenue for the nine months ended September 30, 2022 increased 3.1% on an organic basis, representing market outgrowth of 700 basis points.

Organic revenue growth (or decline), discussed throughout this MD&A, is a financial measure not presented in accordance with U.S. GAAP. Refer to the section entitled Non-GAAP Financial Measures below for additional information related to our use of organic revenue growth (or decline).

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Performance Sensing

Performance Sensing net revenue for the three months ended September 30, 2022 increased 6.8% compared to the three months ended September 30, 2021. Excluding a decrease of 3.6% attributed to changes in foreign currency exchange rates and an increase of 3.2% due to the effect of acquisitions, Performance Sensing net revenue for the three months ended September 30, 2022 increased 7.2% on an organic basis. Both automotive and HVOR contributed to these results as discussed below.

Automotive net revenue for the three months ended September 30, 2022 grew 7.6% compared to the three months ended September 30, 2021. Excluding a decline of 4.3% attributed to changes in foreign currency exchange rates, Automotive net revenue for the three months ended September 30, 2022 grew 11.9% on an organic basis, primarily due to improved market performance and market outgrowth, partially offset by the net impacts of original equipment manufacturer efforts to replenish and reduce channel inventory in 2021 and 2022, respectively. HVOR net revenue for the three months ended September 30, 2022 grew 5.0% compared to the three months ended September 30, 2021. Excluding a decline of 2.2% attributed to changes in foreign currency exchange rates and an increase of 10.6% due to the effect of acquisitions, HVOR net revenue for the three months ended September 30, 2022 declined 3.4% on an organic basis. This was primarily due to declining market conditions and the impacts of original equipment manufacturer efforts to replenish channel inventory in 2021, partially offset by market outgrowth.

Performance Sensing net revenue for the nine months ended September 30, 2022 increased 2.6% compared to the nine months ended September 30, 2021. Excluding a decrease of 2.2% attributed to changes in foreign currency exchange rates and an increase of 3.7% due to the effect of acquisitions, Performance Sensing net revenue for the nine months ended September 30, 2022 increased 1.1% on an organic basis. Both automotive and HVOR contributed to these results as discussed below.

Automotive net revenue for the nine months ended September 30, 2022 declined 0.6% compared to the nine months ended September 30, 2021. Excluding a decrease of 2.4% attributed to changes in foreign currency exchange rates, automotive net revenue for the nine months ended September 30, 2022 grew 1.8% on an organic basis. HVOR net revenue for the nine months ended September 30, 2022 grew 10.6% compared to the nine months ended September 30, 2021. Excluding a decrease of 1.5% attributed to changes in foreign currency exchange rates and an increase of 12.8% due to the effect of acquisitions, HVOR net revenue for the nine months ended September 30, 2022 declined 0.7% on an organic basis.

Sensing Solutions

Sensing Solutions net revenue for the three months ended September 30, 2022 increased 7.8% compared to the three months ended September 30, 2021. Excluding a decline of 2.4% attributed to changes in foreign currency exchange rates and an increase of 3.3% due to the net effect of acquisitions and divestitures, Sensing Solutions net revenue for the three months ended September 30, 2022 grew 6.9% on an organic basis, which primarily reflects the launch of new industrial electrification applications.

Sensing Solutions net revenue for the nine months ended September 30, 2022 increased 10.0% compared to the nine months ended September 30, 2021. Excluding a decline of 1.6% attributed to changes in foreign currency exchange rates and an increase of 2.5% due to the net effect of acquisitions and divestitures, Sensing Solutions net revenue for the nine months ended September 30, 2022 grew 9.1% on an organic basis, which primarily reflects the launch of new industrial electrification applications.

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Operating costs and expenses

Operating costs and expenses for the three and nine months ended September 30, 2022 and 2021 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.


	For the three months ended								For the nine months ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	Amount		Margin*		Amount		Margin*		Amount		Margin*		Amount		Margin*
Operating costs and expenses:
Cost of revenue	$	694.5	68.2	%	$	628.9	66.1	%	$	2,038.2	67.6	%	$	1,922.6	66.6	%
Research and development	47.9		4.7		40.1		4.2		141.9		4.7		118.9		4.1
Selling, general and administrative	90.0		8.8		85.8		9.0		283.0		9.4		249.7		8.7
Amortization of intangible assets	40.3		4.0		34.6		3.6		114.5		3.8		101.5		3.5
Restructuring and other charges, net	(107.4)		(10.6)		0.3		0.0		(80.8)		(2.7)		10.0		0.3
Total operating costs and expenses	$	765.4	75.2	%	$	789.7	83.0	%	$	2,496.8	82.8	%	$	2,402.7	83.2	%

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* Represents the amount presented divided by total net revenue.

Cost of revenue

For the three months ended September 30, 2022, cost of revenue as a percentage of net revenue increased from the three months ended September 30, 2021, primarily due to the impacts of inflation on material and logistics costs, the unfavorable impact of product mix, and the unfavorable effect of changes in foreign currency exchange rates.

For the nine months ended September 30, 2022, cost of revenue as a percentage of net revenue increased from the nine months ended September 30, 2021, primarily due to the impacts of inflation on material and logistics costs and the unfavorable impact of product mix.

Research and development expense

For the three and nine months ended September 30, 2022, research and development ("R&D") expense increased from the three and nine months ended September 30, 2021, primarily as a result of continued investment to support megatrend growth initiatives of Electrification and Insights and incremental R&D expense related to acquired businesses, partially offset by the favorable effect of foreign currency exchange rates.

R&D expense related to megatrends during the three and nine months ended September 30, 2022 was $17.0 million and $50.9 million, respectively, increases of $4.1 million and $14.1 million, respectively, from the three and nine months ended September 30, 2021.

Selling, general and administrative expense

For the three and nine months ended September 30, 2022, selling, general and administrative ("SG&A") expense increased from the three and nine months ended September 30, 2021, primarily as a result of (1) incremental SG&A expense related to acquired businesses, including related transaction costs, (2) higher selling costs to support growth and our ability to execute for our customers, and (3) higher share-based compensation, partially offset by the favorable effect of changes in foreign currency exchange rates. Refer to Note 16: Acquisitions and Divestitures and Note 4: Share-Based Payment Plans of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information related to acquired businesses and share-based compensation, respectively.

Amortization of intangible assets

For the three and nine months ended September 30, 2022, amortization expense increased from the three and nine months ended September 30, 2021, primarily due to increased intangibles from recent acquisitions partially offset by the effect of the economic benefit amortization method. Refer to Note 16: Acquisitions and Divestitures of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information related to recent acquisitions.

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Restructuring and other charges, net

For the three and nine months ended September 30, 2022, restructuring and other charges, net included the gain on sale of the Qinex Business of $135.1 million in both periods, and $13.5 million and $15.6 million, respectively, of transaction-related charges to sell the Qinex Business. The three and nine months ended September 30, 2022, also included acquisition-related incentive compensation of $7.4 million and $38.4 million, respectively. These increases were partially offset by a gain resulting from reduction of the liability for contingent consideration for Spear in the nine months ended September 30, 2022. Refer to Note 5: Restructuring and Other Charges, Net of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on the components of restructuring and other charges, net.

Operating income

For the three months ended September 30, 2022, operating income increased compared to the three months ended September 30, 2021, primarily due to the gain on the sale of the Qinex Business, partially offset by (1) higher transaction-related charges, (2) the unfavorable effect of changes in foreign currency exchange rates, (3) higher acquisition-related incentive compensation, (4) higher amortization due to acquired intangibles, (5) higher spend to support our megatrends initiatives, and (6) higher selling costs to support growth and our ability to execute for our customers.

For the nine months ended September 30, 2022, operating income increased compared to the nine months ended September 30, 2021, primarily due to (1) the gain on the sale of the Qinex Business and (2) a gain recorded as a result of a reduction in the liability for contingent consideration due to Spear, partially offset by (1) higher acquisition-related incentive compensation, (2) higher amortization due to acquired intangibles, (3) higher transaction-related charges, (4) higher spend to support our megatrends initiatives, (5) higher selling costs to support growth and our ability to execute for our customers, (6) higher share-based compensation, and (7) the unfavorable of changes in foreign currency exchange rates.

Interest expense, net

For the three months ended September 30, 2022, interest expense, net decreased $0.3 million from the three months ended September 30, 2021. For the nine months ended September 30, 2022, interest expense, net increased $0.8 million from the nine months ended September 30, 2021.

Other, net

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. Refer to Note 6: Other, Net of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for more details related to the components of other, net.

For the three months ended September 30, 2022, other, net represented a net loss of $21.4 million, an unfavorable impact on earnings of $12.0 million compared to a net loss of $9.4 million in the three months ended September 30, 2021. This was primarily due to (1) increased currency remeasurement losses on net monetary assets, primarily related to CNY, (2) a loss on debt financing and (3) $4.0 million in mark-to-market losses on equity investments, primarily related to Quanergy, partially offset by a gain on foreign currency forward contracts. Refer to Note 14: Fair Value Measures of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for detailed information on our investment in Quanergy.

For the nine months ended September 30, 2022, other, net represented a net loss of $111.1 million, an unfavorable impact on earnings of $63.3 million compared to a net loss of $47.8 million in the nine months ended September 30, 2021. This was largely due to (1) $75.1 million in mark-to-market losses on equity investments, primarily related to Quanergy, (2) increased losses on net monetary assets, primarily related to CNY, and (3) increased losses on commodity forward contracts, partially offset by (1) a reduction in loss on debt financings and (2) a gain on foreign currency forward contracts.

Provision for income taxes

For the three months ended September 30, 2022, the provision for income taxes increased $24.6 million from the three months ended September 30, 2021, predominantly due to the increase in profit before tax as impacted by the jurisdictional mix of profits, including our recent Qinex Business sale, and the impacts of nondeductible expenses related to our recent acquisitions.

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For the nine months ended September 30, 2022, the provision for income taxes increased $24.3 million from the nine months ended September 30, 2021, predominantly due to the impacts of nondeductible expenses related to our recent acquisitions and the inability to benefit the mark-to-market loss on our investment in Quanergy, partially offset by changes in income before tax, including the recent Qinex Business sale, as impacted by the jurisdictional mix of profits where we operate.

Non-GAAP Financial Measures

This section provides additional information regarding certain non-GAAP financial measures, including organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share ("EPS"), free cash flow, net leverage ratio, and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), which are used by our management, Board of Directors, and investors. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees.

The use of our non-GAAP financial measures has limitations. They should be considered as supplemental in nature and are not intended to be considered in isolation from, or as an alternative to, reported net revenue growth (or decline), operating income, operating margin, net income, diluted EPS, net cash provided by operating activities, total debt, finance lease and other financing obligations, respectively, calculated in accordance with U.S. GAAP. In addition, our measures of organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, free cash flow, net leverage ratio, and adjusted EBITDA may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.

Organic revenue growth (or decline)

Organic revenue growth (or decline) is defined as the reported percentage change in net revenue, calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign currency exchange rate differences as well as the net impact of material acquisitions and divestitures for the 12-month period following the respective transaction date(s).

We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior-year period.

Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS

We define adjusted operating income as operating income, determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are described under the heading Non-GAAP adjustments below. Adjusted operating margin is calculated by dividing adjusted operating income by net revenue determined in accordance with U.S. GAAP. We define adjusted net income as follows: net income (or loss) determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted EPS is calculated by dividing adjusted net income by the number of diluted weighted-average ordinary shares outstanding in the period.

Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS as measures of operating performance, for planning purposes (including the preparation of our annual operating budget), to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies, in communications with our Board of Directors and investors concerning our financial performance, and as factors in determining compensation for certain employees. We believe investors and securities analysts also use these non-GAAP financial measures in their evaluation of our performance and the performance of other similar companies. These non-GAAP financial measures are not measures of liquidity.

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Free cash flow

Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software. We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, and (or) accelerate the repayment of debt obligations.

Adjusted EBITDA

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, (3) deferred gain or loss on derivative instruments, and (4) step-up inventory amortization. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.

Net leverage ratio

Net leverage ratio represents net debt (total debt, finance lease and other financing obligations less cash and cash equivalents) divided by last twelve months ("LTM") adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.

Non-GAAP adjustments

Many of our non-GAAP adjustments relate to a series of strategic initiatives developed by our management aimed at better positioning us for future revenue growth and an improved cost structure. These initiatives have been modified from time to time to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives include, among other items, acquisitions, divestitures, restructurings of certain business, supply chain, or corporate activities, and various financing transactions. We describe these adjustments in more detail below, each of which is net of current tax impacts, as applicable.

•Restructuring related and other: includes charges, net related to certain restructuring and other exit activities as well as other costs (or income) that we believe are either unique or unusual to the identified reporting period, and that we believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our manufacturing processes to increase productivity. This type of activity occurs periodically, however each action is unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial statements and analyses that management uses in connection with financial planning, and in its review and assessment of our operating and financial performance, including the performance of our segments.

•Financing and other transaction costs: includes losses or gains related to debt financing transactions, losses or gains related to the divestiture of a business, costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, mark-to-market losses or gains on our equity investments, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, and gains related to changes in the fair value of acquisition-related contingent consideration amounts.

•Deferred loss or gain on derivative instruments: includes unrealized losses or gains on derivative instruments that do not qualify for hedge accounting as well as the impact of commodity prices on our raw material costs relative to the strike price on our commodity forward contracts.

•Step-up depreciation and amortization: includes depreciation and amortization expense associated with the step-up in fair value of assets acquired in connection with a business combination (e.g., property, plant and equipment, definite-lived intangible assets, and inventories).

•Deferred taxes and other tax related: includes adjustments for book-to-tax basis differences due primarily to the step-up in fair value of fixed and intangible assets and goodwill, the utilization of net operating losses, and adjustments to our valuation allowance in connection with certain acquisitions and tax law changes. Other tax related items include certain adjustments to unrecognized tax benefits and withholding tax on repatriation of foreign earnings.

•Amortization of debt issuance costs: represents interest expense related to the amortization of deferred financing costs as well as debt discounts, net of premiums.

•Where applicable, the current income tax effect of non-GAAP adjustments.

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Our definition of adjusted net income excludes the deferred provision for (or benefit from) income taxes and other tax related items described above. As we treat deferred income taxes as an adjustment to compute adjusted net income, the deferred income tax effect associated with the reconciling items presented below would not change adjusted net income for any period presented.

Non-GAAP reconciliations

The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the periods presented. Refer to Non-GAAP adjustments section above for additional information related to these adjustments. Amounts and percentages in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the three months ended September 30, 2022								For the three months ended September 30, 2021
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS		Operating Income		Operating Margin		Net Income		Diluted EPS
Reported (GAAP)	$	252.9	24.8	%	$	140.3	$	0.91	$	161.3	17.0	%	$	85.0	$	0.53
Non-GAAP adjustments:
Restructuring related and other	16.4		1.6		16.0		0.10		5.4		0.6		5.4		0.03
Financing and other transaction costs	(110.9)		(10.9)		(97.6)		(0.63)		(1.0)		(0.1)		1.7		0.01
Step-up depreciation and amortization	39.0		3.8		39.0		0.25		32.7		3.4		32.7		0.20
Deferred (gain)/loss on derivative instruments	(0.1)		(0.0)		4.5		0.03		2.6		0.3		10.2		0.06
Amortization of debt issuance costs	—		—		1.8		0.01		—		—		1.7		0.01
Deferred taxes and other tax related	—		—		27.1		0.18		—		—		2.0		0.01
Total adjustments	(55.6)		(5.5)		(9.2)		(0.06)		39.7		4.2		53.6		0.34
Adjusted (non-GAAP)	$	197.3	19.4	%	$	131.0	$	0.85	$	201.0	21.1	%	$	138.6	$	0.87


	For the nine months ended September 30, 2022								For the nine months ended September 30, 2021
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS		Operating Income		Operating Margin		Net Income		Diluted EPS
Reported (GAAP)	$	517.8	17.2	%	$	197.5	$	1.26	$	483.5	16.8	%	$	251.6	$	1.58
Non-GAAP adjustments:
Restructuring related and other	24.4		0.8		24.3		0.15		15.7		0.5		19.6		0.12
Financing and other transaction costs	(80.6)		(2.7)		5.2		0.03		6.1		0.2		35.8		0.22
Step-up depreciation and amortization	110.3		3.7		110.3		0.70		96.0		3.3		96.0		0.60
Deferred loss on derivative instruments	1.7		0.1		13.0		0.08		7.0		0.2		13.5		0.08
Amortization of debt issuance costs	—		—		5.3		0.03		—		—		5.1		0.03
Deferred taxes and other tax related	—		—		28.5		0.18		—		—		5.9		0.04
Total adjustments	55.8		1.9		186.5		1.19		124.9		4.3		175.9		1.10
Adjusted (non-GAAP)	$	573.6	19.0	%	$	384.0	$	2.45	$	608.4	21.1	%	$	427.5	$	2.68

The following table provides a reconciliation of net cash provided by operating activities in accordance with U.S. GAAP to free cash flow.


	For the nine months ended September 30,
(in millions)	2022		2021
Net cash provided by operating activities (GAAP)	$	235.7	$	393.2
Additions to property, plant and equipment and capitalized software	(110.4)		(100.4)
Free cash flow (non-GAAP)	$	125.3	$	292.8

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The following table provides a reconciliation of corporate and other expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2022		2021		2022		2021
Corporate and other expenses (GAAP)	$	(76.4)	$	(72.7)	$	(228.9)	$	(215.4)
Restructuring related and other	8.0		1.7		13.1		4.4
Financing and other transaction costs	5.0		2.5		11.5		7.5
Step-up depreciation and amortization	0.3		0.4		0.9		1.3
Deferred (gain)/loss on derivative instruments	(0.1)		2.6		1.7		7.0
Total adjustments	13.1		7.0		27.3		20.1
Adjusted corporate and other expenses (non-GAAP)	$	(63.3)	$	(65.7)	$	(201.6)	$	(195.2)

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


			For the three months ended September 30,				For the nine months ended September 30,
(in millions)	LTM (1)		2022		2021		2022		2021
Net income	$	309.5	$	140.3	$	85.0	$	197.5	$	251.6
Interest expense, net	180.0		44.9		45.1		135.1		134.4
Provision for income taxes	74.6		46.4		21.8		74.0		49.8
Depreciation expense	125.2		31.7		31.5		94.6		94.4
Amortization of intangible assets	147.1		40.3		34.6		114.5		101.5
EBITDA	836.4		303.5		218.0		615.8		631.6
Non-GAAP adjustments
Restructuring related and other	29.8		16.4		4.3		24.9		18.7
Financing and other transaction costs	7.7		(101.4)		(1.8)		2.5		35.8
Deferred loss on derivative instruments	14.2		5.7		9.1		16.3		13.5
Adjusted EBITDA	$	888.1	$	224.2	$	229.6	$	659.4	$	699.6

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(1) Last twelve months

The following table provides a reconciliation of total debt, finance lease and other financing obligations in accordance with U.S. GAAP to net leverage ratio.


(Dollars in millions)	September 30, 2022		December 31, 2021
Current portion of long-term debt, finance lease and other financing obligations	$	6.5	$	6.8
Finance lease and other financing obligations, less current portion	25.2		26.6
Long-term debt, net	4,208.7		4,214.9
Total debt, finance lease and other financing obligations	4,240.4		4,248.3
Less: discount, net of premium	(3.7)		(5.2)
Less: deferred financing costs	(31.0)		(26.7)
Total gross indebtedness	4,275.1		4,280.2
Less: cash and cash equivalents	1,103.9		1,709.0
Net debt	$	3,171.2	$	2,571.3

Adjusted EBITDA (LTM)	$	888.1	$	928.3
Net leverage ratio	3.6		2.8

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Liquidity and Capital Resources

As of September 30, 2022 and December 31, 2021, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):


(In millions)	September 30, 2022		December 31, 2021
United Kingdom	$	16.7	$	20.4
United States	16.5		25.0
The Netherlands	807.4		1,304.3
China	194.6		293.8
Other	68.7		65.5
Total	$	1,103.9	$	1,709.0

The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner.

In certain jurisdictions, our cash balances are subject to withholding taxes immediately upon withdrawal of funds to a different jurisdiction. In addition, in order to take advantage of incentive programs offered by various jurisdictions, including tax incentives, we are required to maintain minimum cash balances in these jurisdictions. The transfer of cash from these jurisdictions could result in loss of incentives or higher cash tax expense, but those impacts are not expected to be material.

Our cash and cash equivalent balances are held in the following significant currencies:


	As of September 30, 2022
(In millions)	USD		EUR		GBP		CNY		Other
United Kingdom	$	1.9	€	0.0	£	11.2	¥	—
United States	16.5		0.0		—		—
The Netherlands	796.2		10.9		—		—
China	90.9		—		—		741.1
Other	54.5		2.2		—		—
Total	$	960.0	€	13.1	£	11.2	¥	741.1
USD Equivalent			$	12.8	$	12.1	$	103.9	$	15.1


	As of December 31, 2021
(In millions)	USD		EUR		GBP		CNY		Other
United Kingdom	$	1.8	€	0.0	£	13.2	¥	—
United States	25.0		—		—		—
The Netherlands	1,294.2		8.9		—		—
China	50.8		—		—		1,549.4
Other	51.0		1.7		—		—
Total	$	1,422.8	€	10.6	£	13.2	¥	1,549.4
USD Equivalent			$	12.0	$	17.8	$	243.1	$	13.3

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Cash Flows:

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2022 and 2021. We have derived these summarized statements of cash flows from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the nine months ended
(In millions)	September 30, 2022		September 30, 2021
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items	$	402.0	$	509.8
Changes in operating assets and liabilities, net	(166.3)		(116.6)
Operating activities	235.7		393.2
Investing activities	(551.9)		(516.1)
Financing activities	(288.9)		219.0
Net change	$	(605.0)	$	96.2

Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2022 decreased compared to the corresponding period of the prior year, primarily due to lower net income, cash payments of $23.5 million for earned acquisition-related incentive compensation, and timing of supplier payments and customer receipts.

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2022 increased compared to the corresponding period of the prior year, primarily due to higher cash paid for acquisitions (which included Dynapower and Elastic M2M in the nine months ended September 30, 2022 and Xirgo Technologies, LLC in the nine months ended September 30, 2021), and higher capital expenditures, partially offset by cash proceeds of $198.8 million from the divestiture of the Qinex Business. For fiscal year 2022, we anticipate capital expenditures of approximately $135.0 million to $145.0 million, which we expect to fund with cash on hand.

Financing activities. In the nine months ended September 30, 2022, net cash used in financing activities primarily comprised cash outflows of $241.9 million for share repurchases and $34.3 million for cash dividends, each of which did not have a comparable payment in the prior year. We also issued the 5.875% Senior Notes and redeemed the 4.875% Senior Notes in the third quarter of 2022, the cash impact of which largely offset. In the nine months ended September 30, 2021, cash provided by financing activities was primarily the result of the issuance of $1.0 billion of the 4.0% Senior Notes, partially offset by the redemption of $750.0 million of the 6.25% Senior Notes. In addition, in the nine months ended September 30, 2022 we used $13.4 million in cash related to debt financing transactions, compared to $33.1 million in the prior year.

Indebtedness and Liquidity

As of September 30, 2022, we had $4.3 billion in gross indebtedness, which includes finance lease and other financing obligations and excludes debt discounts, premiums, and deferred financing costs.

Capital Resources

Senior Secured Credit Facilities

The Credit Agreement provides for Senior Secured Credit Facilities consisting of the Term Loan, the Revolving Credit Facility, and incremental availability (the "Accordion") under which additional secured credit facilities could be issued under certain circumstances.

On June 23, 2022, certain of our indirect, wholly-owned subsidiaries, including STI, STIHBV, and STBV, entered into the Eleventh Amendment to the Credit Agreement and the Foreign Guaranty, dated as of May 12, 2011. Among other changes to the Credit Agreement, the Eleventh Amendment (i) increased the aggregate principal amount of the Revolving Credit Facility to $750.0 million; (ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the Term Loan is not refinanced with a maturity date that is on or after June 23, 2027); (iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions; (iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit

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loans denominated in U.S. dollars, an interest rate based on the SOFR published by the Federal Reserve Bank of New York and (b) for revolving credit loans denominated in pounds sterling, an interest rate based on the SONIA; and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder.

Senior Notes

On August 29, 2022, we issued $500.0 million aggregate principal amount of 5.875% Senior Notes. On September 28, 2022, we redeemed the $500.0 million aggregate principal amount outstanding on the 4.875% Senior Notes, which would have matured in October 2023, at a redemption price of 101.0% of the aggregate principal amount outstanding, plus accrued and unpaid interest to (but not including) the redemption date. Refer to Note 11: Debt of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on these transactions and our overall debt.

Sources of liquidity

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. As of September 30, 2022, we had $746.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2022, no amounts had been drawn against these outstanding letters of credit. Availability under the Accordion varies each period based on our attainment of certain financial metrics as set forth in the terms of the Credit Agreement and the indentures under which our senior notes were issued (the "Senior Notes Indentures"). As of September 30, 2022, availability under the Accordion was approximately $0.7 billion.

We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement 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.

Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of October 20, 2022, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

Restrictions and Covenants

The Credit Agreement provides that if our senior secured net leverage ratio exceeds a specified level we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the nine months ended September 30, 2022.

The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources included in our 2021 Annual Report. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs and will be evaluated periodically with respect to future potential funding of those programs. As of September 30, 2022, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

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Share repurchase programs

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 an authorized $500.0 million share repurchase program (the "January 2022 Program") under which approximately $272.2 million remained available as of September 30, 2022.

Dividends

On August 24, 2022, we paid a cash dividend of $0.11 per share, or $17.0 million in aggregate, to shareholders of record as of August 10, 2022. On October 20, 2022, we announced that our Board had declared a quarterly dividend of $0.11 per share, payable on November 23, 2022 to shareholders of record as of November 9, 2022.

Recently Issued Accounting Pronouncements

Critical Accounting Policies and Estimates

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 2021 Annual Report.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

No significant changes to our market risk have occurred since December 31, 2021. For a discussion of market risks affecting us, refer to Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk included in our 2021 Annual Report.

Item 4.Controls and Procedures.

The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in these certifications. These certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2022, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. GAAP. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

PART II—OTHER INFORMATION

Item 1.Legal Proceedings.

Item 1A.Risk Factors.

Information regarding risk factors appears in Part I, Item 1A: Risk Factors, included in our 2021 Annual Report. There have been no material changes to the risk factors disclosed therein.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased (in shares) (1)	Weighted-Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs (in millions)
July 1 through July 31, 2022	752,185	$	41.97	750,477	$	339.1
August 1 through August 31, 2022	797,489	$	44.27	793,941	$	304.0
September 1 through September 30, 2022	802,427	$	39.67	801,673	$	272.2
Quarter total	2,352,101	$	41.96	2,346,091	$	272.2

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(1) The number of ordinary shares presented includes ordinary shares that were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan. There were 1,708, 3,548, and 754 ordinary shares withheld in July 2022, August 2022, and September 2022, respectively, representing a total aggregate fair value of $0.3 million based on the closing price of our ordinary shares on the date of withholdings.

(2) All purchases during the three months ended September 30, 2022 were conducted pursuant to a $500.0 million share repurchase program authorized by our Board of Directors and publicly announced on January 20, 2022 (the “January 2022 Program”). The January 2022 Program does not have an established expiration date.

Item 3.Defaults Upon Senior Securities.

None.

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Item 6.Exhibits.


Exhibit No.						Description

3.1						Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).

4.1						Indenture, dated as of August 29, 2022, among Sensata Technologies B.V., the Guarantors named therein, and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on September 1, 2022).

4.2						Form of 5.875% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on September 1, 2022) (included as Exhibit A thereto).



31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.3						Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*





101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document. *

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document. *

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document. *

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document. *

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document. *

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

___________________________________

* Filed herewith

† Indicates management contract or compensatory plan, contract, or arrangement

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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 thereunto duly authorized.

Date: November 1, 2022


SENSATA TECHNOLOGIES HOLDING PLC

/s/ Jeff Cote
(Jeff Cote) Chief Executive Officer and President (Principal Executive Officer)

/s/ Paul Vasington
(Paul Vasington) Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Maria Freve
(Maria Freve) Vice President and Chief Accounting Officer (Principal Accounting Officer)