0001477294false00014772942023-07-252023-07-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 __________________________________________
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2023
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
 
 __________________________________________
England and Wales  001-34652 98-1386780
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

529 Pleasant Street
Attleboro, Massachusetts 02703, United States
(Address of Principal executive offices, including Zip Code)
+1(508) 236 3800
(Registrant's telephone number, including area code) 
Not Applicable
(Former name or former address, if changed since last report)
 
 __________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per shareSTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐ 

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


Item 2.02Results of Operations and Financial Condition.
On July 25, 2023, Sensata Technologies Holding plc (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2023. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Company will conduct a conference call on July 25, 2023 at 8:00 AM eastern time to discuss its second quarter 2023 financial results and its outlook for the third quarter of 2023. The dial in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Q2 2023 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of the Company’s website at http://investors.sensata.com. Additional information relating to the Company's financial results will be contained in a presentation that will be referenced during the webcast, and that is being made available on the investor relations page of the Company’s website. Additionally, a replay of the call will be available until August 2, 2023. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 7268997.
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENSATA TECHNOLOGIES HOLDING PLC
/s/ Maria Freve
Date:July 25, 2023Name: Maria Freve
Title: Vice President and Chief Accounting Officer


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SENSATA TECHNOLOGIES REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS
RECORD QUARTERLY REVENUE OF $1,062 MILLION

Swindon, United Kingdom – July 25, 2023 - Sensata Technologies (NYSE: ST), a global industrial technology company and leading provider of sensors, sensor-rich solutions and electrical protection devices used in mission-critical systems that create valuable business insights for customers, today announced financial results for its second quarter ended June 30, 2023.
"Sensata delivered robust results in the second quarter with record revenues for the quarter. The sustained performance we are generating demonstrates that Sensata remains on track to achieve its long-term growth goals, including scaling its Electrification business to $2 billion in revenue by 2026,” said Jeff Cote, CEO and President of Sensata. "During the second quarter, the Company repaid its outstanding Term Loan, removing variable rate debt from our balance sheet at a time of rising rates, with the effect of lowering interest expense and amplifying earnings per share growth.”
Investor Event on Sensata's Innovation
Sensata plans to host an investor event in New York City on September 27, 2023 from 9am to noon EST to highlight Sensata's rich history of innovation on behalf of customers and how that innovation drives its transition to providing solutions for an Electrified World. The event will be in-person and virtual; registration details are now available on Sensata's Investor Relations website.
Operating Results
Operating results for the second quarter of 2023 compared to the second quarter of 2022 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was a record $1,062.1 million, an increase of $41.6 million, or 4.1%, compared to $1,020.5 million in the second quarter of 2022.
•Revenue increased 3.4% on an organic basis, which excludes a decrease of (1.4%) from foreign currency exchange rates and an increase of 2.1% from acquisitions, net of divestitures, each versus the prior year period.
Operating income:
•Operating income was $118.0 million, or 11.1% of revenue, a decrease of $20.9 million, or (15.1%), compared to operating income of $138.9 million, or 13.6% of revenue, in the second quarter of 2022.
•Adjusted operating income was $205.7 million, or 19.4% of revenue (20.1% on a constant currency basis), an increase of $12.0 million, or 6.2%, compared to adjusted operating income of $193.8 million, or 19.0% of revenue, in the second quarter of 2022.
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Earnings per share:
•Earnings per share was $0.32, an increase of $0.10, or 45.5%, compared to earnings per share of $0.22 in the second quarter of 2022.
•Adjusted earnings per share was a record $0.97, an increase of $0.14, or 16.9% ($1.02 or an increase of 22.9% on a constant currency basis), compared to adjusted earnings per share of $0.83 in the second quarter of 2022.
Sensata generated $115.8 million of operating cash flow in the second quarter of 2023, compared to $94.5 million in the prior year period. Sensata's free cash flow totaled $68.2 million in the second quarter of 2023 compared to $56.2 million in the prior year period.
During the second quarter of 2023, Sensata repaid its variable rate Term Loan, returned approximately $18.3 million to shareholders through its quarterly dividend of $0.12 per share paid on May 24, 2023, and repurchased approximately $25.1 million of its shares.
Operating results for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $2,060.3 million, an increase of $64.0 million, or 3.2%, compared to $1,996.3 million in the six months ended June 30, 2022.
•Revenue increased 4.0% on an organic basis, which excludes a decrease of (1.9%) from foreign currency exchange rates and an increase of 1.1% from acquisitions, net of divestitures, each versus the prior year.
Operating income:
•Operating income was $266.9 million, or 13.0% of revenue, an increase of $2.0 million, or 0.7%, compared to operating income of $264.9 million, or 13.3% of revenue, in the six months ended June 30, 2022.
•Adjusted operating income was $398.6 million, or 19.3% of revenue (19.8% on a constant currency basis), an increase of $22.4 million, or 5.9%, compared to adjusted operating income of $376.3 million, or 18.8% of revenue, in the six months ended June 30, 2022.
Earnings per share:
•Earnings per share was $0.88, an increase of $0.52, or 144%, compared to earnings per share of $0.36 in the six months ended June 30, 2022.
•Adjusted earnings per share was $1.89, an increase of $0.29, or 18.1% ($1.98 or an increase of 23.8% on a constant currency basis), compared to adjusted earnings per share of $1.60 in the six months ended June 30, 2022.
Sensata generated $212.6 million of operating cash flow in the six months ended June 30, 2023, compared to $141.9 million in the prior year period. Sensata's free cash flow totaled $128.2 million in the six months ended June 30, 2023 compared to $67.8 million in the prior year period.
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During the first six months of 2023, Sensata repaid its variable rate Term Loan, returned approximately $35.1 million to shareholders through its quarterly dividend, and repurchased approximately $25.1 million of its shares.
Segment Performance
For the three months ended June 30, For the six months ended June 30,
$ in 000s2023202220232022
Performance Sensing (1)
Revenue$757,444 $731,645 $1,495,712 $1,434,340 
Operating income$191,147 $179,293 $373,887 $353,507 
% of Performance Sensing revenue25.2 %24.5 %25.0 %24.6 %
Sensing Solutions (1)
Revenue$304,668 $288,903 $564,575 $561,978 
Operating income$84,152 $85,714 $159,468 $164,653 
% of Sensing Solutions revenue27.6 %29.7 %28.2 %29.3 %
(1)    Effective April 1, 2023, we reorganized our reportable segments to move material handling products from Performance Sensing to Sensing Solutions to align with new management reporting. Prior year amounts have been reclassified.
Insights Reporting Segment
During its first quarter earnings conference call, Sensata discussed the creation of a new Insights reporting segment to align with new management reporting. During the second quarter, reporting lines reverted back to prior practices. Consequently, Sensata is continuing to report results in two business segments, and Insights' financial results will continue to be reported as part of the Performance Sensing Segment.
Guidance
"In the second quarter, Sensata once again grew earnings faster than revenue, delivering 4.1% revenue growth, as well as 6.2% adjusted operating income growth (11.5% on a constant currency basis), and record adjusted earnings per share of $0.97 that grew 16.9% (22.9% on a constant currency basis) compared to the prior year period," said Paul Vasington, EVP and CFO of Sensata. "For the third quarter of 2023, we expect revenue of $980 to $1,020 million and adjusted EPS of $0.84 to $0.94."
Q3-2023 Guidance
$ in millions, except EPS
Q3-23 Guidance
Q3-22Y/Y Change
Revenue
$980 - $1,020
$1,018.3
(4%) - 0%
organic growth
(3%) - 1%
Adjusted Operating Income
$183 - $199
$197.3
(7%) - 1%
Adjusted Net Income
$129 - $143
$131.0
(2%) - 9%
Adjusted EPS
$0.84 - $0.94
$0.85
(1%) - 11%
Versus the prior year period, Sensata expects that changes in foreign currency exchange rates will decrease revenue by approximately ($6) million at the midpoint and decrease adjusted EPS by approximately ($0.03) at the midpoint in the third quarter of 2023.
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Conference Call and Webcast
Sensata will conduct a conference call today at 8:00 a.m. Eastern Time to discuss its second quarter 2023 financial results and its outlook for the third quarter of 2023. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Q2 2023 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until August 2, 2023. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 7268997.
About Sensata Technologies
Sensata Technologies is a leading industrial technology company that develops sensors, sensor-based solutions, including controllers and software, and other mission-critical products to create valuable business insights for customers and end users. For more than 100 years, Sensata has provided a wide range of customized, sensor-rich solutions that address complex engineering requirements to help customers solve difficult challenges in the automotive, heavy vehicle & off-road, industrial, and aerospace industries. With approximately 21,000 employees and operations in 16 countries, Sensata’s solutions help to make products safer, cleaner and more efficient, more electrified, and more connected. For more information, please visit Sensata’s website at www.sensata.com.
Non-GAAP Financial Measures
We supplement the reporting of our financial information determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures is useful for period-over-period comparisons of underlying business trends and our ongoing business performance. We also believe presenting these non-GAAP measures provides additional transparency into how management evaluates the business.
Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as, or comparable to, similar non-GAAP measures presented by other companies.
The non-GAAP financial measures referenced by Sensata in this release include: adjusted net income, adjusted earnings per share (“EPS”), adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth, market outgrowth, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), net debt, and net leverage ratio. We also refer to changes in certain non-GAAP measures, usually reported either as a percentage or number of basis points, between two periods. Such changes are also considered non-GAAP measures.
Adjusted net income (or loss) is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted EPS is calculated by dividing adjusted net income (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted operating income (or loss) is defined as operating income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the
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accompanying reconciliation tables. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Free cash flow is defined as net cash provided by/(used in) operating activities less additions to property, plant and equipment and capitalized software. We believe that this measure is useful to investors and management as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to fund acquisitions, repurchase ordinary shares, or for the accelerated repayment of debt obligations.
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures for the 12-month period following the respective transaction date(s). We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, net, provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) deferred gain or loss on derivative instruments. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Net debt is defined as total debt, finance lease, and other financing obligations less cash and cash equivalents. We believe net debt is a useful measure to management and investors in understanding trends in our overall financial condition.
Net leverage ratio is defined as net debt divided by last twelve months (LTM) adjusted EBITDA. We believe the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
In discussing trends in our performance, we may refer to certain non-GAAP financial measures or the percentage change of certain non-GAAP financial measures in one period versus another, calculated on a constant currency basis. Constant currency is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges and, as applicable, net monetary assets. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Safe Harbor Statement
This earnings release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and
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other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to public health crises, instability and changes in the global markets, supplier interruption or non-performance, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, and changes in existing environmental or safety laws, regulations, and programs.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A: Risk Factors in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
For the three months ended June 30, For the six months ended June 30,
2023202220232022
Net revenue$1,062,112 $1,020,548 $2,060,287 $1,996,318 
Operating costs and expenses:
Cost of revenue732,108 686,603 1,402,579 1,343,683 
Research and development44,857 47,971 90,796 93,951 
Selling, general and administrative91,312 97,329 177,462 193,009 
Amortization of intangible assets 54,563 36,805 95,337 74,172 
Restructuring and other charges, net21,259 12,897 27,258 26,630 
Total operating costs and expenses944,099 881,605 1,793,432 1,731,445 
Operating income118,013 138,943 266,855 264,873 
Interest expense, net(38,105)(44,842)(78,196)(90,287)
Other, net(10,924)(39,240)(9,532)(89,696)
Income before taxes68,984 54,861 179,127 84,890 
Provision for income taxes19,873 20,020 43,599 27,608 
Net income$49,111 $34,841 $135,528 $57,282 
Net income per share:
Basic$0.32 $0.22 $0.89 $0.36 
Diluted$0.32 $0.22 $0.88 $0.36 
Weighted-average ordinary shares outstanding:
Basic152,700 156,477 152,609 156,950 
Diluted153,064 156,994 153,194 157,812 
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
June 30,
2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents$857,312 $1,225,518 
Accounts receivable, net of allowances772,427 742,382 
Inventories660,082 644,875 
Prepaid expenses and other current assets186,807 162,268 
Total current assets2,476,628 2,775,043 
Property, plant and equipment, net858,760 840,819 
Goodwill3,861,872 3,911,224 
Other intangible assets, net961,180 999,722 
Deferred income tax assets93,782 100,539 
Other assets140,378 128,873 
Total assets$8,392,600 $8,756,220 
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations$1,809 $256,471 
Accounts payable523,968 531,572 
Income taxes payable31,920 43,987 
Accrued expenses and other current liabilities323,201 346,942 
Total current liabilities880,898 1,178,972 
Deferred income tax liabilities390,743 364,593 
Pension and other post-retirement benefit obligations38,960 36,086 
Finance lease and other financing obligations, less current portion23,771 24,742 
Long-term debt, net3,770,507 3,958,928 
Other long-term liabilities77,949 82,092 
Total liabilities5,182,828 5,645,413 
Total shareholders' equity3,209,772 3,110,807 
Total liabilities and shareholders' equity$8,392,600 $8,756,220 
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
For the six months ended June 30,
20232022
Cash flows from operating activities:
Net income$135,528 $57,282 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation63,560 62,882 
Amortization of debt issuance costs3,421 3,433 
Gain on sale of business(5,877)— 
Share-based compensation17,607 15,739 
Loss on debt financing857 — 
Amortization of intangible assets95,337 74,172 
Deferred income taxes13,449 (5,211)
Mark-to-market loss on equity investments, net302 71,100 
Unrealized loss on derivative instruments and other14,674 20,669 
Changes in operating assets and liabilities, net of effects of acquisitions(117,836)(143,178)
Acquisition-related compensation payments(8,380)(15,000)
Net cash provided by operating activities212,642 141,888 
Cash flows from investing activities:
Acquisitions, net of cash received— (48,989)
Additions to property, plant and equipment and capitalized software(84,444)(74,069)
Investment in debt and equity securities(390)(6,878)
Proceeds from the sale of business, net of cash sold19,000 — 
Other— 152 
Net cash used in investing activities(65,834)(129,784)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares5,346 14,577 
Payment of employee restricted stock tax withholdings(11,470)(7,577)
Payments on debt(448,390)(5,664)
Dividends paid(35,113)(17,225)
Payments to repurchase ordinary shares(25,076)(144,279)
Payments of debt financing costs(311)(2,313)
Net cash used in financing activities(515,014)(162,481)
Net change in cash and cash equivalents(368,206)(150,377)
Cash and cash equivalents, beginning of period1,225,518 1,708,955 
Cash and cash equivalents, end of period$857,312 $1,558,578 
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Revenue by Business, Geography, and End Market (Unaudited)
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2023202220232022
Performance Sensing (1)
71.3 %71.7 %72.6 %71.8 %
Sensing Solutions (1)
28.7 %28.3 %27.4 %28.2 %
Total100.0 %100.0 %100.0 %100.0 %
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2023202220232022
Americas46.2 %42.1 %45.7 %41.0 %
Europe26.7 %26.0 %26.9 %26.1 %
Asia/Rest of World27.1 %31.9 %27.4 %32.9 %
Total100.0 %100.0 %100.0 %100.0 %
(percent of total revenue)For the three months ended June 30, For the six months ended June 30,
2023202220232022
Automotive (2)
50.8 %50.6 %51.7 %51.5 %
Heavy vehicle and off-road (1)
21.4 %22.1 %21.8 %21.3 %
Industrial (1)
17.4 %13.5 %16.2 %13.4 %
Appliance and HVAC4.8 %5.7 %4.8 %5.8 %
Aerospace4.4 %3.8 %4.4 %3.6 %
All other1.2 %4.3 %1.1 %4.4 %
Total100.0 %100.0 %100.0 %100.0 %
(1)    Effective April 1, 2023, we reorganized our structure to move material handling products from the Performance Sensing reportable segment to the Sensing Solutions reportable segment to align with new management reporting. Accordingly, material handling revenue, which has historically been presented in the HVOR end-market, is now presented in the Industrial end-market. Prior period amounts for revenue by business and end market have been reclassified above.
(2)    Includes amounts reflected in the Sensing Solutions segment as follows: $9.6 million and $9.9 million of revenue in the three months ended June 30, 2023 and 2022, respectively, and $17.7 million and $19.2 million of revenue in the six months ended June 30, 2023 and 2022, respectively.
Market Outgrowth (Unaudited)
For the three months ended June 30, 2023For the six months ended June 30, 2023
Reported GrowthOrganic GrowthEnd Market GrowthReported GrowthOrganic GrowthEnd Market Growth
Sensata4.1 %3.4 %2.5 %3.2 %4.0 %3.4 %
Market outgrowth, or organic revenue growth less end market growth, can be lumpy during individual quarters due to timing of customer production launches, channel inventory, customer or platform mix, and changes in market share. For the last twelve months, market outgrowth is estimated to have been 535 bps and 735 bps since the beginning of 2020.
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GAAP to Non-GAAP Reconciliations
The following unaudited tables provide a reconciliation of the difference between each of the non-GAAP financial measures referenced herein and the most directly comparable U.S. GAAP financial measure. Amounts presented in these tables may not appear to recalculate due to the effect of rounding.
Operating income and margin, income tax, net income, and earnings per share
($ in thousands, except per share amounts)For the three months ended June 30, 2023
Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$118,013 11.1 %$19,873 $49,111 $0.32 
Non-GAAP adjustments:
Restructuring related and other (1)
31,078 2.9 %(632)30,446 0.20 
Financing and other transaction costs4,265 0.4 %(98)3,923 0.03 
Step-up depreciation and amortization (2)
53,326 5.0 %— 53,326 0.35 
Deferred (gain)/loss on derivative instruments(947)(0.1 %)(1,090)4,232 0.03 
Amortization of debt issuance costs— — %— 1,685 0.01 
Deferred taxes and other tax related— — %6,433 6,433 0.04 
Total adjustments87,722 8.3 %4,613 100,045 0.65 
Adjusted (non-GAAP)$205,735 19.4 %$15,260 $149,156 $0.97 
(1)    Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information.
(2)    Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.
($ in thousands, except per share amounts)For the three months ended June 30, 2022
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$138,943 13.6 %$20,020 $34,841 $0.22 
Non-GAAP adjustments:
Restructuring related and other3,888 0.4 %(36)4,294 0.03 
Financing and other transaction costs (1)
14,434 1.4 %(450)28,277 0.18 
Step-up depreciation and amortization35,318 3.5 %— 35,318 0.22 
Deferred loss on derivative instruments1,190 0.1 %(4,013)15,431 0.10 
Amortization of debt issuance costs— — %— 1,717 0.01 
Deferred taxes and other tax related (2)
— — %9,669 9,669 0.06 
Total adjustments54,830 5.4 %5,170 94,706 0.60 
Adjusted (non-GAAP)$193,773 19.0 %$14,850 $129,547 $0.83 
(1)    Includes a mark-to-market loss on our investment in Quanergy Systems, Inc of $11.8 million, recorded in other, net. Also includes $12.8 million of expense related to compensation arrangements entered into concurrent with the closing of an acquisition, partially offset by $3.3 million of gains, which relate to changes in the fair value of acquisition-related contingent consideration amounts, each recorded in restructuring and other charges, net.
(2)    Includes $11.4 million of current tax expense related to the repatriation of profit from certain Asian subsidiaries to their parent company in the Netherlands. The decision to repatriate these profits was the result of our goal to reduce our balance sheet exposure and corresponding earnings volatility related to changes in foreign currency exchange rates as well as to fund our deployment of capital.
11

($ in thousands, except per share amounts)For the six months ended June 30, 2023
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$266,855 13.0 %$43,599 $135,528 $0.88 
Non-GAAP adjustments:
Restructuring related and other (1)
34,019 1.7 %(1,304)32,715 0.21 
Financing and other transaction costs8,513 0.4 %2,776 11,530 0.08 
Step-up depreciation and amortization (2)
92,456 4.5 %— 92,456 0.60 
Deferred (gain)/loss on derivative instruments(3,197)(0.2 %)(237)936 0.01 
Amortization of debt issuance costs— — %— 3,419 0.02 
Deferred taxes and other tax related— — %13,224 13,224 0.09 
Total adjustments131,791 6.4 %14,459 154,280 1.01 
Adjusted (non-GAAP)$398,646 19.3 %$29,140 $289,808 $1.89 
(1)    Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information.
(2)    Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.
($ in thousands, except per share amounts)For the six months ended June 30, 2022
Operating IncomeOperating MarginIncome TaxNet IncomeDiluted EPS
Reported (GAAP)$264,873 13.3 %$27,608 $57,282 $0.36 
Non-GAAP adjustments:
Restructuring related and other8,037 0.4 %(136)8,343 0.05 
Financing and other transaction costs (1)
30,259 1.5 %(994)102,837 0.65 
Step-up depreciation and amortization71,263 3.6 %— 71,263 0.45 
Deferred loss on derivative instruments1,842 0.1 %(2,202)8,470 0.05 
Amortization of debt issuance costs— — %— 3,433 0.02 
Deferred taxes and other tax related (2)
— — %1,334 1,334 0.01 
Total adjustments111,401 5.6 %(1,998)195,680 1.24 
Adjusted (non-GAAP)$376,274 18.8 %$29,606 $252,962 $1.60 
(1)    Includes $71.7 million of mark-to-market losses on our investment in Quanergy Systems, Inc, presented in other, net of our condensed consolidated statements of operations. Also includes $31.1 million of expense related to compensation arrangements entered into concurrent with the closing of certain acquisitions, partially offset by gains of $9.4 million related to changes in the fair value of acquisition-related contingent consideration, each presented in restructuring and other charges, net of our condensed consolidated statements of operations.
(2)    Includes $11.4 million of current tax expense related to the repatriation of profit from certain Asian subsidiaries to their parent companies in the Netherlands and the United States. The decision to repatriate these profits was the result of our goal to reduce our balance sheet exposure and corresponding earnings volatility related to changes in foreign currency exchange rates as well as to fund our deployment of capital.
12

Non-GAAP adjustments by location in statements of operations
(in thousands)For the three months ended June 30, For the six months ended June 30,
2023202220232022
Cost of revenue (1)
$11,142 $1,215 $8,364 $3,375 
Selling, general and administrative2,250 5,699 4,022 10,730 
Amortization of intangible assets (2)
53,071 35,019 92,147 70,666 
Restructuring and other charges, net (3)
21,259 12,897 27,258 26,630 
Operating income adjustments87,722 54,830 131,791 111,401 
Interest expense, net1,685 1,717 3,419 3,433 
Other, net (4)
6,025 32,989 4,611 82,844 
Provision for income taxes (5)
4,613 5,170 14,459 (1,998)
Net income adjustments$100,045 $94,706 $154,280 $195,680 
(1)    The three and six months ended June 30, 2023 include a charge of $10.5 million to write down inventory related to the exit of the Spear Marine Business in the second quarter of 2023.
(2)    The three and six months ended June 30, 2023 include accelerated amortization of $13.5 million related to intangible assets assigned to the Spear Marine Business.
(3)    The three and six months ended June 30, 2023 include certain charges related to the exit of the Spear Marine Business and recorded in restructuring and other charges, net, including $1.2 million of severance costs, $1.7 million related to the write-down of property, plant, and equipment, $2.3 million related to the write-down of accounts receivables, and $9.1 million of other charges, including contract termination costs. The three and six months ended June 30, 2023 and 2022 include $3.3 million, $10.6 million, $12.8 million and $31.1 million, respectively, of expense related to compensation arrangements entered into concurrent with the closing of certain acquisitions. The six months ended June 30, 2022 also includes $9.4 million of gains related to changes in the fair value of acquisition-related contingent consideration amounts.
(4)    The three and six months ended June 30, 2022 include a mark-to-market loss on our investment in Quanergy Systems, Inc of $11.8 million and $71.7 million, respectively.
(5)    The three and six months ended June 30, 2022 include $11.4 million of current tax expense related to the repatriation of profit from certain Asian subsidiaries to their parent company in the Netherlands. The decision to repatriate these profits was the result of our goal to reduce our balance sheet exposure and corresponding earnings volatility related to changes in foreign currency exchange rates as well as to fund our deployment of capital.
Free cash flow
For the three months ended
June 30, 		For the six months ended
June 30,
($ in thousands)20232022% △20232022% △
Net cash provided by operating activities$115,754 $94,533 22.4 %$212,642 $141,888 49.9 %
Additions to property, plant and equipment and capitalized software(47,562)(38,358)(24.0 %)(84,444)(74,069)(14.0 %)
Free cash flow$68,192 $56,175 21.4 %$128,198 $67,819 89.0 %
13

Adjusted corporate and other expenses
For the three months ended June 30, For the six months ended June 30,
(in thousands)2023202220232022
Corporate and other expenses (GAAP)$(81,464)$(76,362)$(143,905)$(152,485)
Restructuring related and other13,110 2,647 11,681 5,161 
Financing and other transaction costs974 2,778 3,593 6,505 
Step-up depreciation and amortization255 299 309 597 
Deferred (gain)/loss on derivative instruments(947)1,190 (3,197)1,842 
Total adjustments13,392 6,914 12,386 14,105 
Adjusted corporate and other expenses (non-GAAP)$(68,072)$(69,448)$(131,519)$(138,380)
Adjusted EBITDA
For the three months ended June 30, For the six months ended June 30,
(in thousands)LTM2023202220232022
Net income$388,931 $49,111 $34,841 $135,528 $57,282 
Interest expense, net166,728 38,105 44,842 78,196 90,287 
Provision for income taxes102,008 19,873 20,020 43,599 27,608 
Depreciation expense127,862 32,612 31,351 63,560 62,882 
Amortization of intangible assets174,952 54,563 36,805 95,337 74,172 
EBITDA960,481 194,264 167,859 416,220 312,231 
Non-GAAP Adjustments
Restructuring related and other63,553 31,078 4,330 34,019 8,479 
Financing and other transaction costs(87,573)4,021 28,727 8,754 103,831 
Deferred (gain)/loss on derivative instruments(7,622)5,322 19,444 1,173 10,672 
Adjusted EBITDA$928,839 $234,685 $220,360 $460,166 $435,213 
Net debt and leverage
As of
($ in thousands)June 30,
2023		December 31, 2022
Current portion of long-term debt, finance lease and other financing obligations$1,809 $256,471 
Finance lease and other financing obligations, less current portion23,771 24,742 
Long-term debt, net3,770,507 3,958,928 
Total debt, finance lease, and other financing obligations3,796,087 4,240,141 
Less: discount, net of premium(2,355)(3,360)
Less: deferred financing costs(27,138)(29,916)
Total gross indebtedness3,825,580 4,273,417 
Less: cash and cash equivalents857,312 1,225,518 
Net debt$2,968,268 $3,047,899 
Adjusted EBITDA (LTM)$928,839 $903,886 
Net leverage ratio3.23.4

14

Guidance
For the three months ending September 30, 2023
($ in millions, except per share amounts)Operating IncomeNet IncomeEPS
LowHighLowHighLowHigh
GAAP$140.1 $153.0 $74.1 $83.9 $0.47 $0.56 
Restructuring related and other2.4 3.5 2.4 3.5 0.02 0.02 
Financing and other transaction costs2.5 3.5 2.5 3.5 0.02 0.02 
Step-up depreciation and amortization38.0 39.0 38.0 39.0 0.25 0.25 
Deferred (gain)/loss on derivative instruments(1)
— — — — — — 
Amortization of debt issuance costs— — 1.5 1.5 0.01 0.01 
Deferred taxes and other tax related— — 10.5 11.6 0.07 0.08 
Non-GAAP$183.0 $199.0 $129.0 $143.0 $0.84 $0.94 
Weighted-average diluted shares outstanding (in millions)153.4153.4
(1)    We are unable to predict movements in commodity prices and, therefore, the impact of mark-to-market adjustments on our commodity forward contracts to our projected operating results. In prior periods such adjustments have been significant to our reported GAAP earnings.

# # #
Investors:Media:
Jacob SayerAlexia Taxiarchos
(508) 236-1666(508) 236-1761
jsayer@sensata.comataxiarchos@sensata.com
15
v3.23.2
Cover
Jul. 25, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 25, 2023
Entity Registrant Name SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key 0001477294
Amendment Flag false
Entity Incorporation, State or Country Code X0
Entity File Number 001-34652
Entity Tax Identification Number 98-1386780
Entity Address, Address Line One 529 Pleasant Street
Entity Address, City or Town Attleboro
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02703
Entity Address, Country US
City Area Code +1(508)
Local Phone Number 236 3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares - nominal value €0.01 per share
Trading Symbol ST
Security Exchange Name NYSE
Entity Emerging Growth Company false
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