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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________________________ 
FORM 10-Q
______________________________________________________________________________________________________________________ 
(Mark One)
☒
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2024
OR
☐
¨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 N.V.PLC
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)
_____________________________________ 
_________________________________________________________________________________ 
England and Wales98-1386780
THE NETHERLANDS98-0641254
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Jan Tinbergenstraat 80, 7559 SP Hengelo
The Netherlands
31-74-357-8000
(Address of Principal Executive Offices, including Zip Code)(Registrant’s Telephone Number, Including Area Code)
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.report)
_____________________________________ 
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 (1) has filed all reports required to be filed by sectionSection 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  ý☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes ý☒    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 (Check one):
Act.
Large accelerated filerý☒Accelerated filer¨☐
Non-accelerated filer¨☐(Do not check if a smaller reporting company)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 ý☒
As of October 13, 2017, 171,296,417April 16, 2024, 150,738,907 ordinary shares were outstanding.


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TABLE OF CONTENTS
PART I
PART I
Item 1.
3
4
5
6
7
78
Item 2.
2220
Item 3.
30
Item 4.
30
PART II
Item 1.
3132
Item 1A.
3132
Item 2.
3132
Item 3.
3132
Item 6.5.
32
Item 6.
3335
36

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PART I—FINANCIAL INFORMATION


Item 1.Financial Statements.
Item 1.Financial Statements.
SENSATA TECHNOLOGIES HOLDING N.V.PLC
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(unaudited)
September 30,
2017		 December 31,
2016
March 31,
2024		March 31,
2024		December 31,
2023
Assets   
Current assets:   
Current assets:
Current assets:
Cash and cash equivalents$612,972
 $351,428
Accounts receivable, net of allowances of $12,561 and $11,811 as of September 30, 2017 and December 31, 2016, respectively569,881
 500,211
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net of allowances of $21,851 and $28,980 as of March 31, 2024 and December 31, 2023, respectively
Inventories447,486
 389,844
Prepaid expenses and other current assets100,935
 100,002
Total current assets
Total current assets
Total current assets1,731,274
 1,341,485
Property, plant and equipment, net735,924
 724,046
Goodwill3,005,464
 3,005,464
Other intangible assets, net of accumulated amortization of $1,727,644 and $1,607,269 as of September 30, 2017 and December 31, 2016, respectively958,972
 1,075,431
Other intangible assets, net of accumulated amortization of $2,561,367 and $2,522,760 as of March 31, 2024 and December 31, 2023, respectively
Deferred income tax assets26,678
 20,695
Other assets79,625
 73,855
Total assets$6,537,937
 $6,240,976
Liabilities and shareholders’ equity   
Liabilities and shareholders' equity
Current liabilities:   
Current portion of long-term debt, capital lease and other financing obligations$13,176
 $14,643
Current liabilities:
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations
Current portion of long-term debt, finance lease and other financing obligations
Current portion of long-term debt, finance lease and other financing obligations
Accounts payable324,119
 299,198
Income taxes payable27,031
 23,889
Accrued expenses and other current liabilities263,611
 245,566
Total current liabilities
Total current liabilities
Total current liabilities627,937
 583,296
Deferred income tax liabilities404,575
 392,628
Pension and other post-retirement benefit obligations36,192
 34,878
Capital lease and other financing obligations, less current portion29,990
 32,369
Finance lease obligations, less current portion
Long-term debt, net3,224,684
 3,226,582
Other long-term liabilities32,034
 29,216
Total liabilities4,355,412
 4,298,969
Commitments and contingencies (Note 10)


Commitments and contingencies (Note 11)Commitments and contingencies (Note 11)
Shareholders’ equity:   
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued2,289
 2,289
Treasury shares, at cost, 7,140 and 7,557 shares as of September 30, 2017 and December 31, 2016, respectively(290,894) (306,505)
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 175,839 and 175,832 shares issued as of March 31, 2024 and December 31, 2023, respectively
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 175,839 and 175,832 shares issued as of March 31, 2024 and December 31, 2023, respectively
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 175,839 and 175,832 shares issued as of March 31, 2024 and December 31, 2023, respectively
Treasury shares, at cost, 25,365 and 25,090 shares as of March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital1,658,574
 1,643,449
Retained earnings862,954
 636,841
Accumulated other comprehensive loss(50,398) (34,067)
Total shareholders’ equity2,182,525
 1,942,007
Total liabilities and shareholders’ equity$6,537,937
 $6,240,976
Accumulated other comprehensive income
Total shareholders' equity
Total shareholders' equity
Total shareholders' equity
Total liabilities and shareholders' equity

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

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SENSATA TECHNOLOGIES HOLDING N.V.PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
 For the three months ended
 March 31, 2024March 31, 2023
Net revenue$1,006,709 $998,175 
Operating costs and expenses:
Cost of revenue689,260 670,471 
Research and development45,314 45,939 
Selling, general and administrative88,046 86,150 
Amortization of intangible assets38,515 40,774 
Restructuring and other charges, net782 5,999 
Total operating costs and expenses861,917 849,333 
Operating income144,792 148,842 
Interest expense(38,395)(48,791)
Interest income3,738 8,700 
Other, net(11,544)1,392 
Income before taxes98,591 110,143 
Provision for income taxes22,570 23,726 
Net income$76,021 $86,417 
Basic net income per share$0.51 $0.57 
Diluted net income per share$0.50 $0.56 
 For the three months ended For the nine months ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net revenue$819,054
 $789,798
 $2,466,199
 $2,413,892
Operating costs and expenses:       
Cost of revenue527,432
 508,944
 1,601,190
 1,574,763
Research and development34,002
 31,601
 97,032
 95,240
Selling, general and administrative75,972
 75,046
 227,256
 224,637
Amortization of intangible assets40,317
 50,562
 121,578
 151,572
Restructuring and special charges1,329
 837
 18,768
 3,167
Total operating costs and expenses679,052
 666,990
 2,065,824
 2,049,379
Profit from operations140,002
 122,808
 400,375
 364,513
Interest expense, net(40,263) (41,176) (120,578) (125,201)
Other, net3,112
 (726) 7,190
 4,892
Income before taxes102,851
 80,906
 286,987
 244,204
Provision for income taxes14,816
 11,121
 47,759
 48,297
Net income$88,035
 $69,785
 $239,228
 $195,907
Basic net income per share:$0.51
 $0.41
 $1.40
 $1.15
Diluted net income per share:$0.51
 $0.41
 $1.39
 $1.14

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

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SENSATA TECHNOLOGIES HOLDING N.V.PLC
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)
 
 For the three months ended
 March 31, 2024March 31, 2023
Net income$76,021 $86,417 
Other comprehensive (loss)/income:
Cash flow hedges9,242 2,807 
Defined benefit and retiree healthcare plans227 393 
Cumulative translation adjustment(14,721)— 
Other comprehensive (loss)/income(5,252)3,200 
Comprehensive income$70,769 $89,617 
 For the three months ended For the nine months ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net income$88,035
 $69,785
 $239,228
 $195,907
Other comprehensive loss, net of tax:       
Deferred loss on derivative instruments, net of reclassifications(6,784) (8,485) (17,820) (25,010)
Defined benefit and retiree healthcare plans274
 24
 1,489
 291
Other comprehensive loss(6,510) (8,461) (16,331) (24,719)
Comprehensive income$81,525
 $61,324
 $222,897
 $171,188

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

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SENSATA TECHNOLOGIES HOLDING N.V.PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
For the nine months ended For the three months ended
September 30, 2017 September 30, 2016 March 31, 2024March 31, 2023
Cash flows from operating activities:   
Net income$239,228
 $195,907
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation82,014
 77,649
Amortization of deferred financing costs and original issue discounts5,528
 5,501
Gain on sale of assets(1,180) —
Depreciation
Depreciation
Amortization of debt issuance costs
Gain on sale of business
Share-based compensation15,106
 13,279
Amortization of inventory step-up to fair value—
 2,319
Loss on debt financing
Amortization of intangible assets121,578
 151,572
Deferred income taxes11,836
 15,706
Unrealized loss on hedges and other non-cash items5,844
 660
Changes in operating assets and liabilities, net of effects of acquisitions:   
Loss on equity investments, net
Unrealized (gain)/loss on derivative instruments and other
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net
Accounts receivable, net
Accounts receivable, net(69,670) (65,373)
Inventories(58,476) (20,624)
Prepaid expenses and other current assets(19,251) 2,320
Accounts payable and accrued expenses40,144
 33,371
Income taxes payable3,142
 (6,361)
Other(3,564) (9,575)
Acquisition-related compensation payments
Net cash provided by operating activities372,279
 396,351
Cash flows from investing activities:   
Acquisition of CST, net of cash received—
 4,688
Additions to property, plant and equipment and capitalized software(103,536) (94,584)
Investment in equity securities—
 (50,000)
Proceeds from the sale of assets8,862
 751
Other(3,000) —
Additions to property, plant and equipment and capitalized software
Additions to property, plant and equipment and capitalized software
Proceeds from the sale of business, net of cash sold
Proceeds from the sale of business, net of cash sold
Proceeds from the sale of business, net of cash sold
Net cash used in investing activities
Net cash used in investing activities
Net cash used in investing activities(97,674) (139,145)
Cash flows from financing activities:   
Proceeds from exercise of stock options and issuance of ordinary shares5,332
 3,306
Proceeds from exercise of stock options and issuance of ordinary shares
Proceeds from exercise of stock options and issuance of ordinary shares
Payment of employee restricted stock tax withholdings
Payments on debt(14,459) (297,698)
Payments on debt
Payments on debt
Dividends paid
Payments to repurchase ordinary shares(2,817) (4,672)
Payments of debt issuance costs(137) (518)
Other(980) —
Purchase of noncontrolling interest in joint venture
Payments of debt financing costs
Net cash used in financing activities(13,061) (299,582)
Net cash used in financing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents261,544
 (42,376)
Cash and cash equivalents, beginning of period351,428
 342,263
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of period$612,972
 $299,887
The accompanying notes are an integral part of these condensed consolidated financial statements.

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SENSATA TECHNOLOGIES HOLDING N.V.PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
(unaudited)
 Ordinary SharesTreasury SharesAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Shareholders' Equity
 NumberAmountNumberAmount
Balance as of December 31, 2023175,832 $2,249 (25,090)$(1,213,160)$1,901,621 $2,295,604 $9,962 $2,996,276 
Surrender of shares for tax withholding— — (3)(129)— — — (129)
Vesting of restricted securities10 — — — — — — — 
Cash dividends paid— — — — — (18,056)— (18,056)
Repurchase of ordinary shares— — (275)(10,052)— — — (10,052)
Retirement of ordinary shares(3)— 3 129 — (129)— — 
Share-based compensation— — — — 8,133 — — 8,133 
Purchase of noncontrolling interest in joint venture— — — — (72,107)— — (72,107)
Net income— — — — — 76,021 — 76,021 
Other comprehensive loss— — — — — — (5,252)(5,252)
Balance as of March 31, 2024175,839 $2,249 (25,365)$(1,223,212)$1,837,647 $2,353,440 $4,710 $2,974,834 
 Ordinary SharesTreasury SharesAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' Equity
 NumberAmountNumberAmount
Balance as of December 31, 2022175,207 $2,242 (22,781)$(1,124,713)$1,866,201 $2,383,341 $(16,264)$3,110,807 
Surrender of shares for tax withholding— — (2)(123)— — — (123)
Stock options exercised82 1 — — 2,761 — — 2,762 
Vesting of restricted securities11 — — — — — — — 
Cash dividends paid— — — — — (16,777)— (16,777)
Retirement of ordinary shares(2)— 2 123 — (123)— — 
Share-based compensation— — — — 7,206 — — 7,206 
Net income— — — — — 86,417 — 86,417 
Other comprehensive income— — — — — — 3,200 3,200 
Balance as of March 31, 2023175,298 $2,243 (22,781)$(1,124,713)$1,876,168 $2,452,858 $(13,064)$3,193,492 

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
(In thousands, except per share amounts, or unless otherwise noted)
(unaudited)
1. Business Description and Basis of Presentation
Description of Business
The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, and cash flows, and changes in shareholders' equity of Sensata Technologies Holding N.V. ("Sensata N.V.")plc, a public limited company incorporated under the laws of England and Wales, and its wholly-ownedconsolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."
Sensata N.V. is incorporated under the laws of the Netherlands and conducts its operations through subsidiary companies that operate business and product development centers primarily in the United States (the "U.S."), the Netherlands, Belgium, China, Germany, Japan, South Korea, and the United Kingdom (the "U.K."); and manufacturing operations primarily in China, Malaysia, Mexico, Bulgaria, France, Germany, the U.K., and the U.S. We organize our operations into two businesses, Performance Sensing and Sensing Solutions.
On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our parent company’s location of incorporation from the Netherlands to the U.K. To effect this change, the shareholders of Sensata N.V. will be asked to approve a cross-border merger between Sensata N.V. and Sensata Technologies Holding plc (“Sensata U.K.”), a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata U.K. being the surviving entity (the “Merger”). If approved by our shareholders, we would expect to complete the Merger during the first quarter of 2018, which would result in Sensata U.K. becoming the publicly-traded parent of the subsidiary companies that are currently controlled by Sensata N.V.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("U.S. 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 interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2016 necessarily representative of those actually experienced for the full year 2016. 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, 2016.2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024 (the "2023 Annual Report").
All intercompany balancesIn the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy. The most significant changes include combining our Automotive and transactionsHVOR businesses (with the combined business remaining in Performance Sensing) and moving the Insights business out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments. We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus. We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers. Prior year amounts in this Quarterly Report on Form 10-Q have been eliminated.recast to reflect this realignment. Refer to Note 15: Segment Reporting for additional information
In the three months ended March 31, 2024, we presented interest income on the condensed consolidated statements of operations separate from interest expense. In the three months ended March 31, 2023, interest income had been included in interest expense, net. Accordingly, we reclassified prior period interest income to a separate caption in the condensed consolidated statements of operations to conform to current period presentation.
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
In May 2014,November 2023, the Financial Accounting Standards Board (the "FASB")FASB issued Accounting Standards Update ("ASU") No. 2014-09, 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods, and that a public entity provide the title and position of the chief operating decision maker. Other requirements of the guidance are not expected to be material. There is no change to the guidance for identification or aggregation of operating or reportable segments. FASB ASU No. 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance must be applied retrospectively to all prior periods presented. We adopted the guidance in FASB ASU No. 2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively.
In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact on our income tax related disclosures.
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3. Revenue Recognition
The following tables present net revenue disaggregated by segment and end market for the three months ended March 31, 2024 and 2023 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"), and other:
For the three months ended March 31, 2024
PSSSOtherTotal
Automotive$530,624 $32,408 $— $563,032 
HVOR (1)
182,694 6,858 — 189,552 
Industrial— 124,281 — 124,281 
Appliance and HVAC (2)
— 47,055 — 47,055 
Aerospace— 46,153 — 46,153 
Other— 1,084 35,552 36,636 
Total$713,318 $257,839 $35,552 $1,006,709 
For the three months ended March 31, 2023
PSSS
Other (3)
Total
Automotive (3)
$499,095 $25,923 $— $525,018 
HVOR (3)(4)
168,667 5,754 — 174,421 
Industrial (4)
— 148,512 — 148,512 
Appliance and HVAC— 47,474 — 47,474 
Aerospace— 44,326 — 44,326 
Other (3)
— 11,461 46,963 58,424 
Total$667,762 $283,450 $46,963 $998,175 

(1)    Heavy vehicle and off-road.
(2)    Heating, ventilation and air conditioning.
(3)    In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1: Basis of Presentation and Note 15: Segment Reporting. As a result, certain revenue in the Automotive and HVOR end markets have been moved from ContractsPerformance Sensing to Sensing Solutions. In addition, Insights revenue was moved from the HVOR end market (in Performance Sensing) to the other end market in a separate operating segment that is not aggregated within either of our reportable segments. The three months ended March 31, 2023 have been retrospectively recast to reflect this change.
(4)    Effective April 1, 2023, we moved our material handling products from Performance Sensing to Sensing Solutions operating segment to align with Customers (Topic 606),new management reporting. As a result, material handling revenue was moved from the HVOR end market to the Industrial end market. The three months ended March 31, 2023 have been retrospectively recast to reflect this change.
4. Share-Based Payment Plans
The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2024 and 2023:
 For the three months ended
 March 31, 2024March 31, 2023
Stock options$— $119 
Restricted securities8,133 7,087 
Share-based compensation expense$8,133 $7,206 
5. Restructuring and Other Charges, Net
Q3 2023 Plan
In the three months ended September 30, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was
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commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end-markets and to take active measures to accelerate our margin recovery.
The reductions-in-force, which creates oneare subject to the laws and regulations of the countries in which the actions are planned, are expected to impact 510 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $20.5 million and $25.5 million, primarily related to reductions-in-force. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before June 30, 2024. We expect to settle these charges with cash on hand.
We expect these restructuring charges to impact our business segments and corporate functions as follows:
Charges
(Dollars in thousands)PositionsMinimumMaximum
Performance Sensing160 7,043 8,495 
Sensing Solutions150 5,214 7,495 
Corporate and other200 8,243 9,510 
Total510 20,500 25,500 
Restructuring charges, net recognized in the three months ended March 31, 2024 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below.
(In thousands)Severance
Facility and other exit costs (1)
Performance Sensing$528 $— 
Sensing Solutions(349)— 
Corporate and other419 — 
Q3 2023 Plan total$598 $— 

(1)    Includes site closures.
Summary
The following table presents the charges and gains included as components of restructuring and other charges, net for the three months ended March 31, 2024 and 2023:
For the three months ended
March 31, 2024March 31, 2023
Q3 2023 Plan charges, net (1)
$598 $— 
Other restructuring and other charges, net
Severance charges, net (2)
(9)4,213 
Facility and other exit costs168 225 
Gain on sale of business— (5,877)
Acquisition-related compensation arrangements955 7,272 
Other(930)166 
Restructuring and other charges, net$782 $5,999 

(1)    Includes severance charges, net and facility and other exit costs relating to the Q3 2023 Plan as detailed under the heading Q3 2023 Plan above.
(2)    Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan.
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The following table presents a rollforward of our severance liability for the three months ended March 31, 2024:
Q3 2023 PlanOtherTotal
Balance as of December 31, 2023$6,017 $769 $6,786 
Charges, net of reversals598 (9)589 
Payments(3,296)(369)(3,665)
Foreign currency remeasurement(97)(13)(110)
Balance as of March 31, 2024$3,222 $378 $3,600 
The severance liability as of March 31, 2024 and December 31, 2023 were entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
6. Other, Net
The following table presents the components of other, net for the three months ended March 31, 2024 and 2023:
 For the three months ended
 March 31, 2024March 31, 2023
Currency remeasurement gain/(loss) on net monetary assets$1,031 $(1,259)
Gain on foreign currency forward contracts680 184 
Gain on commodity forward contracts1,099 1,899 
Loss on debt financing— (485)
Loss on equity investments, net (1)
(13,287)— 
Net periodic benefit cost, excluding service cost(841)(971)
Other(226)2,024 
Other, net$(11,544)$1,392 

(1)    Primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic (FASB ASC 606, Revenue from Contracts with Customers) that replaces321, Investments—Equity Securities. Refer to Note 13: Fair Value Measures for additional information.
7. Income Taxes
The following table presents the current guidance found in FASB ASC 605, Revenue Recognition, and various other revenue accounting standardsprovision for specialized transactions and industries. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidanceincome taxes for the yearthree months ended March 31, 2024 and 2023:
 For the three months ended
 March 31, 2024March 31, 2023
Provision for income taxes$22,570 $23,726 
The provision for income taxes consists of adoption, but not for prior years. Under(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 latter method, entities will recognize a cumulative catch-up adjustmentrepatriation 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 opening balancerealizability of retained earnings at the effective date for contracts that still require performance by the entity.our deferred tax assets.


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8. Net Income per Share
In August 2015,Basic and diluted net income per share are calculated by dividing net income by the FASB issued ASU No. 2015-14, Revenuenumber of basic and diluted weighted-average ordinary shares outstanding during the period. For the three months ended March 31, 2024 and 2023 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:
 For the three months ended
March 31, 2024March 31, 2023
Basic weighted-average ordinary shares outstanding150,480 152,518 
Dilutive effect of stock options— 151 
Dilutive effect of unvested restricted securities441 655 
Diluted weighted-average ordinary shares outstanding150,921 153,324 
Certain potential ordinary shares were excluded from Contracts with Customers (Topic 606): Deferralour calculation of Effective Date, which defers the effective date of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Wediluted weighted-average ordinary shares outstanding because either they would have developedhad an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidanceanti-dilutive effect on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial positionnet income per share or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosuresthey related to revenue recognition,equity awards that were contingently issuable for which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.contingency had not been satisfied. These potential ordinary shares were as follows:
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.
For the three months ended
March 31, 2024March 31, 2023
Anti-dilutive shares excluded1,763 381 
Contingently issuable shares excluded1,060 1,268 
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.
3.9. Inventories
The following table presents the components of inventories as of September 30, 2017March 31, 2024 and December 31, 2016 were as follows:2023:
September 30,
2017		 December 31,
2016
March 31,
2024		March 31,
2024		December 31,
2023
Finished goods$191,165
 $169,304
Work-in-process91,569
 74,810
Raw materials164,752
 145,730
Inventories$447,486
 $389,844
4. Shareholders' Equity
Treasury Shares
Ordinary shares repurchased by us are recorded at cost, as treasury shares, and result in a reduction of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs. The cost of reissued shares is determined using the first-in, first-out method. During the nine months ended September 30, 2017, we reissued 0.5 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $13.1 million.

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Accumulated Other Comprehensive Loss10. Debt
The following is a roll forward oftable presents the components of Accumulated other comprehensive loss for the nine months ended September 30, 2017:
  Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss
Balance as of December 31, 2016 $23
 $(34,090) $(34,067)
Other comprehensive loss before reclassifications, net of tax (25,078) —
 (25,078)
Amounts reclassified from accumulated other comprehensive loss, net of tax 7,258
 1,489
 8,747
Net current period other comprehensive (loss)/income (17,820) 1,489
 (16,331)
Balance as of September 30, 2017 $(17,797) $(32,601) $(50,398)
The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 are as follows:
           
  Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations
  For the three months ended For the nine months ended 
Component September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 
Derivative instruments designated and qualifying as cash flow hedges          
Foreign currency forward contracts $4,075
 $(2,771) $(3,678) $(15,075) 
Net revenue (1)
Foreign currency forward contracts 1,953
 4,834
 13,356
 14,857
 
Cost of revenue (1)
Total, before taxes 6,028
 2,063
 9,678
 (218) Income before taxes
Income tax effect (1,507) (514) (2,420) 55
 Provision for income taxes
Total, net of taxes $4,521
 $1,549
 $7,258
 $(163) Net income
           
Defined benefit and retiree healthcare plans $297
 $(5) $1,557
 $324
 
Various (2)
Income tax effect (23) 29
 (68) (33) Provision for income taxes
Total, net of taxes $274
 $24
 $1,489
 $291
 Net income
(1)See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss.
(2)Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") expense line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

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5. Restructuring and Special Charges
Restructuring and special charges for the three and nine months ended September 30, 2017 were $1.3 million and $18.8 million, respectively, which related primarily to the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST"), facility exit costs related to a limited number of other line moves and exit activities, and severance costs related to the termination of a limited number of employees. Charges related to the closing of our facility in Minden, Germany for the three and nine months ended September 30, 2017 consisted of (i) severance charges of $0.0 million and $8.4 million, respectively, and (ii) facility exit costs of $1.3 million and $2.4 million, respectively.
Restructuring and special charges for the three and nine months ended September 30, 2016 were $0.8 million and $3.2 million, respectively, which consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.
Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2017 were as follows:
  Severance
Balance at December 31, 2016 $17,350
Charges, net of reversals 11,747
Payments (20,072)
Impact of changes in foreign currency exchange rates 1,529
Balance at September 30, 2017 $10,554
6. Debt
Our long-term debt, net and capitalfinance lease and other financing obligations as of September 30, 2017March 31, 2024 and December 31, 2016 consisted2023:
Maturity DateMarch 31,
2024		December 31,
2023
5.0% Senior NotesOctober 1, 2025$700,000 $700,000 
4.375% Senior NotesFebruary 15, 2030450,000 450,000 
3.75% Senior NotesFebruary 15, 2031750,000 750,000 
4.0% Senior NotesApril 15, 20291,000,000 1,000,000 
5.875% Senior NotesSeptember 1, 2030500,000 500,000 
Less: debt discount, net of premium(1,230)(1,568)
Less: deferred financing costs(23,259)(24,444)
Long-term debt, net$3,375,511 $3,373,988 
Finance lease obligations$24,927 $25,225 
Less: current portion(2,340)(2,276)
Finance lease obligations, less current portion$22,587 $22,949 
Our debt as of the following:
  Maturity Date September 30,
2017		 December 31,
2016
Term Loan October 14, 2021 $927,794
 $937,794
4.875% Senior Notes October 15, 2023 500,000
 500,000
5.625% Senior Notes November 1, 2024 400,000
 400,000
5.0% Senior Notes October 1, 2025 700,000
 700,000
6.25% Senior Notes February 15, 2026 750,000
 750,000
Less: discount   (15,812) (17,655)
Less: deferred financing costs   (29,971) (33,656)
Less: current portion   (7,327) (9,901)
Long-term debt, net   $3,224,684
 $3,226,582
       
Capital lease and other financing obligations   $35,839
 $37,111
Less: current portion   (5,849) (4,742)
Capital lease and other financing obligations, less current portion   $29,990
 $32,369
AsMarch 31, 2024 and December 31, 2023 consists of September 30, 2017, there was $415.3 millionvarious tranches of availability undersenior unsecured notes. We also have secured credit facilities which provide for our $420.0$750.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued. Refer to Note 14: Debt of the audited consolidated financial statements and notes thereto included in the 2023 Annual Report for additional information regarding our existing indebtedness.
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As of March 31, 2024, we had $746.1 million available under the Revolving Credit Facility, net of $4.7$3.9 million of obligations in respect of outstanding letters of credit.credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2017,March 31, 2024, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017 and 2018.

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credit.
Accrued Interest
Accrued interest associated with our outstanding debt is included as a component of Accruedaccrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2017March 31, 2024 and December 31, 2016,2023, accrued interest totaled $45.7$44.7 million and $36.8$45.2 million, respectively.
7. Income Taxes
We recorded a Provision for income taxes for the three months ended September 30, 2017 and 2016 of $14.8 million and $11.1 million, respectively, and for the nine months ended September 30, 2017 and 2016 of $47.8 million and $48.3 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.
During the three and nine months ended September 30, 2016, we recognized a benefit from income taxes of $5.1 million and $3.7 million, respectively, related to the change in our U.S. valuation allowance associated with the acquisition of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes.
8. Pension and Other Post-Retirement Benefits
We provide various pension and other post-retirement benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans.
The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2017 and 2016 were as follows:
 U.S. Plans Non-U.S. Plans  
 Defined Benefit Retiree Healthcare Defined Benefit Total
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Service cost$—
 $—
 $21
 $25
 $661
 $697
 $682
 $722
Interest cost385
 332
 80
 94
 273
 298
 738
 724
Expected return on plan assets(527) (659) —
 —
 (230) (249) (757) (908)
Amortization of net loss291
 118
 8
 46
 64
 42
 363
 206
Amortization of prior service (credit)—
 —
 (334) (334) (1) (18) (335)��(352)
Loss on settlement269
 140
 —
 —
 —
 1
 269
 141
Net periodic benefit cost/(credit)$418
 $(69) $(225) $(169) $767
 $771
 $960
 $533

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The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2017 and 2016 were as follows:
 U.S. Plans Non-U.S. Plans  
 Defined Benefit Retiree Healthcare Defined Benefit Total
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Service cost$—
 $—
 $64
 $76
 $1,917
 $2,003
 $1,981
 $2,079
Interest cost1,214
 1,109
 239
 283
 784
 887
 2,237
 2,279
Expected return on plan assets(1,617) (2,006) —
 —
 (677) (714) (2,294) (2,720)
Amortization of net loss854
 355
 32
 142
 202
 89
 1,088
 586
Amortization of prior service (credit)/cost—
 —
 (1,001) (1,001) (3) 8
 (1,004) (993)
Loss on settlement1,473
 730
 —
 —
 —
 1
 1,473
 731
Net periodic benefit cost/(credit)$1,924
 $188
 $(666) $(500) $2,223
 $2,274
 $3,481
 $1,962
9. Share-Based Payment Plans
Share-Based Compensation Expense
The table below presents non-cash compensation expense related to our equity awards, which is recorded within SG&A expense in the condensed consolidated statements of operations, during the identified periods:
 For the three months ended For the nine months ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Stock options$1,575
 $1,621
 $5,055
 $5,547
Restricted securities3,522
 3,136
 10,051
 7,732
Share-based compensation expense$5,097
 $4,757
 $15,106
 $13,279
Share-Based Compensation Awards
We grant share-based compensation awards for which vesting is subject only to continued employment and the passage of time (options and restricted stock units ("RSUs" and each an "RSU")), as well as those for which vesting also depends on the attainment of certain performance criteria (performance-based options and performance-based restricted stock units ("PRSUs" and each a "PRSU")).

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We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2017:
Options Granted to Number of Options Granted (in thousands) Weighted- Average Grant Date Fair Value Vesting Period
Various executives and employees 387 $14.50 25% per year over four years
We granted the following RSUs and PRSUs under the 2010 Equity Plan during the nine months ended September 30, 2017:
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
Various executives and employees 
RSU (1)
 147 N/A $43.67
Directors 
RSU (1)
 34 N/A $41.10
Various executives and employees 
PRSU (2)
 183 0.0% - 172.5% $43.67
Various executives and employees 
PRSU (2)
 53 0.0% - 200.0% $43.33
(1)
RSUs granted during the nine months ended September 30, 2017 vest on various dates between June 2018 and July 2020.
(2)
PRSUs granted during the nine months ended September 30, 2017 vest on various dates between April and May 2020, with the amount ultimately vesting within the range shown in the table above, dependent on the extent to which certain performance criteria are met.
Option Exercises
During the nine months ended September 30, 2017, 266 stock options were exercised, all of which were settled with shares reissued from treasury.
10.11. Commitments and Contingencies
Legal Proceedings and Claims
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Most of our litigation matters are third-party claims for property damage allegedly caused by our products but some involve allegations of personal injury or wrongful death. 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 resultresults of operations, financial position, condition, and/or cash flows.

12. Shareholders' Equity
Purchase of noncontrolling interest in joint venture
In February 2024, Sensata purchased the remaining 50% interest in the Company’s joint venture with Dongguan Churod Electronics Co., Ltd. for approximately $79.4 million. Prior to the transaction, the Company had been consolidating the joint venture. The purchase of the 50% non-controlling interest was accounted for as an equity transaction. No gain or loss was recognized in the condensed consolidated statements of operations. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity.
Cash Dividends
In the three months ended March 31, 2024 and 2023, we paid aggregate cash dividends of $18.1 million and $16.8 million, respectively. On April 24, 2024, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable on May 22, 2024 to shareholders of record as of May 8, 2024.
Foreign Currency Translation
Prior to October 1, 2023, the functional currency of the Company's wholly-owned subsidiaries in China was USD. Effective October 1, 2023, as a result of significant changes in economic facts and circumstances in the operations of our China foreign entities, the functional currency of the Company's wholly-owned subsidiaries in China changed to the CNY. The changes in economic facts and circumstances caused a permanent change to our strategy in China toward a more self-contained model, making China the primary economic environment in which these subsidiaries operate. This change was accounted for prospectively and does not impact prior period financial statements.
As a result of this change, in the fourth quarter of 2023, we started recording an adjustment to translate these subsidiaries' financial statements from CNY to USD (our reporting currency). These adjustments are included in other comprehensive income and are presented under the heading Accumulated Other Comprehensive Income/(Loss) below.
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. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity.
On January 20, 2022, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $500.0 million program approved in July 2019. On September 26, 2023, our Board of Directors authorized a new $500.0 million ordinary share repurchase program (the “September 2023 Program”), which replaced the January 2022 Program and became effective on October 1, 2023.
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In the three months ended March 31, 2024, we repurchased 0.3 million ordinary shares for $10.1 million. These repurchases were made under the September 2023 Program. We did not repurchase any shares in the three months ended March 31, 2023. As of March 31, 2024, $461.8 million remained available for repurchase under the September 2023 Program.
11.Accumulated Other Comprehensive Income
The following table presents the components of accumulated other comprehensive income for the three months ended March 31, 2024:
Cash Flow HedgesDefined Benefit and Retiree Healthcare PlansCumulative Translation AdjustmentAccumulated Other Comprehensive Income
Balance as of December 31, 2023$17,513 $(28,499)$20,948 $9,962 
Other comprehensive income before reclassifications, net of tax14,779 — (14,721)58 
Reclassifications from accumulated other comprehensive income, net of tax(5,537)227 — (5,310)
Other comprehensive income9,242 227 (14,721)(5,252)
Balance as of March 31, 2024$26,755 $(28,272)$6,227 $4,710 
The following table presents the amounts reclassified from accumulated other comprehensive income for the three months ended March 31, 2024 and 2023:
For the three months ended March 31,Affected Line in Condensed Consolidated Statements of Operations
Component20242023
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts$(108)$(6,639)
Net revenue (1)
Foreign currency forward contracts(7,354)(1,697)
Cost of revenue (1)
Total, before taxes(7,462)(8,336)Income before taxes
Income tax effect1,925 2,151 Provision for income taxes
Total, net of taxes$(5,537)$(6,185)Net income
Defined benefit and retiree healthcare plans$296 $537 Other, net
Income tax effect(69)(144)Provision for income taxes
Total, net of taxes$227 $393 Net income

(1)    Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive income in future periods.
13. Fair Value Measures
Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with FASB ASC 820, Fair Value Measurement.
Measured on a Recurring Basis
The following table presents information aboutfair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017March 31, 2024 and December 31, 2016, aggregated by the level2023 are shown in the fair value hierarchy within which those measurements fell:below table.
 March 31,
2024		December 31,
2023
Assets
Cash equivalents (Level 1)$144,804 $138,749 
Foreign currency forward contracts (Level 2)33,997 28,871 
Commodity forward contracts (Level 2)2,113 1,457 
Total$180,914 $169,077 
Liabilities
Foreign currency forward contracts (Level 2)$2,462 $8,996 
Commodity forward contracts (Level 2)248 795 
Total$2,710 $9,791 
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 September 30, 2017 December 31, 2016
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets           
Foreign currency forward contracts$—
 $8,869
 $—
 $—
 $32,757
 $—
Commodity forward contracts—
 4,847
 —
 —
 2,639
 —
Total$—
 $13,716
 $—
 $—
 $35,396
 $—
Liabilities           
Foreign currency forward contracts$—
 $31,911
 $—
 $—
 $27,201
 $—
Commodity forward contracts—
 1,666
 —
 —
 3,790
 —
Total$—
 $33,577
 $—
 $—
 $30,991
 $—
Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.
Measured on a Nonrecurring Basis
We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 20162023 and determined that these assets were notour Insights reporting unit was impaired. As of September 30, 2017, noRefer to additional information in our 2023 Annual Report. No events or changes in circumstances occurred in the three months ended March 31, 2024 that would have triggered the need for an additional impairment review of our goodwill orand other indefinite-lived intangible assets.
A long-lived asset,In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in Note 1: Basis of Presentation. This reorganization resulted in the creation of a new reporting unit for a business that was previously part of the Automotive reporting unit, which includes Property, plant,was moved to the Sensing Solutions segment. We reassigned assets and equipment ("PP&E"), is considered held for sale when it meets certain criteria described inliabilities, including goodwill, from the Automotive reporting unit to the new reporting unit as required by FASB ASC 360, Property, Plant, and Equipment. A long-lived asset classified as held for sale is initially measured at the lower of its carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment of the asset's carrying amount to its fair value less cost to sell in the period the held for sale criteria are met. In the period that a long-lived asset is considered held for sale it is presented within Prepaid expensesTopic 350. We evaluated our goodwill and other currentindefinite-lived intangible assets on our balance sheet where it remains until it is either sold or no longer meetsfor impairment before and after the held for sale criteria. For comparative purposes, the prior year carrying amountreorganization and formation of a long-lived asset considered held for sale is presented within Other assets on our balance sheet.
In the first quarter of 2017, wethese reporting units and determined that onethey were not impaired. As a result of our facilities metthis reorganization, we allocated $143.4 million of goodwill to the held for sale criteria and recorded it at its fair value less costs to sell of $1.7 million (which approximated its net carrying value at that time). In the third quarter of 2017, we sold the asset for an immaterial gain.
The fair value of assets held for sale is considered to be a Level 3 fair value measurement and is determined based on the use of appraisals, input from market participants, our experience selling similar assets, internally developed cash flow models, or a combination thereof.

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new 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, 2017March 31, 2024 and December 31, 2016:2023. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
 March 31, 2024December 31, 2023
 
Carrying Value(1)
Fair Value
Carrying Value(1)
Fair Value
Liabilities
5.0% Senior Notes$700,000 $689,500 $700,000 $694,750 
4.375% Senior Notes$450,000 $407,250 $450,000 $415,125 
3.75% Senior Notes$750,000 $645,000 $750,000 $656,250 
4.0% Senior Notes$1,000,000 $910,000 $1,000,000 $920,000 
5.875% Senior Notes$500,000 $488,750 $500,000 $495,000 

 September 30, 2017 December 31, 2016
 
Carrying
Value (1)
 Fair Value 
Carrying
Value (1)
 Fair Value
  Level 1 Level 2 Level 3  Level 1 Level 2 Level 3
Liabilities               
Term Loan$927,794
 $—
 $932,433
 $—
 $937,794
 $—
 $942,483
 $—
4.875% Senior Notes$500,000
 $—
 $525,000
 $—
 $500,000
 $—
 $514,375
 $—
5.625% Senior Notes$400,000
 $—
 $440,000
 $—
 $400,000
 $—
 $417,752
 $—
5.0% Senior Notes$700,000
 $—
 $736,750
 $—
 $700,000
 $—
 $686,000
 $—
6.25% Senior Notes$750,000
 $—
 $819,375
 $—
 $750,000
 $—
 $786,098
 $—
(1)    Carrying value excludes    Excluding any related debt discounts, premiums, and deferred financing costs.
TheIn 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. 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 Term Loansame issuer. As of March 31, 2024 and senior notesDecember 31, 2023, we held equity investments under the measurement alternative of $6.3 million and $18.3 million, respectively, which are primarily determined using observable pricespresented in markets whereother assets in the condensed consolidated balance sheets. In the three months ended March 31, 2024, we adjusted the carrying value of one of these instruments are generally not traded on a daily basis.
Cash and cash equivalents, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature.
In March 2016, we acquired $50.0 million of Series B Preferred Stock of Quanergy Systems, Inc., which we recognizedequity investments as a cost method investment on our balance sheet. Asresult of September 30, 2017, the fair valuean observable price change, resulting in a loss of this asset has not been estimated, as there are no indicators of impairment, and it is not practicable to estimate its fair value due to the restricted marketability of this investment.$14.8 million.
12.14. Derivative Instruments and Hedging Activities
Hedges of Foreign Currency Risk
We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We use foreign currency forward agreements to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815, Derivatives and Hedging. Foreign currency forward contracts not designated as hedges are not speculative and are used to manage our exposure to foreign exchange movements.
For the three and nine months ended September 30, 2017March 31, 2024 and 2016,2023, amounts excluded from the ineffective portionassessment of the changes in the fair valueeffectiveness of our foreign currency forward agreementscontracts that are designated as cash flow hedges waswere not material and no amounts were excluded from the assessment of effectiveness.material. As of September 30, 2017,March 31, 2024, we estimateestimated that $18.4$29.6 million of net lossesgains will be reclassified from Accumulatedaccumulated other comprehensive lossincome to earnings during the twelve-month period ending September 30, 2018.March 31, 2025.

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As of September 30, 2017,March 31, 2024, 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)
33.5 EURMarch 26, 2024April 30, 2024Euro ("EUR") to USD1.09 USDNot designated
Notional
(in millions)
407.2 EUR		Effective Date(s)Maturity Date(s)IndexWeighted- Average Strike RateHedge Designation
65.0 EURSeptember 27, 2017October 31, 2017Euro to U.S. Dollar Exchange Rate1.18 USDNot designated
461.6 EURVarious from April 20152022 to September 2017March 2026Various from October 2017April 2024 to December 2019March 2026EUR to USDEuro to U.S. Dollar Exchange Rate1.10 USD1.14 USDDesignatedCash flow hedge
500.0624.0 CNYMarch 26, 2024September 26, 2017April 30, 2024October 31, 2017U.S. DollarUSD to Chinese Renminbi Exchange Rate("CNY")7.10 CNY6.68 CNYNot designated
132.0 CNY66.9 USDVarious in February 2017Various from OctoberFebruary 2024 to December 2017March 2024Various from April 2024 to March 2026U.S. DollarUSD to Chinese Renminbi Exchange RateCNY7.01 CNY7.05 CNYDesignatedCash flow hedge
110.0
1,145.0 JPYMarch 26, 2024September 27, 2017April 30, 2024October 31, 2017U.S. DollarUSD to Japanese Yen Exchange Rate("JPY")150.62 JPY112.80 JPYNot designated
237.0 JPY
34,691.4 KRWJanuary 5, 2017Various from OctoberMay 2022 to December 2017March 2024U.S. Dollar to Japanese Yen Exchange Rate113.71 JPYDesignated
45,258.3 KRWVarious from April 20152024 to September 2017February 2026Various from October 2017 to August 2019U.S. DollarUSD to Korean Won Exchange Rate("KRW")1,291.93 KRW1,140.77 KRWDesignatedCash flow hedge
36.5
18.0 MYRMarch 25, 2024April 30, 2024USD to Malaysian Ringgit ("MYR")4.71 MYRNot designated
109.0 MXNMarch 25, 2024April 30, 2024USD to Mexican Peso ("MXN")16.84 MXNNot designated
4,380.2 MXNVarious from April 20152022 to November 2016March 2024Various from October 2017April 2024 to October 2018March 2026U.S. Dollar to Malaysian Ringgit Exchange Rate4.19 MYRDesignated
182.0 MXNSeptember 27, 2017October 31, 2017U.S. DollarUSD to Mexican Peso Exchange Rate("MXN")19.45 MXN18.24 MXNNot designatedCash flow hedge
2,166.8 MXN9.6 GBPMarch 26, 2024April 30, 2024British Pound Sterling ("GBP") to USD1.27 USDNot designated
73.7 GBPVarious from April 20152022 to September 2017March 2024Various from October 2017 to August 2019U.S. Dollar to Mexican Peso Exchange Rate19.94 MXNDesignated
44.5 GBPVarious from April 20152024 to September 2017March 2026GBP to USDVarious from October 2017 to August 20191.25 USDBritish Pound Sterling to U.S. Dollar Exchange Rate1.33 USDDesignatedCash flow hedge

The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.
Hedges of Commodity Risk
Our objective in using commodity forward contracts is to offset a portion of our exposure to the potential change in prices associated with certain commodities used in the manufacturing of our products, including silver, gold, nickel, aluminum, copper, platinum, and palladium. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These(1)    Derivative financial instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815. Commodity forward contracts not designated as hedges are not speculative and are used to manage our exposure to commodity price movements.currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes. We may also enter into intercompany derivative instruments with our wholly-owned subsidiaries in order to hedge certain forecasted expenses.
WeHedges of Commodity Risk
As of March 31, 2024, we had the following outstanding commodity forward contracts, none of which were designated as derivativesfor hedge accounting treatment in qualifying hedging relationships, as of September 30, 2017:
accordance with FASB ASC Topic 815, Derivatives and Hedging:
CommodityNotional
CommodityNotionalRemaining Contracted PeriodsWeighted-Average Strike Price Per Unit
Silver1,109,455746,290 troy oz.April 2024 to March 2026October 2017 - August 2019$17.6924.44
Gold
Copper6,667,782 pounds12,150 troy oz.April 2024 to March 2026October 2017 - August 2019$1,269.403.90
Nickel287,659 poundsOctober 2017 - August 2019$4.68
Aluminum5,554,370 poundsOctober 2017 - August 2019$0.84
Copper7,394,018 poundsOctober 2017 - August 2019$2.54
Platinum8,036 troy oz.October 2017 - August 2019$996.80
Palladium1,927 troy oz.October 2017 - August 2019$759.11
The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.

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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, 2017March 31, 2024 and December 31, 2016:2023:
Asset Derivatives Liability Derivatives
 Fair Value Fair Value Asset DerivativesLiability Derivatives
Balance Sheet Location September 30, 2017 December 31, 2016 Balance Sheet Location September 30, 2017 December 31, 2016 Balance Sheet LocationMarch 31,
2024		December 31,
2023		Balance Sheet LocationMarch 31,
2024		December 31,
2023
Derivatives designated as hedging instruments        
Foreign currency forward contractsPrepaid expenses and other current assets $6,909
 $24,796
 Accrued expenses and other current liabilities $23,838
 $20,990
Foreign currency forward contractsOther assets 1,956
 5,693
 Other long-term liabilities 7,327
 3,814
Foreign currency forward contracts
Foreign currency forward contracts
Total $8,865
 $30,489
 $31,165
 $24,804
Derivatives not designated as hedging instruments        
Commodity forward contractsPrepaid expenses and other current assets $4,173
 $2,097
 Accrued expenses and other current liabilities $1,400
 $2,764
Commodity forward contractsOther assets 674
 542
 Other long-term liabilities 266
 1,026
Commodity forward contracts
Commodity forward contracts
Foreign currency forward contractsPrepaid expenses and other current assets 4
 2,268
 Accrued expenses and other current liabilities 746
 2,397
Total $4,851
 $4,907
 $2,412
 $6,187
These fair value measurements arewere 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, 2017March 31, 2024 and 2016:2023:
Derivatives designated as
hedging instruments		Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/IncomeLocation of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net IncomeAmount of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net Income
2024202320242023
Foreign currency forward contracts$10,965 $(3,588)Net revenue$108 $6,639 
Foreign currency forward contracts$8,952 $15,708 Cost of revenue$7,354 $1,697 
Derivatives designated as
hedging instruments
 Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
 September 30, 2017 September 30, 2016   September 30, 2017 September 30, 2016
Derivatives not designated as
hedging instruments		Derivatives not designated as
hedging instruments		Amount of Gain Recognized in Net IncomeLocation of Gain Recognized in Net Income
Commodity forward contracts
Commodity forward contracts
Commodity forward contracts$1,099 $1,899 Other, net
Foreign currency forward contracts $(16,688) $(6,929) Net revenue $(4,075) $2,771
Foreign currency forward contracts$680 $$184 Other, netOther, net
Foreign currency forward contracts $1,614
 $(6,450) Cost of revenue $(1,953) $(4,834)
Derivatives not designated as
hedging instruments
 Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income
  September 30, 2017 September 30, 2016  
Commodity forward contracts $2,956
 $1,318
 Other, net
Foreign currency forward contracts $(3,865) $(3,827) Other, net

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The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016:
Derivatives designated as
hedging instruments
 Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
  September 30, 2017 September 30, 2016   September 30, 2017 September 30, 2016
Foreign currency forward contracts $(56,479) $(12,810) Net revenue $3,678
 $15,075
Foreign currency forward contracts $23,041
 $(20,319) Cost of revenue $(13,356) $(14,857)
Derivatives not designated as
hedging instruments
 Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income
  September 30, 2017 September 30, 2016  
Commodity forward contracts $6,439
 $12,049
 Other, net
Foreign currency forward contracts $(10,542) $(7,912) Other, net
Credit Risk Related Contingent Features
We have agreements with certain of our derivative counterparties that contain a provision whereby if we default on our indebtedness and where 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, 2017,March 31, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $33.8$2.8 million. As of September 30, 2017,March 31, 2024, we havehad 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.
13. Other, Net
Other, net consisted of the following gains/(losses) for the three and nine months ended September 30, 2017 and 2016:
 For the three months ended For the nine months ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Currency remeasurement gain on net monetary assets$3,989
 $1,707
 $11,010
 $550
Loss on foreign currency forward contracts(3,865) (3,827) (10,542) (7,912)
Gain on commodity forward contracts2,956
 1,318
 6,439
 12,049
Other32
 76
 283
 205
Other, net$3,112
 $(726) $7,190
 $4,892
14.15. Segment Reporting
We organize our business intopresent financial information for two reportable segments, Performance Sensing and Sensing Solutions. In the three months ended March 31, 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy. Refer to Note 1: Basis of Presentation for additional information. This realignment added an "other" segment that represents the aggregation of immaterial operating segments. As a result of this reorganization,
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we moved $143.4 million of goodwill from Performance Sensing to Sensing Solutions. Refer to Note 13: Fair Value Measures for additional information.
Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions eachoperating segment to align with new management reporting. Prior year amounts in the table below have been recast to reflect these realignments.
Prior to the three months ended March 31, 2024, the Performance Sensing reportable segment represented the aggregation of two operating segments, Automotive and HVOR. As a result of the segment realignment, Performance Sensing now represents one operating segment, as does Sensing Solutions. Other immaterial operating segments are aggregated in other, which is also an operating segment. was created as part of the segment realignment.
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.

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An operating segment’s performance is primarily evaluated based on Segment profit,segment operating income, which excludes amortization expense,of intangible assets, restructuring and specialother charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs/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 recordedrecognized in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costsand other expenses 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 profit,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, profit from operationsoperating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reportingoperating and reportable segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant2: Significant Accounting Policies" of the audited consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2016.Report.
The following table presents Netnet revenue and Segment profitsegment operating income for the reportedour reportable segments and other operating results not allocated to the reportedour reportable segments for the three and nine months ended September 30, 2017March 31, 2024 and 2016:2023 (prior periods have been recast).
 For the three months ended
 March 31, 2024March 31, 2023
Net revenue:
Performance Sensing (1)(2)
$713,318 $667,762 
Sensing Solutions (1)(2)
257,839 283,450 
Other (2)
35,552 46,963 
Total net revenue$1,006,709 $998,175 
Segment operating income (as defined above):
Performance Sensing (1)(2)
$185,132 $169,066 
Sensing Solutions (1)(2)
72,479 84,020 
Other (2)
6,781 4,970 
Total segment operating income264,392 258,056 
Corporate and other(80,303)(62,441)
Amortization of intangible assets(38,515)(40,774)
Restructuring and other charges, net(782)(5,999)
Operating income144,792 148,842 
Interest expense(38,395)(48,791)
Interest income3,738 8,700 
Other, net(11,544)1,392 
Income before taxes$98,591 $110,143 

 For the three months ended For the nine months ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net revenue:       
Performance Sensing$603,932
 $584,650
 $1,825,904
 $1,797,395
Sensing Solutions215,122
 205,148
 640,295
 616,497
Total net revenue$819,054
 $789,798
 $2,466,199
 $2,413,892
Segment profit (as defined above):       
Performance Sensing$162,655
 $155,228
 $483,491
 $453,540
Sensing Solutions72,372
 67,314
 209,911
 198,737
Total segment profit235,027
 222,542
 693,402
 652,277
Corporate and other(53,379) (48,335) (152,681) (133,025)
Amortization of intangible assets(40,317) (50,562) (121,578) (151,572)
Restructuring and special charges(1,329) (837) (18,768) (3,167)
Profit from operations140,002
 122,808
 400,375
 364,513
Interest expense, net(40,263) (41,176) (120,578) (125,201)
Other, net3,112
 (726) 7,190
 4,892
Income before taxes$102,851
 $80,906
 $286,987
 $244,204
15. 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(1)    The amounts previously reported for the three and nine months ended September 30, 2017 and 2016,March 31, 2023 have been retrospectively recast to reflect the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:
 For the three months ended For the nine months ended
 September 30,
2017		 September 30,
2016		 September 30,
2017		 September 30,
2016
Basic weighted-average ordinary shares outstanding171,269
 170,840
 171,116
 170,656
Dilutive effect of stock options618
 431
 567
 504
Dilutive effect of unvested restricted securities358
 207
 340
 199
Diluted weighted-average ordinary shares outstanding172,245
 171,478
 172,023
 171,359
Net income and net income per share are presentedmove of the material handling products between operating segments in the condensed consolidated statementssecond quarter of operations.2023 and to reflect the recasting of the Aftermarkets business and the radar products from Performance Sensing to Sensing Solutions.

(2)    The amounts previously reported for the three months ended March 31, 2023 have been retrospectively recast to reflect the segment realignment as discussed in Note 1: Basis of Presentation.
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16. Subsequent Events
Certain potential ordinary shares were excludedOn April 26, 2024, Jeff Cote informed our Board of his decision to retire as Chief Executive Officer ("CEO") and President and resign from our calculation of diluted weighted-average ordinary shares outstanding because they would have had an anti-dilutive effect on net income per share or because they relatedthe Board effective April 30, 2024. The Board has appointed Martha Sullivan as Interim President and CEO effective May 1, 2024 and has established a CEO Search Committee to share-based awards that were contingently issuable, for which the contingency had not been satisfied. These potential ordinary shares are as follows:identify a new permanent CEO.
19
 For the three months ended For the nine months ended
 September 30,
2017		 September 30,
2016		 September 30,
2017		 September 30,
2016
Anti-dilutive shares excluded1,584
 1,355
 1,635
 1,418
Contingently issuable shares excluded884
 735
 783
 632

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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995Cautionary Statements Concerning Forward-Looking Statements
This report containsQuarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). All statements, other than statements of historical facts included in this report, are1995. These forward-looking statements including information concerning our possible or assumed future results or operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operation performance, improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements are typicallymay be identified by use of termsterminology such as "may," "believe,"will," "could," "should," "expect," "anticipate," "intend,"believe," "estimate," "predict," "project," "target,"forecast," "goal,"continue," "intend," "plan," "should,"potential," "will," "predict,"opportunity," "guidance," "potential," "forecast," "outlook," "could," "budget," "objectives," "strategy" and similar expressions that convey the uncertainty of future eventsterms or outcomes.
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 assumptions. Actual results may differ materially from those expressed inother important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements. 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 place undue reliancelimited to, those described in Item 1A: Risk Factors included in our 2023 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on anyForm 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements. Westatements speak only as of the date they are made, and we do not haveundertake any intention or obligation to update forward-lookingthese statements after we file this report exceptother than as required by law.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, this information is based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. The following and other risks described in greater detail in “Part 1. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, could cause our results to differ materially from those expressed in forward-looking statements:
conditions affecting demand for our products in the industries we serve, particularly the automotive industry;
competition and pricing pressure;
raw material availability, quality, and cost;
financial condition of, and relationships with, customers and vendors;
reliance on third-party suppliers;
changes to current policies by the U.S. government;
changes in tax rates;
conditions in the global markets we operate in and serve, including the impact of the anticipated exit of the United Kingdom from the European Union;
risks associated with current and future acquisitions and divestitures;
labor disputes or increased labor costs;
global risks of business interruptions, such as natural disasters and political, economic, and military instability;
risks associated with security breaches and other disruptions to our information technology infrastructure;
risks related to compliance with current and future laws and regulations;
our ability to protect our intellectual property rights;
risks of litigation;
our level of indebtedness and ability to operate within the limitations imposed by our debt instruments; and
various risks associated with being a Dutch corporation.
There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect that may cause actual results to differ materially from those contained in any forward-looking statements we may make and that may affect our operating and financial performance.

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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 audited consolidated financial statementsdiscussion in Item 7: Management's Discussion and notes theretoAnalysis of Financial Condition and Results of Operations included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2016, filedReport. The following discussion should also be read in conjunction with the U.S. Securities and Exchange Commission on February 2, 2017, and 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 and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
Overview
Net revenue for the three months ended March 31, 2024 was $1,006.7 million, an increase of 0.9% compared to $998.2 million in the prior period. Excluding a decrease of 1.4% attributed to changes in foreign currency exchange rates, net revenue increased 2.3% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A"), is a financial measure not presented in accordance with U.S. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline). Operating income for the three months ended March 31, 2024 decreased $4.1 million, or 2.7%, to $144.8 million (14.4% of net revenue) from $148.8 million (14.9% of net revenue) in the three months ended March 31, 2023. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three months ended March 31, 2024 compared to the prior year periods.
We generated $106.5 million of operating cash flows in the three months ended March 31, 2024, ending the quarter with $460.4 million in cash and cash equivalents. In the three months ended March 31, 2024, we used cash of approximately $42.1 million for capital expenditures, $18.1 million for payment of cash dividends, and $10.1 million for share repurchases as part of our share repurchase plan.
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy. The most significant changes include combining our Automotive and HVOR businesses (with the combined business remaining in Performance Sensing) and moving the Insights business out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments. We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus. We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers. Prior year amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment. Refer to Note 1: Basis of
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Presentation and Note 15: Segment Reporting included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Results of Operations
The tablestable below presentpresents 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, 2017March 31, 2024 compared to the three and nine months ended September 30, 2016.March 31, 2023. We have derived the results of operations from the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Prior year periods have been recast to reflect the reorganization of segments as detailed in Note 1: Basis of Presentation included elsewhere in this Report. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not addappear to recalculate due to the effect of rounding.
Three Months Ended September 30, 2017 Compared to
 For the three months ended
 March 31, 2024March 31, 2023
Amount
Margin (1)
Amount
Margin (1)
Net revenue:
Performance Sensing$713.3 70.9 %$667.8 66.9 %
Sensing Solutions257.8 25.6 283.5 28.4 
Other35.6 3.5 47.0 4.7 
Net revenue1,006.7 100.0 998.2 100.0 
Operating costs and expenses861.9 85.6 849.3 85.1 
Operating income144.8 14.4 148.8 14.9 
Interest expense(38.4)(3.8)(48.8)(4.9)
Interest income3.7 0.4 8.7 0.9 
Other, net(11.5)(1.1)1.4 0.1 
Income before taxes98.6 9.8 110.1 11.0 
Provision for income taxes22.6 2.2 23.7 2.4 
Net income$76.0 7.6 %$86.4 8.7 %

(1)    Represents the Three Months Ended September 30, 2016amount presented divided by total net revenue.
Net Revenue
 For the three months ended
 September 30, 2017 September 30, 2016
($ in millions)Amount 
Percent of Net
Revenue
 Amount 
Percent of Net
Revenue
Net revenue:       
Performance Sensing$603.9
 73.7 % $584.7
 74.0 %
Sensing Solutions215.1
 26.3
 205.1
 26.0
Net revenue819.1
 100.0
 789.8
 100.0
Operating costs and expenses:       
Cost of revenue527.4
 64.4
 508.9
 64.4
Research and development34.0
 4.2
 31.6
 4.0
Selling, general and administrative76.0
 9.3
 75.0
 9.5
Amortization of intangible assets40.3
 4.9
 50.6
 6.4
Restructuring and special charges1.3
 0.2
 0.8
 0.1
Total operating costs and expenses679.1
 82.9
 667.0
 84.5
Profit from operations140.0
 17.1
 122.8
 15.5
Interest expense, net(40.3) (4.9) (41.2) (5.2)
Other, net3.1
 0.4
 (0.7) (0.1)
Income before taxes102.9
 12.6
 80.9
 10.2
Provision for income taxes14.8
 1.8
 11.1
 1.4
Net income$88.0
 10.7 % $69.8
 8.8 %
Net revenue
Net revenue for the three months ended September 30, 2017March 31, 2024 increased $29.3 million, or 3.7%,0.9% compared to $819.1 million from $789.8 million for the three months ended September 30, 2016. This increase in netprior period. Net revenue was composedincreased 2.3% on an organic basis, which excludes a decrease of a 3.3% increase in Performance Sensing and a 4.9% increase in Sensing Solutions. Excluding a 0.1% increase due1.4% attributed to changes in foreign currency exchange rates, organic revenue growth was 3.6% when compared to the three months ended September 30, 2016. Organic revenue growth is a non-GAAP financial measure. Refer to the section entitled Non-GAAP Financial Measures for further information on our use of this measure.rates.
Performance Sensing
Performance Sensing net revenue for the three months ended September 30, 2017March 31, 2024 increased $19.3 million, or 3.3%,6.8% compared to $603.9 million from $584.7 million for the three months ended September 30, 2016.prior period. Excluding a 0.2% increase duedecrease of 1.8% attributed to changes in foreign currency exchange rates, Performance Sensing net revenue increased 8.6% on an organic revenue growth was 3.1% when compared to the three months ended September 30, 2016. This organic revenue growthbasis, which was primarily driven by our heavy vehicle off road ("HVOR") business, includingdue to content growth most notably in the constructionacross both Automotive and agriculture markets, as well as market growth, principally in the on-road truck markets in North America and China. In general, regulatory requirements for safer vehicles, higher fuel efficiency, and lower emissions, such as the Corporate Average Fuel Economy ("CAFE") requirements in the U.S., "Euro 6d" requirements in Europe, and "China National 6" requirements in Asia, as well as consumer demand for operator productivity and convenience,HVOR.

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drive the need for advancements in engine management, safety features, efficiency, and operator controls that in turn can lead to a growing demand for our sensors.Sensing Solutions
Sensing Solutions net revenue for the three months ended September 30, 2017 increased $10.0 million, or 4.9%,March 31, 2024 decreased 9.0% compared to $215.1 million from $205.1 million for the three months ended September 30, 2016.prior period. Excluding a 0.3% decline dueof 0.7% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue declined 8.3% on an organic revenue growth was 5.2% when compared to the three months ended September 30, 2016. The organic revenue growth wasbasis, which primarily due to market strength across all of our key end-markets, particularly in China, as well as content growth, primarilyreflects inventory destocking in the heating, ventilationindustrial markets, partially offset by growth in the aerospace market.
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Operating costs and air-conditioning ("HVAC")expenses
Operating costs and industrial markets.
Cost of revenue
Cost of revenueexpenses for the three months ended September 30, 2017March 31, 2024 and 2016 was $527.4 million (64.4%2023 are presented, in millions of dollars and as a percentage of net revenue)revenue, in the following table. Amounts and $508.9 million (64.4%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
 March 31, 2024March 31, 2023
Amount
Margin (1)
Amount
Margin (1)
Operating costs and expenses:
Cost of revenue$689.3 68.5 %$670.5 67.2 %
Research and development45.3 4.5 45.9 4.6 
Selling, general and administrative88.0 8.7 86.2 8.6 
Amortization of intangible assets38.5 3.8 40.8 4.1 
Restructuring and other charges, net0.8 0.1 6.0 0.6 
Total operating costs and expenses$861.9 85.6 %$849.3 85.1 %

(1)    Represents the amount presented divided by total net revenue.
Cost of revenue
For the three months ended March 31, 2024, cost of revenue as a percentage of net revenue), respectively.revenue increased from the prior period, primarily due to (1) the unfavorable effect of changes in foreign currency exchange rates, (2) the net impacts of inflation on material and logistics costs and pricing recoveries from customers, and (3) unfavorable product mix.
Research and development expense
ResearchFor the three months ended March 31, 2024, research and development ("R&D") expense fordid not fluctuate materially from the three months ended September 30, 2017 and 2016 was $34.0 million and $31.6 million, respectively. We invest in R&D to support new platform and technology developments, both in our recently acquired and existing businesses, in order to drive future revenue growth. The level of R&D expense is related to the number of products in development, the stage of such products in the development process, the complexity of the underlying technology, the potential scale of the product upon successful commercialization, and the level of our exploratory research.prior year period.
Selling, general and administrative expense
Selling,For the three months ended March 31, 2024, selling, general and administrative ("SG&A") expense fordid not fluctuate materially from the three months ended September 30, 2017 and 2016 was $76.0 million and $75.0 million, respectively. SG&A expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs. These costs are fixed or variable in nature, and we may at times experience increased or decreased variable costs for reasons other than increased or decreased net revenue. As a result, SG&A expense will not necessarily remain consistent as a percentage of revenue.prior year period.
Amortization of intangible assets
Amortization expense associated with definite-lived intangible assets forFor the three months ended September 30, 2017 and 2016 was $40.3 million and $50.6 million, respectively. Definite-livedMarch 31, 2024, amortization of intangible assets are amortized on andecreased from the prior period, primarily due to the effect of amortization of intangible assets in accordance with their expected economic benefit, basis according towhich generally results in acceleration of amortization expense in the useful livesearly years of the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. In general, the economic benefitlife of an intangible asset is concentrated towards the beginning of that intangible asset's useful life. Amortization expense decreased as certain intangible assets, primarily related to the Sensors & Controls and High Temperature Sensing acquisitions in 2006 and 2011, respectively, are at, or are nearing, the end of their useful lives.asset.
Restructuring and specialother charges, net
Restructuring and special charges forIn the three months ended September 30, 2017 and 2016 were $1.3 million and $0.8 million, respectively. TheMarch 31, 2024, restructuring and specialother charges, net decreased from the prior year period, primarily due to lower charges for acquisition-related incentive compensation and lower severance charges, partially offset by the three months ended September 30, 2017 consisted primarilynon-recurrence of facility exit costsa gain on sale of $1.3 million relatedbusiness that occurred in the first quarter of 2023.
Refer to the closingNote 5: Restructuring and Other Charges, Net of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST"). The restructuring and special charges for the three months ended September 30, 2016 consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.
Interest expense, net
Interest expense, net for the three months ended September 30, 2017 and 2016 was $40.3 million and $41.2 million, respectively.
Other, net
Other, net for the three months ended September 30, 2017 and 2016 represented a net gain of $3.1 million and a net loss of $0.7 million, respectively. The change in Other, net relates to fluctuations in foreign currency exchange rates, net of any offsetting hedge gain or loss and fluctuations in commodity prices relative to the strike prices on outstanding forward contracts. Refer to Note 13, "Other, Net," of ourunaudited condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for a detail ofadditional information regarding the components of Other,restructuring and other charges, net.

Operating income
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Provision for income taxes
Provision for income taxes forFor the three months ended September 30, 2017March 31, 2024, operating income did not fluctuate materially from the prior year period, as lower gross margin as described under the heading Cost of revenue above was largely offset by lower restructuring charges.
Interest expense
For the three months ended March 31, 2024, interest expense decreased $10.4 million from the prior period, primarily due to the repayment of the Term Loan and 2016 was $14.8 million5.625% Senior Notes in the year ended December 31, 2023.
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Refer to Note 14: Debt of the audited consolidated financial statements and $11.1 million, respectively. The provisionnotes thereto included in the 2023 Annual Report for additional information regarding these debt transactions.
Interest income
For the three months ended March 31, 2024, interest income taxes consistsdecreased from the prior period, primarily due to lower average cash equivalent balances in the first quarter of current tax expense, which relates2024 compared to the first quarter of 2023.
Other, net
Other, net primarily to our profitable operations in non-U.S. tax jurisdictionsincludes currency remeasurement gains and withholding taxeslosses on interestnet monetary assets, gains and royalty income,losses on foreign currency and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarilycommodity forward contracts not designated as hedging instruments, mark-to-market gains and losses on investments, losses related to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions,debt refinancing, and the utilizationportion of our net operating losses.periodic benefit cost excluding service cost.
The changeFor the three months ended March 31, 2024, other, net represented a net loss of $11.5 million, an unfavorable impact on earnings of $12.9 million compared to a net gain of $1.4 million in the provision for income taxesprior period. This unfavorable impact was primarily due to a change in the amount and distributionloss of income recorded in various jurisdictions, the impact of changes in foreign currency exchange rates, and a change in our U.S. valuation allowance associated with the acquisition of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes, for which we recorded a benefit from income taxes of $5.1$14.8 million during the three months ended September 30, 2016.
Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016
 For the nine months ended
 September 30, 2017 September 30, 2016
($ in millions)Amount 
Percent of Net
Revenue
 Amount 
Percent of Net
Revenue
Net revenue:       
Performance Sensing$1,825.9
 74.0 % $1,797.4
 74.5 %
Sensing Solutions640.3
 26.0
 616.5
 25.5
Net revenue2,466.2
 100.0
 2,413.9
 100.0
Operating costs and expenses:       
Cost of revenue1,601.2
 64.9
 1,574.8
 65.2
Research and development97.0
 3.9
 95.2
 3.9
Selling, general and administrative227.3
 9.2
 224.6
 9.3
Amortization of intangible assets121.6
 4.9
 151.6
 6.3
Restructuring and special charges18.8
 0.8
 3.2
 0.1
Total operating costs and expenses2,065.8
 83.8
 2,049.4
 84.9
Profit from operations400.4
 16.2
 364.5
 15.1
Interest expense, net(120.6) (4.9) (125.2) (5.2)
Other, net7.2
 0.3
 4.9
 0.2
Income before taxes287.0
 11.6
 244.2
 10.1
Provision for income taxes47.8
 1.9
 48.3
 2.0
Net income$239.2
 9.7 % $195.9
 8.1 %
Net revenue
Net revenue for the nine months ended September 30, 2017 increased $52.3 million, or 2.2%, to $2,466.2 million from $2,413.9 million for the nine months ended September 30, 2016. This increase in net revenue was composed of a 1.6% increase in Performance Sensing and 3.9% increase in Sensing Solutions. Excluding a 1.4% decline due to changes in foreign currency exchange rates, particularly related to the Euro and Chinese Renminbi, organic revenue growth was 3.6% when compared to the nine months ended September 30, 2016. Organic revenue growth is a non-GAAP financial measure. Refer to the section entitled Non-GAAP Financial Measures for further information on our use of this measure.
Performance Sensing net revenue for the nine months ended September 30, 2017 increased $28.5 million, or 1.6%, to $1,825.9 million from $1,797.4 million for the nine months ended September 30, 2016. Excluding a 1.6% decline due to changes in foreign currency exchange rates, particularly related to the Euro and Chinese Renminbi, organic revenue growth was 3.2% when compared to the nine months ended September 30, 2016. This organic revenue growth was primarily driven by our HVOR business, primarilyrecognized as a result of content growth inobservable price changes related to an equity investment held using the construction and agriculture markets, as well as the on-road truck markets in North America and China. In addition, we believe that the major end-markets within HVOR have been recovering, including the North American Class 8 truck market, which has been particularly weak in prior quarters and

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represents a significant part measurement alternative. Refer to Note 13: Fair Value Measures for additional information. Refer to Note 6: Other, Net of our HVOR business. Our automotive end-markets in Asia, primarily in China, experienced growth from both content and an expanding market.
Sensing Solutions net revenue for the nine months ended September 30, 2017 increased $23.8 million, or 3.9%, to $640.3 million from $616.5 million for the nine months ended September 30, 2016. Excluding a 0.7% decline due to changes in foreign currency exchange rates, particularly related to the Chinese Renminbi, organic revenue growth was 4.6% when compared to the nine months ended September 30, 2016. The organic revenue growth was primarily due to market strength across all of our key end-markets, particularly in China, as well as content growth in our HVAC and industrial markets.
Cost of revenue
Cost of revenue for the nine months ended September 30, 2017 and 2016 was $1,601.2 million (64.9% of net revenue) and $1,574.8 million (65.2% of net revenue), respectively.
Research and development expense
R&D expense for the nine months ended September 30, 2017 and 2016 was $97.0 million and $95.2 million, respectively. We invest in R&D to support new platform and technology developments, both in our recently acquired and existing businesses, in order to drive future revenue growth. The level of R&D expense is related to the number of products in development, the stage of such products in the development process, the complexity of the underlying technology, the potential scale of the product upon successful commercialization, and the level of our exploratory research.
Selling, general and administrative expense
SG&A expense for the nine months ended September 30, 2017 and 2016 was $227.3 million and $224.6 million, respectively. SG&A expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs. These costs are fixed or variable in nature, and we may at times experience increased or decreased variable costs for reasons other than increased or decreased net revenue. As a result, SG&A expense will not necessarily remain consistent as a percentage of revenue.
Amortization of intangible assets
Amortization expense associated with definite-lived intangible assets for the nine months ended September 30, 2017 and 2016 was $121.6 million and $151.6 million, respectively. Definite-lived intangible assets are amortized on an economic benefit basis according to the useful lives of the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. In general, the economic benefit of an intangible asset is concentrated towards the beginning of that intangible asset's useful life. Amortization expense decreased as certain intangible assets, primarily related to the Sensors & Controls and High Temperature Sensing acquisitions in 2006 and 2011, respectively, are at, or are nearing, the end of their useful lives.
Restructuring and special charges
Restructuring and special charges for the nine months ended September 30, 2017 and 2016 were $18.8 million and $3.2 million, respectively. The restructuring and special charges for the nine months ended September 30, 2017 consisted primarily of severance charges of $8.4 million and facility exit costs of $2.4 million recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of CST, facility exit costs related to a limited number of other line moves and exit activities, and severance costs related to the termination of a limited number of employees. The restructuring and special charges for the nine months ended September 30, 2016 consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.
Interest expense, net
Interest expense, net for the nine months ended September 30, 2017 and 2016 was $120.6 million and $125.2 million, respectively.
Other, net
Other, net for the nine months ended September 30, 2017 and 2016 represented net gains of $7.2 million and $4.9 million, respectively. The change in Other, net relates to fluctuations in foreign currency exchange rates net of any offsetting hedge gain or loss and fluctuations in commodity prices relative to the strike prices on outstanding forward contracts. Refer to Note 13,

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"Other, Net," of ourunaudited condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for a detail ofmore details regarding the components of Other,other, net.
Provision for income taxes
Provision for income taxes for the nine months ended September 30, 2017 and 2016 was $47.8 million and $48.3 million, respectively. The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes on interestrelated to management fees, royalties, and royalty income,the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which relates torepresents adjustments in book-to-tax basis differences primarily related to the step-up(a) book versus tax basis in fair value of fixed and intangible assets, including goodwill, acquired(b) changes in connection with business combination transactions, and the utilization of net operating losses.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.
The change inFor the three months ended March 31, 2024, the provision for income taxes was primarilydecreased $1.2 million from the prior period, predominantly due to a change inlower income before taxes, the amounteffective settlement of uncertain tax positions, and distribution of income recorded in various jurisdictions, the impact of changes in foreign currency exchange rates, and a change in our U.S. valuation allowance associated with the acquisitionjurisdictional mix of certain subsidiaries of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes, for which we recorded a benefit from income taxes of $3.7 million during the nine months ended September 30, 2016.profits.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q includes references tosection 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, adjusted corporate and other expenses, net debt, gross and net leverage ratio, and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), which is aare used by our management, Board of Directors, and investors. We use these non-GAAP financial measure. 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, corporate and other expenses, or total debt and finance lease 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, adjusted corporate and other expenses, gross and 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) and market outgrowth
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue, calculated in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"),GAAP, excluding the period-over-period impact of acquisitions, net of exited businesses that occurred within the previous 12 months and the effect of differences in foreign currency exchange rates betweenrate differences as well as the currentnet impact of material acquisitions and prior period.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 andas well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in
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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 yearprior-year period.
However,Market outgrowth is calculated as organic revenue growth should be consideredless our weighted market growth. Our weighted market growth is calculated using our regional and platform sales mix, as supplementalapplicable, in naturethe corresponding prior period. Market outgrowth is used to describe the impact of an increasing quantity and value of our products used in customer systems and applications above market growth. We believe this provides a more meaningful comparison of our revenue growth relative to the markets we serve.
Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS
We define adjusted operating income as operating income (or loss), determined in accordance with U.S. GAAP, adjusted to exclude certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted operating margin is not intended to be considered in isolation or as a substitute forcalculated by dividing adjusted operating income (or loss) by net revenue growth prepareddetermined in accordance with U.S. GAAP. In addition, our measureWe 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 organic revenue growthdiluted weighted-average ordinary shares outstanding in the period.
We may not bealso refer to certain of these measures, or changes in these measures, on a constant currency basis. Adjusted operating margin calculated on a constant currency basis 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. Adjusted EPS on a constant currency basis is determined in the same manner as adjusted operating margin, but also excludes the change in gain or comparableloss on the remeasurement of monetary assets and liabilities.
Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS (and the constant currency equivalent of each) as measures of operating performance, for planning purposes (including the preparation of our annual operating budget), to similarallocate 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.
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 corporate and other expenses
Adjusted corporate and other expenses is defined as corporate and other expenses calculated in accordance with U.S. GAAP, excluding the portion of non-GAAP adjustments described below that relate to corporate and other expenses. We believe adjusted corporate and other expenses is useful to management and investors in understanding the impact of non-GAAP adjustments on operating expenses not allocated to our segments.
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, and (3) deferred loss or gain on derivative instruments. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Gross leverage ratio
Gross leverage ratio represents gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM") adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
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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 net charges 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 expense associated with the step-up in fair value of assets acquired in connection with a business combination (e.g., property, plant and equipment and inventories) and amortization of intangible assets.
•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.
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.
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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 three months ended March 31, 2024 and 2023. Refer to the Non-GAAP Adjustments section above for additional information regarding 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 March 31, 2024
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$144.8 14.4 %$22.6 $76.0 $0.50 
Non-GAAP adjustments:
Restructuring related and other2.4 0.2 (0.6)1.8 0.01 
Financing and other transaction costs4.4 0.4 0.1 17.7 0.12 
Step-up depreciation and amortization37.4 3.7 — 37.4 0.25 
Deferred gain on derivative instruments(0.4)(0.0)0.3 (1.2)(0.01)
Amortization of debt issuance costs— — — 1.6 0.01 
Deferred taxes and other tax related— — 1.3 1.3 0.01 
Total adjustments43.7 4.3 1.1 58.6 0.39 
Adjusted (non-GAAP)$188.5 18.7 %$21.5 $134.6 $0.89 
 For the three months ended March 31, 2023
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$148.8 14.9 %$23.7 $86.4 $0.56 
Non-GAAP adjustments:
Restructuring related and other2.9 0.3 (0.7)2.3 0.01 
Financing and other transaction costs4.2 0.4 2.9 7.6 0.05 
Step-up depreciation and amortization39.1 3.9 — 39.1 0.26 
Deferred (gain)/loss on derivative instruments(2.3)(0.2)0.9 (3.3)(0.02)
Amortization of debt issuance costs— — — 1.7 0.01 
Deferred taxes and other tax related— — 6.8 6.8 0.04 
Total adjustments44.1 4.4 9.8 54.2 0.35 
Adjusted (non-GAAP)$192.9 19.3 %$13.9 $140.7 $0.92 
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 three months ended March 31,
(In millions)20242023
Net cash provided by operating activities (GAAP)$106.5 $96.9 
Additions to property, plant and equipment and capitalized software(42.1)(36.9)
Free cash flow (non-GAAP)$64.4 $60.0 
The following table provides a reconciliation of corporate and other companies.expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.
For the three months ended March 31,
(In millions)20242023
Corporate and other expenses (GAAP)$(80.3)$(62.4)
Restructuring related and other2.6 (1.4)
Financing and other transaction costs3.4 2.6 
Step-up depreciation and amortization0.3 0.1 
Deferred (gain)/loss on derivative instruments(0.4)(2.3)
Total adjustments5.8 (1.0)
Adjusted corporate and other expenses (non-GAAP)$(74.5)$(63.4)
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The following table provides a reconciliation of net (loss)/income in accordance with U.S. GAAP to adjusted EBITDA.
For the three months ended March 31,
(In millions)LTM20242023
Net (loss)/income$(14.3)$76.0 $86.4 
Interest expense, net145.4 34.7 40.1 
Provision for income taxes20.6 22.6 23.7 
Depreciation expense135.7 33.5 30.9 
Amortization of intangible assets171.6 38.5 40.8 
EBITDA459.0 205.3 222.0 
Non-GAAP adjustments
Restructuring related and other410.9 2.4 2.9 
Financing and other transaction costs34.4 17.6 4.7 
Deferred loss/(gain) on derivative instruments0.7 (1.5)(4.1)
Adjusted EBITDA$905.0 $223.8 $225.5 
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)March 31,
2024		December 31,
2023
Current portion of long-term debt and finance lease obligations$2.3 $2.3 
Finance lease obligations, less current portion22.6 22.9 
Long-term debt, net3,375.5 3,374.0 
Total debt and finance lease obligations3,400.4 3,399.2 
Less: debt discount, net of premium(1.2)(1.6)
Less: deferred financing costs(23.3)(24.4)
Total gross indebtedness$3,424.9 $3,425.2 
Adjusted EBITDA (LTM)$905.0 $906.6 
Gross leverage ratio3.83.8
Total gross indebtedness$3,424.9 $3,425.2 
Less: cash and cash equivalents460.4 508.1 
Net debt$2,964.6 $2,917.1 
Adjusted EBITDA (LTM)$905.0 $906.6 
Net leverage ratio3.33.2
Liquidity and Capital Resources
We
As of March 31, 2024 and December 31, 2023, we held cash and cash equivalents of $613.0 million and $351.4 million at September 30, 2017 and December 31, 2016, respectively, of which $174.0 million and $37.8 million, respectively, was held in the Netherlands, $7.0 million and $5.7 million, respectively, was held by U.S. subsidiaries, and $432.0 million and $307.9 million, respectively, was held by other foreign subsidiaries. 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)March 31,
2024		December 31,
2023
United Kingdom$11.2 $12.6 
United States15.7 12.9 
The Netherlands171.1 158.2 
China194.5 250.8 
Other67.9 73.7 
Total$460.4 $508.1 
The amount of cash and cash equivalents held in the Netherlands and in our U.S. and other foreign subsidiariesthese geographic regions fluctuates throughout the year due to a variety of factors, includingsuch 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
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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 equivalents balances are held in the following significant currencies (amounts 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):
As of March 31, 2024
(In millions)USDEURGBPCNYOther
United Kingdom$1.1 €0.3 £11.4 ¥— 
United States15.5 0.2 — — 
The Netherlands158.0 11.6 0.4 — 
China110.4 — — 608.3 
Other40.6 1.5 — — 
Total$325.6 €13.6 £11.8 ¥608.3 
USD Equivalent$14.7 $14.9 $84.2 $21.0 
As of December 31, 2023
(In millions)USDEURGBPCNYOther
United Kingdom$0.4 €0.0 £11.9 ¥— 
United States12.9 0.0 — — 
The Netherlands143.9 12.2 0.3 — 
China155.2 — — 679.4 
Other58.3 2.5 — — 
Total$370.7 €14.7 £12.2 ¥679.4 
USD Equivalent$16.2 $15.6 $95.6 $10.0 
Cash Flows:
The table below summarizes our primary sources and uses of cash for the ninethree months ended September 30, 2017March 31, 2024 and 2016.2023. We have derived thethese summarized statements of cash flows from the unaudited 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 addappear to recalculate due to the effect of rounding.
 For the three months ended
(In millions)March 31, 2024March 31, 2023
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items$169.4 $171.3 
Changes in operating assets and liabilities, net(62.9)(71.4)
Cash operating activities— (3.0)
Operating activities106.5 96.9 
Investing activities(42.1)(22.9)
Financing activities(107.9)(265.4)
Effects of exchange rate differences(4.2)— 
Net change$(47.7)$(191.4)
 For the nine months ended
(in millions)September 30, 2017 September 30, 2016
Net cash provided by/(used in):   
Operating activities:   
Net income adjusted for non-cash items$480.0
 $462.6
Changes in operating assets and liabilities, net of effects of acquisitions(107.7) (66.2)
Operating activities372.3
 396.4
Investing activities(97.7) (139.1)
Financing activities(13.1) (299.6)
Net change$261.5
 $(42.4)
Operating activities. Net cash provided by operating activities for the ninethree months ended September 30, 2017 and 2016 was $372.3 million and $396.4 million, respectively. The decrease in cash provided by operating activities relates primarily to a build up of inventory to support anticipated line moves, higher cash paid for interest, and higher cash paid related to severance obligations, partially offset by improved operating profitability. The higher cash paid for interest relatesMarch 31, 2024 increased compared to the 6.25% Senior Notes, for which interestcorresponding period of the prior year, primarily due to timing of supplier payments are due semi-annually on February 15 and August 15customer receipts.
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Table of each year. The payment made on February 15, 2016 did not represent payment for a full six-month period, as the 6.25% Senior Notes were issued on November 27, 2015.Contents
Investing activities. Net cash used in investing activities for the ninethree months ended September 30, 2017March 31, 2024 increased compared to the corresponding period of the prior year, primarily due to (1) no cash received for divestitures in the three months ended March 31, 2024 (compared to $14.0 million in the prior year period) and 2016 was $97.7 million and $139.1 million, respectively, which included $103.5 million and $94.6 million, respectively,(2) an increase in cash paid for capital expenditures. In 2017,For fiscal year 2024, we anticipate capital expenditures of approximately $130 million to $150$175.0 million, which we expect to be fundedfund with net cash provided by operating activities. Net cash used in investing activities for the nine months ended September 30, 2016 also included an investment of $50.0 million in preferred stock of Quanergy Systems, Inc.on hand.
Financing activities. Net cash used in financing activities for the ninethree months ended September 30, 2017 and 2016March 31, 2024 decreased from the prior year period. The prior year period included an early payment of $250.0 million on the Term Loan balance, which did not have a corresponding payment in the three months ended March 31, 2024. Partially offsetting this decrease was $13.1payment of $79.4 million and $299.6 million, respectively, which consisted primarily of $14.5 million and $297.7 million, respectively,to repurchase the remaining equity interest in payments on debt.a joint venture. Refer to Note 12: Shareholders' Equity for additional information.
Indebtedness and Liquidity:Liquidity
Our liquidity requirements are significant due to our highly leveraged nature. As of September 30, 2017,March 31, 2024, we had $3,313.6 million$3.4 billion in gross indebtedness, which includes capitalfinance lease and other financing obligations and excludes debt discounts, premiums, and deferred financing costs.

Capital Resources
Senior Secured Credit Facilities
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TableThe Credit Agreement provides for the Senior Secured Credit Facilities, which consist of Contents

A summary of our indebtedness as of September 30, 2017 is as follows:
(in thousands)Maturity Date September 30, 2017
Term LoanOctober 14, 2021 $927,794
4.875% Senior NotesOctober 15, 2023 500,000
5.625% Senior NotesNovember 1, 2024 400,000
5.0% Senior NotesOctober 1, 2025 700,000
6.25% Senior NotesFebruary 15, 2026 750,000
Less: discount  (15,812)
Less: deferred financing costs  (29,971)
Less: current portion  (7,327)
Long-term debt, net  $3,224,684
    
Capital lease and other financing obligations  $35,839
Less: current portion  (5,849)
Capital lease and other financing obligations, less current portion  $29,990
As of September 30, 2017, there was $415.3 million of availability underthe Term Loan, the Revolving Credit Facility, netand incremental availability (the "Accordion") under which additional secured credit facilities could be issued under certain circumstances. In the first and second quarters of $4.7 million2023, we repaid the Term Loan balance in lettersfull.
Sources of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2017, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017 and 2018.
Capital Resourcesliquidity
Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. In addition, our senior secured credit facilities provide for incremental facilities (the "Accordion"),As of March 31, 2024, we had $746.1 million available under which additional term loans may be issued or the capacity of the Revolving Credit Facility, may be increased.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, 2017, $230.0 million remained available for issuanceMarch 31, 2024, no amounts had been drawn against these outstanding letters of credit. Availability under the Accordion.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 March 31, 2024, availability under the Accordion was approximately $2.0 billion.
We believe, based on our current level of operations as reflected in our results of operations for the three and nine months ended September 30, 2017, and taking into consideration the restrictions and covenants discussed below,included in the Credit Agreement and Senior Notes Indentures, that thesethe 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 leveragedhighly-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 23, 2017,April 20, 2024, Moody’s Investors Service’s corporate credit rating for Sensata Technologies B.V. ("STBV")STBV was Ba2 with a stablepositive outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. The Standard & Poor’s corporate credit rating represents an upgrade, effective on October 23, 2017, from the previous rating of BB with a positive 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 credit agreement datedsenior 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 May 12, 2011 (as amended, the "Credit Agreement")outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the three months ended March 31, 2024.
The Credit Agreement and the indentures under which our senior notes were issuedSenior 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, make capital expenditures, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7, "Management’s7:
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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources" included in our 2023 Annual Report on Form 10-K forReport. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the year ended December 31, 2016.
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, 2017,March 31, 2024, we believe we were in compliance with all covenants and default provisions under our credit arrangements.
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 authorization for the September 2023 Program, under which approximately $461.8 million remained available as of March 31, 2024. In the three months ended March 31, 2024, we repurchased 0.3 million ordinary shares under the September 2023 Program. We did not repurchase any shares in the three months ended March 31, 2023.
Dividends
In the three months ended March 31, 2024 and 2023, we paid aggregate cash dividends of $18.1 million and $16.8 million, respectively. On April 24, 2024, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable on May 22, 2024 to shareholders of record as of May 8, 2024.
Recently Issued Accounting Pronouncements
In May 2014,November 2023, the Financial Accounting Standards Board (the "FASB")FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers2023-07, Segment Reporting (Topic 606)280), which creates one Accounting Standards Codification ("ASC")

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TableImprovements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of Contents

Topic (FASB ASC 606, Revenue from Contracts with Customers)segment profit or loss and an amount for "other segment items" included in the determination of segment operating income. The guidance also requires that replaces the current guidance found ina public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB ASC 605, Revenue RecognitionTopic 280, Segment Reporting, in interim periods, and various other revenue accounting standardsthat a public entity provide the title and position of the chief operating decision maker. Other requirements of the guidance are not expected to be material. There is no change to the guidance for specialized transactions and industries.identification or aggregation of operating or reportable segments. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance must be applied retrospectively to all prior periods presented. We adopted the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customersguidance in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidanceour Annual Report on Form 10-K for the year of adoption, but notperiod ended December 31, 2024 and our Quarterly Report on Form 10-Q for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity.three months ended March 31, 2025, respectively.
In August 2015,December 2023, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers2023-09, Income taxes (Topic 606)740): DeferralImprovements to Income Tax Disclosures, to improve the transparency of Effective Date, which defersincome tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the effective daterate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance also includes certain other amendments to improve the effectiveness of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09income tax disclosures. For public business entities, the standard is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods.2024. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessingevaluating the impact of the new guidance on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial position or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosuresincome tax related to revenue recognition, which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.disclosures.
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’s7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2016.Report.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
There have been noItem 3.Quantitative and Qualitative Disclosures About Market Risk.
No significant changes to our market risk have occurred since December 31, 2016.2023. For a discussion of market riskrisks affecting us, refer to Part II, Item 7A—"7A: Quantitative and Qualitative Disclosures About Market Risk" included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2016.Report.
Item 4.Controls and Procedures.
Item 4.Controls and Procedures.
The required certifications of our Chief Executive Officer and Chief Financial 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.
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Evaluation of Disclosure Controls and Procedures
With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.March 31, 2024. 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.United States 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, 2017,March 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.level because of the existence of material weaknesses as described below. As of December 31, 2023, we identified material weaknesses in maintaining an appropriate internal control environment. Management did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring. Additionally, our control activities did not adequately and consistently establish policies, procedures, information protocols and communications to design and operate effective controls, due in part, to a lack of appropriate accounting personnel, impacting areas such as inventory and account reconciliation processes in our Americas Accounting and Shared Services teams located in Mexico.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Although these material weaknesses did not result in a material misstatement to our audited consolidated financial statements for the year ended December 31, 2023, they have been identified as material weaknesses because there is a possibility that they could lead to a material misstatement of account balances or disclosures.
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 ninethree months ended September 30, 2017March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness Remediation Plan
We have developed and are executing on a remediation plan, which includes:
•The engagement of third-party consultants to evaluate and help formalize internal controls design and framework;
•The completion of a risk assessment to determine areas within the internal control structure to strengthen, document and execute.
•The augmentation, reorganization or replacement of personnel where necessary to ensure appropriate levels of knowledge and execution to support internal control structure assessment, design and execution.
We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control processes. However, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, we cannot assure you when these material weaknesses will be remediated, that additional actions will not be required to remediate these material weaknesses, or the costs of any such additional actions.
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.United States generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in
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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.

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PART II—OTHER INFORMATION
Item 1.Legal Proceedings.
As discussed in Part I, Item 3—"1.Legal Proceedings," in our Annual Report on Form 10-K for the year ended December 31, 2016, weProceedings.
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Most of our litigation matters are third-party claims related to patent infringement allegations or for property damage allegedly caused by our products, but some involve allegations of personal injury or wrongful death. From time to time, we are also involved in disagreements with vendors and customers. 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 resultresults of operations, financial position, condition, and/or cash flows.
Item 1A.Risk Factors.
Item 1A.Risk Factors.
Information regarding risk factors appears in Part I, Item 1A—"1A: Risk Factors", included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2016.Report. There have been no material changes to the risk factors disclosed therein.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
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 ShareTotal Number of Shares Purchased as Part of Publicly Announced Plan or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs
(in millions)
January 1 through January 31, 2024274,891 $36.61 274,544 $461.8 
February 1 through February 28, 2024719 $36.19 — $461.8 
March 1 through March 31, 20242,528 $35.56 — $461.8 
Quarter total278,138 $36.60 274,544 $461.8 

(1)     The total number of ordinary shares purchased 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 347, 719, and 2,528 ordinary shares withheld in January 2024, February 2024, and March 2024, respectively, representing a total aggregate fair value of $0.1 million based on the closing price of our ordinary shares on the date of withholdings.
Period 
Total 
Number
of Shares
Purchased (in shares)
 
Weighted-Average 
Price
Paid per Share
 Total Number of
Shares Purchased as Part of Publicly
Announced Plan or Programs		 
Approximate Dollar Value of Shares that
May Yet Be 
Purchased
Under the Plan or Programs (in millions)
July 1 through July 31, 2017 2,117
(1) 
$45.03
 —
 $250.0
August 1 through August 31, 2017 —
 $—
 —
 $250.0
September 1 through September 30, 2017 —
 $—
 —
 $250.0
Total 2,117
 $45.03
 —
 $250.0
 __________________
(1)
Pursuant to the "withhold to cover" method for collecting and paying withholding taxes for our employees upon the vesting of restricted securities, we withheld from certain employees the shares noted in the table above to cover such tax withholdings. These transactions took place outside of a publicly-announced repurchase plan. The weighted-average price per share listed in the above table is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax for the employees.
Item 3.Defaults Upon Senior Securities.
Item 3.Defaults Upon Senior Securities.
None.

Item 5. Other Information
Retirement of President and Chief Executive Officer; Appointment of Interim President and Chief Executive Officer
The Board of Directors (the “Board”) of Sensata Technologies plc (the “Company”) has appointed Martha Sullivan to succeed Jeffrey Cote as Interim President and Chief Executive Officer (“CEO”) effective May 1, 2024. Ms. Sullivan, 67, held the position of President of the Company from 2010 to 2019 and CEO of the Company from 2013 to 2020. In addition, Ms. Sullivan has served on the Board since 2013 and will continue to serve in such role. Additional background information on Ms. Sullivan can be found on page 12 of the Company’s 2024 Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 29, 2024, which is incorporated herein by reference.
In connection with her appointment, Ms. Sullivan has entered into an offer letter with the Company providing for an annual base salary of $1.05 million, an annual incentive opportunity at 135% of her annual base salary (to be prorated based on target performance in the event a successor commences employment as permanent CEO before December 31, 2024), an equity incentive award with a grant date fair value of $6 million (vesting in equal monthly installments, while serving as Interim President and CEO) and eligibility to participate in employee benefits and perquisites generally made available to executive officers of the Company. Ms. Sullivan is not eligible for severance benefits and will not receive compensation for her service on the Board during her time as Interim President and CEO.
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On April 26, 2024, Sensata Technologies, Inc. and Mr. Cote entered into a Retirement and Release of Claims Agreement (the “Retirement and Release Agreement”) pursuant to which Mr. Cote retired from his role as President and Chief Executive Officer (“CEO”) of the Company effective April 30, 2024. On the same day, Mr. Cote also resigned from the Board.
Mr. Cote will be entitled to the retirement benefits payable in accordance with the existing terms of his employment agreement and applicable equity award agreements, including the continued vesting of unvested restricted stock units (“RSUs”) and the accelerated vesting of performance-based RSUs (“PRSUs”), based on actual performance for years prior to 2024 and prorated vesting at target for 2024. In addition, the Retirement and Release Agreement provides that Mr. Cote’s outstanding vested stock options will remain exercisable for the duration of their existing term. In consideration for these retirement benefits, Mr. Cote has agreed to a release of claims in favor of the Company and related parties and to comply with various restrictive covenants in his employment agreement and award agreements.
Adoption of Severance and Change in Control Plan
On April 26, 2024, the Board adopted the Sensata Technologies Holding plc Severance and Change in Control Plan (the “Plan”) for employees with the title of CEO, Executive Vice President (“EVP”), Senior Vice President (“SVP”) or Vice President (“VP”) or otherwise designated by the Compensation Committee of the Board (the “Committee”) to be eligible to receive benefits under the Plan (each, an “Eligible Employee”). An interim CEO, including Ms. Sullivan, will not be eligible to participate in the Plan unless otherwise determined by the Committee. Capitalized terms used in the following description are as defined in the Plan, unless otherwise indicated.
The Plan provides for the payment of severance and other benefits upon a termination of employment by the Company without Cause (other than as a result of death or Disability) or, solely in the case of the CEO, an EVP or an SVP, a resignation by the Eligible Employee for Good Reason (a “Covered Termination”). Subject to customary releases and agreements, the Plan provides for the payment of benefits (the “Change in Control Severance Payments”) upon a Covered Termination that occurs within 24 months after the date of a Change in Control (the “Change in Control Period”) as follows:
•a lump sum cash payment equal to base salary for 36 months for the CEO, 24 months for EVPs and SVPs and 12 months for VPs (such number of months, the “Change in Control Severance Period”);
•a lump sum equal to 300% of average bonus (200% for EVPs and SVPs and 100% for VPs);
•for the CEO, EVPs and SVPs only, continued participation throughout the Change in Control Severance Period in their health and dental benefit plans; and
•for the CEO, EVPs and SVPs only, a resignation for Good Reason will be treated as an involuntary termination without Cause for all purposes under the award agreements applicable to their outstanding equity incentive awards.
The Plan also provides for severance payments that are lower than the Change in Control Severance Payments upon a Covered Termination outside of a Change in Control Period. None of the Company’s named executive officers are currently eligible for these benefits.
Amendment to Award Agreements with Brian Roberts
On April 1, 2024, the Company entered into an RSU award agreement (the “RSU Award Agreement”) and a performance-based RSU award agreement (the “PRSU Award Agreement”) with Brian Roberts, the Company’s Chief Financial Officer, while making its annual equity incentive awards. Effective on April 26, 2024, the Company amended each of the RSU Award Agreement and the PRSU Award Agreement to provide, upon a Qualifying Termination (as defined in the respective agreement), accelerated vesting of (i) unvested RSUs that would have vested within twelve months of termination and (ii) unvested PRSUs that would have vested within twelve months of termination at the sum of (x) the banked amounts for those performance years completed plus (y) the target amount for any uncompleted performance year.
Cooperation Agreement with Elliott Investment
On April 29, 2024, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (together, “Elliott”).
Pursuant to the Cooperation Agreement, the Company agreed, among other things, to appoint Mr. Phillip Eyler (the “New Independent Director”) to the board of directors of the Company (the “Board”), effective as of July 1, 2024. Mr. Eyler shall serve as a director until the Company’s 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) (including any adjournments or postponements thereof) or his earlier resignation or removal from office. In connection with Mr. Cote’s
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retirement and resignation from the Board, the size of the Board was decreased to 10 directors. Upon the appointment of Mr. Eyler, effective as of July 1, 2024, the size of the Board will be increased to 11 directors.
Pursuant to the Cooperation Agreement, the Company also established a Chief Executive Officer Search Committee (the “CEO Search Committee”) to conduct a search to identify candidates for and assist the Board in selecting the Company’s next chief executive officer and president (the “New CEO”). The CEO Search Committee will be chaired by Mr. Andrew Teich and will also include Ms. Martha Sullivan and Mr. John Mirshekari and, upon his appointment to the Board, Mr. Eyler.
The Cooperation Agreement also includes procedures regarding the replacement of the New Independent Director. If Mr. Eyler fails to be appointed to the Board as of July 1, 2024, or if the New Independent Director resigns, is removed or ceases to serve as a director for any other reason prior to the Expiration Date (as defined below), Elliott has a right to participate in the selection of a mutually agreeable replacement for the New Independent Director, including on the CEO Search Committee, subject to, among other things, Elliott beneficially owning a “net long position” of, or having aggregate “net long” economic exposure to, at least 2% of the Company’s then outstanding Ordinary Shares.
As used herein, the term “Expiration Date” means February 28, 2025, except that the Expiration Date shall be at least 30 days prior to the earlier of (i) the record date for the determination of shareholders who are entitled to notice of and to vote at the Company’s 2025 Annual Meeting, (ii) the date of the Company’s notice of annual meeting and proxy statement for the 2025 Annual Meeting and (iii) the deadline for shareholders to deliver notice of a resolution (including with respect to the election of directors) in connection with the 2025 Annual Meeting.
Pursuant to the Cooperation Agreement, Elliott agreed to cause all of the ordinary shares that Elliott or any of its affiliates has the right to vote as of the applicable record date to be voted, during the period starting on the effective date of the Cooperation Agreement until the Expiration Date (such period, the “Cooperation Period”), in accordance with recommendations by the Board on all proposals that may be the subject of shareholder action, subject to certain exceptions (including, among others, that Elliott and its affiliates may vote in their sole discretion on any proposal related to an Extraordinary Transaction (as defined in the Cooperation Agreement)).
Under the terms of the Cooperation Agreement, during the Cooperation Period, Elliott also agreed to abide by certain standstill provisions (subject to certain exceptions) and the parties agreed to mutual non-disparagement provisions.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, including the Form of Press Release attached as an exhibit to the Cooperation Agreement, a copy of which is attached as Exhibit 10.5 to this Quarterly Report on Form 10-Q.
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Item 6.Exhibits.
Item 6.Exhibits.
Exhibit No.Description
Exhibit No.3.1Description
3.1
4.1
Sixth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of April 17, 2013 pursuant to which the 4.875% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trusteeplc (incorporated by reference to Exhibit 4.13.1 of the Registrant's Current Report on Form 8-K filed on October 13, 2017)March 28, 2018).
10.1
4.2
10.2
10.3
10.4
10.5
4.310.6
4.410.7
10.8
31.1
10.9
10.10
31.1
31.2
32.1
101.INSInline 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
101.SCHThe following materials from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, formatted inInline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.Taxonomy Extension Schema Document. *
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LABInline XBRL Taxonomy Extension Label Linkbase Document. *
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document. *
104Cover 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: October 24, 2017
SENSATA TECHNOLOGIES HOLDING N.V.
April 29, 2024
SENSATA TECHNOLOGIES HOLDING PLC
/s/ Martha SullivanJeff Cote
(Martha Sullivan)Jeff Cote)
President and Chief Executive Officer and President
(Principal Executive Officer)
/s/ Paul VasingtonBrian Roberts
(Paul Vasington)Brian Roberts)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



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