SecProbe.io

October 30, 2024
Brian Roberts
Executive Vice President and Chief Financial Officer
Sensata Technologies Holding plc
529 Pleasant Street
Attleboro, Massachusetts 02703
Re:Sensata Technologies Holding plc
Form 10-K for the Year Ended December 31, 2023
Form 10-Q for the Period Ended June 30, 2024
File No. 001-34652
Dear Brian Roberts:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended June 30, 2024
Non-GAAP Financial Measures, page 27
We note your determination of multiple non-GAAP measures excludes step-up
depreciation and amortization.  Please address the following:
•For the six months ended June 30, 2024, step-up depreciation and amortization
appears to include depreciation expense associated with the step-up in fair value
of assets acquired in connection with a business combination and amortization of
intangible assets.  Please help us understand how you determined this adjustment
was appropriate given that it appears to have the effect of changing the
recognition and measurement principles required to be applied in accordance with
GAAP as it adjusts for only partial depreciation and amortization of acquired
assets. Refer to Question 100.04 of the Division's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures; and
For the year ended December 31, 2023, step-up depreciation and
amortization appears to include accelerated amortization related to the exit of the
Spear Marine Business in the second quarter of 2023. Please tell us the nature of •1.

October 30, 2024
Page 2
the underlying assets. If useful lives were shortened while the assets presumably
continued to contribute to revenue generation through the end of their useful lives,
please explain your consideration of Question 100.01 of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.
2.We note you provide expanded disclosures in your Form 10-K of the restructuring
related and other adjustment, which include a breakdown of each component that is
included in this line item with the corresponding amount. These expanded disclosures
are not provided in your Form 10-Q for the period ended June 30, 2024.  Please
provide us with these details for the six months ended June 30, 2024, and confirm that
you will expand your disclosures to include a breakdown of each component that is
included in this line item with the corresponding amount in your interim filings as
well.
3.Your determination of multiple non-GAAP measures includes an adjustment for
Financing and other transaction costs, which include multiple components including
expenses related to compensation arrangements entered into concurrent with the
closing of an acquisition.  Please provide us, and confirm that you will expand your
disclosures to include, a breakdown of each component that is included in this line
item with the corresponding amount.
Form 10-K for the Year Ended December 31, 2023
Business Strategy, page 5
4.We note your disclosure here and in MD&A of new business wins (“NBOs”), defined
as incremental revenue to your current base of business that is expected to be
recognized on average in the fifth year after entry into the agreement. Please clarify
your presentation of this metric. For example:
•Clarify what is meant by “agreement” in this context, including whether you are
referring to customer purchase orders with specified quantities and prices and
whether these agreements represent firm commitments or are indefinite.
•Please expand your disclosure to clarify how NBOs are calculated. Please also
clarify what is meant by “on average” in this context.
•Explain whether there are estimates or assumptions underlying the metric and tell
us your consideration of whether disclosure of these estimates or assumptions is
necessary.
Please refer to SEC Release 33-10751 for additional guidance.
Foreign Currency Translation, page 107
5.Prior to October 1, 2023, the functional currency of your wholly-owned subsidiaries
in China was the US Dollar. Effective October 1, 2023, as a result of significant
changes in economic facts and circumstances in the operations of your China foreign
entities, the functional currency changed to the CNY.  Please provide us with a
comprehensive explanation of the specific significant changes in economic facts and
circumstances that led you to determine it was appropriate to change your functional
currency pursuant to ASC 830-10-45-7. Please also refer to the guidance in ASC 830-
10-55-3 through 55-6.

October 30, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services