10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________ 

FORM 10-Q

_________________________________________________________________________________ 

(Mark One)

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

For the quarterly period ended September 30, 2019

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 PLC

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________ 

England and Wales	98-1386780
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Interface House, Interface Business Park, Bincknoll Lane

Royal Wootton Bassett, Swindon SN4 8SY, United Kingdom

529 Pleasant Street

Attleboro, Massachusetts, 02703, United States

(Address of principal executive offices, including zip code))

+1 (508) 236 3800

(Registrant's telephone number, including area code)

Not applicable

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

_____________________________________ 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share	ST	New York Stock Exchange

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

As of October 18, 2019, 158,853,596 ordinary shares were outstanding.

TABLE OF CONTENTS

PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months ended September 30, 2019 and 2018	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4.	Controls and Procedures	33
PART II
	Item 1.	Legal Proceedings	34
	Item 1A.	Risk Factors	34
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
	Item 3.	Defaults Upon Senior Securities	34
	Item 6.	Exhibits	35
		Signatures	36

 

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

	September 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	721,386		$	729,833
Accounts receivable, net of allowances of $15,969 and $13,762 as of September 30, 2019 and December 31, 2018, respectively	596,814			581,769
Inventories	502,939			492,319
Prepaid expenses and other current assets	128,447			113,234
Total current assets	1,949,586			1,917,155
Property, plant and equipment, net	817,040			787,178
Goodwill	3,104,447			3,081,302
Other intangible assets, net of accumulated amortization of $2,004,646 and $1,896,861 as of September 30, 2019 and December 31, 2018, respectively	790,692			897,191
Deferred income tax assets	25,599			27,971
Other assets	156,210			86,890
Total assets	$	6,843,574		$	6,797,687
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	7,863		$	14,561
Accounts payable	365,823			379,824
Income taxes payable	29,753			27,429
Accrued expenses and other current liabilities	217,064			218,130
Total current liabilities	620,503			639,944
Deferred income tax liabilities	246,216			225,694
Pension and other post-retirement benefit obligations	29,249			33,958
Finance lease and other financing obligations, less current portion	29,415			30,618
Long-term debt, net	3,219,412			3,219,762
Other long-term liabilities	95,891			39,277
Total liabilities	4,240,686			4,189,253
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 172,427 and 171,719 shares issued, as of September 30, 2019 and December 31, 2018, respectively	2,211			2,203
Treasury shares, at cost, 13,084 and 7,571 shares as of September 30, 2019 and December 31, 2018, respectively	(665,263		)	(399,417		)
Additional paid-in capital	1,716,682			1,691,190
Retained earnings	1,562,856			1,340,636
Accumulated other comprehensive loss	(13,598		)	(26,178		)
Total shareholders’ equity	2,602,888			2,608,434
Total liabilities and shareholders’ equity	$	6,843,574		$	6,797,687

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

3

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net revenue	$	849,715		$	873,552		$	2,603,940		$	2,673,705
Operating costs and expenses:
Cost of revenue	554,910			558,334			1,710,951			1,723,300
Research and development	38,189			37,800			109,970			111,781
Selling, general and administrative	68,158			73,886			210,733			235,681
Amortization of intangible assets	35,905			33,911			108,079			103,574
Restructuring and other charges, net	6,421			(52,698		)	28,040			(48,688		)
Total operating costs and expenses	703,583			651,233			2,167,773			2,125,648
Operating income	146,132			222,319			436,167			548,057
Interest expense, net	(39,556		)	(38,058		)	(118,417		)	(114,808		)
Other, net	(7,560		)	(10,581		)	(7,925		)	(26,267		)
Income before taxes	99,016			173,680			309,825			406,982
Provision for income taxes	28,341			24,562			80,649			62,086
Net income	$	70,675		$	149,118		$	229,176		$	344,896
Basic net income per share:	$	0.44		$	0.89		$	1.42		$	2.03
Diluted net income per share:	$	0.44		$	0.88		$	1.41		$	2.01

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

4

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Net income	$	70,675	$	149,118	$	229,176	$	344,896
Other comprehensive income, net of tax:
Cash flow hedges	6,917		10,343		12,331		39,555
Defined benefit and retiree healthcare plans	83		3,610		249		4,648
Other comprehensive income	7,000		13,953		12,580		44,203
Comprehensive income	$	77,675	$	163,071	$	241,756	$	389,099

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

5

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	For the nine months ended
	September 30, 2019			September 30, 2018
Cash flows from operating activities:
Net income	$	229,176		$	344,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	84,354			79,518
Amortization of debt issuance costs	5,573			5,480
Gain on sale of business	—			(63,688		)
Share-based compensation	15,188			17,813
Loss on debt financing	4,364			2,350
Amortization of intangible assets	108,079			103,574
Deferred income taxes	20,313			9,547
Unrealized loss on derivative instruments and other	23,545			9,020
Changes in operating assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(12,119		)	(78,611		)
Inventories	(7,192		)	(65,370		)
Prepaid expenses and other current assets	4,281			(13,350		)
Accounts payable and accrued expenses	(40,092		)	84,082
Income taxes payable	2,028			(8,910		)
Other	(3,971		)	(6,212		)
Net cash provided by operating activities	433,527			420,139
Cash flows from investing activities:
Acquisitions, net of cash received	(32,315		)	—
Additions to property, plant and equipment and capitalized software	(123,206		)	(111,275		)
Proceeds from the sale of business, net of cash sold	—			149,136
Other	(5,003		)	5,000
Net cash (used in)/provided by investing activities	(160,524		)	42,861
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	10,309			6,051
Payment of employee restricted stock tax withholdings	(6,953		)	(3,673		)
Proceeds from issuance of debt	450,000			—
Payments on debt	(461,190		)	(14,094		)
Payments to repurchase ordinary shares	(265,846		)	(399,417		)
Payments of debt and equity issuance costs	(7,770		)	(9,931		)
Other	—			16,369
Net cash used in financing activities	(281,450		)	(404,695		)
Net change in cash and cash equivalents	(8,447		)	58,305
Cash and cash equivalents, beginning of period	729,833			753,089
Cash and cash equivalents, end of period	$	721,386		$	811,394

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

6

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(unaudited) 

	Ordinary Shares				Treasury Shares					Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Number		Amount		Number		Amount
Balance as of June 30, 2019	172,325		$	2,209	(10,986	)	$	(567,615	)	$	1,710,711	$	1,492,356		$	(20,598	)	$	2,617,063
Surrender of shares for tax withholding	—		—		(4	)	(175		)	—		—			—			(175		)
Stock options exercised	93		2		—		—			3,208		—			—			3,210
Vesting of restricted securities	13		—		—		—			—		—			—			—
Repurchase of ordinary shares	—		—		(2,098	)	(97,648		)	—		—			—			(97,648		)
Retirement of ordinary shares	(4	)	—		4		175			—		(175		)	—			—
Share-based compensation	—		—		—		—			2,763		—			—			2,763
Net income	—		—		—		—			—		70,675			—			70,675
Other comprehensive income	—		—		—		—			—		—			7,000			7,000
Balance as of September 30, 2019	172,427		$	2,211	(13,084	)	$	(665,263	)	$	1,716,682	$	1,562,856		$	(13,598	)	$	2,602,888

	Ordinary Shares					Treasury Shares					Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Number		Amount			Number		Amount
Balance as of December 31, 2018	171,719		$	2,203		(7,571	)	$	(399,417	)	$	1,691,190	$	1,340,636		$	(26,178	)	$	2,608,434
Surrender of shares for tax withholding	—		—			(148	)	(6,953		)	—		—			—			(6,953		)
Stock options exercised	405		5			—		—			10,304		—			—			10,309
Vesting of restricted securities	451		5			—		—			—		(5		)	—			—
Repurchase of ordinary shares	—		—			(5,513	)	(265,846		)	—		—			—			(265,846		)
Retirement of ordinary shares	(148	)	(2		)	148		6,953			—		(6,951		)	—			—
Share-based compensation	—		—			—		—			15,188		—			—			15,188
Net income	—		—			—		—			—		229,176			—			229,176
Other comprehensive income	—		—			—		—			—		—			12,580			12,580
Balance as of September 30, 2019	172,427		$	2,211		(13,084	)	$	(665,263	)	$	1,716,682	$	1,562,856		$	(13,598	)	$	2,602,888

	Ordinary Shares				Treasury Shares					Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Number		Amount		Number		Amount
Balance as of June 30, 2018	171,634		$	2,202	(1,137	)	$	(60,105	)	$	1,676,172	$	937,452		$	(32,914	)	$	2,522,807
Surrender of shares for tax withholding	—		—		(1	)	(33		)	—		—			—			(33		)
Stock options exercised	83		1		—		—			2,653		—			—			2,654
Vesting of restricted securities	2		—		—		—			—		—			—			—
Repurchase of ordinary shares	—		—		(6,434	)	(339,312		)	—		—			—			(339,312		)
Retirement of ordinary shares	(1	)	—		1		33			—		(33		)	—			—
Share-based compensation	—		—		—		—			6,311		—			—			6,311
Net income	—		—		—		—			—		149,118			—			149,118
Other comprehensive income	—		—		—		—			—		—			13,953			13,953
Balance as of September 30, 2018	171,718		$	2,203	(7,571	)	$	(399,417	)	$	1,685,136	$	1,086,537		$	(18,961	)	$	2,355,498

	Ordinary Shares					Treasury Shares					Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Number		Amount			Number		Amount
Balance as of December 31, 2017	178,437		$	2,289		(7,076	)	$	(288,478	)	$	1,663,367	$	1,031,612		$	(63,164	)	$	2,345,626
Surrender of shares for tax withholding	—		—			(71	)	(3,674		)	—		—			—			(3,674		)
Stock options exercised	113		2			58		2,250			3,956		(157		)	—			6,051
Vesting of restricted securities	257		2			—		—			—		(2		)	—			—
Repurchase of ordinary shares	—		—			(7,571	)	(399,417		)	—		—			—			(399,417		)
Retirement of ordinary shares	(7,089	)	(90		)	7,089		289,902			—		(289,812		)	—			—
Share-based compensation	—		—			—		—			17,813		—			—			17,813
Net income	—		—			—		—			—		344,896			—			344,896
Other comprehensive income	—		—			—		—			—		—			44,203			44,203
Balance as of September 30, 2018	171,718		$	2,203		(7,571	)	$	(399,417	)	$	1,685,136	$	1,086,537		$	(18,961	)	$	2,355,498

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

7

SENSATA TECHNOLOGIES HOLDING PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

2. New Accounting Standards

In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB Accounting Standards Codification ("ASC") Topic 842, Leases, requires lessees to classify most leases as either finance or operating leases and to recognize a lease liability and right-of-use asset. For finance leases, the statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 18, "Leases" for additional discussion of this adoption.

3. Revenue Recognition

The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended September 30, 2019						For the three months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	493,675	$	10,738	$	504,413	$	507,961	$	11,544	$	519,505
HVOR (1)	134,918		—		134,918		141,650		—		141,650
Appliance and HVAC (2)	—		49,724		49,724		—		53,505		53,505
Industrial	—		83,718		83,718		—		84,057		84,057
Aerospace	—		41,962		41,962		—		41,062		41,062
Other	—		34,980		34,980		—		33,773		33,773
Total	$	628,593	$	221,122	$	849,715	$	649,611	$	223,941	$	873,552

__________________________

⁽¹⁾    Heavy vehicle and off-road

⁽²⁾    Heating, ventilation and air conditioning

8

	For the nine months ended September 30, 2019						For the nine months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,483,986	$	32,838	$	1,516,824	$	1,570,340	$	38,402	$	1,608,742
HVOR	429,151		—		429,151		418,317		—		418,317
Appliance and HVAC	—		157,260		157,260		—		164,432		164,432
Industrial	—		272,177		272,177		—		253,289		253,289
Aerospace	—		129,843		129,843		—		123,268		123,268
Other	—		98,685		98,685		—		105,657		105,657
Total	$	1,913,137	$	690,803	$	2,603,940	$	1,988,657	$	685,048	$	2,673,705

4. Share-Based Payment Plans

Share-Based Compensation Expense

The table below presents non-cash compensation expense related to our equity awards, which is recognized within selling, general and administrative expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Stock options	$	1,499	$	1,381	$	4,987	$	4,459
Restricted securities	1,264		4,930		10,201		13,354
Share-based compensation expense	$	2,763	$	6,311	$	15,188	$	17,813

Equity Awards

Awards granted in or after April 2019 permit accelerated vesting for qualified retirements.

We granted the following options under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2019:

Options Granted To:	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value		Vesting Period
Various executives and employees	382	$	13.90	25% per year over four years

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2010 Equity Plan during the nine months ended September 30, 2019:

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)	257	N/A	$	47.98
Directors	RSU (1)	28	N/A	$	43.92
Various executives and employees	PRSU (2)	138	0.0% - 172.5%	$	46.92
Various executives and employees	PRSU (2)	76	0.0% - 150.0%	$	46.92

__________________________

⁽¹⁾  RSUs granted during the nine months ended September 30, 2019 vest on various dates between March 2020 and August 2022.

⁽²⁾  PRSUs granted during the nine months ended September 30, 2019 vest in April and August 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

9

5. Restructuring and Other Charges, Net

Restructuring and other charges, net for the three and nine months ended September 30, 2019 and 2018 were as follows:

	For the three months ended					For the nine months ended
	September 30, 2019		September 30, 2018			September 30, 2019		September 30, 2018
Severance costs, net (1)	$	5,549	$	4,888		$	23,035	$	8,208
Facility and other exit costs	208		187			245		877
Gain on sale of Valves Business (2) (4)	—		(63,688		)	—		(63,688		)
Other (3) (4)	664		5,915			4,760		5,915
Restructuring and other charges, net	$	6,421	$	(52,698	)	$	28,040	$	(48,688	)

___________________________________

⁽¹⁾  Severance costs, net for the three and nine months ended September 30, 2019 and 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations. Severance costs, net for the three months ended September 30, 2019 primarily comprise termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany. Severance costs, net for the nine months ended September 30, 2019 also included a charge of approximately $13 million related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. The majority of these benefits were paid in the third quarter of 2019.

⁽²⁾  In the three months ended September 30, 2018 we completed the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business").

⁽³⁾  Other charges in the three and nine months ended September 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC ("GIGAVAC"). Other charges in the three and nine months ended September 30, 2018 included incremental direct costs in order to transact the sale of the Valves Business.

⁽⁴⁾  Refer to Note 16, "Acquisitions and Divestitures," for further discussion of the acquisition of GIGAVAC and the divestiture of the Valves Business.

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2019 were as follows:

	Severance
Balance at December 31, 2018	$	6,591
Charges, net of reversals	23,035
Payments	(18,283		)
Impact of changes in foreign currency exchange rates	(251		)
Balance at September 30, 2019	$	11,092

6. Other, Net

Other, net consisted of the following for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Currency remeasurement loss on net monetary assets	$	(6,031	)	$	(9,568	)	$	(8,492	)	$	(18,497	)
Gain on foreign currency forward contracts	1,289			3,668			2,806			3,118
Gain/(loss) on commodity forward contracts	1,786			(4,233		)	2,807			(8,854		)
Loss on debt financing	(4,364		)	—			(4,364		)	(2,350		)
Net periodic benefit cost, excluding service cost	(272		)	(285		)	(846		)	(799		)
Other	32			(163		)	164			1,115
Other, net	$	(7,560	)	$	(10,581	)	$	(7,925	)	$	(26,267	)

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7. Income Taxes

We recorded provision for income taxes of the following in the periods presented:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Provision for income taxes	$	28,341	$	24,562	$	80,649	$	62,086

The increase in the provision for income taxes relates to changes in the jurisdictional mix of profits, effects of changes in tax laws and rates in the locations where we operate, changes in tax accruals related to prior year tax positions, and the utilization of previously unbenefited net operating losses in our U.S. jurisdiction. The provision for income taxes consists of:

• current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and

• deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) the utilization of net operating losses, (3) changes in tax rates, and (4) changes in our assessment of the realizability of our deferred tax assets.

8. Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2019 and 2018 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, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Basic weighted-average ordinary shares outstanding	160,458	167,290	161,774	170,045
Dilutive effect of stock options	530	886	578	898
Dilutive effect of unvested restricted securities	320	418	417	438
Diluted weighted-average ordinary shares outstanding	161,308	168,594	162,769	171,381

Net income and net income per share are presented in the condensed consolidated statements of operations.

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

	For the three months ended		For the nine months ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Anti-dilutive shares excluded	1,381	983	1,251	894
Contingently issuable shares excluded	767	807	679	801

9. Inventories

The components of inventories as of September 30, 2019 and December 31, 2018 were as follows:

	September 30, 2019		December 31, 2018
Finished goods	$	193,143	$	187,095
Work-in-process	103,536		104,405
Raw materials	206,260		200,819
Inventories	$	502,939	$	492,319

 

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10. Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	2		$	9		$	715		$	757		$	717		$	766
Interest cost	394			387			48			45			332			327			774			759
Expected return on plan assets	(442		)	(415		)	—			—			(175		)	(230		)	(617		)	(645		)
Amortization of net loss	242			235			7			20			191			237			440			492
Amortization of prior service (credit)/cost	—			—			(327		)	(530		)	2			2			(325		)	(528		)
Loss on settlement	—			207			—			—			—			—			—			207
Net periodic benefit cost/(credit)	$	194		$	414		$	(270	)	$	(456	)	$	1,065		$	1,093		$	989		$	1,051

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	6		$	47		$	2,078		$	2,392		$	2,084		$	2,439
Interest cost	1,192			1,078			154			185			1,008			1,001			2,354			2,264
Expected return on plan assets	(1,344		)	(1,251		)	—			—			(526		)	(702		)	(1,870		)	(1,953		)
Amortization of net loss	732			835			29			20			574			372			1,335			1,227
Amortization of prior service (credit)/cost	—			—			(981		)	(1,198		)	8			3			(973		)	(1,195		)
Loss on settlement	—			752			—			—			—			—			—			752
Gain on curtailment	—			—			—			—			—			(296		)	—			(296		)
Net periodic benefit cost/(credit)	$	580		$	1,414		$	(792	)	$	(946	)	$	3,142		$	2,770		$	2,930		$	3,238

Components of net periodic benefit cost other than service cost are presented in other, net. Refer to Note 6, "Other, Net."

11. Debt

Our long-term debt and finance lease and other financing obligations as of September 30, 2019 and December 31, 2018 consisted of the following:

	Maturity Date	September 30, 2019			December 31, 2018
Term Loan	September 20, 2026	$	461,883		$	917,794
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
4.375% Senior Notes	February 15, 2030	450,000			—
Less: discount		(12,296		)	(15,169		)
Less: deferred financing costs		(25,545		)	(23,159		)
Less: current portion		(4,630		)	(9,704		)
Long-term debt, net		$	3,219,412		$	3,219,762
Finance lease and other financing obligations		$	32,648		$	35,475
Less: current portion		(3,233		)	(4,857		)
Finance lease and other financing obligations, less current portion		$	29,415		$	30,618

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Our debt consists of a secured facility and various tranches of senior unsecured notes.

Secured Credit Facility

The credit agreement governing our secured credit facility (the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a term loan facility (the "Term Loan"), a $420.0 million revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances.

On March 27, 2019 certain indirect, wholly-owned subsidiaries of Sensata plc, including Sensata Technologies B.V. ("STBV"), entered into the ninth amendment (the "Ninth Amendment") of the Credit Agreement. Among other changes to the Credit Agreement, the Ninth Amendment (i) extended the maturity date of the Revolving Credit Facility to March 27, 2024; (ii) added pounds sterling as an available currency for revolving credit loans and letters of credit under the Revolving Credit Facility; (iii) lowered certain index rate spreads related to the Revolving Credit Facility; (iv) lowered our letter of credit fees; (v) reduced our revolving credit commitment fees; and (vi) modified the senior secured net leverage ratio financial covenant to increase the Revolving Credit Facility utilization threshold above which such financial covenant is tested from 10% to 20%.

On June 13, 2019, our subsidiaries that were at the time borrowers under the Credit Agreement entered into an amendment to the Credit Agreement with the administrative agent to correct certain technical and immaterial errors in the Credit Agreement.

On September 20, 2019 certain of our subsidiaries, including STBV and its indirect, wholly-owned subsidiary, Sensata Technologies Inc. ("STI"), entered into the tenth amendment of the Credit Agreement (the "Tenth Amendment"). Under the terms of the Tenth Amendment, among other changes to the Credit Agreement, (i) the final maturity date of the Term Loan was extended to September 20, 2026; (ii) STI became the sole borrower under the Credit Agreement and assumed substantially all of the obligations of STBV and Sensata Technologies Finance Company, LLC ("STFC") thereunder; (iii) the permission to incur incremental additional indebtedness under the Credit Agreement was increased; and (iv) certain of the operational and restrictive covenants and other terms and conditions of the Senior Secured Credit Facilities to which STBV and its restricted subsidiaries are subject were modified to provide us with increased flexibility and permissions thereunder (including permission to make restricted payments (including dividends) in an amount equal to $50.0 million annually, which can be further increased to an unlimited amount subject to no default or event of default and compliance with certain financial covenants).

In addition, under the Tenth Amendment, STBV became a guarantor of STI’s obligations under the Credit Agreement, STFC ceased to be a guarantor with respect to the Credit Agreement, and certain subsidiaries of STBV that previously guaranteed the obligations under the Credit Agreement (the ‘‘Released Guarantors’’) were released from their guarantees, subject to satisfaction of certain conditions.

As of September 30, 2019 there was $416.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2019 no amounts had been drawn against these outstanding letters of credit.

Senior Notes

We have various tranches of senior notes outstanding. Prior to September 20, 2019 these consisted of $500.0 million in aggregate principal amount of 4.875% senior notes due 2023 (the "4.875% Senior Notes"), $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes"), $700.0 million in aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), and $750.0 million in aggregate principal amount of 6.25% senior notes due 2026 (the "6.25% Senior Notes" and together with each tranche of senior notes outstanding prior to September 20, 2019, the "Existing Senior Notes").

On September 20, 2019, coincident with the entry into the Tenth Amendment, STI issued $450.0 million in aggregate principal amount of 4.375% senior notes due 2030 (the "4.375% Senior Notes"). The proceeds of the issuance of the 4.375% Senior Notes were used to partially repay the Term Loan. The 4.375% Senior Notes were issued under an indenture dated September 20, 2019 among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors"). The 4.375% Senior Notes were offered at par, and interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2020.

At any time, and from time to time, STI may redeem the 4.375% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, and, for redemptions occurring prior to November 15, 2029, a "make-whole" premium. Beginning on November 15, 2029, the "make-whole" premium will be eliminated. In addition, upon the occurrence of certain specific kinds of changes

13

in control, STI will be required to offer to repurchase the notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 4.375% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the indenture governing the 4.375% Senior Notes), if any, then due and which will become due on the date of redemption.

Upon consummation of the Tenth Amendment, the guarantees of the Released Guarantors under the Existing Senior Notes were released (the "Guarantees Release"). Accordingly, as of September 20, 2019, the 4.375% Senior Notes are guaranteed by STBV and all of the subsidiaries of STBV (other than STI) that guarantee the Existing Senior Notes and the Credit Agreement, in each case, giving effect to the Guarantees Release.

Accounting for Debt Financing Transactions

We accounted for our debt financing transactions in accordance with our policies as disclosed in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

In connection with the entry into the Ninth Amendment, we incurred $2.4 million of creditor fees and related third-party costs, which were recorded as an adjustment to the carrying amount of long-term debt.

In connection with of the issuance of the 4.375% Senior Notes, the entry into the Tenth Amendment, and the subsequent partial repayment of the Term Loan, we recognized a loss of $4.4 million, presented in the other, net line of our condensed consolidated statement of operations, as well as $5.0 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2019 and December 31, 2018 accrued interest totaled $45.5 million and $40.6 million, respectively.

12. Commitments and Contingencies

We are a defendant in a lawsuit, Wasica Finance Gmbh et al v. Schrader International Inc. et al, Case No. 13-1353-CPS, U.S.D.C., Delaware, in which the claimant alleges infringement of their patent (US 5,602,524) in connection with our tire pressure monitoring system products. The patent in question has expired, and as a result, the claimant is seeking damages for past alleged infringement with interest and costs. Should the claimant prevail, these amounts could be material. We have denied liability and have been defending the litigation, which is in discovery. Trial is currently expected in February 2020. We do not believe a loss related to this matter is probable. As of September 30, 2019, we have no accrual recorded related to this matter.

We are a defendant in a lawsuit, Metal Seal Precision, Ltd. v. Sensata Technologies Inc., Case No. 2017-0518-BCSI, MA Superior Court (Suffolk County), in which the claimant ("Metal Seal"), a supplier of certain metal parts used in the manufacture of our products, alleges breach of contract, breach of covenant of good faith and fair dealing, and anticipatory repudiation. The dispute arises out of an agreement under which Metal Seal alleges certain purchase requirements were not met, resulting in damages and lost profits. On April 12, 2019 the court granted, in part, our motion for summary judgment and dismissed Metal Seal's unfair trade practices claims. Plaintiff’s damage expert claims that Metal Seal has losses ranging up to $51.0 million. We dispute Metal Seal's claims and continue to defend the lawsuit, with trial currently expected in December 2019. We do not believe a loss related to this matter is probable. As of September 30, 2019, we have no accrual recorded related to this matter.

13. Shareholders' Equity

On July 30, 2019, our Board of Directors approved a new $500.0 million share repurchase program with terms consistent to those of our previously authorized $250.0 million share repurchase program. The $250.0 million share repurchase program was terminated upon commencement of the new program.

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Accumulated Other Comprehensive Loss

The following is a roll forward of the components of accumulated other comprehensive loss for the nine months ended September 30, 2019:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance at December 31, 2018	$	9,184		$	(35,362	)	$	(26,178	)
Other comprehensive income before reclassifications, net of tax	27,725			—			27,725
Reclassifications from accumulated other comprehensive loss, net of tax	(15,394		)	249			(15,145		)
Other comprehensive income	12,331			249			12,580
Balance at September 30, 2019	$	21,515		$	(35,113	)	$	(13,598	)

The details of the (gain)/loss reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018 are as follows:

	For the three months ended September 30,						For the nine months ended September 30,						Affected Line in Condensed Consolidated Statements of Operations
Component	2019			2018			2019			2018
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	(7,615	)	$	1,490		$	(17,327	)	$	20,438		Net revenue (1)
Foreign currency forward contracts	(968		)	(1,353		)	(2,037		)	(3,189		)	Cost of revenue (1)
Foreign currency forward contracts	—			—			—			1,376			Other, net (1)
Total, before taxes	(8,583		)	137			(19,364		)	18,625			Income before taxes
Income tax effect	1,760			(34		)	3,970			(4,656		)	Provision for income taxes
Total, net of taxes	$	(6,823	)	$	103		$	(15,394	)	$	13,969		Net income
Defined benefit and retiree healthcare plans	$	115		$	171		$	362		$	488		Other, net (2)
Defined benefit and retiree healthcare plans	—			228			—			228			Restructuring and other charges, net (3)
Total, before taxes	115			399			362			716			Income before taxes
Income tax effect	(32		)	(32		)	(113		)	111			Provision for income taxes
Total, net of taxes	$	83		$	367		$	249		$	827		Net income

__________________________

⁽¹⁾  Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods.

⁽²⁾  Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost.

⁽³⁾  Amount represents an equity component of the Valves Business, which was sold in the third quarter of 2018. Refer to Note 5, "Restructuring and Other Charges, Net" and Note 16, "Acquisitions and Divestitures" for additional information related to the divestiture of the Valves Business.

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14. Fair Value Measures

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 are as shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019		December 31, 2018
Assets
Foreign currency forward contracts	$	31,388	$	17,871
Commodity forward contracts	2,799		831
Total	$	34,187	$	18,702
Liabilities
Foreign currency forward contracts	$	4,006	$	5,165
Commodity forward contracts	1,506		4,137
Total	$	5,512	$	9,302

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2018 and determined that they were not impaired. As of September 30, 2019 no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

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, 2019 and December 31, 2018. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019				December 31, 2018
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	461,883	$	464,770	$	917,794	$	904,027
4.875% Senior Notes	$	500,000	$	524,375	$	500,000	$	491,875
5.625% Senior Notes	$	400,000	$	434,000	$	400,000	$	400,500
5.0% Senior Notes	$	700,000	$	748,125	$	700,000	$	660,625
6.25% Senior Notes	$	750,000	$	796,875	$	750,000	$	751,875
4.375% Senior Notes	$	450,000	$	448,875	$	—	$	—

___________________________________

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

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

In addition to the above, we hold certain equity investments that do not have readily determinable fair values, and as such measure them using the measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments, and no adjustments have been made to their carrying values.

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Refer to the table below for a detail of the carrying values of these investments, each of which are included in other assets.

	September 30, 2019		December 31, 2018
Quanergy Systems, Inc	$	50,000	$	50,000
Lithium Balance (1)	3,700		—
Total	$	53,700	$	50,000

___________________________________

⁽¹⁾    Our investment in Lithium Balance A/S ("Lithium Balance") was purchased in July 2019.

15. 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 (the "USD"). We enter into forward contracts for certain of these foreign currencies 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, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging.

For the three and nine months ended September 30, 2019 and 2018 amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of September 30, 2019 we estimate that $24.7 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2020.

As of September 30, 2019 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)
12.0 EUR	September 26, 2019	October 31, 2019	Euro ("EUR") to USD	1.10 USD	Not designated
339.7 EUR	Various from July 2017 to September 2019	Various from October 2019 to August 2021	EUR to USD	1.19 USD	Cash flow hedge
379.0 CNY	September 25, 2019	October 31, 2019	USD to Chinese Renminbi ("CNY")	7.14 CNY	Not designated
271.1 CNY	January 10, 2019	Various from October to December 2019	USD to CNY	6.82 CNY	Cash flow hedge
709.0 JPY	September 26, 2019	October 31, 2019	USD to Japanese Yen ("JPY")	107.20 JPY	Not designated
23,821.4 KRW	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to Korean Won ("KRW")	1,119.73 KRW	Cash flow hedge
22.0 MYR	September 25, 2019	October 31, 2019	USD to Malaysian Ringgit ("MYR")	4.21 MYR	Not designated
131.0 MXN	September 26, 2019	October 31, 2019	USD to Mexican Peso ("MXN")	19.67 MXN	Not designated
2,823.8 MXN	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to MXN	20.88 MXN	Cash flow hedge
47.8 GBP	Various from November 2017 to September 2019	Various from October 2019 to August 2021	British Pound Sterling ("GBP") to USD	1.31 USD	Cash flow hedge

_________________________

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

Hedges of Commodity Risk

We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815.

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As of September 30, 2019 we had the following outstanding commodity forward contracts:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	888,764 troy oz.	October 2019-September 2021	$16.42
Gold	8,116 troy oz.	October 2019-September 2021	$1,373.99
Nickel	236,380 pounds	October 2019-September 2021	$6.15
Aluminum	3,680,177 pounds	October 2019-September 2021	$0.90
Copper	2,406,213 pounds	October 2019-September 2021	$2.89
Platinum	7,171 troy oz.	October 2019-September 2021	$894.43
Palladium	823 troy oz.	October 2019-September 2021	$1,330.48

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, 2019 and December 31, 2018:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	September 30, 2019		December 31, 2018
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	27,433	$	14,608	Accrued expenses and other current liabilities	$	2,956	$	3,615
Foreign currency forward contracts	Other assets	3,902		3,168		Other long-term liabilities	652		1,134
Total		$	31,335	$	17,776		$	3,608	$	4,749
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,320	$	524	Accrued expenses and other current liabilities	$	1,154	$	3,679
Commodity forward contracts	Other assets	479		307		Other long-term liabilities	352		458
Foreign currency forward contracts	Prepaid expenses and other current assets	53		95		Accrued expenses and other current liabilities	398		416
Total		$	2,852	$	926		$	1,904	$	4,553

These fair value measurements are 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, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income					Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2019			2018			2019		2018
Foreign currency forward contracts	$	19,797		$	7,190	Net revenue	$	7,615	$	(1,490	)
Foreign currency forward contracts	$	(2,514	)	$	6,464	Cost of revenue	$	968	$	1,353

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	1,786	$	(4,233	)	Other, net
Foreign currency forward contracts	$	1,289	$	3,668		Other, net

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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 nine months ended September 30, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain Recognized in Other Comprehensive Income				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
	2019		2018			2019		2018
Foreign currency forward contracts	$	30,124	$	22,993	Net revenue	$	17,327	$	(20,438	)
Foreign currency forward contracts	$	3,946	$	11,122	Cost of revenue	$	2,037	$	3,189
Foreign currency forward contracts	$	—	$	—	Other, net	$	—	$	(1,376	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	2,807	$	(8,854	)	Other, net
Foreign currency forward contracts	$	2,806	$	4,494		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 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, 2019 the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $5.5 million. As of September 30, 2019 we have not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

16. Acquisitions and Divestitures

Other acquisition

On September 13, 2019 we completed one acquisition for approximately $30 million, net of cash acquired and subject to customary post-closing adjustments. We are in the process of completing our assessment of the fair values of assets acquired and liabilities assumed.

GIGAVAC merger

On September 24, 2018 we entered into an agreement and plan of merger with GIGAVAC, whereby GIGAVAC would merge with one of our wholly-owned subsidiaries, thereby becoming a wholly-owned subsidiary of Sensata. On October 31, 2018 we completed the acquisition of GIGAVAC for $229.9 million of cash consideration, approximately $12.0 million of which related to certain compensation arrangements with certain GIGAVAC employees and shareholders.

Based in Carpinteria, California, GIGAVAC has more than 270 employees and is a leading provider of solutions that enable electrification in demanding environments within the automotive, battery storage, industrial, and HVOR end markets. We acquired GIGAVAC to increase our content and capabilities for electrification, including products such as cars, delivery trucks, buses, material handling equipment, and charging stations. Portions of GIGAVAC will be integrated into each of our operating segments.

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

Net working capital, excluding cash	$	16,980
Property, plant and equipment	4,384
Goodwill	113,731
Other intangible assets	122,742
Other assets	63
Deferred income tax liabilities	(27,000		)
Other long-term liabilities	(1,000		)
Fair value of net assets acquired, excluding cash and cash equivalents	229,900
Cash and cash equivalents	359
Fair value of net assets acquired	$	230,259

The allocation of purchase price related to the GIGAVAC merger is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $113.7 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The amount of goodwill recorded that is expected to be deductible for tax purposes is not material.

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

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets:
Customer relationships	$	74,500	10
Completed technologies	31,040		13
Tradenames	15,400		15
Other	1,802		6
Total definite-lived intangible assets acquired	$	122,742	12

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

Valves Business Divestiture

On August 31, 2018 we completed the divestiture of the Valves Business to Pacific Industrial Co. Ltd. (together with its affiliates, "Pacific"). Contemporaneous with the closing of the sale, Sensata and Pacific entered into a long-term supply agreement, which imposes an obligation on us to purchase minimum quantities of product from Pacific over a period of nearly five years.

In exchange for selling the Valves Business and entering into the long-term supply agreement, we received cash consideration from Pacific of approximately $165.5 million, net of $11.8 million of cash and cash equivalents sold.

We determined that the terms of the long-term supply agreement entered into concurrent with the divestiture of the Valves Business were not at market. Accordingly, we recognized a liability of $16.4 million, measured at fair value, which represented the fair value of the off-market component of the supply agreement.

17. Segment Reporting

We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise for which separate

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financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. Corporate and other costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net revenue:
Performance Sensing	$	628,593		$	649,611		$	1,913,137		$	1,988,657
Sensing Solutions	221,122			223,941			690,803			685,048
Total net revenue	$	849,715		$	873,552		$	2,603,940		$	2,673,705
Segment operating income (as defined above):
Performance Sensing	$	165,076		$	178,391		$	483,657		$	535,166
Sensing Solutions	70,952			73,295			223,036			224,249
Total segment operating income	236,028			251,686			706,693			759,415
Corporate and other	(47,570		)	(48,154		)	(134,407		)	(156,472		)
Amortization of intangible assets	(35,905		)	(33,911		)	(108,079		)	(103,574		)
Restructuring and other charges, net	(6,421		)	52,698			(28,040		)	48,688
Operating income	146,132			222,319			436,167			548,057
Interest expense, net	(39,556		)	(38,058		)	(118,417		)	(114,808		)
Other, net	(7,560		)	(10,581		)	(7,925		)	(26,267		)
Income before taxes	$	99,016		$	173,680		$	309,825		$	406,982

18. Leases

As discussed in Note 2, "New Accounting Standards," we adopted FASB ASC Topic 842 on January 1, 2019, using the modified retrospective transition method. We have elected to apply the package of practical expedients and the land easement practical expedient. We have not elected to apply the hindsight practical expedient.

As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e. they are not recorded on the consolidated balance sheets).

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We elected to apply the transition provisions of this guidance, including its disclosure requirements, at its date of adoption instead of at the beginning of the earliest comparative period presented. Accordingly, we have not restated our consolidated balance sheet as of December 31, 2018. There was no cumulative effect of adoption on our retained earnings or any other components of equity. The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance:

	December 31, 2018		Adjustment			January 1, 2019
Prepaid expenses and other current assets	$	113,234	$	(253	)	$	112,981
Other intangible assets, net	$	897,191	$	(1,510	)	$	895,681
Other assets	$	86,890	$	58,496		$	145,386
Accrued expenses and other current liabilities	$	218,130	$	12,119		$	230,249
Other long-term liabilities	$	39,277	$	44,614		$	83,891

The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of September 30, 2019 related to our operating and finance leases:

	September 30, 2019
Operating lease right-of-use assets:
Other assets	$	56,200
Total operating lease right-of-use assets	$	56,200
Operating lease liabilities:
Accrued expenses and other current liabilities	$	10,773
Other long-term liabilities	45,695
Total operating lease liabilities	$	56,468
Finance lease right-of-use assets:
Property, plant and equipment, at cost	$	49,714
Accumulated depreciation	(23,864		)
Property, plant and equipment, net	$	25,850
Finance lease liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	2,116
Finance lease and other financing obligations, less current portion	29,209
Total finance lease liabilities	$	31,325

The table below presents the lease liabilities arising from obtaining right-of-use assets in the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating leases	$	3,837
Finance leases	$	—

For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The table below presents our total lease cost for the three and nine months ended September 30, 2019:

	For the three months ended		For the nine months ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	3,817	$	12,041
Finance lease cost:
Amortization of right-of-use assets	$	452	$	1,356
Interest on lease liabilities	671		2,031
Total finance lease cost	$	1,123	$	3,387

Short-term lease cost was not material for the three and nine months ended September 30, 2019.

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Cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Cash flows from financing activities include repayments of the principal portion of finance lease liabilities. The table below presents the cash paid related to our operating and finance leases for the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating cash flows from operating leases	$	11,887
Operating cash flows from finance leases	$	1,961
Financing cash flows from finance leases	$	1,264

We occupy leased facilities with initial terms ranging up to 20 years. These lease agreements frequently include options to renew for additional periods and generally require that we pay taxes, insurance, and maintenance costs. We also lease certain vehicles and equipment. The table below presents the weighted-average remaining lease term of our operating and finance leases (in years):

	September 30, 2019
Operating leases	8.1
Finance leases	12.7

Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term. Upon adoption of FASB ASC Topic 842, we initially measured our operating lease liabilities using this methodology, while our accounting for finance leases remained unchanged. We use our incremental borrowing rate, adjusted for collateralization, because the discount rate implicit in our leases are generally not readily determinable. The table below presents our weighted-average discount rate as of September 30, 2019:

	September 30, 2019
Operating leases	5.7	%
Finance leases	8.5	%

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of September 30, 2019:

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	3,869		$	1,434
2020	13,861			4,513
2021	10,317			4,035
2022	8,344			3,685
2023	7,080			3,744
Thereafter	29,960			36,228
Total undiscounted cash flows related to lease liabilities	73,431			53,639
Less imputed interest	(16,963		)	(22,314		)
Total lease liabilities	$	56,468		$	31,325

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Cautionary Statements Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q, including any documents incorporated by reference herein, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements also relate to our future prospects, developments, and business strategies and may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.

Forward-looking statements contained herein, or in other statements made by us, are made based on management’s expectations and beliefs concerning future events impacting us. These statements are subject to uncertainties and other important factors relating to our operations and business environment, all of which are difficult to predict, and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

We believe that the following important factors, among others (including those described in Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2018), could affect our future performance and the liquidity and value of our securities and cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf:

• instability and changes in the global markets, including regulatory, political, economic, and military matters, such as the impending exit of the United Kingdom (the "U.K.") from the European Union (the "EU");

• adverse conditions or competition in the industries upon which we are dependent, including the automotive industry;

• pressure from customers to reduce prices;

• supplier interruption or non-performance, limiting our access to manufactured components or raw materials;

• we may not realize all of the revenue or achieve anticipated gross margins from products subject to existing purchase orders for which we are currently engaged in development;

• risks related to the acquisition or disposition of businesses, or the restructuring of our business;

• market acceptance of new product introductions and product innovations;

• losses and costs as a result of intellectual property, product liability, warranty, and recall claims;

• business disruptions due to natural disasters or other disasters outside our control;

• labor disruptions or increased labor costs;

• security breaches, cyber theft of our intellectual property, and other disruptions to our information technology infrastructure, or improper disclosure of confidential, personal, or proprietary data;

• foreign currency risks, changes in socio-economic conditions, or changes to monetary and fiscal policies;

• our level of indebtedness, or our inability to meet debt service obligations or comply with the covenants contained in the credit agreement and indentures;

• risks related to the potential for goodwill impairment;

• the impact of United States ("U.S.") federal income tax reform, or taxing authorities challenging our historical and future tax positions or our allocation of taxable income among our subsidiaries, and challenges to the sovereign taxation regimes of EU member states by the European Commission;

• changes to current policies, such as trade tariffs, by the U.S. government;

• changes to, or inability to comply with, various regulations, including tax laws, import/export regulations, anti-bribery laws, environmental, health, and safety laws, and other governmental regulations; and

• risks related to our domicile in the U.K.

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. We urge readers to review carefully the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018 and in the other documents that we file with the U.S. Securities and Exchange Commission. You can read these documents at www.sec.gov or on our website at www.sensata.com.

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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 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, 2018, filed with the U.S. Securities and Exchange Commission on February 6, 2019, and the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Results of Operations

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018. We have derived the results of operations from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

	For the three months ended										For the nine months ended
	September 30, 2019					September 30, 2018					September 30, 2019					September 30, 2018
	Amount			Margin*		Amount			Margin*		Amount			Margin*		Amount			Margin*
Net revenue:
Performance Sensing	$	628.6		74.0	%	$	649.6		74.4	%	$	1,913.1		73.5	%	$	1,988.7		74.4	%
Sensing Solutions	221.1			26.0		223.9			25.6		690.8			26.5		685.0			25.6
Net revenue	849.7			100.0		873.6			100.0		2,603.9			100.0		2,673.7			100.0
Operating costs and expenses	703.6			82.8		651.2			74.5		2,167.8			83.2		2,125.6			79.5
Operating income	146.1			17.2		222.3			25.5		436.2			16.8		548.1			20.5
Interest expense, net	(39.6		)	(4.7	)	(38.1		)	(4.4	)	(118.4		)	(4.5	)	(114.8		)	(4.3	)
Other, net	(7.6		)	(0.9	)	(10.6		)	(1.2	)	(7.9		)	(0.3	)	(26.3		)	(1.0	)
Income before taxes	99.0			11.7		173.7			19.9		309.8			11.9		407.0			15.2
Provision for income taxes	28.3			3.3		24.6			2.8		80.6			3.1		62.1			2.3
Net income	$	70.7		8.3	%	$	149.1		17.1	%	$	229.2		8.8	%	$	344.9		12.9	%

__________________________

*     Represents the amount presented divided by total net revenue.

Net revenue

The following table presents a reconciliation of organic revenue decline, a financial measure not presented in accordance with U.S. generally accepted accounting principles ("GAAP"), to reported net revenue (decline)/growth, a financial measure determined in accordance with U.S. GAAP, for the three and nine months ended September 30, 2019 compared to the comparable periods of the prior year. Refer to the section entitled Non-GAAP Financial Measures below for further information on our use of organic revenue growth (or decline).

	Three-Month (Decline)/Growth						Nine-Month (Decline)/Growth
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Reported net revenue (decline)/growth	(3.2	)%	(1.3	)%	(2.7	)%	(3.8	)%	0.8	%	(2.6	)%
Percent impact of:
Acquisition and divestiture, net (1)	(1.2	)	5.6		0.4		(2.6	)	5.5		(0.5	)
Foreign currency remeasurement (2)	(0.3	)	(0.6	)	(0.3	)	(0.9	)	(0.9	)	(0.9	)
Organic revenue decline	(1.7	)%	(6.3	)%	(2.8	)%	(0.3	)%	(3.8	)%	(1.2	)%

__________________________

⁽¹⁾  Represents the percentage change in net revenue attributed to the effect of acquisitions and divestitures for the 12 months immediately following the respective transaction dates. The percentage amounts presented relate to the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business") in August 2018 and the merger with GIGAVAC, LLC ("GIGAVAC") in October 2018, each of which is discussed in Note 16, "Acquisitions and Divestitures" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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⁽²⁾  Represents the percentage change in net revenue between the comparative periods attributed to differences in exchange rates used to remeasure foreign currency denominated revenue transactions into U.S. dollars, which is the functional currency of the Company and each of its subsidiaries. The percentage amounts presented above relate primarily to the U.S. dollar to Chinese Renminbi exchange rates.

Performance Sensing

For the three months ended September 30, 2019, Performance Sensing net revenue declined 3.2%, or 1.7% on an organic basis. Continued weakness across many of the markets served by our heavy vehicle and off-road ("HVOR") business was partially offset by content growth, namely in China. In our automotive business, weakness in Europe was partially offset by our outgrowth (i.e. the combined impact of content and pricing) of the markets in Asia (primarily China) from increased content on systems and applications we serve. In addition, our North American automotive business generated organic revenue growth despite the impact of the General Motors strike.

For the nine months ended September 30, 2019, Performance Sensing net revenue declined 3.8%, or 0.3% on an organic basis. In our automotive business, we continue to outgrow end markets, which declined principally in China and Europe, largely due to content growth. In our HVOR business, content growth in China as well as the agriculture and North America on-road truck markets more than offset general market weakness.

We continue to expect sustained content growth as we execute on our clean & efficient and electrification initiatives in our automotive and HVOR businesses. However, we expect global automotive production will remain under pressure for the full year 2019, and we expect our HVOR markets, in aggregate, to further weaken in the fourth quarter of 2019.

Sensing Solutions

For the three months ended September 30, 2019, Sensing Solutions net revenue declined 1.3%, or 6.3% on an organic basis. This organic revenue decline was due mainly to weakness in the industrial markets we serve, partially offset by content growth in our aerospace business.

For the nine months ended September 30, 2019, Sensing Solutions net revenue grew 0.8%, but declined 3.8% on an organic basis. This organic revenue decline was primarily attributable to weakness in the industrial markets we serve partially offset by content and market growth in our aerospace business.

Weakness in the industrial markets we serve is consistent with trends in certain indicators of demand, such as global manufacturing Purchasing Managers' Index ("PMI") data, which is signaling continued demand contraction, consistent with slowing customer production and reductions in inventory. Our industrial growth in China is particularly weak as exports out of China have slowed as a result of tariffs and global trade actions.

Operating costs and expenses

Operating costs and expenses for the three and nine months ended September 30, 2019 and 2018 are presented in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

	For the three months ended									For the nine months ended
	September 30, 2019				September 30, 2018					September 30, 2019				September 30, 2018
	Amount		Margin*		Amount			Margin*		Amount		Margin*		Amount			Margin*
Operating costs and expenses:
Cost of revenue	$	554.9	65.3	%	$	558.3		63.9	%	$	1,711.0	65.7	%	$	1,723.3		64.5	%
Research and development	38.2		4.5		37.8			4.3		110.0		4.2		111.8			4.2
Selling, general and administrative	68.2		8.0		73.9			8.5		210.7		8.1		235.7			8.8
Amortization of intangible assets	35.9		4.2		33.9			3.9		108.1		4.2		103.6			3.9
Restructuring and other charges, net	6.4		0.8		(52.7		)	(6.0	)	28.0		1.1		(48.7		)	(1.8	)
Total operating costs and expenses	$	703.6	82.8	%	$	651.2		74.5	%	$	2,167.8	83.2	%	$	2,125.6		79.5	%

__________________________

*     Represents the amount presented divided by total net revenue.

Cost of revenue

For the three and nine months ended September 30, 2019, cost of revenue as a percentage of net revenue increased from the prior periods, primarily as a result of organic revenue decline, negative mix due to new product launches, the impact of acquisitio

26

ns and divestitures, and increased tariff costs, partially offset by the positive impact of changes in foreign currency exchange rates and lower variable compensation.

Research and development ("R&D") expense

For the three months ended September 30, 2019, R&D expense was relatively consistent with the prior period as increased spend was offset by the positive impact of changes in foreign currency exchange rates.

For the nine months ended September 30, 2019, R&D expense declined from the prior period, primarily as a result of the positive impact of changes in foreign currency exchange rates.

Selling, general and administrative ("SG&A") expense

For the three and nine months ended September 30, 2019, SG&A expense declined from the prior periods, primarily due to lower variable compensation, lower selling costs, the divestiture of the Valves Business, and the favorable impact of foreign currency exchange rates, partially offset by additional SG&A expense related to GIGAVAC. In addition, the nine months ended September 30, 2019 was favorably impacted by lower costs related to our redomicile in the prior year.

Amortization of intangible assets

For the three and nine months ended September 30, 2019, amortization expense increased from the prior periods due to the intangible assets acquired with GIGAVAC, partially offset by the effect of the economic benefit method.

Restructuring and other charges, net

Restructuring and other charges, net for the three and nine months ended September 30, 2019 and 2018 consisted of the following (amounts have been calculated based on unrounded numbers: accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

	For the three months ended					For the nine months ended
($ in millions)	September 30, 2019		September 30, 2018			September 30, 2019		September 30, 2018
Severance costs, net (1)	$	5.5	$	4.9		$	23.0	$	8.2
Facility and other exit costs	0.2		0.2			0.2		0.9
Gain on sale of Valves Business (2) (4)	—		(63.7		)	—		(63.7		)
Other (3) (4)	0.7		5.9			4.8		5.9
Restructuring and other charges, net	$	6.4	$	(52.7	)	$	28.0	$	(48.7	)

__________________________

⁽¹⁾  Severance costs, net for the three and nine months ended September 30, 2019 and 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations. Severance costs, net for the three months ended September 30, 2019 primarily comprise termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany. Severance costs, net for the nine months ended September 30, 2019 also included a charge of approximately $13 million related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. The majority of these benefits were paid in the third quarter of 2019.

⁽²⁾  In the three months ended September 30, 2018 we completed the divestiture of the Valves Business.

⁽³⁾  Other charges for the three and nine months ended September 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC. Other charges for the three and nine months ended September 30, 2018 included incremental direct costs in order to transact the sale of the Valves Business.

⁽⁴⁾  Refer to Note 16, "Acquisitions and Divestitures" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of the acquisition of GIGAVAC and the divestiture of the Valves Business.

Operating income

Operating income decreased $76.2 million, or 34.3%, to $146.1 million (17.2% of net revenue) in the three months ended September 30, 2019 from $222.3 million (25.5% of net revenue) in the three months ended September 30, 2018. The decline in operating income was due primarily to the divestiture of the Valves Business in the third quarter of 2018 (including the gain on sale), lower volume, and net productivity headwinds partly due to the scaling up of new product launches, partially offset by

27

lower variable compensation, the impact of the acquisition of GIGAVAC, and the overall favorable impact of foreign currency exchange rates.

Operating income decreased $111.9 million, or 20.4%, to $436.2 million (16.8% of net revenue) in the nine months ended September 30, 2019 from $548.1 million (20.5% of net revenue) in the nine months ended September 30, 2018. The decline in operating income was due primarily to the divestiture of the Valves Business in the third quarter of 2018 (including the gain on sale), net productivity headwinds partly due to the scaling up of new product launches, higher severance charges, and the impact of increased tariffs, partially offset by lower variable compensation, the favorable impact of foreign currency rates, and the impact of the acquisition of GIGAVAC.

Other, net

Other, net for the three and nine months ended September 30, 2019 and 2018 consisted of the following (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

	For the three months ended						For the nine months ended
($ in millions)	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Currency remeasurement loss on net monetary assets (1)	$	(6.0	)	$	(9.6	)	$	(8.5	)	$	(18.5	)
Gain on foreign currency forward contracts (2)	1.3			3.7			2.8			3.1
Gain/(loss) on commodity forward contracts	1.8			(4.2		)	2.8			(8.9		)
Loss on debt financing	(4.4		)	—			(4.4		)	(2.4		)
Net periodic benefit cost, excluding service cost	(0.3		)	(0.3		)	(0.8		)	(0.8		)
Other	0.0			(0.2		)	0.2			1.1
Other, net	$	(7.6	)	$	(10.6	)	$	(7.9	)	$	(26.3	)

__________________________

⁽¹⁾  Relates to the remeasurement of non-U.S. dollar denominated monetary assets and liabilities into U.S. dollars.

⁽²⁾  Relates to changes in the fair value of derivative financial instruments not designated as hedges. Refer to Note 15, "Derivative Instruments and Hedging Activities" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a more detailed discussion.

Provision for income taxes

The increase in our total tax provision for the three and nine months ended September 30, 2019 compared to the prior year relates to changes in the jurisdictional mix of profits, effects of changes in tax laws and rates in the locations where we operate, changes in tax accruals related to prior year tax positions, and the utilization of previously unbenefited net operating losses in our U.S. jurisdiction. The provision for income taxes consists of (i) current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes on management fees and royalty income; and (ii) deferred tax expense, which represents adjustments in book-to-tax basis differences primarily related to the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, the utilization of net operating losses, and changes in tax rates.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes references to organic revenue growth (or decline), which is a non-GAAP financial measure. Organic revenue growth is defined as the reported percentage change in net revenue, calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of acquisitions and divestitures for the 12-month period following the respective transaction date(s). Refer to the Net revenue section above for a reconciliation of organic revenue growth to reported revenue decline.

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

Organic revenue growth should be considered as supplemental in nature and is not intended to be considered in isolation or as a substitute for reported percentage change in net revenue calculated in accordance with U.S. GAAP. In addition, our measure of

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organic revenue growth may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.

Liquidity and Capital Resources

As of September 30, 2019 and December 31, 2018 we held cash and cash equivalents in the following regions:

(in millions)	September 30, 2019		December 31, 2018
United Kingdom	$	12.8	$	8.8
United States	11.1		4.6
The Netherlands	381.1		482.1
China	200.3		125.2
Other	116.1		109.1
Total	$	721.4	$	729.8

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

Cash Flows:

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2019 and 2018. We have derived the summarized statements of cash flows from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

	For the nine months ended
(in millions)	September 30, 2019			September 30, 2018
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items	$	490.6		$	508.5
Changes in operating assets and liabilities, net	(57.1		)	(88.4		)
Operating activities	433.5			420.1
Investing activities	(160.5		)	42.9
Financing activities	(281.5		)	(404.7		)
Net change	$	(8.4	)	$	58.3

Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2019 and 2018 was $433.5 million and $420.1 million, respectively. Net cash provided by operating activities was favorably impacted by the timing of cash receipts and payments, partially offset by lower profitability.

Investing activities. Net cash (used in)/provided by investing activities for the nine months ended September 30, 2019 and 2018 was $(160.5) million and $42.9 million, respectively, which included $123.2 million and $111.3 million, respectively, in capital expenditures. In 2019, we anticipate capital expenditures of approximately $160.0 million to $170.0 million, which we expect to be funded from net cash provided by operating activities. In addition, net cash used in investing activities for the nine months ended September 30, 2019 included $32.3 million paid for acquisitions, which relates primarily to a small acquisition in the third quarter of 2019. Net cash provided by investing activities for the nine months ended September 30, 2018 included $149.1 million received related to the divestiture of the Valves Business. Refer to Note 16, "Acquisitions and Divestitures" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of these transactions.

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2019 and 2018 was $281.5 million and $404.7 million, respectively, which included $265.8 million and $399.4 million, respectively, in payments to repurchase our ordinary shares. Net cash used in financing activities for the nine months ended September 30, 2019 also included $461.2 million in payments on debt, partially offset by $450.0 million in proceeds from the issuance of debt. The debt related cash flows resulted from the issuance of $450.0 million in aggregate principal amount of 4.375% senior notes due 2030

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(the "4.375% Senior Notes"), the proceeds of which were used to partially repay the balance due on the term loan outstanding under our secured credit facilities. Refer to Note 11, "Debt" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of this transaction.

Indebtedness and Liquidity:

As of September 30, 2019, we had $3,294.5 million in gross indebtedness, which includes finance lease and other financing obligations and excludes debt discounts and deferred financing costs.

A summary of our indebtedness as of September 30, 2019 is as follows:

($ in millions)	Maturity Date	September 30, 2019
Term Loan	September 20, 2026	$	461.9
4.875% Senior Notes	October 15, 2023	500.0
5.625% Senior Notes	November 1, 2024	400.0
5.0% Senior Notes	October 1, 2025	700.0
6.25% Senior Notes	February 15, 2026	750.0
4.375% Senior Notes	February 15, 2030	450.0
Less: discount		(12.3		)
Less: deferred financing costs		(25.5		)
Less: current portion		(4.6		)
Long-term debt, net		$	3,219.4
Finance lease and other financing obligations		$	32.6
Less: current portion		(3.2		)
Finance lease and other financing obligations, less current portion		$	29.4

Our debt consists of a secured facility and various tranches of senior unsecured notes.

Secured Credit Facility

The credit agreement governing our secured credit facility (the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a term loan facility (the "Term Loan"), a $420.0 million revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances (the "Accordion").

On March 27, 2019 certain indirect, wholly owned subsidiaries of Sensata Technologies Holding plc entered into the ninth amendment (the "Ninth Amendment") of the Credit Agreement. On June 13, 2019, our subsidiaries that were at the time borrowers under the Credit Agreement entered into a technical amendment to the Credit Agreement (the "Technical Amendment"). Refer to Note 11, "Debt" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for discussion of the Ninth Amendment and the Technical Amendment.

On September 20, 2019 certain of our subsidiaries, including Sensata Technologies B.V. ("STBV") and its indirect, wholly-owned subsidiary, Sensata Technologies Inc. ("STI"), entered into the tenth amendment of the Credit Agreement (the "Tenth Amendment"). Under the terms of the Tenth Amendment, among other changes to the Credit Agreement, (i) the final maturity date of the Term Loan was extended to September 20, 2026; (ii) STI became the sole borrower under the Credit Agreement and assumed substantially all of the obligations of STBV and Sensata Technologies Finance Company, LLC ("STFC") thereunder; (iii) the permission to incur incremental additional indebtedness under the Credit Agreement was increased; and (iv) certain of the operational and restrictive covenants and other terms and conditions of the Senior Secured Credit Facilities to which STBV and its restricted subsidiaries are subject were modified to provide us with increased flexibility and permissions thereunder (including permission to make restricted payments (including dividends) in an amount equal to $50.0 million annually which can be further increased to an unlimited amount subject to no default or event of default and compliance with certain financial covenants).

In addition, under the Tenth Amendment, STBV became a guarantor of STI’s obligations under the Credit Agreement, STFC ceased to be a guarantor with respect to the Credit Agreement, and certain subsidiaries of STBV that previously guaranteed the obligations under the Credit Agreement (the ‘‘Released Guarantors’’) were released from their guarantees, subject to satisfaction of certain conditions.

As of September 30, 2019 there was $416.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the

30

benefit of certain operating activities. As of September 30, 2019, no amounts had been drawn against these outstanding letters of credit.

Senior Notes

We have various tranches of senior notes outstanding. Prior to September 20, 2019 these consisted of $500.0 million in aggregate principal amount of 4.875% senior notes due 2023 (the "4.875% Senior Notes"), $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes"), $700.0 million in aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), and $750.0 million in aggregate principal amount of 6.25% senior notes due 2026 (the "6.25% Senior Notes" and together with each tranche of senior notes outstanding prior to September 20, 2019, the "Existing Senior Notes").

On September 20, 2019, coincident with the entry into the Tenth Amendment, STI issued the 4.375% Senior Notes. The proceeds of the issuance of the 4.375% Senior Notes were used to partially repay the Term Loan. The 4.375% Senior Notes were issued under an indenture dated September 20, 2019 among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors"). The 4.375% Senior Notes were offered at par, and interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2020.

At any time, and from time to time, STI may redeem the 4.375% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, and, for redemptions occurring prior to November 15, 2029, a "make-whole" premium. Beginning on November 15, 2029, the "make-whole" premium will be eliminated. In addition, upon the occurrence of certain specific kinds of changes in control, STI will be required to offer to repurchase the notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 4.375% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the indenture governing the 4.375% Senior Notes), if any, then due and which will become due on the date of redemption.

Upon consummation of the Tenth Amendment, the guarantees of the Released Guarantors under the Existing Senior Notes were released (the "Guarantees Release"). Accordingly, as of September 20, 2019, the 4.375% Senior Notes are guaranteed by STBV and all of the subsidiaries of STBV (other than STI) that guarantee the Existing Senior Notes and the Credit Agreement, in each case, giving effect to the Guarantees Release.

Capital Resources

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. In addition, the Senior Secured Credit Facilities provide for the Accordion, under which additional secured debt may be issued or the capacity of the Revolving Credit Facility may be increased. Subject to certain limitations as set forth in the indentures under which our senior notes were issued, availability under the Accordion is unlimited so long as our senior secured leverage ratio (as defined in the Credit Agreement) does not exceed 2.5:1.0; if our senior secured leverage ratio exceeds 2.5:1.0 we would be limited to the greater of $920.0 million or the measure of EBITDA as set forth in the Credit Agreement.

We believe, based on our current level of operations as reflected in our results of operations for the nine months ended September 30, 2019, and taking into consideration the restrictions and covenants discussed below, that these sources of liquidity will be sufficient to fund our operations, capital expenditures, ordinary share repurchases, and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly-leveraged nature may limit our ability to procure additional financing in the future.

The Credit Agreement stipulates certain events and conditions that may require us to use excess cash flow, as defined by the terms of the Credit Agreement, generated by operating, investing, or financing activities, to prepay some or all of the outstanding borrowings under our secured credit facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under our secured credit facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the nine months ended September 30, 2019.

The Credit Agreement and the indentures under which our senior notes were issued contain restrictions and covenants that limit the ability of STBV and certain of its subsidiaries to, among other things, incur additional indebtedness, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7,

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"Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," included in our Annual Report on Form 10-K for the year ended December 31, 2018. As of September 30, 2019, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

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 18, 2019 Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our borrowing costs, but will not reduce availability under the Revolving Credit Facility.

On July 30, 2019, our Board of Directors approved a new $500.0 million share repurchase program, which replaced the previously authorized $250.0 million share repurchase program. Under this program 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 are completed pursuant to an agreement and with a third party approved by our shareholders. During the nine months ended September 30, 2019, we repurchased approximately 5.5 million ordinary shares under our share repurchase programs for a total purchase price of approximately $265.8 million, which are now held as treasury shares. Remaining availability under this program was $421.6 million as of September 30, 2019.

Recently Issued Accounting Pronouncements

In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 2, "New Accounting Standards" and Note 18, "Leases," each of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, for additional discussion of this adoption. We do not expect adoption of FASB ASU No. 2016-02 to have a material impact on our future results of operations.

Critical Accounting Policies and Estimates

For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

No significant changes to our market risk have occurred since December 31, 2018. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

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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.

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, 2019. 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 United States ("U.S.") Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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. generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As discussed in Part I, Item 3—"Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2018, we are regularly involved in a number of claims and litigation matters 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. Information on certain legal proceedings in which we are involved is included in Note 12, "Commitments and Contingencies" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial position, or cash flows.

Item 1A. Risk Factors.

Information regarding risk factors appears in Part I, Item 1A—"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes to the risk factors disclosed therein.

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

Issuer Purchases of Equity Securities

Period	Total  Number of Shares Purchased (in shares)		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) (2)
July 1 through July 31, 2019	405,704	(1)	$	47.96	401,916	$	500.0
August 1 through August 31, 2019	1,042,396		$	44.85	1,042,396	$	453.2
September 1 through September 30, 2019	653,943		$	48.34	653,943	$	421.6
Quarter total	2,102,043		$	46.54	2,098,255	$	421.6

__________________________

⁽¹⁾ Upon the vesting of restricted securities, we collect and pay withholding tax for employees by withholding shares to cover such tax. The number of shares presented includes 3,788 shares withheld in this manner with an aggregate value of $175 thousand, based on the closing price of our ordinary shares on the date of withholding. These withholdings took place outside of a publicly announced repurchase plan.

⁽²⁾ Other than shares withheld to cover required tax withholding upon the vesting of restricted securities, all purchases during the three months ended September 30, 2019 were conducted pursuant to a $250.0 million share repurchase program authorized by our Board of Directors and publicly announced on October 30, 2018 (the "October 2018 Program") or a $500.0 million share repurchase program authorized by our Board of Directors and publicly announced on July 30, 2019 (the "July 2019 Program"). The October 2018 Program was terminated upon the authorization of the July 2019 Program, and no further purchases will be made pursuant to it. The July 2019 Program does not have an established expiration date.

Item 3. Defaults Upon Senior Securities.

None.

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Item 6. Exhibits.

Exhibit No.	Description
4.1	Indenture, dated as of September 20, 2019, among Sensata Technologies, Inc., the Guarantors, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2019).
4.2	Form of 4.375% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2019) (included as Exhibit A thereto).
10.1	Amended and Restated Employment Agreement dated August 1, 2019 between Paul Chawla and Sensata Technologies, Inc. *
10.2	Letter Agreement dated August 1, 2019 between Steven Beringhause and Sensata Technologies, Inc. *
10.3	Amendment No. 10 to Credit Agreement and Amendment No. 1 to Domestic Guaranty and Foreign Guaranty, dated as of September 20, 2019, by and among Sensata Technologies Inc., Sensata Technologies Intermediate Holding B.V., Sensata Technologies B.V., the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2019).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document. *
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

___________________________

*    Filed herewith

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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 30, 2019

SENSATA TECHNOLOGIES HOLDING PLC

/s/ Martha Sullivan

(Martha Sullivan)

Chief Executive Officer

(Principal Executive Officer)

/s/ Paul Vasington

(Paul Vasington)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

36

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is hereby executed by and between Sensata Technologies, Inc., a Delaware corporation (the “Company”), and Paul Chawla (“Executive”), to be effective as of August 1, 2019 (the “Effective Date”).

WHEREAS, the Company and Executive have executed that certain Employment Agreement, effective as of September 1, 2018 (the “Original Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Original Employment Agreement in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, continued employment of Executive by the Company and other good and valuable consideration, the receipt and sufficiency of which are expressly hereby acknowledged, the parties hereto agree as follows:

1.Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4 hereof (the “Employment Period”). The parties agree that for purposes of calculating years of service, Executive’s employment with the Company commenced as of June 16, 2014.

2.Position and Duties.

(a)During the Employment Period, Executive shall serve as Executive Vice President, Performance Sensing Auto of the Company and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), in consultation with Executive’s Reporting Manager (defined below) and/or Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board or Executive’s Reporting Manager may from time to time direct.

(b)Executive shall report to the Chief Executive Officer, the President or the President and Chief Executive Officer of the Company if such position is combined (“Executive’s Reporting Manager”). Executive shall devote his full business time and attention

1

(except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with Parent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. As long as Executive is employed by the Company, Executive shall not, without the prior written consent of Executive’s Reporting Manager, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business.

(c)For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or through one or more Subsidiaries.

(d)For purposes of this Agreement, “Affiliate” shall mean with respect to Parent and its Subsidiaries, any other Person controlling, controlled by or under common control with Parent or any of its Subsidiaries and, in the case of a Person that is a partnership, any partner of the Person.

(e)For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

3.Compensation and Benefits.

(a)During the Employment Period, Executive’s base salary shall be equal to the amount determined by the Board or the Compensation Committee of the Board, after consultation with the Chief Executive Officer, on an annual basis (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time); provided, however, that the increase in Executive’s Base Salary in connection with Executive’s promotion to Executive Vice President shall be effective June 1, 2019. In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executive employees of Parent and its Subsidiaries are generally eligible (assuming Executive and/or his family meet the eligibility requirements of those benefit programs) (the “Senior Executive Benefits”).

(b)During the Employment Period, Executive shall be reimbursed by the Company for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement, which business expenses are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses. Reimbursement of the costs and expenses set forth in this Section 3(b) are

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subject to the Company’s requirements with respect to reporting and documentation of such costs and expenses.

(c)In addition to the Base Salary, Executive shall be eligible to earn an annual bonus (“Annual Bonus”) in an amount equal to a certain percentage of the Base Salary then in effect, and based upon the achievement by Parent and its Subsidiaries of financial and other objectives established for each fiscal year by the Board or the Compensation Committee of the Board. Executive will become entitled to receive an Annual Bonus, if any, only if Executive continues to be employed by Parent or any of its Subsidiaries through April 1st of the fiscal year following the fiscal year to which such Annual Bonus relates and such Annual Bonus, if any, will be paid to Executive by the Company on or before April 15^th of the fiscal year following the fiscal year to which such Annual Bonus relates.

4.Term.

(a)The Employment Period shall end on the first anniversary of this Agreement, but shall automatically be renewed on the same terms and conditions set forth herein (as may be modified from time to time in accordance with the terms of this Agreement) for additional one-year periods beginning on the first anniversary of the date hereof and on each successive anniversary date, unless the Company or Executive gives the other party written notice of the election not to renew the Employment Period at least 90 days prior to any such renewal date; provided that, the Employment Period shall terminate prior to such date immediately upon Executive’s resignation (with or without Good Reason, as defined below), death or Disability (as defined below) or upon the Company’s termination of Executive’s employment (whether with Cause (as defined below) or without Cause).

(b)If the Employment Period is terminated (1) by the Company without Cause (other than as a result of Executive’s Disability) or (2) upon Executive’s resignation with Good Reason, Executive shall be entitled to (i) his Base Salary through the date of termination; (ii) any bonus amounts to which Executive is entitled for years that ended on or prior to the date of termination as set forth in Section 3(c) (including that Executive has been employed by the Parent or its Subsidiaries through April 1 of the fiscal year following the fiscal year to which such bonus relates); (iii) an amount equal to one year of Executive’s then current Base Salary plus an amount equal to the average of the Annual Bonus paid to Executive in respect of each of the two years immediately preceding the termination of Executive’s employment; and (iv) running concurrently with his COBRA period, continued participation throughout the Severance Period (as defined below) in all health and dental benefit plans in which Executive was entitled to participate immediately prior to the termination of Executive’s employment (or the Company shall arrange to make available to Executive benefits substantially similar to those which Executive would otherwise have been entitled to receive over such period if Executive’s employment had not been terminated) on the same terms and conditions (including employee contributions toward premium payments) under which Executive was entitled to participate immediately prior to his termination. Any vested stock options, RSUs or other restricted equity granted to Executive shall be subject to the terms and conditions of the applicable Management Equity Plans. The amounts and benefits described in clauses (iii) and (iv) of this Section 4(b)

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will be paid if and only if Executive has executed and delivered to the Company a separation agreement with a general release to be provided by the Company, and such release has become effective and no longer subject to revocation not later than sixty (60) days following the date of termination (the “General Release”) and only if Executive does not breach the provisions of Sections 5 through 7 hereof. The amounts payable pursuant to clause (iii) of this Section 4(b) shall be payable in regular installments over the twelve (12)-month period following the date of termination (the “Severance Period”) in accordance with the Company’s general payroll practices as in effect on the date of termination, but in no event less frequently than monthly; provided that no amounts shall be paid until the first scheduled payment date following the date the General Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination through such payment date if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) shall not be paid until the 60^th day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination through such payment date if such deferral had not been required.

(c)If the Employment Period is terminated (1) by the Company with Cause, (2) due to Executive’s death or Disability or (3) by Executive’s resignation without Good Reason, Executive shall be entitled to receive (i) his Base Salary through the date of termination and (ii) any bonus amounts to which Executive is entitled determined by reference to years that ended on or prior to the date of termination.

(d)Except as otherwise expressly provided herein, Executive shall not be entitled to any other salary, bonuses, employee benefits or compensation from the Company or its Subsidiaries after the termination of the Employment Period and all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period (other than vested retirement benefits accrued on or prior to the termination of the Employment Period or other amounts owing hereunder as of the date of such termination that have not yet been paid) shall cease upon such termination, other than those expressly required under applicable law (such as COBRA) or as provided in an applicable Management Equity Plan.

(e)Executive is under no obligation to mitigate damages or the amount of any payment provided for hereunder by seeking other employment or otherwise, and the Company shall have no right of offset for any amounts received by Executive from other employment; provided that, notwithstanding anything to the contrary herein, Executive’s coverage under the Company’s health and dental benefit plans will terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering health and dental benefits. Executive shall notify the Company within thirty (30) days after becoming eligible for any such benefits.

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(f)The Company may offset any amounts Executive owes Parent and its Subsidiaries against any amounts Parent and its Subsidiaries owe Executive hereunder.

(g)For purposes of this Agreement, “Cause” shall mean, with respect to Executive, one or more of the following: (1) the indictment for a felony or other crime involving moral turpitude or the commission of any other act or any omission to act involving fraud with respect to Parent or any of its Subsidiaries or any of their customers or suppliers; (2) any act or any omission to act involving dishonesty or disloyalty which causes, or in the good faith judgment of the Board would be reasonably likely to cause, material harm (including reputational harm) to Parent or any of its Subsidiaries or any of their customers or suppliers; (3) any (i) repeated abuse of alcohol or (ii) abuse of controlled substances, in either case, that adversely affects Executive’s work performance (and, in the case of clause (i), continues to occur at any time more than thirty (30) days after Executive has been given written notice thereof) or brings Parent or its Subsidiaries into public disgrace or disrepute; (4) the failure by Executive to substantially perform duties as reasonably directed by the Board, the Company Board, or Executive’s supervisor(s), which non-performance remains uncured for ten (10) days after written notice thereof is given to Executive; (5) willful misconduct with respect to Parent or any of its Subsidiaries, which misconducts causes, or in the good faith judgment of the Board would be reasonably likely to cause, material harm (including reputational harm) to Parent or any of its Subsidiaries; (6) the failure of Executive to cooperate in any audit or investigation of the business or financial practices of the Parent or any of its Subsidiaries; or (7) any breach by Executive of Sections 5 through 7 of this Agreement or any other material breach of this Agreement or the Management Equity Plans (as defined below).

(h)Executive will be “Disabled” only if, as a result of his incapacity due to physical or mental illness, Executive is considered disabled under the Company’s long-term disability insurance plans.

(i)For purposes of this Agreement, “Good Reason” shall mean if Executive resigns from employment with the Company and, if applicable, its Subsidiaries prior to the end of the Employment Period as a result of one or more of the following reasons: (1) any reduction in Executive’s Base Salary or bonus opportunity, without Executive’s prior consent, in either case other than any reduction which (i) is generally applicable to senior leadership team executives of the Company and (ii) does not exceed 15% of Executive’s Base Salary and bonus opportunity in the aggregate; (2) any material breach by Parent or any of its Subsidiaries of any agreement between such Persons and Executive; (3) a change in Executive’s principal office without Executive’s prior consent to a location that is more than fifty (50) miles from Executive’s principal office on the date hereof; or (4) delivery by the Company of a notice of non-renewal of the Employment Period; provided that, any such reason was not cured by the Company to Executive’s reasonable satisfaction within thirty (30) days after delivery of written notice thereof to the Company; further provided that, in each case written notice of an Executive’s resignation with Good Reason must be delivered to the Company within thirty (30) days after the occurrence of any such event in order for Executive’s resignation with Good Reason to be effective hereunder.

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(j)For purposes of this Agreement, “Management Equity Plans” shall mean the First Amended and Restated 2010 Equity Incentive Plan of Parent, including any amendments thereto, together with any other incentive equity plan of Parent or any of its Subsidiaries under which Executive may in the future receive any equity or equity-based award, along with any Award Agreements (as defined therein) and any attachments thereto, as amended from time to time.

5.Confidential Information.

(a)Executive acknowledges that the continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s course of performance under this Agreement, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and for a period of three (3) years after termination of his employment for any reason (and as to information that constitutes a trade secret under applicable law, for such longer period as the same shall remain a trade secret) he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act; or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control.

(b)During the Employment Period, Executive shall not use or disclose any confidential information, including trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the

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premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive shall use in the performance of his duties only information that is (1) generally known and used by persons with training and experience comparable to Executive’s and that is (i) common knowledge in the industry or (ii) is otherwise legally in the public domain; (2) otherwise provided or developed by Parent or its Subsidiaries or Affiliates; or (3) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately.

(c)Executive represents and warrants to the Parent and its Subsidiaries that Executive took nothing with him that belonged to any former employer when Executive left his position(s) with such employer(s) that Executive was not authorized to take and that Executive has nothing that contains any confidential information that belongs to any former employer. If at any time Executive discovers that this representation is incorrect, Executive shall promptly return any such materials to Executive’s former employer(s). Parent and its Subsidiaries do not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder.

(d)Executive understands that Parent and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of Parent or its Subsidiaries and Affiliates who need to know such information in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with his work for Parent or its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

(e)Under the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made to Executive’s attorney in relation to a lawsuit for retaliation against the Company for reporting a suspected violation of law; or (3) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

6.Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods,

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designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. At the Company’s expense, Executive shall perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

7.Non-Compete; Non-Solicitation.

(a)In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in paragraph 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was responsible, during the last two years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “Competing Business” shall mean any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations in this Section, specifically the salary increase and the potential to receive severance set forth in Section 4(b) above. The restrictions in this Section do not become effective until the 11^th business day after this Agreement is executed by Executive.

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(b)During the Non-compete Period, Executive shall not directly or indirectly through another person or entity (1) induce or attempt to induce any employee of Parent or any Subsidiary to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any Subsidiary and any employee thereof; (2) knowingly hire any person who was an employee of Parent or any Subsidiary at any time during the twelve (12) months prior to the termination of Executive’s employment; or (3) induce or encourage, or attempt to induce, encourage or solicit, any customer, supplier, licensee, licensor or other business relation of Parent or any Subsidiary to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and Parent or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding Parent or its Subsidiaries); provided that, in each case, this Section 7(b) shall only apply if Executive shall have done business with, or had supervisory or other responsibility for, the employee, customer, supplier, licensee, licensor, or business relation to which the applicable clause of this Section 7(b) applies.

(c)If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

(d)Executive acknowledges that any breach or threatened breach of the provisions of this Section 7 would cause Parent and its Subsidiaries irreparable harm. Accordingly, in addition to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of an alleged breach or violation by Executive of this Section 7, the Non-compete Period shall be tolled until such breach or violation has been duly cured.

8.Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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9.Survival. Sections 4 through 23 (other than Section 21) shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.

10.Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Executive:

Executive’s last residence shown on the records of the Company.

Notices to the Company:

Sensata Technologies, Inc.

529 Pleasant Street

Attleboro, MA 02703

Attention: General Counsel

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

11.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.Complete Agreement. This Agreement, those documents expressly referred to herein, and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

13.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

14.Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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15.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company other than to Parent or any of its Subsidiaries. This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise will not otherwise be assignable, transferable or delegable by Executive. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as otherwise expressly provided in this Section 15.

16.Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

17.Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board or the Compensation Committee of the Board as appropriate) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period with Cause or, except as otherwise stated herein, Executive’s right to terminate the Employment Agreement with Good Reason) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

18.Insurance. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

19.Tax Matters; Code Section 409A.

(a)The Company and its respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in Parent (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any

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amounts paid with respect to any such Taxes, together (if such failure to withhold was at the written direction of Executive) with any interest, penalties and related expenses thereto.

(b)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company, or Parent or any of their Subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (1) the expiration of the six-month period measured from the date of such “separation from service” of Executive, and (2) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 19(c)(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(d)To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (1) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (2) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(e)For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

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(f)Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

20.Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

21.Corporate Opportunity. During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive, or of which Executive becomes aware, at any time during the Employment Period, which opportunities relate to the business of designing, manufacturing, marketing, or selling products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates (“Corporate Opportunities”). During the Employment Period, unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.

22.Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent and its Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Parent or any Subsidiary (including, without limitation, Executive being available to Parent and its Subsidiaries upon reasonable notice for interviews and factual investigations, appearing at Parent’s or any Subsidiary’s request to give truthful and accurate testimony without requiring service of a subpoena or other legal process, volunteering to Parent and its Subsidiaries all pertinent information and turning over to Parent and its Subsidiaries all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event Parent or any Subsidiary requires Executive’s cooperation in accordance with this Section 22, Parent shall pay Executive a per diem reasonably determined by the Board or the Compensation Committee and reimburse Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

23.Nondisparagement. Executive agrees not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements, or remarks concerning Parent or its Affiliates, or any of their respective past and present directors, officers or employees. Parent and its Affiliates agree not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements or remarks concerning Executive or his employment with the Company or any of its Subsidiaries.

13

24.Acknowledgement. Executive acknowledges that he had the opportunity to consult with counsel regarding this Agreement.

* * * * *

14

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.

SENSATA TECHNOLOGIES, INC.

/s/ Martha Sullivan

Martha Sullivan

Chief Executive Officer

EXECUTIVE

/s/ Paul Chawla

Paul Chawla

Executive Vice President, Performance Sensing Auto

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EX-10.2

Exhibit 10.2

August 1, 2019

Steven Beringhause

c/o Sensata Technologies, Inc.

529 Pleasant Street

Attleboro, MA 02703

RE: LETTER AGREEMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Dear Steven:

This Letter Agreement (this “Letter Agreement”) shall serve as an amendment to your Amended and Restated Employment Agreement, dated November 14, 2016 (your “Employment Agreement”), by and between you and Sensata Technologies, Inc., a Delaware corporation (the “Company”). This Letter Agreement, along with the terms of your Employment Agreement not amended by this Letter Agreement, shall govern the terms of your employment with the Company as of the date set forth above (the “Effective Date”). In consideration of the mutual covenants contained in this Letter Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, you and the Company hereby agree to the following:

1.Defined Terms.Capitalized terms not otherwise defined in this Letter Agreement shall have the meaning assigned to them in your Employment Agreement.

2.Position and Duties.

(a)The first sentence of Section 2(a) of your Employment Agreement is hereby deleted in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as Executive Vice President, Chief Technology Officer of the Company, or such other title as may be determined by Executive’s Reporting Manager (as defined below), and shall have the normal duties, responsibilities, function and authority of an Executive Vice President subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s Board of Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”) and Executive’s Reporting Manager, to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company.”

(b)The first sentence of Section 2(b) of your Employment Agreement is hereby deleted in its entirety and replaced with the following: “Executive shall report to the Chief Executive Officer, the President or the Chief Executive Officer and President, if the role is combined (“Executive’s Reporting Manager”).”

(c)Except for in Section 3 of your Employment Agreement, references in your Employment Agreement to the defined term “Chief Executive Officer” shall be replaced with the defined term “Executive’s Reporting Manager” as set forth herein.

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(d)Section 2(f) of your Employment Agreement is hereby deleted in its entirety and replaced with the following: “For purposes of this Agreement, “Parent” shall mean Sensata Technologies Holding plc, a company incorporated under the laws of England and Wales.”

3.Compensation and Benefits. During the Employment Period, you shall continue to be eligible to receive the compensation and benefits described in Section 3 of your Employment Agreement, in accordance with this Letter Agreement, your Employment Agreement (except as amended by this Letter Agreement) and the Company’s policies (which shall control). In addition, the Company agrees that it will not at any time during the Employment Period reduce your current base salary below the base salary in effect as of the Effective Date. The Company also agrees that if you remain employed by the Company through April 30, 2020, you shall be eligible to receive awards under the Management Equity Plans and bonus payments under the Annual Bonus Plans, to the extent awards and bonuses are offered to other similarly situated executives and subject to the approval by the Compensation Committee of the Board.

4. Term; Early Termination; Bonus Payment; Succession Transition.

(a)Section 4(a) of your Employment Agreement is hereby deleted in its entirety and replaced with the following: “The Employment Period shall end on April 30, 2021 (“Employment End Date”); provided, however, that the Employment Period shall terminate earlier upon (i) Executive’s early retirement date (provided Executive has provided at least six months prior written notice of his intended early retirement date); (ii) Executive’s resignation (with or without Good Reason); (iii) Executive’s death or Disability; or (iv) the Company’s termination of Executive’s employment with Cause.”

(b)If you are employed by the Company or an Affiliate on January 4, 2021, in exchange for your execution (and non-revocation) of the General Release (substantially in the form of et forth at ExhibitA of the Employment Agreement, which shall be modified by amending (a) and (b) of such ExhibitAto reflect the payment contemplated herein), Sensata will pay to you on January 4, 2021, in a single lump sum payment, an amount equal to (i) eight (8) months of your then current Base Salary plus (ii) an amount equal to the average of the Annual Bonus paid to you in April 2019 and April 2020 (such payment to be reduced by all applicable taxes and withholdings) (the “Bonus Payment”).

(c)In addition to the Bonus Payment in Paragraph 4(b) above, if you remain employed with the Company as of January 4, 2021, in exchange for your execution and non-revocation of the General Release, you shall transition into a consulting role effective January 4, 2021 and provide transition services, as requested by the Company, until your Employment End Date (the “Succession Transition Period”). During the Succession Transition Period, you understand you will remain an active Sensata employee, subject to all Company policies, procedures and practices, and you shall continue to receive the compensation and benefits set forth in Section 3 of your Employment Agreement (as then in effect). For clarity, during the Succession Transition Period (i) you shall continue to accrue service for purposes of vesting under the Management Equity Plans; and (ii) the Company will continue to pay its portion of the premium for your (and your spouse and dependents, if any) health, dental and vision coverage, as applicable, and you will continue to be responsible for your share of the premium payment. After the Succession Transition Period (beginning May 1, 2021), you may elect COBRA coverage, which would be solely at your own expense.

(d)Although it is anticipated that you will elect to retire effective May 1, 2021, notwithstanding anything to the contrary contained in this Letter Agreement, you may elect to retire at any time during the Employment Period and receive such benefits under the then existing Sensata retirement plans and programs for which you are then eligible. However, if you are not employed as of January 4, 2021, for any reason, you will not receive the “Bonus Payment” described in Paragraph 4(c) of this Letter Agreement. To clarify: (i) the terms and conditions set forth in Section 4 of your Employment Agreement and Paragraph 4(b) above, if applicable, shall apply for any termination of the Employment Period prior to January 4, 2021; and (ii) in no case shall you be

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entitled to any termination payments under Section 4 of your Employment Agreement in addition to the Bonus Payment.

5.Entire Agreement. This Letter Agreement and the terms of your Employment Agreement not amended by this Letter Agreement set forth the complete agreement between you and Sensata with respect to the matters contemplated herein. To avoid doubt, all provisions of the Employment Agreement not specifically amended by this Agreement shall remain and continue in full force and effect including without limitations Section 7 of the Employment Agreement, which you acknowledge and agree remains in effect in accordance with its terms.

Remainder of Page Intentionally Left Blank

3 | Page

If you accept the terms of this Letter Agreement, please sign and date below in the space provided and return to me.

Very truly yours,

/s/ Martha Sullivan

Martha Sullivan

Chief Executive Officer

Acknowledged and Agreed:

/s/ Steven Beringhause

Steven Beringhause

Date: August 5, 2019

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EX-31.1

Exhibit 31.1

Certification

I, Martha Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2019

/s/    Martha Sullivan

Martha Sullivan

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Paul Vasington, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2019

/s/    Paul Vasington

Paul Vasington

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Sensata Technologies Holding plc (the “Company”) for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer and chief financial officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/    Martha Sullivan
	Martha Sullivan Chief Executive Officer
Date:	October 30, 2019
	/s/    Paul Vasington
	Paul Vasington Executive Vice President and Chief Financial Officer
Date:	October 30, 2019

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New Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2019

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

New Accounting Standards

In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB Accounting Standards Codification ("ASC") Topic 842, Leases, requires lessees to classify most leases as either finance or operating leases and to recognize a lease liability and right-of-use asset. For finance leases, the statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 18, "Leases" for additional discussion of this adoption.

Leases

As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e. they are not recorded on the consolidated balance sheets).

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net income	$ 229,176	$ 344,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	84,354	79,518
Amortization of debt issuance costs	5,573	5,480
Gain on sale of business	0	(63,688)
Share-based compensation	15,188	17,813
Loss on debt financing	4,364	2,350
Amortization of intangible assets	108,079	103,574
Deferred income taxes	20,313	9,547
Unrealized loss on derivative instruments and other	23,545	9,020
Changes in operating assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(12,119)	(78,611)
Inventories	(7,192)	(65,370)
Prepaid expenses and other current assets	4,281	(13,350)
Accounts payable and accrued expenses	(40,092)	84,082
Income taxes payable	2,028	(8,910)
Other	(3,971)	(6,212)
Net cash provided by operating activities	433,527	420,139
Cash flows from investing activities:
Acquisitions, net of cash received	(32,315)	0
Additions to property, plant and equipment and capitalized software	(123,206)	(111,275)
Proceeds from the sale of business, net of cash sold	0	149,136
Other	(5,003)	5,000
Net cash (used in)/provided by investing activities	(160,524)	42,861
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	10,309	6,051
Payment of employee restricted stock tax withholdings	(6,953)	(3,673)
Proceeds from issuance of debt	450,000	0
Payments on debt	(461,190)	(14,094)
Payments to repurchase ordinary shares	(265,846)	(399,417)
Payments of debt and equity issuance costs	(7,770)	(9,931)
Other	0	16,369
Net cash used in financing activities	(281,450)	(404,695)
Net change in cash and cash equivalents	(8,447)	58,305
Cash and cash equivalents, beginning of period	729,833	753,089
Cash and cash equivalents, end of period	$ 721,386	$ 811,394

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 721,386	$ 729,833
Accounts receivable, net of allowances of $15,969 and $13,762 as of September 30, 2019 and December 31, 2018, respectively	596,814	581,769
Inventories	502,939	492,319
Prepaid expenses and other current assets	128,447	113,234
Total current assets	1,949,586	1,917,155
Property, plant and equipment, net	817,040	787,178
Goodwill	3,104,447	3,081,302
Other intangible assets, net of accumulated amortization of $2,004,646 and $1,896,861 as of September 30, 2019 and December 31, 2018, respectively	790,692	897,191
Deferred income tax assets	25,599	27,971
Other assets	156,210	86,890
Total assets	6,843,574	6,797,687
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	7,863	14,561
Accounts payable	365,823	379,824
Income taxes payable	29,753	27,429
Accrued expenses and other current liabilities	217,064	218,130
Total current liabilities	620,503	639,944
Deferred income tax liabilities	246,216	225,694
Pension and other post-retirement benefit obligations	29,249	33,958
Finance lease and other financing obligations, less current portion	29,415	30,618
Long-term debt, net	3,219,412	3,219,762
Other long-term liabilities	95,891	39,277
Total liabilities	4,240,686	4,189,253
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 172,427 and 171,719 shares issued, as of September 30, 2019 and December 31, 2018, respectively	2,211	2,203
Treasury shares, at cost, 13,084 and 7,571 shares as of September 30, 2019 and December 31, 2018, respectively	(665,263)	(399,417)
Additional paid-in capital	1,716,682	1,691,190
Retained earnings	1,562,856	1,340,636
Accumulated other comprehensive loss	(13,598)	(26,178)
Total shareholders’ equity	2,602,888	2,608,434
Total liabilities and shareholders’ equity	$ 6,843,574	$ 6,797,687

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Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

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 (the "USD"). We enter into forward contracts for certain of these foreign currencies 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, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging.

For the three and nine months ended September 30, 2019 and 2018 amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of September 30, 2019 we estimate that $24.7 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2020.

As of September 30, 2019 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)
12.0 EUR	September 26, 2019	October 31, 2019	Euro ("EUR") to USD	1.10 USD	Not designated
339.7 EUR	Various from July 2017 to September 2019	Various from October 2019 to August 2021	EUR to USD	1.19 USD	Cash flow hedge
379.0 CNY	September 25, 2019	October 31, 2019	USD to Chinese Renminbi ("CNY")	7.14 CNY	Not designated
271.1 CNY	January 10, 2019	Various from October to December 2019	USD to CNY	6.82 CNY	Cash flow hedge
709.0 JPY	September 26, 2019	October 31, 2019	USD to Japanese Yen ("JPY")	107.20 JPY	Not designated
23,821.4 KRW	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to Korean Won ("KRW")	1,119.73 KRW	Cash flow hedge
22.0 MYR	September 25, 2019	October 31, 2019	USD to Malaysian Ringgit ("MYR")	4.21 MYR	Not designated
131.0 MXN	September 26, 2019	October 31, 2019	USD to Mexican Peso ("MXN")	19.67 MXN	Not designated
2,823.8 MXN	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to MXN	20.88 MXN	Cash flow hedge
47.8 GBP	Various from November 2017 to September 2019	Various from October 2019 to August 2021	British Pound Sterling ("GBP") to USD	1.31 USD	Cash flow hedge

_________________________

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

Hedges of Commodity Risk

We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815.

As of September 30, 2019 we had the following outstanding commodity forward contracts:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	888,764 troy oz.	October 2019-September 2021	$16.42
Gold	8,116 troy oz.	October 2019-September 2021	$1,373.99
Nickel	236,380 pounds	October 2019-September 2021	$6.15
Aluminum	3,680,177 pounds	October 2019-September 2021	$0.90
Copper	2,406,213 pounds	October 2019-September 2021	$2.89
Platinum	7,171 troy oz.	October 2019-September 2021	$894.43
Palladium	823 troy oz.	October 2019-September 2021	$1,330.48

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, 2019 and December 31, 2018:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	September 30, 2019		December 31, 2018
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	27,433	$	14,608	Accrued expenses and other current liabilities	$	2,956	$	3,615
Foreign currency forward contracts	Other assets	3,902		3,168		Other long-term liabilities	652		1,134
Total		$	31,335	$	17,776		$	3,608	$	4,749
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,320	$	524	Accrued expenses and other current liabilities	$	1,154	$	3,679
Commodity forward contracts	Other assets	479		307		Other long-term liabilities	352		458
Foreign currency forward contracts	Prepaid expenses and other current assets	53		95		Accrued expenses and other current liabilities	398		416
Total		$	2,852	$	926		$	1,904	$	4,553

These fair value measurements are 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, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income					Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2019			2018			2019		2018
Foreign currency forward contracts	$	19,797		$	7,190	Net revenue	$	7,615	$	(1,490	)
Foreign currency forward contracts	$	(2,514	)	$	6,464	Cost of revenue	$	968	$	1,353

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	1,786	$	(4,233	)	Other, net
Foreign currency forward contracts	$	1,289	$	3,668		Other, net

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 nine months ended September 30, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain Recognized in Other Comprehensive Income				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
	2019		2018			2019		2018
Foreign currency forward contracts	$	30,124	$	22,993	Net revenue	$	17,327	$	(20,438	)
Foreign currency forward contracts	$	3,946	$	11,122	Cost of revenue	$	2,037	$	3,189
Foreign currency forward contracts	$	—	$	—	Other, net	$	—	$	(1,376	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	2,807	$	(8,854	)	Other, net
Foreign currency forward contracts	$	2,806	$	4,494		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 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, 2019 the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $5.5 million. As of September 30, 2019 we have 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.

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Acquisitions and Divestitures - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 31, 2018	Sep. 30, 2019	Dec. 31, 2018
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill		$ 3,104,447	$ 3,081,302
Merger With GIGAVAC, LLC
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Net working capital, excluding cash	$ 16,980
Property, plant and equipment	4,384
Goodwill	113,731
Other intangible assets	122,742
Other assets	63
Deferred income tax liabilities	(27,000)
Other long-term liabilities	(1,000)
Fair value of net assets acquired, excluding cash and cash equivalents	229,900
Cash and cash equivalents	359
Fair value of net assets acquired	$ 230,259

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Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Sep. 30, 2019 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions	KRW (₩) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	EUR (€) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	CNY (¥) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	MYR (RM) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	MXN ($) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	GBP (£) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $	JPY (¥) ozt lb $ / ¥ $ / RM $ / $ £ / $ $ / ₩ $ / ¥ € / $
Foreign currency forward contracts | Not designated | Euro (EUR) to USD
Hedges of Foreign Currency Risk
Notional | €		€ 12.0
Weighted- Average Strike Rate | € / $	1.10	1.10	1.10	1.10	1.10	1.10	1.10
Foreign currency forward contracts | Not designated | USD to Chinese Renminbi (CNY)
Hedges of Foreign Currency Risk
Notional | ¥			¥ 379.0
Weighted- Average Strike Rate | $ / ¥	7.14	7.14	7.14	7.14	7.14	7.14	7.14
Foreign currency forward contracts | Not designated | USD to Japanese Yen (JPY)
Hedges of Foreign Currency Risk
Notional | ¥							¥ 709.0
Weighted- Average Strike Rate | $ / ¥	107.20	107.20	107.20	107.20	107.20	107.20	107.20
Foreign currency forward contracts | Not designated | USD to Malaysian Ringgit (MYR)
Hedges of Foreign Currency Risk
Notional | RM				RM 22.0
Weighted- Average Strike Rate | $ / RM	4.21	4.21	4.21	4.21	4.21	4.21	4.21
Foreign currency forward contracts | Not designated | USD to Mexican Peso (MXN)
Hedges of Foreign Currency Risk
Notional | $					$ 131.0
Weighted- Average Strike Rate | $ / $	19.67	19.67	19.67	19.67	19.67	19.67	19.67
Foreign currency forward contracts | Cash flow hedge | Euro (EUR) to USD
Hedges of Foreign Currency Risk
Notional | €		€ 339.7
Weighted- Average Strike Rate | € / $	1.19	1.19	1.19	1.19	1.19	1.19	1.19
Foreign currency forward contracts | Cash flow hedge | USD to Chinese Renminbi (CNY)
Hedges of Foreign Currency Risk
Notional | ¥			¥ 271.1
Weighted- Average Strike Rate | $ / ¥	6.82	6.82	6.82	6.82	6.82	6.82	6.82
Foreign currency forward contracts | Cash flow hedge | USD to Korean Won (KRW)
Hedges of Foreign Currency Risk
Notional | ₩	₩ 23,821.4
Weighted- Average Strike Rate | $ / ₩	1,119.73	1,119.73	1,119.73	1,119.73	1,119.73	1,119.73	1,119.73
Foreign currency forward contracts | Cash flow hedge | USD to Mexican Peso (MXN)
Hedges of Foreign Currency Risk
Notional | $					$ 2,823.8
Weighted- Average Strike Rate | $ / $	20.88	20.88	20.88	20.88	20.88	20.88	20.88
Foreign currency forward contracts | Cash flow hedge | British Pound Sterling to USD
Hedges of Foreign Currency Risk
Notional | £						£ 47.8
Weighted- Average Strike Rate | £ / $	1.31	1.31	1.31	1.31	1.31	1.31	1.31
Silver | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	16.42	16.42	16.42	16.42	16.42	16.42	16.42
Hedges of Commodity Risk
Notional	888,764	888,764	888,764	888,764	888,764	888,764	888,764
Gold | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	1,373.99	1,373.99	1,373.99	1,373.99	1,373.99	1,373.99	1,373.99
Hedges of Commodity Risk
Notional	8,116	8,116	8,116	8,116	8,116	8,116	8,116
Nickel | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	6.15	6.15	6.15	6.15	6.15	6.15	6.15
Hedges of Commodity Risk
Notional | lb	236,380	236,380	236,380	236,380	236,380	236,380	236,380
Aluminum | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	0.90	0.90	0.90	0.90	0.90	0.90	0.90
Hedges of Commodity Risk
Notional | lb	3,680,177	3,680,177	3,680,177	3,680,177	3,680,177	3,680,177	3,680,177
Copper | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	2.89	2.89	2.89	2.89	2.89	2.89	2.89
Hedges of Commodity Risk
Notional | lb	2,406,213	2,406,213	2,406,213	2,406,213	2,406,213	2,406,213	2,406,213
Platinum | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	894.43	894.43	894.43	894.43	894.43	894.43	894.43
Hedges of Commodity Risk
Notional	7,171	7,171	7,171	7,171	7,171	7,171	7,171
Palladium | Not designated
Hedges of Foreign Currency Risk
Weighted- Average Strike Rate	1,330.48	1,330.48	1,330.48	1,330.48	1,330.48	1,330.48	1,330.48
Hedges of Commodity Risk
Notional	823	823	823	823	823	823	823

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Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Level 2 - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Foreign currency forward contracts	$ 31,388	$ 17,871
Commodity forward contracts	2,799	831
Total	34,187	18,702
Liabilities
Foreign currency forward contracts	4,006	5,165
Commodity forward contracts	1,506	4,137
Total	$ 5,512	$ 9,302

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Share-Based Payment Plans - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 2,763	$ 6,311	$ 15,188	$ 17,813
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,499	1,381	4,987	4,459
Restricted securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,264	$ 4,930	$ 10,201	$ 13,354

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Restructuring and Other Charges, Net - Schedule of Changes to Restructuring Liability (Details) - Severance $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Restructuring Reserve [Roll Forward]
Balance at December 31, 2018	$ 6,591
Charges, net of reversals	23,035
Payments	(18,283)
Impact of changes in foreign currency exchange rates	(251)
Balance at September 30, 2019	$ 11,092

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Leases - Schedule of Adjustments for New Lease Guidance (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other current assets	$ 128,447	$ 112,981	$ 113,234
Other intangible assets, net	790,692	895,681	897,191
Other assets	156,210	145,386	86,890
Accrued expenses and other current liabilities	217,064	230,249	218,130
Other long-term liabilities	$ 95,891	83,891	$ 39,277
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other current assets		(253)
Other intangible assets, net		(1,510)
Other assets		58,496
Accrued expenses and other current liabilities		12,119
Other long-term liabilities		$ 44,614

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Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Lessee, Lease, Description [Line Items]
Short-term lease, cost	$ 0.0	$ 0.0
Maximum
Lessee, Lease, Description [Line Items]
Leased facilities, initial term		20 years

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Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2019 USD ($)
Metal Seal Precision, LTD v. Sensata Technologies Inc. | Maximum
Loss Contingencies [Line Items]
Estimate of possible loss	$ 51.0

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory, Net [Abstract]
Finished goods	$ 193,143	$ 187,095
Work-in-process	103,536	104,405
Raw materials	206,260	200,819
Inventories	$ 502,939	$ 492,319

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Inventories (Tables)

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Components of inventories

The components of inventories as of September 30, 2019 and December 31, 2018 were as follows:

	September 30, 2019		December 31, 2018
Finished goods	$	193,143	$	187,095
Work-in-process	103,536		104,405
Raw materials	206,260		200,819
Inventories	$	502,939	$	492,319

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Fair Value Measures (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 are as shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019		December 31, 2018
Assets
Foreign currency forward contracts	$	31,388	$	17,871
Commodity forward contracts	2,799		831
Total	$	34,187	$	18,702
Liabilities
Foreign currency forward contracts	$	4,006	$	5,165
Commodity forward contracts	1,506		4,137
Total	$	5,512	$	9,302

Information about carrying values and fair values of 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, 2019 and December 31, 2018. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019				December 31, 2018
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	461,883	$	464,770	$	917,794	$	904,027
4.875% Senior Notes	$	500,000	$	524,375	$	500,000	$	491,875
5.625% Senior Notes	$	400,000	$	434,000	$	400,000	$	400,500
5.0% Senior Notes	$	700,000	$	748,125	$	700,000	$	660,625
6.25% Senior Notes	$	750,000	$	796,875	$	750,000	$	751,875
4.375% Senior Notes	$	450,000	$	448,875	$	—	$	—

___________________________________

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

Equity securities without readily determinable fair value

Refer to the table below for a detail of the carrying values of these investments, each of which are included in other assets.

	September 30, 2019		December 31, 2018
Quanergy Systems, Inc	$	50,000	$	50,000
Lithium Balance (1)	3,700		—
Total	$	53,700	$	50,000

___________________________________

⁽¹⁾    Our investment in Lithium Balance A/S ("Lithium Balance") was purchased in July 2019.

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Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt

Debt

Our long-term debt and finance lease and other financing obligations as of September 30, 2019 and December 31, 2018 consisted of the following:

	Maturity Date	September 30, 2019			December 31, 2018
Term Loan	September 20, 2026	$	461,883		$	917,794
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
4.375% Senior Notes	February 15, 2030	450,000			—
Less: discount		(12,296		)	(15,169		)
Less: deferred financing costs		(25,545		)	(23,159		)
Less: current portion		(4,630		)	(9,704		)
Long-term debt, net		$	3,219,412		$	3,219,762
Finance lease and other financing obligations		$	32,648		$	35,475
Less: current portion		(3,233		)	(4,857		)
Finance lease and other financing obligations, less current portion		$	29,415		$	30,618

Our debt consists of a secured facility and various tranches of senior unsecured notes.

Secured Credit Facility

The credit agreement governing our secured credit facility (the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a term loan facility (the "Term Loan"), a $420.0 million revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances.

On March 27, 2019 certain indirect, wholly-owned subsidiaries of Sensata plc, including Sensata Technologies B.V. ("STBV"), entered into the ninth amendment (the "Ninth Amendment") of the Credit Agreement. Among other changes to the Credit Agreement, the Ninth Amendment (i) extended the maturity date of the Revolving Credit Facility to March 27, 2024; (ii) added pounds sterling as an available currency for revolving credit loans and letters of credit under the Revolving Credit Facility; (iii) lowered certain index rate spreads related to the Revolving Credit Facility; (iv) lowered our letter of credit fees; (v) reduced our revolving credit commitment fees; and (vi) modified the senior secured net leverage ratio financial covenant to increase the Revolving Credit Facility utilization threshold above which such financial covenant is tested from 10% to 20%.

On June 13, 2019, our subsidiaries that were at the time borrowers under the Credit Agreement entered into an amendment to the Credit Agreement with the administrative agent to correct certain technical and immaterial errors in the Credit Agreement.

On September 20, 2019 certain of our subsidiaries, including STBV and its indirect, wholly-owned subsidiary, Sensata Technologies Inc. ("STI"), entered into the tenth amendment of the Credit Agreement (the "Tenth Amendment"). Under the terms of the Tenth Amendment, among other changes to the Credit Agreement, (i) the final maturity date of the Term Loan was extended to September 20, 2026; (ii) STI became the sole borrower under the Credit Agreement and assumed substantially all of the obligations of STBV and Sensata Technologies Finance Company, LLC ("STFC") thereunder; (iii) the permission to incur incremental additional indebtedness under the Credit Agreement was increased; and (iv) certain of the operational and restrictive covenants and other terms and conditions of the Senior Secured Credit Facilities to which STBV and its restricted subsidiaries are subject were modified to provide us with increased flexibility and permissions thereunder (including permission to make restricted payments (including dividends) in an amount equal to $50.0 million annually, which can be further increased to an unlimited amount subject to no default or event of default and compliance with certain financial covenants).

In addition, under the Tenth Amendment, STBV became a guarantor of STI’s obligations under the Credit Agreement, STFC ceased to be a guarantor with respect to the Credit Agreement, and certain subsidiaries of STBV that previously guaranteed the obligations under the Credit Agreement (the ‘‘Released Guarantors’’) were released from their guarantees, subject to satisfaction of certain conditions.

As of September 30, 2019 there was $416.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2019 no amounts had been drawn against these outstanding letters of credit.

Senior Notes

We have various tranches of senior notes outstanding. Prior to September 20, 2019 these consisted of $500.0 million in aggregate principal amount of 4.875% senior notes due 2023 (the "4.875% Senior Notes"), $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes"), $700.0 million in aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), and $750.0 million in aggregate principal amount of 6.25% senior notes due 2026 (the "6.25% Senior Notes" and together with each tranche of senior notes outstanding prior to September 20, 2019, the "Existing Senior Notes").

On September 20, 2019, coincident with the entry into the Tenth Amendment, STI issued $450.0 million in aggregate principal amount of 4.375% senior notes due 2030 (the "4.375% Senior Notes"). The proceeds of the issuance of the 4.375% Senior Notes were used to partially repay the Term Loan. The 4.375% Senior Notes were issued under an indenture dated September 20, 2019 among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors"). The 4.375% Senior Notes were offered at par, and interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2020.

At any time, and from time to time, STI may redeem the 4.375% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, and, for redemptions occurring prior to November 15, 2029, a "make-whole" premium. Beginning on November 15, 2029, the "make-whole" premium will be eliminated. In addition, upon the occurrence of certain specific kinds of changes

in control, STI will be required to offer to repurchase the notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 4.375% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the indenture governing the 4.375% Senior Notes), if any, then due and which will become due on the date of redemption.

Upon consummation of the Tenth Amendment, the guarantees of the Released Guarantors under the Existing Senior Notes were released (the "Guarantees Release"). Accordingly, as of September 20, 2019, the 4.375% Senior Notes are guaranteed by STBV and all of the subsidiaries of STBV (other than STI) that guarantee the Existing Senior Notes and the Credit Agreement, in each case, giving effect to the Guarantees Release.

Accounting for Debt Financing Transactions

We accounted for our debt financing transactions in accordance with our policies as disclosed in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

In connection with the entry into the Ninth Amendment, we incurred $2.4 million of creditor fees and related third-party costs, which were recorded as an adjustment to the carrying amount of long-term debt.

In connection with of the issuance of the 4.375% Senior Notes, the entry into the Tenth Amendment, and the subsequent partial repayment of the Term Loan, we recognized a loss of $4.4 million, presented in the other, net line of our condensed consolidated statement of operations, as well as $5.0 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2019 and December 31, 2018 accrued interest totaled $45.5 million and $40.6 million, respectively.

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Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We recorded provision for income taxes of the following in the periods presented:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Provision for income taxes	$	28,341	$	24,562	$	80,649	$	62,086

The increase in the provision for income taxes relates to changes in the jurisdictional mix of profits, effects of changes in tax laws and rates in the locations where we operate, changes in tax accruals related to prior year tax positions, and the utilization of previously unbenefited net operating losses in our U.S. jurisdiction. The provision for income taxes consists of:

• current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and

•

deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) the utilization of net operating losses, (3) changes in tax rates, and (4) changes in our assessment of the realizability of our deferred tax assets.

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Revenue Recognition

9 Months Ended

Sep. 30, 2019

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

Revenue Recognition

The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended September 30, 2019						For the three months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	493,675	$	10,738	$	504,413	$	507,961	$	11,544	$	519,505
HVOR (1)	134,918		—		134,918		141,650		—		141,650
Appliance and HVAC (2)	—		49,724		49,724		—		53,505		53,505
Industrial	—		83,718		83,718		—		84,057		84,057
Aerospace	—		41,962		41,962		—		41,062		41,062
Other	—		34,980		34,980		—		33,773		33,773
Total	$	628,593	$	221,122	$	849,715	$	649,611	$	223,941	$	873,552

__________________________

⁽¹⁾    Heavy vehicle and off-road

⁽²⁾    Heating, ventilation and air conditioning

	For the nine months ended September 30, 2019						For the nine months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,483,986	$	32,838	$	1,516,824	$	1,570,340	$	38,402	$	1,608,742
HVOR	429,151		—		429,151		418,317		—		418,317
Appliance and HVAC	—		157,260		157,260		—		164,432		164,432
Industrial	—		272,177		272,177		—		253,289		253,289
Aerospace	—		129,843		129,843		—		123,268		123,268
Other	—		98,685		98,685		—		105,657		105,657
Total	$	1,913,137	$	690,803	$	2,603,940	$	1,988,657	$	685,048	$	2,673,705

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Leases - Maturity of Obligations related to Operating and Finance Leases (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases
2019 (excluding the nine months ended September 30, 2019)	$ 3,869
2020	13,861
2021	10,317
2022	8,344
2023	7,080
Thereafter	29,960
Total undiscounted cash flows related to lease liabilities	73,431
Less imputed interest	(16,963)
Total lease liabilities	56,468
Finance Lease, Liability, Payment, Due [Abstract]
2019 (excluding the nine months ended September 30, 2019)	1,434
2020	4,513
2021	4,035
2022	3,685
2023	3,744
Thereafter	36,228
Total undiscounted cash flows related to lease liabilities	53,639
Less imputed interest	(22,314)
Total lease liabilities	$ 31,325

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Segment Reporting (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) segment	Sep. 30, 2018 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment			2
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	$ 849,715	$ 873,552	$ 2,603,940	$ 2,673,705
Operating income	146,132	222,319	436,167	548,057
Amortization of intangible assets	(35,905)	(33,911)	(108,079)	(103,574)
Interest expense, net	(39,556)	(38,058)	(118,417)	(114,808)
Other, net	(7,560)	(10,581)	(7,925)	(26,267)
Income before taxes	99,016	173,680	309,825	406,982
Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	628,593	649,611	1,913,137	1,988,657
Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	221,122	223,941	690,803	685,048
Operating segments
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	849,715	873,552	2,603,940	2,673,705
Operating income	236,028	251,686	706,693	759,415
Operating segments | Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	628,593	649,611	1,913,137	1,988,657
Operating income	165,076	178,391	483,657	535,166
Operating segments | Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	221,122	223,941	690,803	685,048
Operating income	70,952	73,295	223,036	224,249
Corporate and other
Reconciliation from Segment Totals to Consolidated [Abstract]
Operating income	(47,570)	(48,154)	(134,407)	(156,472)
Segment reconciling items
Reconciliation from Segment Totals to Consolidated [Abstract]
Amortization of intangible assets	(35,905)	(33,911)	(108,079)	(103,574)
Restructuring and other charges, net	$ (6,421)	$ 52,698	$ (28,040)	$ 48,688

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Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 3,817	$ 12,041
Amortization of right-of-use assets	452	1,356
Interest on lease liabilities	671	2,031
Total finance lease cost	$ 1,123	$ 3,387

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Shareholders' Equity - Narrative (Details) - USD ($)	Sep. 30, 2019	Jul. 30, 2019
Equity [Abstract]
Stock repurchase program, authorized amount	$ 250,000,000.0	$ 500,000,000.0

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Pension and Other Post-Retirement Benefits - Schedule of components of net periodic benefit cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 717	$ 766	$ 2,084	$ 2,439
Interest cost	774	759	2,354	2,264
Expected return on plan assets	(617)	(645)	(1,870)	(1,953)
Amortization of net loss	440	492	1,335	1,227
Amortization of prior service (credit)/cost	(325)	(528)	(973)	(1,195)
Loss on settlement	0	207	0	752
Gain on curtailment			0	(296)
Net periodic benefit cost/(credit)	989	1,051	2,930	3,238
U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0	0	0	0
Interest cost	394	387	1,192	1,078
Expected return on plan assets	(442)	(415)	(1,344)	(1,251)
Amortization of net loss	242	235	732	835
Amortization of prior service (credit)/cost	0	0	0	0
Loss on settlement	0	207	0	752
Gain on curtailment			0	0
Net periodic benefit cost/(credit)	194	414	580	1,414
U.S. Plans | Retiree Healthcare
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	2	9	6	47
Interest cost	48	45	154	185
Expected return on plan assets	0	0	0	0
Amortization of net loss	7	20	29	20
Amortization of prior service (credit)/cost	(327)	(530)	(981)	(1,198)
Loss on settlement	0	0	0	0
Gain on curtailment			0	0
Net periodic benefit cost/(credit)	(270)	(456)	(792)	(946)
Non-U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	715	757	2,078	2,392
Interest cost	332	327	1,008	1,001
Expected return on plan assets	(175)	(230)	(526)	(702)
Amortization of net loss	191	237	574	372
Amortization of prior service (credit)/cost	2	2	8	3
Loss on settlement	0	0	0	0
Gain on curtailment			0	(296)
Net periodic benefit cost/(credit)	$ 1,065	$ 1,093	$ 3,142	$ 2,770

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Net Income per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of weighted-average ordinary shares outstanding

For the three and nine months ended September 30, 2019 and 2018 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, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Basic weighted-average ordinary shares outstanding	160,458	167,290	161,774	170,045
Dilutive effect of stock options	530	886	578	898
Dilutive effect of unvested restricted securities	320	418	417	438
Diluted weighted-average ordinary shares outstanding	161,308	168,594	162,769	171,381

Schedule of antidilutive securities

These potential ordinary shares are as follows:

	For the three months ended		For the nine months ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Anti-dilutive shares excluded	1,381	983	1,251	894
Contingently issuable shares excluded	767	807	679	801

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Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Roll forward of components of Accumulated other comprehensive loss

The following is a roll forward of the components of accumulated other comprehensive loss for the nine months ended September 30, 2019:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance at December 31, 2018	$	9,184		$	(35,362	)	$	(26,178	)
Other comprehensive income before reclassifications, net of tax	27,725			—			27,725
Reclassifications from accumulated other comprehensive loss, net of tax	(15,394		)	249			(15,145		)
Other comprehensive income	12,331			249			12,580
Balance at September 30, 2019	$	21,515		$	(35,113	)	$	(13,598	)

Summary of amounts reclassified from Accumulated other comprehensive loss

The details of the (gain)/loss reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018 are as follows:

	For the three months ended September 30,						For the nine months ended September 30,						Affected Line in Condensed Consolidated Statements of Operations
Component	2019			2018			2019			2018
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	(7,615	)	$	1,490		$	(17,327	)	$	20,438		Net revenue (1)
Foreign currency forward contracts	(968		)	(1,353		)	(2,037		)	(3,189		)	Cost of revenue (1)
Foreign currency forward contracts	—			—			—			1,376			Other, net (1)
Total, before taxes	(8,583		)	137			(19,364		)	18,625			Income before taxes
Income tax effect	1,760			(34		)	3,970			(4,656		)	Provision for income taxes
Total, net of taxes	$	(6,823	)	$	103		$	(15,394	)	$	13,969		Net income
Defined benefit and retiree healthcare plans	$	115		$	171		$	362		$	488		Other, net (2)
Defined benefit and retiree healthcare plans	—			228			—			228			Restructuring and other charges, net (3)
Total, before taxes	115			399			362			716			Income before taxes
Income tax effect	(32		)	(32		)	(113		)	111			Provision for income taxes
Total, net of taxes	$	83		$	367		$	249		$	827		Net income

__________________________

⁽¹⁾  Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods.

⁽²⁾  Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost.

⁽³⁾ 

Amount represents an equity component of the Valves Business, which was sold in the third quarter of 2018. Refer to Note 5, "Restructuring and Other Charges, Net" and Note 16, "Acquisitions and Divestitures" for additional information related to the divestiture of the Valves Business.

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Net Income per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Net Income per Share

Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2019 and 2018 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, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Basic weighted-average ordinary shares outstanding	160,458	167,290	161,774	170,045
Dilutive effect of stock options	530	886	578	898
Dilutive effect of unvested restricted securities	320	418	417	438
Diluted weighted-average ordinary shares outstanding	161,308	168,594	162,769	171,381

Net income and net income per share are presented in the condensed consolidated statements of operations.

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

	For the three months ended		For the nine months ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Anti-dilutive shares excluded	1,381	983	1,251	894
Contingently issuable shares excluded	767	807	679	801

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Share-Based Payment Plans

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Payment Plans

Share-Based Payment Plans

Share-Based Compensation Expense

The table below presents non-cash compensation expense related to our equity awards, which is recognized within selling, general and administrative expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Stock options	$	1,499	$	1,381	$	4,987	$	4,459
Restricted securities	1,264		4,930		10,201		13,354
Share-based compensation expense	$	2,763	$	6,311	$	15,188	$	17,813

Equity Awards

Awards granted in or after April 2019 permit accelerated vesting for qualified retirements.

We granted the following options under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2019:

Options Granted To:	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value		Vesting Period
Various executives and employees	382	$	13.90	25% per year over four years

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2010 Equity Plan during the nine months ended September 30, 2019:

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)	257	N/A	$	47.98
Directors	RSU (1)	28	N/A	$	43.92
Various executives and employees	PRSU (2)	138	0.0% - 172.5%	$	46.92
Various executives and employees	PRSU (2)	76	0.0% - 150.0%	$	46.92

__________________________

⁽¹⁾  RSUs granted during the nine months ended September 30, 2019 vest on various dates between March 2020 and August 2022.

⁽²⁾ 

PRSUs granted during the nine months ended September 30, 2019 vest in April and August 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

We are a defendant in a lawsuit, Wasica Finance Gmbh et al v. Schrader International Inc. et al, Case No. 13-1353-CPS, U.S.D.C., Delaware, in which the claimant alleges infringement of their patent (US 5,602,524) in connection with our tire pressure monitoring system products. The patent in question has expired, and as a result, the claimant is seeking damages for past alleged infringement with interest and costs. Should the claimant prevail, these amounts could be material. We have denied liability and have been defending the litigation, which is in discovery. Trial is currently expected in February 2020. We do not believe a loss related to this matter is probable. As of September 30, 2019, we have no accrual recorded related to this matter.

We are a defendant in a lawsuit, Metal Seal Precision, Ltd. v. Sensata Technologies Inc., Case No. 2017-0518-BCSI, MA Superior Court (Suffolk County), in which the claimant ("Metal Seal"), a supplier of certain metal parts used in the manufacture of our products, alleges breach of contract, breach of covenant of good faith and fair dealing, and anticipatory repudiation. The dispute arises out of an agreement under which Metal Seal alleges certain purchase requirements were not met, resulting in damages and lost profits. On April 12, 2019 the court granted, in part, our motion for summary judgment and dismissed Metal Seal's unfair trade practices claims. Plaintiff’s damage expert claims that Metal Seal has losses ranging up to $51.0 million. We dispute Metal Seal's claims and continue to defend the lawsuit, with trial currently expected in December 2019. We do not believe a loss related to this matter is probable. As of September 30, 2019, we have no accrual recorded related to this matter.

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2019

Revenue Recognition and Deferred Revenue [Abstract]

Disaggregation of Revenue

The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended September 30, 2019						For the three months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	493,675	$	10,738	$	504,413	$	507,961	$	11,544	$	519,505
HVOR (1)	134,918		—		134,918		141,650		—		141,650
Appliance and HVAC (2)	—		49,724		49,724		—		53,505		53,505
Industrial	—		83,718		83,718		—		84,057		84,057
Aerospace	—		41,962		41,962		—		41,062		41,062
Other	—		34,980		34,980		—		33,773		33,773
Total	$	628,593	$	221,122	$	849,715	$	649,611	$	223,941	$	873,552

__________________________

⁽¹⁾    Heavy vehicle and off-road

⁽²⁾    Heating, ventilation and air conditioning

	For the nine months ended September 30, 2019						For the nine months ended September 30, 2018
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,483,986	$	32,838	$	1,516,824	$	1,570,340	$	38,402	$	1,608,742
HVOR	429,151		—		429,151		418,317		—		418,317
Appliance and HVAC	—		157,260		157,260		—		164,432		164,432
Industrial	—		272,177		272,177		—		253,289		253,289
Aerospace	—		129,843		129,843		—		123,268		123,268
Other	—		98,685		98,685		—		105,657		105,657
Total	$	1,913,137	$	690,803	$	2,603,940	$	1,988,657	$	685,048	$	2,673,705

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Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Ordinary Shares	Treasury Shares	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2017		178,437	(7,076)
Beginning Balance at Dec. 31, 2017	$ 2,345,626	$ 2,289	$ (288,478)	$ 1,663,367	$ 1,031,612	$ (63,164)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(71)
Surrender of shares for tax withholding	(3,674)		$ (3,674)
Stock options exercised (in shares)		113	58
Stock options exercised	6,051	$ 2	$ 2,250	3,956	(157)
Vesting of restricted securities (in shares)		257
Vesting of restricted securities	0	$ 2			(2)
Repurchase of ordinary shares (in shares)			(7,571)
Repurchase of ordinary shares	(399,417)		$ (399,417)
Retirement of ordinary shares (in shares)		(7,089)	7,089
Retirement of ordinary shares	0	$ (90)	$ 289,902		(289,812)
Share-based compensation	17,813			17,813
Net income	344,896				344,896
Other comprehensive income (loss)	44,203					44,203
Ending Balance at Sep. 30, 2018	2,355,498	$ 2,203	$ (399,417)	1,685,136	1,086,537	(18,961)
Ending Balance (in shares) at Sep. 30, 2018		171,718	(7,571)
Beginning Balance (in shares) at Jun. 30, 2018		171,634	(1,137)
Beginning Balance at Jun. 30, 2018	2,522,807	$ 2,202	$ (60,105)	1,676,172	937,452	(32,914)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(1)
Surrender of shares for tax withholding	(33)		$ (33)
Stock options exercised (in shares)		83
Stock options exercised	2,654	$ 1		2,653
Vesting of restricted securities (in shares)		2
Vesting of restricted securities	0
Repurchase of ordinary shares (in shares)			(6,434)
Repurchase of ordinary shares	(339,312)		$ (339,312)
Retirement of ordinary shares (in shares)		(1)	1
Retirement of ordinary shares	0		$ 33		(33)
Share-based compensation	6,311			6,311
Net income	149,118				149,118
Other comprehensive income (loss)	13,953					13,953
Ending Balance at Sep. 30, 2018	2,355,498	$ 2,203	$ (399,417)	1,685,136	1,086,537	(18,961)
Ending Balance (in shares) at Sep. 30, 2018		171,718	(7,571)
Beginning Balance (in shares) at Dec. 31, 2018		171,719	(7,571)
Beginning Balance at Dec. 31, 2018	2,608,434	$ 2,203	$ (399,417)	1,691,190	1,340,636	(26,178)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(148)
Surrender of shares for tax withholding	(6,953)		$ (6,953)
Stock options exercised (in shares)		405
Stock options exercised	10,309	$ 5		10,304
Vesting of restricted securities (in shares)		451
Vesting of restricted securities	0	$ 5			(5)
Repurchase of ordinary shares (in shares)			(5,513)
Repurchase of ordinary shares	(265,846)		$ (265,846)
Retirement of ordinary shares (in shares)		(148)	148
Retirement of ordinary shares	0	$ (2)	$ 6,953		(6,951)
Share-based compensation	15,188			15,188
Net income	229,176				229,176
Other comprehensive income (loss)	12,580					12,580
Ending Balance at Sep. 30, 2019	2,602,888	$ 2,211	$ (665,263)	1,716,682	1,562,856	(13,598)
Ending Balance (in shares) at Sep. 30, 2019		172,427	(13,084)
Beginning Balance (in shares) at Jun. 30, 2019		172,325	(10,986)
Beginning Balance at Jun. 30, 2019	2,617,063	$ 2,209	$ (567,615)	1,710,711	1,492,356	(20,598)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(4)
Surrender of shares for tax withholding	(175)		$ (175)
Stock options exercised (in shares)		93
Stock options exercised	3,210	$ 2		3,208
Vesting of restricted securities (in shares)		13
Vesting of restricted securities	0
Repurchase of ordinary shares (in shares)			(2,098)
Repurchase of ordinary shares	(97,648)		$ (97,648)
Retirement of ordinary shares (in shares)		(4)	4
Retirement of ordinary shares	0		$ 175		(175)
Share-based compensation	2,763			2,763
Net income	70,675				70,675
Other comprehensive income (loss)	7,000					7,000
Ending Balance at Sep. 30, 2019	$ 2,602,888	$ 2,211	$ (665,263)	$ 1,716,682	$ 1,562,856	$ (13,598)
Ending Balance (in shares) at Sep. 30, 2019		172,427	(13,084)

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Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Sep. 30, 2019 USD ($) shares	Sep. 30, 2019 € / shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2018 € / shares
Current assets:
Accounts receivable, allowances | $	$ 15,969		$ 13,762
Accumulated amortization | $	$ 2,004,646		$ 1,896,861
Shareholders’ equity:
Ordinary shares, nominal value per share (in euros per share) | € / shares		€ 0.01		€ 0.01
Common stock, shares authorized (in shares)	177,069,000		177,069,000
Common stock, shares, issued (in shares)	172,427,000		171,719,000
Treasury stock, shares (in shares)	13,084,000		7,571,000

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Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

Other acquisition

On September 13, 2019 we completed one acquisition for approximately $30 million, net of cash acquired and subject to customary post-closing adjustments. We are in the process of completing our assessment of the fair values of assets acquired and liabilities assumed.

GIGAVAC merger

On September 24, 2018 we entered into an agreement and plan of merger with GIGAVAC, whereby GIGAVAC would merge with one of our wholly-owned subsidiaries, thereby becoming a wholly-owned subsidiary of Sensata. On October 31, 2018 we completed the acquisition of GIGAVAC for $229.9 million of cash consideration, approximately $12.0 million of which related to certain compensation arrangements with certain GIGAVAC employees and shareholders.

Based in Carpinteria, California, GIGAVAC has more than 270 employees and is a leading provider of solutions that enable electrification in demanding environments within the automotive, battery storage, industrial, and HVOR end markets. We acquired GIGAVAC to increase our content and capabilities for electrification, including products such as cars, delivery trucks, buses, material handling equipment, and charging stations. Portions of GIGAVAC will be integrated into each of our operating segments.

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

Net working capital, excluding cash	$	16,980
Property, plant and equipment	4,384
Goodwill	113,731
Other intangible assets	122,742
Other assets	63
Deferred income tax liabilities	(27,000		)
Other long-term liabilities	(1,000		)
Fair value of net assets acquired, excluding cash and cash equivalents	229,900
Cash and cash equivalents	359
Fair value of net assets acquired	$	230,259

The allocation of purchase price related to the GIGAVAC merger is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $113.7 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The amount of goodwill recorded that is expected to be deductible for tax purposes is not material.

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

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets:
Customer relationships	$	74,500	10
Completed technologies	31,040		13
Tradenames	15,400		15
Other	1,802		6
Total definite-lived intangible assets acquired	$	122,742	12

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

Valves Business Divestiture

On August 31, 2018 we completed the divestiture of the Valves Business to Pacific Industrial Co. Ltd. (together with its affiliates, "Pacific"). Contemporaneous with the closing of the sale, Sensata and Pacific entered into a long-term supply agreement, which imposes an obligation on us to purchase minimum quantities of product from Pacific over a period of nearly five years.

In exchange for selling the Valves Business and entering into the long-term supply agreement, we received cash consideration from Pacific of approximately $165.5 million, net of $11.8 million of cash and cash equivalents sold.

We determined that the terms of the long-term supply agreement entered into concurrent with the divestiture of the Valves Business were not at market. Accordingly, we recognized a liability of $16.4 million, measured at fair value, which represented the fair value of the off-market component of the supply agreement.

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Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Cash flow hedge
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 31,335	$ 17,776
Liability Derivatives	3,608	4,749
Not designated
Derivatives, Fair Value [Line Items]
Asset Derivatives	2,852	926
Liability Derivatives	1,904	4,553
Foreign currency forward contracts | Cash flow hedge | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	27,433	14,608
Foreign currency forward contracts | Cash flow hedge | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	3,902	3,168
Foreign currency forward contracts | Cash flow hedge | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	2,956	3,615
Foreign currency forward contracts | Cash flow hedge | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	652	1,134
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	53	95
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	398	416
Commodity forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	2,320	524
Commodity forward contracts | Not designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	479	307
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	1,154	3,679
Commodity forward contracts | Not designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 352	$ 458

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Fair Value Measures - Financial Instruments Not Recorded at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.875%
5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.625%
5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.00%
6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	6.25%
Level 2 | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 464,770	$ 904,027
Level 2 | 4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	524,375	491,875
Level 2 | 5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	434,000	400,500
Level 2 | 5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	748,125	660,625
Level 2 | 6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	796,875	751,875
Level 2 | 4.375% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	448,875	0
Level 2 | Carrying Value | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	461,883	917,794
Level 2 | Carrying Value | 4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	500,000	500,000
Level 2 | Carrying Value | 5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	400,000	400,000
Level 2 | Carrying Value | 5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	700,000	700,000
Level 2 | Carrying Value | 6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	750,000	750,000
Level 2 | Carrying Value | 4.375% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 450,000	$ 0

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Acquisitions and Divestitures - Acquired Intangible Assets and Weighted Average Useful Lives (Details) - Merger With GIGAVAC, LLC $ in Thousands	Oct. 31, 2018 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 122,742
Weighted-Average Lives (years)	12 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 74,500
Weighted-Average Lives (years)	10 years
Completed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 31,040
Weighted-Average Lives (years)	13 years
Tradenames
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 15,400
Weighted-Average Lives (years)	15 years
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 1,802
Weighted-Average Lives (years)	6 years

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Net revenue	$ 849,715	$ 873,552	$ 2,603,940	$ 2,673,705
Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	628,593	649,611	1,913,137	1,988,657
Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	221,122	223,941	690,803	685,048
Automotive
Disaggregation of Revenue [Line Items]
Net revenue	504,413	519,505	1,516,824	1,608,742
Automotive | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	493,675	507,961	1,483,986	1,570,340
Automotive | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	10,738	11,544	32,838	38,402
HVOR
Disaggregation of Revenue [Line Items]
Net revenue	134,918	141,650	429,151	418,317
HVOR | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	134,918	141,650	429,151	418,317
HVOR | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Appliance and HVAC
Disaggregation of Revenue [Line Items]
Net revenue	49,724	53,505	157,260	164,432
Appliance and HVAC | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Appliance and HVAC | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	49,724	53,505	157,260	164,432
Industrial
Disaggregation of Revenue [Line Items]
Net revenue	83,718	84,057	272,177	253,289
Industrial | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Industrial | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	83,718	84,057	272,177	253,289
Aerospace
Disaggregation of Revenue [Line Items]
Net revenue	41,962	41,062	129,843	123,268
Aerospace | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Aerospace | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	41,962	41,062	129,843	123,268
Other
Disaggregation of Revenue [Line Items]
Net revenue	34,980	33,773	98,685	105,657
Other | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Other | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	$ 34,980	$ 33,773	$ 98,685	$ 105,657

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Restructuring and Other Charges, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Restructuring and Related Activities [Abstract]
Severance costs, net	$ 13	$ 13

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Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	$ 849,715	$ 873,552	$ 2,603,940	$ 2,673,705
Cost of revenue	554,910	558,334	1,710,951	1,723,300
Other, net	(7,560)	(10,581)	(7,925)	(26,267)
Restructuring and other charges, net	6,421	(52,698)	28,040	(48,688)
Income before taxes	99,016	173,680	309,825	406,982
Provision for income taxes	(28,341)	(24,562)	(80,649)	(62,086)
Net income	70,675	149,118	229,176	344,896
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before taxes	(8,583)	137	(19,364)	18,625
Provision for income taxes	1,760	(34)	3,970	(4,656)
Net income	(6,823)	103	(15,394)	13,969
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges: | Foreign currency forward contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	(7,615)	1,490	(17,327)	20,438
Cost of revenue	(968)	(1,353)	(2,037)	(3,189)
Other, net	0	0	0	1,376
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Defined benefit and retiree healthcare plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other, net	115	171	362	488
Restructuring and other charges, net	0	228	0	228
Income before taxes	115	399	362	716
Provision for income taxes	(32)	(32)	(113)	111
Net income	$ 83	$ 367	$ 249	$ 827

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Debt - Narrative (Details) $ in Thousands		9 Months Ended
	Sep. 20, 2019 USD ($)	Sep. 30, 2019 USD ($)	Mar. 27, 2019 USD ($)	Mar. 26, 2019	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Accrued interest		$ 45,500			$ 40,600
4.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		4.875%
5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		5.625%
5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		5.00%
6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		6.25%
4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate		4.375%
Line of Credit | Amendment To Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 420,000
Leverage ratio			0.20	0.10
Line of credit facility, periodic payment	$ 50,000
Creditor fees and related third party costs			$ 2,400
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Amount available under revolving credit facility		$ 416,100
Letters of credit outstanding, amount		3,900
Line of Credit | Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount		0
Senior Notes | 4.875% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt		500,000			500,000
Senior Notes | 5.625% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt		400,000			400,000
Senior Notes | 5.0% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt		700,000			700,000
Senior Notes | 6.25% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt		$ 750,000			750,000
Senior Notes | 4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.375%	4.375%
Redemption price percent	100.00%
Redemption price percent on changes in control	101.00%
Gain (loss) on extinguishment of debt		$ 4,400
Deferred financing costs		$ 5,000
Redemption price, percentage of principal amount redeemed		100.00%
Gross long-term debt	$ 450,000	$ 450,000			$ 0

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Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Anti-dilutive shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,381	983	1,251	894
Contingently issuable shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	767	807	679	801

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Leases - Supplemental Balance Sheet Information (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
Total operating lease right-of-use assets	$ 56,200
Accrued expenses and other current liabilities	10,773
Other long-term liabilities	45,695
Total operating lease liabilities	56,468
Property, plant and equipment, at cost	49,714
Accumulated depreciation	(23,864)
Property, plant and equipment, net	25,850
Current portion of long-term debt, finance lease and other financing obligations	2,116
Finance lease and other financing obligations, less current portion	29,209
Total finance lease liabilities	$ 31,325

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Leases - Supplemental Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 11,887
Operating cash flows from finance leases	1,961
Financing cash flows from finance leases	$ 1,264

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Pension and Other Post-Retirement Benefits

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Pension and Other Post-Retirement Benefits

Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	2		$	9		$	715		$	757		$	717		$	766
Interest cost	394			387			48			45			332			327			774			759
Expected return on plan assets	(442		)	(415		)	—			—			(175		)	(230		)	(617		)	(645		)
Amortization of net loss	242			235			7			20			191			237			440			492
Amortization of prior service (credit)/cost	—			—			(327		)	(530		)	2			2			(325		)	(528		)
Loss on settlement	—			207			—			—			—			—			—			207
Net periodic benefit cost/(credit)	$	194		$	414		$	(270	)	$	(456	)	$	1,065		$	1,093		$	989		$	1,051

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	6		$	47		$	2,078		$	2,392		$	2,084		$	2,439
Interest cost	1,192			1,078			154			185			1,008			1,001			2,354			2,264
Expected return on plan assets	(1,344		)	(1,251		)	—			—			(526		)	(702		)	(1,870		)	(1,953		)
Amortization of net loss	732			835			29			20			574			372			1,335			1,227
Amortization of prior service (credit)/cost	—			—			(981		)	(1,198		)	8			3			(973		)	(1,195		)
Loss on settlement	—			752			—			—			—			—			—			752
Gain on curtailment	—			—			—			—			—			(296		)	—			(296		)
Net periodic benefit cost/(credit)	$	580		$	1,414		$	(792	)	$	(946	)	$	3,142		$	2,770		$	2,930		$	3,238

Components of net periodic benefit cost other than service cost are presented in other, net. Refer to Note 6, "Other, Net."

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Other, Net

9 Months Ended

Sep. 30, 2019

Other Income and Expenses [Abstract]

Other, Net

Other, Net

Other, net consisted of the following for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Currency remeasurement loss on net monetary assets	$	(6,031	)	$	(9,568	)	$	(8,492	)	$	(18,497	)
Gain on foreign currency forward contracts	1,289			3,668			2,806			3,118
Gain/(loss) on commodity forward contracts	1,786			(4,233		)	2,807			(8,854		)
Loss on debt financing	(4,364		)	—			(4,364		)	(2,350		)
Net periodic benefit cost, excluding service cost	(272		)	(285		)	(846		)	(799		)
Other	32			(163		)	164			1,115
Other, net	$	(7,560	)	$	(10,581	)	$	(7,925	)	$	(26,267	)

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Other, Net (Tables)

9 Months Ended

Sep. 30, 2019

Other Income and Expenses [Abstract]

Schedule of other, net

consisted of the following for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Currency remeasurement loss on net monetary assets	$	(6,031	)	$	(9,568	)	$	(8,492	)	$	(18,497	)
Gain on foreign currency forward contracts	1,289			3,668			2,806			3,118
Gain/(loss) on commodity forward contracts	1,786			(4,233		)	2,807			(8,854		)
Loss on debt financing	(4,364		)	—			(4,364		)	(2,350		)
Net periodic benefit cost, excluding service cost	(272		)	(285		)	(846		)	(799		)
Other	32			(163		)	164			1,115
Other, net	$	(7,560	)	$	(10,581	)	$	(7,925	)	$	(26,267	)

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Pension and Other Post-Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Schedule of components of net periodic benefit cost

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	2		$	9		$	715		$	757		$	717		$	766
Interest cost	394			387			48			45			332			327			774			759
Expected return on plan assets	(442		)	(415		)	—			—			(175		)	(230		)	(617		)	(645		)
Amortization of net loss	242			235			7			20			191			237			440			492
Amortization of prior service (credit)/cost	—			—			(327		)	(530		)	2			2			(325		)	(528		)
Loss on settlement	—			207			—			—			—			—			—			207
Net periodic benefit cost/(credit)	$	194		$	414		$	(270	)	$	(456	)	$	1,065		$	1,093		$	989		$	1,051

The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2019 and 2018 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	—		$	—		$	6		$	47		$	2,078		$	2,392		$	2,084		$	2,439
Interest cost	1,192			1,078			154			185			1,008			1,001			2,354			2,264
Expected return on plan assets	(1,344		)	(1,251		)	—			—			(526		)	(702		)	(1,870		)	(1,953		)
Amortization of net loss	732			835			29			20			574			372			1,335			1,227
Amortization of prior service (credit)/cost	—			—			(981		)	(1,198		)	8			3			(973		)	(1,195		)
Loss on settlement	—			752			—			—			—			—			—			752
Gain on curtailment	—			—			—			—			—			(296		)	—			(296		)
Net periodic benefit cost/(credit)	$	580		$	1,414		$	(792	)	$	(946	)	$	3,142		$	2,770		$	2,930		$	3,238

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Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of outstanding derivative instruments

As of September 30, 2019 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)
12.0 EUR	September 26, 2019	October 31, 2019	Euro ("EUR") to USD	1.10 USD	Not designated
339.7 EUR	Various from July 2017 to September 2019	Various from October 2019 to August 2021	EUR to USD	1.19 USD	Cash flow hedge
379.0 CNY	September 25, 2019	October 31, 2019	USD to Chinese Renminbi ("CNY")	7.14 CNY	Not designated
271.1 CNY	January 10, 2019	Various from October to December 2019	USD to CNY	6.82 CNY	Cash flow hedge
709.0 JPY	September 26, 2019	October 31, 2019	USD to Japanese Yen ("JPY")	107.20 JPY	Not designated
23,821.4 KRW	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to Korean Won ("KRW")	1,119.73 KRW	Cash flow hedge
22.0 MYR	September 25, 2019	October 31, 2019	USD to Malaysian Ringgit ("MYR")	4.21 MYR	Not designated
131.0 MXN	September 26, 2019	October 31, 2019	USD to Mexican Peso ("MXN")	19.67 MXN	Not designated
2,823.8 MXN	Various from November 2017 to September 2019	Various from October 2019 to August 2021	USD to MXN	20.88 MXN	Cash flow hedge
47.8 GBP	Various from November 2017 to September 2019	Various from October 2019 to August 2021	British Pound Sterling ("GBP") to USD	1.31 USD	Cash flow hedge

_________________________

⁽¹⁾ 

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

As of September 30, 2019 we had the following outstanding commodity forward contracts:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	888,764 troy oz.	October 2019-September 2021	$16.42
Gold	8,116 troy oz.	October 2019-September 2021	$1,373.99
Nickel	236,380 pounds	October 2019-September 2021	$6.15
Aluminum	3,680,177 pounds	October 2019-September 2021	$0.90
Copper	2,406,213 pounds	October 2019-September 2021	$2.89
Platinum	7,171 troy oz.	October 2019-September 2021	$894.43
Palladium	823 troy oz.	October 2019-September 2021	$1,330.48

Schedule of fair values of derivative financial instruments and their classification in balance sheets

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, 2019 and December 31, 2018:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	September 30, 2019		December 31, 2018
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	27,433	$	14,608	Accrued expenses and other current liabilities	$	2,956	$	3,615
Foreign currency forward contracts	Other assets	3,902		3,168		Other long-term liabilities	652		1,134
Total		$	31,335	$	17,776		$	3,608	$	4,749
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,320	$	524	Accrued expenses and other current liabilities	$	1,154	$	3,679
Commodity forward contracts	Other assets	479		307		Other long-term liabilities	352		458
Foreign currency forward contracts	Prepaid expenses and other current assets	53		95		Accrued expenses and other current liabilities	398		416
Total		$	2,852	$	926		$	1,904	$	4,553

Schedule of effect of derivative financial instruments on statements of operations

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, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income					Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2019			2018			2019		2018
Foreign currency forward contracts	$	19,797		$	7,190	Net revenue	$	7,615	$	(1,490	)
Foreign currency forward contracts	$	(2,514	)	$	6,464	Cost of revenue	$	968	$	1,353

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	1,786	$	(4,233	)	Other, net
Foreign currency forward contracts	$	1,289	$	3,668		Other, net

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 nine months ended September 30, 2019 and 2018:

Derivatives designated as hedging instruments	Amount of Deferred Gain Recognized in Other Comprehensive Income				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
	2019		2018			2019		2018
Foreign currency forward contracts	$	30,124	$	22,993	Net revenue	$	17,327	$	(20,438	)
Foreign currency forward contracts	$	3,946	$	11,122	Cost of revenue	$	2,037	$	3,189
Foreign currency forward contracts	$	—	$	—	Other, net	$	—	$	(1,376	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income					Location of Gain/(Loss) Recognized in Net Income
	2019		2018
Commodity forward contracts	$	2,807	$	(8,854	)	Other, net
Foreign currency forward contracts	$	2,806	$	4,494		Other, net

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New Accounting Standards

9 Months Ended

Sep. 30, 2019

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB Accounting Standards Codification ("ASC") Topic 842, Leases, requires lessees to classify most leases as either finance or operating leases and to recognize a lease liability and right-of-use asset. For finance leases, the statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 18, "Leases" for additional discussion of this adoption.

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Restructuring and Other Charges, Net (Tables)

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and other charges, net

Restructuring and other charges, net for the three and nine months ended September 30, 2019 and 2018 were as follows:

	For the three months ended					For the nine months ended
	September 30, 2019		September 30, 2018			September 30, 2019		September 30, 2018
Severance costs, net (1)	$	5,549	$	4,888		$	23,035	$	8,208
Facility and other exit costs	208		187			245		877
Gain on sale of Valves Business (2) (4)	—		(63,688		)	—		(63,688		)
Other (3) (4)	664		5,915			4,760		5,915
Restructuring and other charges, net	$	6,421	$	(52,698	)	$	28,040	$	(48,688	)

___________________________________

⁽¹⁾  Severance costs, net for the three and nine months ended September 30, 2019 and 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations. Severance costs, net for the three months ended September 30, 2019 primarily comprise termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany. Severance costs, net for the nine months ended September 30, 2019 also included a charge of approximately $13 million related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. The majority of these benefits were paid in the third quarter of 2019.

⁽²⁾  In the three months ended September 30, 2018 we completed the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business").

⁽³⁾  Other charges in the three and nine months ended September 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC ("GIGAVAC"). Other charges in the three and nine months ended September 30, 2018 included incremental direct costs in order to transact the sale of the Valves Business.

⁽⁴⁾ 

Refer to Note 16, "Acquisitions and Divestitures," for further discussion of the acquisition of GIGAVAC and the divestiture of the Valves Business.

Changes to restructuring liability

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2019 were as follows:

	Severance
Balance at December 31, 2018	$	6,591
Charges, net of reversals	23,035
Payments	(18,283		)
Impact of changes in foreign currency exchange rates	(251		)
Balance at September 30, 2019	$	11,092

XML

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Leases

As discussed in Note 2, "New Accounting Standards," we adopted FASB ASC Topic 842 on January 1, 2019, using the modified retrospective transition method. We have elected to apply the package of practical expedients and the land easement practical expedient. We have not elected to apply the hindsight practical expedient.

As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e. they are not recorded on the consolidated balance sheets).

We elected to apply the transition provisions of this guidance, including its disclosure requirements, at its date of adoption instead of at the beginning of the earliest comparative period presented. Accordingly, we have not restated our consolidated balance sheet as of December 31, 2018. There was no cumulative effect of adoption on our retained earnings or any other components of equity. The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance:

	December 31, 2018		Adjustment			January 1, 2019
Prepaid expenses and other current assets	$	113,234	$	(253	)	$	112,981
Other intangible assets, net	$	897,191	$	(1,510	)	$	895,681
Other assets	$	86,890	$	58,496		$	145,386
Accrued expenses and other current liabilities	$	218,130	$	12,119		$	230,249
Other long-term liabilities	$	39,277	$	44,614		$	83,891

The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of September 30, 2019 related to our operating and finance leases:

	September 30, 2019
Operating lease right-of-use assets:
Other assets	$	56,200
Total operating lease right-of-use assets	$	56,200
Operating lease liabilities:
Accrued expenses and other current liabilities	$	10,773
Other long-term liabilities	45,695
Total operating lease liabilities	$	56,468
Finance lease right-of-use assets:
Property, plant and equipment, at cost	$	49,714
Accumulated depreciation	(23,864		)
Property, plant and equipment, net	$	25,850
Finance lease liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	2,116
Finance lease and other financing obligations, less current portion	29,209
Total finance lease liabilities	$	31,325

The table below presents the lease liabilities arising from obtaining right-of-use assets in the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating leases	$	3,837
Finance leases	$	—

For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The table below presents our total lease cost for the three and nine months ended September 30, 2019:

	For the three months ended		For the nine months ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	3,817	$	12,041
Finance lease cost:
Amortization of right-of-use assets	$	452	$	1,356
Interest on lease liabilities	671		2,031
Total finance lease cost	$	1,123	$	3,387

Short-term lease cost was not material for the three and nine months ended September 30, 2019.

Cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Cash flows from financing activities include repayments of the principal portion of finance lease liabilities. The table below presents the cash paid related to our operating and finance leases for the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating cash flows from operating leases	$	11,887
Operating cash flows from finance leases	$	1,961
Financing cash flows from finance leases	$	1,264

We occupy leased facilities with initial terms ranging up to 20 years. These lease agreements frequently include options to renew for additional periods and generally require that we pay taxes, insurance, and maintenance costs. We also lease certain vehicles and equipment. The table below presents the weighted-average remaining lease term of our operating and finance leases (in years):

	September 30, 2019
Operating leases	8.1
Finance leases	12.7

Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term. Upon adoption of FASB ASC Topic 842, we initially measured our operating lease liabilities using this methodology, while our accounting for finance leases remained unchanged. We use our incremental borrowing rate, adjusted for collateralization, because the discount rate implicit in our leases are generally not readily determinable. The table below presents our weighted-average discount rate as of September 30, 2019:

	September 30, 2019
Operating leases	5.7	%
Finance leases	8.5	%

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of September 30, 2019:

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	3,869		$	1,434
2020	13,861			4,513
2021	10,317			4,035
2022	8,344			3,685
2023	7,080			3,744
Thereafter	29,960			36,228
Total undiscounted cash flows related to lease liabilities	73,431			53,639
Less imputed interest	(16,963		)	(22,314		)
Total lease liabilities	$	56,468		$	31,325

Lessee

Leases

As discussed in Note 2, "New Accounting Standards," we adopted FASB ASC Topic 842 on January 1, 2019, using the modified retrospective transition method. We have elected to apply the package of practical expedients and the land easement practical expedient. We have not elected to apply the hindsight practical expedient.

As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e. they are not recorded on the consolidated balance sheets).

We elected to apply the transition provisions of this guidance, including its disclosure requirements, at its date of adoption instead of at the beginning of the earliest comparative period presented. Accordingly, we have not restated our consolidated balance sheet as of December 31, 2018. There was no cumulative effect of adoption on our retained earnings or any other components of equity. The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance:

	December 31, 2018		Adjustment			January 1, 2019
Prepaid expenses and other current assets	$	113,234	$	(253	)	$	112,981
Other intangible assets, net	$	897,191	$	(1,510	)	$	895,681
Other assets	$	86,890	$	58,496		$	145,386
Accrued expenses and other current liabilities	$	218,130	$	12,119		$	230,249
Other long-term liabilities	$	39,277	$	44,614		$	83,891

The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of September 30, 2019 related to our operating and finance leases:

	September 30, 2019
Operating lease right-of-use assets:
Other assets	$	56,200
Total operating lease right-of-use assets	$	56,200
Operating lease liabilities:
Accrued expenses and other current liabilities	$	10,773
Other long-term liabilities	45,695
Total operating lease liabilities	$	56,468
Finance lease right-of-use assets:
Property, plant and equipment, at cost	$	49,714
Accumulated depreciation	(23,864		)
Property, plant and equipment, net	$	25,850
Finance lease liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	2,116
Finance lease and other financing obligations, less current portion	29,209
Total finance lease liabilities	$	31,325

The table below presents the lease liabilities arising from obtaining right-of-use assets in the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating leases	$	3,837
Finance leases	$	—

For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The table below presents our total lease cost for the three and nine months ended September 30, 2019:

	For the three months ended		For the nine months ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	3,817	$	12,041
Finance lease cost:
Amortization of right-of-use assets	$	452	$	1,356
Interest on lease liabilities	671		2,031
Total finance lease cost	$	1,123	$	3,387

Short-term lease cost was not material for the three and nine months ended September 30, 2019.

Cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Cash flows from financing activities include repayments of the principal portion of finance lease liabilities. The table below presents the cash paid related to our operating and finance leases for the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating cash flows from operating leases	$	11,887
Operating cash flows from finance leases	$	1,961
Financing cash flows from finance leases	$	1,264

We occupy leased facilities with initial terms ranging up to 20 years. These lease agreements frequently include options to renew for additional periods and generally require that we pay taxes, insurance, and maintenance costs. We also lease certain vehicles and equipment. The table below presents the weighted-average remaining lease term of our operating and finance leases (in years):

	September 30, 2019
Operating leases	8.1
Finance leases	12.7

Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term. Upon adoption of FASB ASC Topic 842, we initially measured our operating lease liabilities using this methodology, while our accounting for finance leases remained unchanged. We use our incremental borrowing rate, adjusted for collateralization, because the discount rate implicit in our leases are generally not readily determinable. The table below presents our weighted-average discount rate as of September 30, 2019:

	September 30, 2019
Operating leases	5.7	%
Finance leases	8.5	%

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of September 30, 2019:

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	3,869		$	1,434
2020	13,861			4,513
2021	10,317			4,035
2022	8,344			3,685
2023	7,080			3,744
Thereafter	29,960			36,228
Total undiscounted cash flows related to lease liabilities	73,431			53,639
Less imputed interest	(16,963		)	(22,314		)
Total lease liabilities	$	56,468		$	31,325

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]
Net income	$ 70,675	$ 149,118	$ 229,176	$ 344,896
Other comprehensive income, net of tax:
Cash flow hedges	6,917		12,331
Cash flow hedges		10,343		39,555
Defined benefit and retiree healthcare plans	83	3,610	249	4,648
Other comprehensive income	7,000	13,953	12,580	44,203
Comprehensive income	$ 77,675	$ 163,071	$ 241,756	$ 389,099

XML

Cover - shares	9 Months Ended
	Sep. 30, 2019	Oct. 18, 2019
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-34652
Entity Registrant Name	SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key	0001477294
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1386780
Entity Address, Address Line One	529 Pleasant Street
Entity Address, City or Town	Attleboro
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02703
Entity Address, Country	US
City Area Code	+1 (508)
Local Phone Number	236 3800
Title of 12(b) Security	Ordinary Shares - nominal value €0.01 per share
Trading Symbol	ST
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		158,853,596
Other Address
Entity Information [Line Items]
Entity Address, Address Line One	Interface House, Interface Business Park, Bincknoll Lane
Entity Address, City or Town	Royal Wootton Bassett, Swindon
Entity Address, Postal Zip Code	SN4 8SY
Entity Address, Country	GB

XML

Fair Value Measures

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measures

Fair Value Measures

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 are as shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019		December 31, 2018
Assets
Foreign currency forward contracts	$	31,388	$	17,871
Commodity forward contracts	2,799		831
Total	$	34,187	$	18,702
Liabilities
Foreign currency forward contracts	$	4,006	$	5,165
Commodity forward contracts	1,506		4,137
Total	$	5,512	$	9,302

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2018 and determined that they were not impaired. As of September 30, 2019 no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

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, 2019 and December 31, 2018. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	September 30, 2019				December 31, 2018
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	461,883	$	464,770	$	917,794	$	904,027
4.875% Senior Notes	$	500,000	$	524,375	$	500,000	$	491,875
5.625% Senior Notes	$	400,000	$	434,000	$	400,000	$	400,500
5.0% Senior Notes	$	700,000	$	748,125	$	700,000	$	660,625
6.25% Senior Notes	$	750,000	$	796,875	$	750,000	$	751,875
4.375% Senior Notes	$	450,000	$	448,875	$	—	$	—

___________________________________

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

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

In addition to the above, we hold certain equity investments that do not have readily determinable fair values, and as such measure them using the measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments, and no adjustments have been made to their carrying values.

Refer to the table below for a detail of the carrying values of these investments, each of which are included in other assets.

	September 30, 2019		December 31, 2018
Quanergy Systems, Inc	$	50,000	$	50,000
Lithium Balance (1)	3,700		—
Total	$	53,700	$	50,000

___________________________________

⁽¹⁾    Our investment in Lithium Balance A/S ("Lithium Balance") was purchased in July 2019.

XML

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Schedule of segment reporting information by segment

The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net revenue:
Performance Sensing	$	628,593		$	649,611		$	1,913,137		$	1,988,657
Sensing Solutions	221,122			223,941			690,803			685,048
Total net revenue	$	849,715		$	873,552		$	2,603,940		$	2,673,705
Segment operating income (as defined above):
Performance Sensing	$	165,076		$	178,391		$	483,657		$	535,166
Sensing Solutions	70,952			73,295			223,036			224,249
Total segment operating income	236,028			251,686			706,693			759,415
Corporate and other	(47,570		)	(48,154		)	(134,407		)	(156,472		)
Amortization of intangible assets	(35,905		)	(33,911		)	(108,079		)	(103,574		)
Restructuring and other charges, net	(6,421		)	52,698			(28,040		)	48,688
Operating income	146,132			222,319			436,167			548,057
Interest expense, net	(39,556		)	(38,058		)	(118,417		)	(114,808		)
Other, net	(7,560		)	(10,581		)	(7,925		)	(26,267		)
Income before taxes	$	99,016		$	173,680		$	309,825		$	406,982

XML

Share-Based Payment Plans - Equity Awards (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	382
Weighted average grant date fair value of units (in dollars per share) | $ / shares	$ 13.90
Share-based Payment Arrangement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement by share based payment award annual vesting percentage	25.00%
Share-based compensation arrangement by share-based payment award, award vesting period	4 years
Various executives and employees | Restricted Stock Without Performance Criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	257
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 47.98
Various executives and employees | Awards that May Vest, Percentage 0.0% to 172.5% | Restricted Securities With Performance Criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	138
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, threshold range, lower range limit	0.00%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, threshold range, upper range limit	172.50%
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 46.92
Various executives and employees | Awards That May Vest, Percentage 0.0% to 150.0% | Restricted Securities With Performance Criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	76
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, threshold range, lower range limit	0.00%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, threshold range, upper range limit	150.00%
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 46.92
Directors | Restricted Stock Without Performance Criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	28
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 43.92

XML

Other, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Other Income and Expenses [Abstract]
Currency remeasurement loss on net monetary assets	$ (6,031)	$ (9,568)	$ (8,492)	$ (18,497)
Gain on foreign currency forward contracts	1,289	3,668	2,806	3,118
Gain/(loss) on commodity forward contracts	1,786	(4,233)	2,807	(8,854)
Loss on debt financing	(4,364)	0	(4,364)	(2,350)
Net periodic benefit cost, excluding service cost	(272)	(285)	(846)	(799)
Other	32	(163)	164	1,115
Other, net	$ (7,560)	$ (10,581)	$ (7,925)	$ (26,267)

XML

Acquisitions and Divestitures - Narrative (Details) $ in Thousands, € in Millions	Sep. 13, 2019 EUR (€)	Oct. 31, 2018 USD ($)	Aug. 31, 2018 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of businesses acquired	1
Goodwill				$ 3,104,447	$ 3,081,302
Valves Business | Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Period of continuing involvement after disposal			5 years
Disposal group, consideration			$ 165,500
Disposal group, cash and cash equivalents			11,800
Disposal group, liabilities			$ 16,400
GIGAVAC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of employees (more than)		270
Other Acquisition
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price | €	€ 30.0
Merger With GIGAVAC, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price		$ 229,900
Consideration related to certain compensation arrangements		12,000
Goodwill		$ 113,731

XML

Derivative Instruments and Hedging Activities - Narrative (Details)	Sep. 30, 2019 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency cash flow gain to be reclassified during next 12 months	$ 24,700,000
Termination value of outstanding derivatives in a liability position	5,500,000
Collateral already posted, aggregate fair value	$ 0

XML

Segment Reporting

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise for which separate

financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. Corporate and other costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018.

The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2019 and 2018:

	For the three months ended						For the nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net revenue:
Performance Sensing	$	628,593		$	649,611		$	1,913,137		$	1,988,657
Sensing Solutions	221,122			223,941			690,803			685,048
Total net revenue	$	849,715		$	873,552		$	2,603,940		$	2,673,705
Segment operating income (as defined above):
Performance Sensing	$	165,076		$	178,391		$	483,657		$	535,166
Sensing Solutions	70,952			73,295			223,036			224,249
Total segment operating income	236,028			251,686			706,693			759,415
Corporate and other	(47,570		)	(48,154		)	(134,407		)	(156,472		)
Amortization of intangible assets	(35,905		)	(33,911		)	(108,079		)	(103,574		)
Restructuring and other charges, net	(6,421		)	52,698			(28,040		)	48,688
Operating income	146,132			222,319			436,167			548,057
Interest expense, net	(39,556		)	(38,058		)	(118,417		)	(114,808		)
Other, net	(7,560		)	(10,581		)	(7,925		)	(26,267		)
Income before taxes	$	99,016		$	173,680		$	309,825		$	406,982

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net revenue	$ 849,715	$ 873,552	$ 2,603,940	$ 2,673,705
Operating costs and expenses:
Cost of revenue	554,910	558,334	1,710,951	1,723,300
Research and development	38,189	37,800	109,970	111,781
Selling, general and administrative	68,158	73,886	210,733	235,681
Amortization of intangible assets	35,905	33,911	108,079	103,574
Restructuring and other charges, net	6,421	(52,698)	28,040	(48,688)
Total operating costs and expenses	703,583	651,233	2,167,773	2,125,648
Operating income	146,132	222,319	436,167	548,057
Interest expense, net	(39,556)	(38,058)	(118,417)	(114,808)
Other, net	(7,560)	(10,581)	(7,925)	(26,267)
Income before taxes	99,016	173,680	309,825	406,982
Provision for income taxes	28,341	24,562	80,649	62,086
Net income	$ 70,675	$ 149,118	$ 229,176	$ 344,896
Basic net income per share (in dollars per share)	$ 0.44	$ 0.89	$ 1.42	$ 2.03
Diluted net income per share (in dollars per share)	$ 0.44	$ 0.88	$ 1.41	$ 2.01

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Shareholders' Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

On July 30, 2019, our Board of Directors approved a new $500.0 million share repurchase program with terms consistent to those of our previously authorized $250.0 million share repurchase program. The $250.0 million share repurchase program was terminated upon commencement of the new program.

Accumulated Other Comprehensive Loss

The following is a roll forward of the components of accumulated other comprehensive loss for the nine months ended September 30, 2019:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance at December 31, 2018	$	9,184		$	(35,362	)	$	(26,178	)
Other comprehensive income before reclassifications, net of tax	27,725			—			27,725
Reclassifications from accumulated other comprehensive loss, net of tax	(15,394		)	249			(15,145		)
Other comprehensive income	12,331			249			12,580
Balance at September 30, 2019	$	21,515		$	(35,113	)	$	(13,598	)

The details of the (gain)/loss reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018 are as follows:

	For the three months ended September 30,						For the nine months ended September 30,						Affected Line in Condensed Consolidated Statements of Operations
Component	2019			2018			2019			2018
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	(7,615	)	$	1,490		$	(17,327	)	$	20,438		Net revenue (1)
Foreign currency forward contracts	(968		)	(1,353		)	(2,037		)	(3,189		)	Cost of revenue (1)
Foreign currency forward contracts	—			—			—			1,376			Other, net (1)
Total, before taxes	(8,583		)	137			(19,364		)	18,625			Income before taxes
Income tax effect	1,760			(34		)	3,970			(4,656		)	Provision for income taxes
Total, net of taxes	$	(6,823	)	$	103		$	(15,394	)	$	13,969		Net income
Defined benefit and retiree healthcare plans	$	115		$	171		$	362		$	488		Other, net (2)
Defined benefit and retiree healthcare plans	—			228			—			228			Restructuring and other charges, net (3)
Total, before taxes	115			399			362			716			Income before taxes
Income tax effect	(32		)	(32		)	(113		)	111			Provision for income taxes
Total, net of taxes	$	83		$	367		$	249		$	827		Net income

__________________________

⁽¹⁾  Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods.

⁽²⁾  Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost.

⁽³⁾ 

Amount represents an equity component of the Valves Business, which was sold in the third quarter of 2018. Refer to Note 5, "Restructuring and Other Charges, Net" and Note 16, "Acquisitions and Divestitures" for additional information related to the divestiture of the Valves Business.

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Basis of Presentation

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

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Share-Based Payment Plans (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of non-cash compensation expense related to equity awards

The table below presents non-cash compensation expense related to our equity awards, which is recognized within selling, general and administrative expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Stock options	$	1,499	$	1,381	$	4,987	$	4,459
Restricted securities	1,264		4,930		10,201		13,354
Share-based compensation expense	$	2,763	$	6,311	$	15,188	$	17,813

Schedule of share-based compensation arrangement by share-based payment award, weighted average grant date fair value

We granted the following options under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2019:

Options Granted To:	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value		Vesting Period
Various executives and employees	382	$	13.90	25% per year over four years

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2010 Equity Plan during the nine months ended September 30, 2019:

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)	257	N/A	$	47.98
Directors	RSU (1)	28	N/A	$	43.92
Various executives and employees	PRSU (2)	138	0.0% - 172.5%	$	46.92
Various executives and employees	PRSU (2)	76	0.0% - 150.0%	$	46.92

__________________________

⁽¹⁾  RSUs granted during the nine months ended September 30, 2019 vest on various dates between March 2020 and August 2022.

⁽²⁾ 

PRSUs granted during the nine months ended September 30, 2019 vest in April and August 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 28,341	$ 24,562	$ 80,649	$ 62,086

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Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Adjustments for New Lease Guidance

The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance:

	December 31, 2018		Adjustment			January 1, 2019
Prepaid expenses and other current assets	$	113,234	$	(253	)	$	112,981
Other intangible assets, net	$	897,191	$	(1,510	)	$	895,681
Other assets	$	86,890	$	58,496		$	145,386
Accrued expenses and other current liabilities	$	218,130	$	12,119		$	230,249
Other long-term liabilities	$	39,277	$	44,614		$	83,891

Schedule of Amounts Recognized in Consolidated Balance Sheet

The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of September 30, 2019 related to our operating and finance leases:

	September 30, 2019
Operating lease right-of-use assets:
Other assets	$	56,200
Total operating lease right-of-use assets	$	56,200
Operating lease liabilities:
Accrued expenses and other current liabilities	$	10,773
Other long-term liabilities	45,695
Total operating lease liabilities	$	56,468
Finance lease right-of-use assets:
Property, plant and equipment, at cost	$	49,714
Accumulated depreciation	(23,864		)
Property, plant and equipment, net	$	25,850
Finance lease liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	2,116
Finance lease and other financing obligations, less current portion	29,209
Total finance lease liabilities	$	31,325

Lease Cost

The table below presents our weighted-average discount rate as of September 30, 2019:

	September 30, 2019
Operating leases	5.7	%
Finance leases	8.5	%

The table below presents the lease liabilities arising from obtaining right-of-use assets in the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating leases	$	3,837
Finance leases	$	—

The table below presents the cash paid related to our operating and finance leases for the nine months ended September 30, 2019:

	For the nine months ended
	September 30, 2019
Operating cash flows from operating leases	$	11,887
Operating cash flows from finance leases	$	1,961
Financing cash flows from finance leases	$	1,264

The table below presents the weighted-average remaining lease term of our operating and finance leases (in years):

	September 30, 2019
Operating leases	8.1
Finance leases	12.7

The table below presents our total lease cost for the three and nine months ended September 30, 2019:

	For the three months ended		For the nine months ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	3,817	$	12,041
Finance lease cost:
Amortization of right-of-use assets	$	452	$	1,356
Interest on lease liabilities	671		2,031
Total finance lease cost	$	1,123	$	3,387

Maturity of Obligations related to Financing Leases

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of September 30, 2019:

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	3,869		$	1,434
2020	13,861			4,513
2021	10,317			4,035
2022	8,344			3,685
2023	7,080			3,744
Thereafter	29,960			36,228
Total undiscounted cash flows related to lease liabilities	73,431			53,639
Less imputed interest	(16,963		)	(22,314		)
Total lease liabilities	$	56,468		$	31,325

Maturity of Obligations related to Operating Leases

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of September 30, 2019:

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	3,869		$	1,434
2020	13,861			4,513
2021	10,317			4,035
2022	8,344			3,685
2023	7,080			3,744
Thereafter	29,960			36,228
Total undiscounted cash flows related to lease liabilities	73,431			53,639
Less imputed interest	(16,963		)	(22,314		)
Total lease liabilities	$	56,468		$	31,325

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Restructuring and Other Charges, Net - Schedule of Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Restructuring and Related Activities [Abstract]
Severance costs, net	$ 5,549	$ 4,888	$ 23,035	$ 8,208
Facility and other exit costs	208	187	245	877
Gain on sale of Valves Business	0	(63,688)	0	(63,688)
Other	664	5,915	4,760	5,915
Restructuring and other charges, net	$ 6,421	$ (52,698)	$ 28,040	$ (48,688)

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Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Foreign currency forward contracts | Net revenue | Cash flow hedge
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income	$ 19,797	$ 7,190	$ 30,124	$ 22,993
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	7,615	(1,490)	17,327	(20,438)
Foreign currency forward contracts | Cost of revenue | Cash flow hedge
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income	(2,514)	6,464	3,946	11,122
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	968	1,353	2,037	3,189
Foreign currency forward contracts | Other, net | Cash flow hedge
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income			0	0
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income			0	(1,376)
Foreign currency forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) Recognized in Net Income	1,289	3,668	2,806	4,494
Commodity forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) Recognized in Net Income	$ 1,786	$ (4,233)	$ 2,807	$ (8,854)

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Fair Value Measures Equity instruments without readily determinable fair values (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]
Equity investment	$ 53,700	$ 50,000
Quanergy Systems, Inc.
Schedule of Equity Method Investments [Line Items]
Equity investment	50,000	50,000
Lithium Balance A/S
Schedule of Equity Method Investments [Line Items]
Equity investment	$ 3,700	$ 0

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Debt - Debt Schedule (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 20, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Less: discount	$ (12,296)		$ (15,169)
Less: deferred financing costs	(25,545)		(23,159)
Less: current portion	(4,630)		(9,704)
Long-term debt, net	3,219,412		3,219,762
Finance lease and other financing obligations	32,648		35,475
Less: current portion	(3,233)		(4,857)
Finance lease and other financing obligations, less current portion	$ 29,415		30,618
4.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.875%
5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.625%
5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.00%
6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	6.25%
4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.375%
Secured Debt | Term Loan
Debt Instrument [Line Items]
Gross long-term debt	$ 461,883		917,794
Senior Notes | 4.875% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	500,000		500,000
Senior Notes | 5.625% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	400,000		400,000
Senior Notes | 5.0% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	700,000		700,000
Senior Notes | 6.25% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 750,000		750,000
Senior Notes | 4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.375%	4.375%
Gross long-term debt	$ 450,000	$ 450,000	$ 0

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Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted-average ordinary shares outstanding (in shares)	160,458	167,290	161,774	170,045
Dilutive effect of stock options (in shares)	530	886	578	898
Dilutive effect of unvested restricted securities (in shares)	320	418	417	438
Diluted weighted-average ordinary shares outstanding (in shares)	161,308	168,594	162,769	171,381

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Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	$ 2,617,063	$ 2,522,807	$ 2,608,434	$ 2,345,626
Other comprehensive income	7,000	13,953	12,580	44,203
Ending Balance	2,602,888	2,355,498	2,602,888	2,355,498
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance			9,184
Other comprehensive income before reclassifications, net of tax			27,725
Reclassifications from accumulated other comprehensive loss, net of tax			(15,394)
Other comprehensive income			12,331
Ending Balance	21,515		21,515
Defined Benefit and Retiree Healthcare Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance			(35,362)
Other comprehensive income before reclassifications, net of tax			0
Reclassifications from accumulated other comprehensive loss, net of tax			249
Other comprehensive income			249
Ending Balance	(35,113)		(35,113)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(20,598)	(32,914)	(26,178)	(63,164)
Other comprehensive income before reclassifications, net of tax			27,725
Reclassifications from accumulated other comprehensive loss, net of tax			(15,145)
Other comprehensive income			12,580
Ending Balance	$ (13,598)	$ (18,961)	$ (13,598)	$ (18,961)

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Leases - Lease Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating leases	$ 3,837
Finance leases	$ 0

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Leases - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2019
Leases [Abstract]
Weighted average remaining lease term - operating leases	8 years 1 month 6 days
Weighted average remaining lease term - finance leases	12 years 8 months 12 days
Weighted average discount rate - operating lease	5.70%
Weighted average discount rate - finance lease	8.50%

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Inventories

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

Inventories

The components of inventories as of September 30, 2019 and December 31, 2018 were as follows:

	September 30, 2019		December 31, 2018
Finished goods	$	193,143	$	187,095
Work-in-process	103,536		104,405
Raw materials	206,260		200,819
Inventories	$	502,939	$	492,319

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Restructuring and Other Charges, Net

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

Restructuring and other charges, net for the three and nine months ended September 30, 2019 and 2018 were as follows:

	For the three months ended					For the nine months ended
	September 30, 2019		September 30, 2018			September 30, 2019		September 30, 2018
Severance costs, net (1)	$	5,549	$	4,888		$	23,035	$	8,208
Facility and other exit costs	208		187			245		877
Gain on sale of Valves Business (2) (4)	—		(63,688		)	—		(63,688		)
Other (3) (4)	664		5,915			4,760		5,915
Restructuring and other charges, net	$	6,421	$	(52,698	)	$	28,040	$	(48,688	)

___________________________________

⁽¹⁾  Severance costs, net for the three and nine months ended September 30, 2019 and 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations. Severance costs, net for the three months ended September 30, 2019 primarily comprise termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany. Severance costs, net for the nine months ended September 30, 2019 also included a charge of approximately $13 million related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. The majority of these benefits were paid in the third quarter of 2019.

⁽²⁾  In the three months ended September 30, 2018 we completed the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business").

⁽³⁾  Other charges in the three and nine months ended September 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC ("GIGAVAC"). Other charges in the three and nine months ended September 30, 2018 included incremental direct costs in order to transact the sale of the Valves Business.

⁽⁴⁾  Refer to Note 16, "Acquisitions and Divestitures," for further discussion of the acquisition of GIGAVAC and the divestiture of the Valves Business.

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2019 were as follows:

	Severance
Balance at December 31, 2018	$	6,591
Charges, net of reversals	23,035
Payments	(18,283		)
Impact of changes in foreign currency exchange rates	(251		)
Balance at September 30, 2019	$	11,092

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Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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

Net working capital, excluding cash	$	16,980
Property, plant and equipment	4,384
Goodwill	113,731
Other intangible assets	122,742
Other assets	63
Deferred income tax liabilities	(27,000		)
Other long-term liabilities	(1,000		)
Fair value of net assets acquired, excluding cash and cash equivalents	229,900
Cash and cash equivalents	359
Fair value of net assets acquired	$	230,259

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets:
Customer relationships	$	74,500	10
Completed technologies	31,040		13
Tradenames	15,400		15
Other	1,802		6
Total definite-lived intangible assets acquired	$	122,742	12

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

We recorded provision for income taxes of the following in the periods presented:

	For the three months ended				For the nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Provision for income taxes	$	28,341	$	24,562	$	80,649	$	62,086

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Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of long-term debt and capital lease and other financing obligations

Our long-term debt and finance lease and other financing obligations as of September 30, 2019 and December 31, 2018 consisted of the following:

	Maturity Date	September 30, 2019			December 31, 2018
Term Loan	September 20, 2026	$	461,883		$	917,794
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
4.375% Senior Notes	February 15, 2030	450,000			—
Less: discount		(12,296		)	(15,169		)
Less: deferred financing costs		(25,545		)	(23,159		)
Less: current portion		(4,630		)	(9,704		)
Long-term debt, net		$	3,219,412		$	3,219,762
Finance lease and other financing obligations		$	32,648		$	35,475
Less: current portion		(3,233		)	(4,857		)
Finance lease and other financing obligations, less current portion		$	29,415		$	30,618