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 March 31, 2021

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.)

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 April 15, 2021, 158,109,854 ordinary shares were outstanding.

TABLE OF CONTENTS

PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020	4
		Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three Months Ended March 31, 2021 and 2020	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2021 and 2020	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4.	Controls and Procedures	32
PART II
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 3.	Defaults Upon Senior Securities	33
	Item 6.	Exhibits	34
		Signatures	35

2

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

	March 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	1,893,926	$	1,861,980
Accounts receivable, net of allowances of $18,891 and $19,033 as of March 31, 2021 and December 31, 2020, respectively	641,161		576,647
Inventories	468,446		451,005
Prepaid expenses and other current assets	102,592		90,340
Total current assets	3,106,125		2,979,972
Property, plant and equipment, net	796,419		803,825
Goodwill	3,124,939		3,111,349
Other intangible assets, net of accumulated amortization of $2,176,498 and $2,145,634 as of March 31, 2021 and December 31, 2020, respectively	676,072		691,549
Deferred income tax assets	80,023		84,785
Other assets	161,614		172,722
Total assets	$	7,945,192	$	7,844,202
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	9,678	$	757,205
Accounts payable	431,084		393,907
Income taxes payable	21,498		19,215
Accrued expenses and other current liabilities	311,261		324,830
Total current liabilities	773,521		1,495,157
Deferred income tax liabilities	262,673		259,857
Pension and other post-retirement benefit obligations	43,074		48,002
Finance lease and other financing obligations, less current portion	27,605		27,931
Long-term debt, net	3,961,397		3,213,747
Other long-term liabilities	86,279		94,022
Total liabilities	5,154,549		5,138,716
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 173,533 and 173,266 shares issued as of March 31, 2021 and December 31, 2020, respectively	2,223		2,220
Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020	(784,596)		(784,596)
Additional paid-in capital	1,775,320		1,759,668
Retained earnings	1,831,241		1,777,729
Accumulated other comprehensive loss	(33,545)		(49,535)
Total shareholders’ equity	2,790,643		2,705,486
Total liabilities and shareholders’ equity	$	7,945,192	$	7,844,202

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
	March 31, 2021		March 31, 2020
Net revenue	$	942,528	$	774,269
Operating costs and expenses:
Cost of revenue	635,349		566,406
Research and development	35,956		34,453
Selling, general and administrative	77,123		77,221
Amortization of intangible assets	32,064		33,092
Restructuring and other charges, net	4,582		4,498
Total operating costs and expenses	785,074		715,670
Operating income	157,454		58,599
Interest expense, net	(44,043)		(39,403)
Other, net	(39,397)		(12,281)
Income before taxes	74,014		6,915
Provision for/(benefit from) income taxes	20,281		(1,516)
Net income	$	53,733	$	8,431
Basic net income per share	$	0.34	$	0.05
Diluted net income per share	$	0.34	$	0.05

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

4

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income/(Loss)

(In thousands)

(unaudited)

	For the three months ended
	March 31, 2021		March 31, 2020
Net income	$	53,733	$	8,431
Other comprehensive income/(loss):
Cash flow hedges	14,278		(19,334)
Defined benefit and retiree healthcare plans	1,712		3,342
Other comprehensive income/(loss)	15,990		(15,992)
Comprehensive income/(loss)	$	69,723	$	(7,561)

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 three months ended
	March 31, 2021		March 31, 2020
Cash flows from operating activities:
Net income	$	53,733	$	8,431
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	31,197		34,679
Amortization of debt issuance costs	1,711		1,631
Share-based compensation	5,099		6,084
Loss on debt financing	30,066		—
Amortization of intangible assets	32,064		33,092
Deferred income taxes	130		(4,100)
Loss on litigation judgment	—		29,200
Unrealized loss on derivative instruments and other	8,797		11,040
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(62,198)		21,458
Inventories	(16,857)		(7,596)
Prepaid expenses and other current assets	(4,971)		5,625
Accounts payable and accrued expenses	26,409		(19,962)
Income taxes payable	2,283		(15,844)
Other	(2,952)		(5,194)
Net cash provided by operating activities	104,511		98,544
Cash flows from investing activities:
Acquisitions, net of cash received	(20,406)		—
Additions to property, plant and equipment and capitalized software	(27,172)		(29,547)
Investment in debt and equity securities	(1,799)		(5,217)
Other	340		1,928
Net cash used in investing activities	(49,037)		(32,836)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	10,556		709
Payment of employee restricted stock tax withholdings	(221)		(15)
Proceeds from borrowings on debt	750,000		—
Payments on debt	(752,753)		(2,375)
Payments to repurchase ordinary shares	—		(35,175)
Payments of debt financing costs	(31,110)		—
Net cash used in financing activities	(23,528)		(36,856)
Net change in cash and cash equivalents	31,946		28,852
Cash and cash equivalents, beginning of period	1,861,980		774,119
Cash and cash equivalents, end of period	$	1,893,926	$	802,971

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 December 31, 2020	173,266	$	2,220	(15,631)	$	(784,596)	$	1,759,668	$	1,777,729	$	(49,535)	$	2,705,486
Surrender of shares for tax withholding	—	—		(4)	(221)		—		—		—		(221)
Stock options exercised	259	3		—	—		10,553		—		—		10,556
Vesting of restricted securities	12	—		—	—		—		—		—		—
Retirement of ordinary shares	(4)	—		4	221		—		(221)		—		—
Share-based compensation	—	—		—	—		5,099		—		—		5,099
Net income	—	—		—	—		—		53,733		—		53,733
Other comprehensive income	—	—		—	—		—		—		15,990		15,990
Balance as of March 31, 2021	173,533	$	2,223	(15,631)	$	(784,596)	$	1,775,320	$	1,831,241	$	(33,545)	$	2,790,643

	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, 2019	172,561	$	2,212	(14,733)	$	(749,421)	$	1,725,091	$	1,616,357	$	(20,484)	$	2,573,755
Surrender of shares for tax withholding	—	—		—	(15)		—		—		—		(15)
Stock options exercised	34	—		—	—		709		—		—		709
Vesting of restricted securities	1	—		—	—		—		—		—		—
Repurchase of ordinary shares	—	—		(898)	(35,175)		—		—		—		(35,175)
Retirement of ordinary shares	—	—		—	15		—		(15)		—		—
Share-based compensation	—	—		—	—		6,084		—		—		6,084
Net income	—	—		—	—		—		8,431		—		8,431
Other comprehensive loss	—	—		—	—		—		—		(15,992)		(15,992)
Balance as of March 31, 2020	172,596	$	2,212	(15,631)	$	(784,596)	$	1,731,884	$	1,624,773	$	(36,476)	$	2,537,797

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/(loss), cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its 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 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report").

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

Certain reclassifications have been made to prior periods to conform to current period presentation.

2. New Accounting Standards

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

3. Revenue Recognition

The following table presents net revenue disaggregated by segment and end market for the three months ended March 31, 2021 and 2020:

	For the three months ended March 31, 2021						For the three months ended March 31, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	536,713	$	11,500	$	548,213	$	437,703	$	8,236	$	445,939
HVOR (1)	177,799		—		177,799		130,986		—		130,986
Industrial	—		90,475		90,475		—		80,599		80,599
Appliance and HVAC (2)	—		59,916		59,916		—		45,396		45,396
Aerospace	—		32,677		32,677		—		42,124		42,124
Other	—		33,448		33,448		—		29,225		29,225
Total	$	714,512	$	228,016	$	942,528	$	568,689	$	205,580	$	774,269

________________________

(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

4. Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Stock options	$	460	$	2,489
Restricted securities	4,639		3,595
Share-based compensation expense	$	5,099	$	6,084

8

5. Restructuring and Other Charges, Net

On June 30, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the coronavirus ("COVID-19") pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures. The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the demand levels that we anticipate in the coming quarters. We have taken a large portion of the actions contemplated under the Q2 2020 Global Restructure Program, with the majority of the remaining actions expected to be completed on or before June 30, 2021.

Over the life of the Q2 2020 Global Restructure Program, the reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 880 positions, for which we expect to incur severance charges of between $31.0 million and $33.7 million. In addition, over the life of the Q2 2020 Global Restructure Program, we expect to incur between $6.0 million and $8.0 million related to site closures. We expect to settle these charges with cash on hand.

We expect these restructuring charges to impact our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	180	$	10.7	$	11.6	$	3.0	$	4.0
Sensing Solutions	286	8.9		9.6		3.0		4.0
Corporate and other (1)	414	11.4		12.5		—		—
Total	880	$	31.0	$	33.7	$	6.0	$	8.0

___________________________________

(1)    The majority of these positions relate to engineering and manufacturing operations, which are allocated to corporate and other. However, these restructuring actions will benefit the results of Performance Sensing and Sensing Solutions as well.

Charges recognized in the three months ended March 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. Approximately $0.8 million of these charges relate to site closures in Sensing Solutions. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income.

	For the three months ended March 31, 2021
Performance Sensing	$	296
Sensing Solutions	1,528
Restructuring and other charges	$	1,824

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Q2 2020 Global Restructure Program charges	$	1,824	$	—
Other restructuring charges
Severance costs, net (1)	186		3,897
Facility and other exit costs	666		—
Other	1,906		601
Restructuring and other charges, net	$	4,582	$	4,498

___________________________________

(1)    Severance costs, net for the three months ended March 31, 2020 were primarily related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

9

The following table presents a rollforward of the severance portion of our restructuring obligations for the three months ended March 31, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	1,073		186		1,259
Payments	(3,054)		(519)		(3,573)
Foreign currency remeasurement	(207)		(17)		(224)
Balance at March 31, 2021	$	8,654	$	3,687	$	12,341

The severance liability as of March 31, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

6. Other, Net

The following table presents the components of other, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Currency remeasurement (loss)/gain on net monetary assets	$	(1,477)	$	1,553
Loss on foreign currency forward contracts	(958)		(3,781)
Loss on commodity forward contracts	(1,153)		(5,575)
Loss on debt refinancing	(30,066)		—
Net periodic benefit cost, excluding service cost	(2,410)		(4,381)
Other	(3,333)		(97)
Other, net	$	(39,397)	$	(12,281)

7. Income Taxes

The following table presents the provision for/(benefit from) income taxes for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Provision for/(benefit from) income taxes	$	20,281	$	(1,516)

The increase in total tax from the prior period was predominantly related to the overall increase in income before taxes as impacted by the mix of profits in the various jurisdictions in which we operate.

In response to the global financial and health crisis caused by COVID-19, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") on March 27, 2020. Federal limitations on interest deductions were reduced in connection with this legislation, and we recorded a deferred tax benefit of $7.5 million in the three months ended March 31, 2020, as we were able to utilize additional interest expense that was previously subject to a valuation allowance.

The provision for/(benefit from) income taxes consists of (1) 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 (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (b) changes in net operating loss carryforwards, (c) changes in tax rates, and (d) changes in our assessment of the realizability of our deferred tax assets.

10

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 months ended March 31, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2021	March 31, 2020
Basic weighted-average ordinary shares outstanding	157,764	157,599
Dilutive effect of stock options	708	334
Dilutive effect of unvested restricted securities	758	452
Diluted weighted-average ordinary shares outstanding	159,230	158,385

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

	For the three months ended
	March 31, 2021	March 31, 2020
Anti-dilutive shares excluded	6	1,385
Contingently issuable shares excluded	950	596

9. Inventories

The following table presents the components of inventories as of March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Finished goods	$	152,729	$	170,488
Work-in-process	96,730		87,006
Raw materials	218,987		193,511
Inventories	$	468,446	$	451,005

10. Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2021 and 2020 were as follows:

	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2021		2020		2021		2020		2021		2020		2021		2020
Service cost	$	—	$	—	$	2	$	2	$	978	$	769	$	980	$	771
Interest cost	120		267		21		37		404		315		545		619
Expected return on plan assets	(226)		(433)		—		—		(178)		(174)		(404)		(607)
Amortization of net loss	401		295		—		10		459		236		860		541
Amortization of prior service (credit)/cost	—		—		(159)		(196)		3		2		(156)		(194)
Loss on settlement	1,565		4,022		—		—		—		—		1,565		4,022
Net periodic benefit cost/(credit)	$	1,860	$	4,151	$	(136)	$	(147)	$	1,666	$	1,148	$	3,390	$	5,152

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

11

11. Debt

Our long-term debt, finance lease, and other financing obligations as of March 31, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	March 31, 2021		December 31, 2020
Term Loan	September 20, 2026	$	454,938	$	456,096
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
4.375% Senior Notes	February 15, 2030	450,000		450,000
3.75% Senior Notes	February 15, 2031	750,000		750,000
4.0% Senior Notes	April 15, 2029	750,000		—
Other		2,605		—
Less: discount		(8,416)		(9,605)
Less: deferred financing costs		(30,495)		(28,114)
Less: current portion		(7,235)		(754,630)
Long-term debt, net		$	3,961,397	$	3,213,747
Finance lease and other financing obligations		$	30,048	$	30,506
Less: current portion		(2,443)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,605	$	27,931

Revolving Credit Facility

As of March 31, 2021, we had $416.1 million available under our $420.0 million revolving credit facility (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 March 31, 2021, no amounts had been drawn against these outstanding letters of credit.

6.25% Senior Notes redemption

On February 3, 2021, we announced that we intended to redeem in full the $750.0 million aggregate principal amount outstanding on our 6.25% senior notes due 2026 (the "6.25% Senior Notes"). On February 15, 2021, the “make-whole” premium with respect to the 6.25% Senior Notes expired. Accordingly, we reflected the 6.25% Senior Notes as a current liability on our consolidated balance sheet as of December 31, 2020.

We redeemed the 6.25% Senior Notes on March 5, 2021 in accordance with the terms of the indenture under which the 6.25% Senior Notes were issued and the terms of the notice of redemption at a redemption price equal to 103.125% of the aggregate principal amount of the outstanding 6.25% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date. In addition to the $750.0 million aggregate principal amount outstanding, at redemption we paid the $23.4 million premium and $2.6 million accrued interest.

4.0% Senior Notes

On March 29, 2021, our indirect, wholly-owned subsidiary, Sensata Technologies B.V. ("STBV"), completed the issuance and sale of $750.0 million aggregate principal amount of 4.0% senior notes due 2029 (the "4.0% Senior Notes"). The 4.0% Senior Notes were issued under an indenture dated as of March 29, 2021 among STBV, as issuer, The Bank of New York Mellon, as trustee (the "Trustee"), and our guarantor subsidiaries (the "Guarantors") named therein (the "4.0% Senior Notes Indenture").

The 4.0% Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries to, among other things: incur liens; engage in sale and leaseback transactions; with respect to any subsidiary of STBV, incur indebtedness without such subsidiary’s guaranteeing the 4.0% Senior Notes; or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth in the 4.0% Senior Notes Indenture.

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The 4.0% Senior Notes bear interest at 4.0% per year and mature on April 15, 2029. Interest is payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2021. The 4.0% Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STBV's wholly-owned subsidiary Sensata Technologies, Inc. ("STI") and the issuer or a guarantor under our existing senior notes as follows: STBV's 4.875% Senior Notes due 2023, 5.625% Senior Notes due 2024, and 5.0% Senior Notes due 2025; and STI's 4.375% Senior Notes due 2030 and 3.75% Senior Notes due 2031.

At any time, and from time to time, prior to April 15, 2024, STBV may redeem the 4.0% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 4.0% Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after April 15, 2024, STBV may redeem the 4.0% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date.

Period beginning April 15,	Price
2024	102.000	%
2025	101.000	%
2026 and thereafter	100.000	%

In addition, at any time prior to April 15, 2024, STBV may redeem up to 40% of the principal amount of the outstanding 4.0% Senior Notes (including additional 4.0% Senior Notes, if any, that may be issued after March 29, 2021) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 104.00%, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 4.0% Senior Notes (including additional 4.0% Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 4.0% Senior Notes will have the right to require STBV to repurchase the 4.0% Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STBV may, at its option, redeem the 4.0% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the redemption date, premium, if any, and all Additional Amounts (as defined in the 4.0% Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

On April 8, 2021, STBV completed the issuance and sale of an additional $250.0 million in aggregate principal amount of 4.0% Senior Notes (the “Additional Notes”). The Additional Notes were priced at 100.75% and were issued pursuant to the 4.0% Senior Notes Indenture, as supplemented by the First Supplemental Indenture, dated as of April 8, 2021, among STBV, the Guarantors, and the Trustee. The Additional Notes are consolidated and form a single class with the $750.0 million aggregate principal amount of 4.0% Senior Notes issued by STBV on March 29, 2021 (the “Initial Notes”). The Additional Notes have the same terms as the Initial Notes, other than with respect to the date of issuance and the issue price.

We intend to use the net proceeds from the issuance and sale of the 4.0% Senior Notes and the Additional Notes for general corporate purposes, which may include working capital, capital expenditures, the acquisition of other companies, businesses, or assets, strategic investments, the refinancing or repayment of debt, and share repurchases.

Accounting for Debt Financing Transactions

We account for our debt financing transactions as disclosed in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

In connection with the redemption of the 6.25% Senior Notes, we recorded a loss of $30.1 million, which included $23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs. In connection with the issuance of the 4.0% Senior Notes, we recognized $9.6 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 March 31, 2021 and December 31, 2020, accrued interest totaled $44.8 million and $53.6 million, respectively.

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12. Commitments and Contingencies

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

13. Shareholders' Equity

Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have an authorized $500.0 million share repurchase program under which approximately $302.3 million remained available as of March 31, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the three months ended March 31, 2021 were as follows:

	Cash Flow Hedges		Defined Benefit and Retiree Healthcare Plans		Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(6,733)	$	(42,802)	$	(49,535)
Other comprehensive loss before reclassifications, net of tax	11,530		—		11,530
Reclassifications from accumulated other comprehensive loss, net of tax	2,748		1,712		4,460
Other comprehensive income	14,278		1,712		15,990
Balance at March 31, 2021	$	7,545	$	(41,090)	$	(33,545)

The amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 were as follows:

	For the three months ended March 31,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	4,407	$	(6,623)	Net revenue (1)
Foreign currency forward contracts	(743)		(1,768)		Cost of revenue (1)
Total, before taxes	3,664		(8,391)		Income before taxes
Income tax effect	(916)		2,098		Provision for/(benefit from) income taxes
Total, net of taxes	$	2,748	$	(6,293)	Net income
Defined benefit and retiree healthcare plans	$	2,269	$	4,369	Other, net (2)
Income tax effect	(557)		(1,027)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,712	$	3,342	Net income

__________________________

(1)    Refer to Note 15: Derivative Instruments and Hedging Activities for additional information 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 information on net periodic benefit cost/(credit).

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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 March 31, 2021 and December 31, 2020 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,568	$	16,163
Commodity forward contracts	6,596		8,902
Total	$	24,164	$	25,065
Liabilities
Foreign currency forward contracts	$	7,614	$	24,660
Commodity forward contracts	1,750		310
Total	$	9,364	$	24,970

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

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2020 and determined that they were not impaired. During the three months March 31, 2021, 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 March 31, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	454,938	$	454,938	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	441,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	770,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	469,125	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	736,875	$	750,000	$	776,250
4.0% Senior Notes	$	750,000	$	761,250	$	—	$	—

___________________________________

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

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

In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values.

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

	March 31, 2021		December 31, 2020
Quanergy Systems, Inc.	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

15. Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three months ended March 31, 2021 and 2020, 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 March 31, 2021, we estimated that $6.7 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2022.

As of March 31, 2021, 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)
15.0 EUR	March 29, 2021	April 30, 2021	Euro ("EUR") to USD	1.18 USD	Not designated
320.3 EUR	Various from May 2019 to March 2021	Various from April 2021 to March 2023	EUR to USD	1.18 USD	Cash flow hedge
667.0 CNY	March 29, 2021	April 30, 2021	USD to Chinese Renminbi ("CNY")	6.58 CNY	Not designated
781.2 CNY	Various from November 2020 to January 2021	Various from April to December 2021	USD to CNY	6.64 CNY	Cash flow hedge
917.0 JPY	March 29, 2021	April 30, 2021	USD to Japanese Yen ("JPY")	109.68 JPY	Not designated
19,433.3 KRW	Various from May 2019 to March 2021	Various from April 2021 to February 2023	USD to Korean Won ("KRW")	1,151.96 KRW	Cash flow hedge
23.0 MYR	March 29, 2021	April 30, 2021	USD to Malaysian Ringgit ("MYR")	4.13 MYR	Not designated
449.0 MXN	March 29, 2021	April 30, 2021	USD to Mexican Peso ("MXN")	20.81 MXN	Not designated
2,998.8 MXN	Various from May 2019 to March 2021	Various from April 2021 to March 2023	USD to MXN	22.57 MXN	Cash flow hedge
5.5 GBP	March 29, 2021	April 30, 2021	British Pound Sterling ("GBP") to USD	1.38 USD	Not Designated
51.0 GBP	Various from May 2019 to March 2021	Various from April 2021 to March 2023	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

As of March 31, 2021, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	695,250 troy oz.	April 2021 - February 2023	$22.22
Gold	7,160 troy oz.	April 2021 - February 2023	$1,784.90
Nickel	153,661 pounds	April 2021 - February 2023	$7.06
Aluminum	2,115,667 pounds	April 2021 - February 2023	$0.88
Copper	1,689,875 pounds	April 2021 - February 2023	$3.06
Platinum	7,289 troy oz.	April 2021 - February 2023	$965.83
Palladium	774 troy oz.	April 2021 - February 2023	$2,086.90

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Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	March 31, 2021		December 31, 2020		Balance Sheet Location	March 31, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	13,616	$	11,281	Accrued expenses and other current liabilities	$	6,767	$	18,834
Foreign currency forward contracts	Other assets	3,558		4,728		Other long-term liabilities	742		5,182
Total		$	17,174	$	16,009		$	7,509	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,830	$	7,598	Accrued expenses and other current liabilities	$	939	$	149
Commodity forward contracts	Other assets	766		1,304		Other long-term liabilities	811		161
Foreign currency forward contracts	Prepaid expenses and other current assets	394		154		Accrued expenses and other current liabilities	105		644
Total		$	6,990	$	9,056		$	1,855	$	954

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the three months ended March 31, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2021		2020			2021		2020
Foreign currency forward contracts	$	18,799	$	12,544	Net revenue	$	(4,407)	$	6,623
Foreign currency forward contracts	$	(3,425)	$	(29,630)	Cost of revenue	$	743	$	1,768

Derivatives not designated as hedging instruments	Amount of Loss Recognized in Net Income				Location of Loss Recognized in Net Income
	2021		2020
Commodity forward contracts	$	(1,153)	$	(5,575)	Other, net
Foreign currency forward contracts	$	(958)	$	(3,781)	Other, net

Credit Risk Related Contingent Features

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

As of March 31, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $9.4 million. As of March 31, 2021, we had not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

16. Acquisitions

On February 11, 2021, we entered into a securities purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Xirgo Technologies, LLC ("Xirgo"), which is a leading provider of telematics and data insight, headquartered in Camarillo, California. The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Smart & Connected megatrend initiative. We expect to integrate Xirgo into our Performance Sensing reportable segment. The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate purchase price of $400.0 million of cash consideration, subject to certain post-closing items. Due to recent closing of this acquisition, the initial accounting for this

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acquisition is incomplete and we are not able to provide the disclosures otherwise required by FASB ASC Topic 805, Business Combinations.

17. Segment Reporting

In the three months ended June 30, 2020, we altered the way we measure segment operating income in order to align with a change to the performance measures provided to and used by our chief operating decision maker for purposes of assessing performance and deciding how to allocate resources to each segment. Whereas research and development ("R&D") and selling, general and administrative ("SG&A") expenses related to our megatrend initiatives were historically allocated to our operating segments, beginning in the second quarter of 2020 these amounts are presented within corporate and other. Prior period information has been recast to reflect this revised presentation.

We operate in, and report financial information for, the following two reportable segments: Performance Sensing and Sensing Solutions. In the fourth quarter of 2020, we divided the Performance Sensing reportable segment (which was previously also an operating segment) into two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments. No change was made to the composition of the Sensing Solutions reportable segment, which remains an operating segment. None of the preceding changes resulted in any impact on the overall composition of our reportable segments and prior periods were not required to be recast for this change.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets 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 of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the three months ended March 31, 2021 and 2020 (recast to reflect realignment of performance measures in the second quarter of 2020 as discussed above):

	For the three months ended
	March 31, 2021		March 31, 2020
Net revenue:
Performance Sensing	$	714,512	$	568,689
Sensing Solutions	228,016		205,580
Total net revenue	$	942,528	$	774,269
Segment operating income (as defined above):
Performance Sensing	$	195,844	$	135,046
Sensing Solutions	66,894		56,529
Total segment operating income	262,738		191,575
Corporate and other	(68,638)		(95,386)
Amortization of intangible assets	(32,064)		(33,092)
Restructuring and other charges, net	(4,582)		(4,498)
Operating income	157,454		58,599
Interest expense, net	(44,043)		(39,403)
Other, net	(39,397)		(12,281)
Income before taxes	$	74,014	$	6,915

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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. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," 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, included in our 2020 Annual Report), 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:

•Future risks and existing uncertainties associated with the COVID-19 pandemic, which continues to have a significant adverse impact on our business and operations including: (i) full or partial shutdowns of our facilities as mandated by government decrees, (ii) limited ability to adjust certain costs due to government actions, (iii) significant travel restrictions and “work-from-home” orders limiting the availability of our workforce, (iv) supplier constraints and supply-chain interruptions, (v) logistics challenges and limitations, (vi) reduced demand from certain customers, (vii) uncertainties associated with a protracted economic slowdown that could negatively affect the financial condition of our customers and suppliers, and (viii) uncertainties and volatility in the global capital markets;

•instability and changes in the global markets, including regulatory, political, economic, governmental, and military matters, such as the recent 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;

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

•market acceptance of new product introductions and product innovations;

•inability to 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;

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

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

•labor disruptions or increased labor costs;

•competitive pressure from customers that could require us to reduce prices or result in reduced demand;

•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;

•our ability to attract and retain key senior management and qualified technical, sales, and other personnel;

•foreign currency risks, changes in socioeconomic 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 senior notes indentures;

•changes to current policies, such as trade tariffs, by various governments worldwide;

•risks related to the potential for goodwill impairment;

•the impact of challenges by taxing authorities of our historical and future tax positions or our allocation of taxable income among our subsidiaries, unfavorable developments in taxation sentiments in countries where we do business, and challenges to the sovereign taxation regimes of EU member states by the European Commission and the Organization for Economic Co-operation and Development;

•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

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

In addition, the extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments, such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

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 2020 Annual Report and in the other documents that we file with the U.S. Securities and Exchange Commission (the "SEC"). You can read these documents at www.sec.gov or on our website at www.sensata.com.

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 2020 Annual Report, filed with the SEC on February 12, 2021, and the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Overview

The COVID-19 pandemic caused widespread disruptions to our company, employees, customers, suppliers, and communities in fiscal year 2020. In the first quarter of 2020, these disruptions were primarily limited to our manufacturing operations in China, most of which were closed for approximately three weeks during the quarter due to government mandates. As the virus spread to the rest of the world in March 2020, most of our operations outside of China also began to experience the impacts of the pandemic. These disruptions included, depending on the specific location, full or partial shutdowns of our facilities as mandated by government decrees, limited ability to adjust certain costs due to government actions, significant travel restrictions and “work-from-home” orders limiting the availability of our workforce, supplier constraints and material supply-chain interruptions, logistics challenges and limitations, and reduced demand from certain customers.

We acted early during the pandemic to reduce our cost structure while continuing to invest in megatrends that are shaping our end markets that we believe will enable us to deliver long-term sustainable growth. As a result, we have continued to capitalize on rapidly improving markets and supported our customers as they have returned to higher levels of production late in 2020 and during the first quarter of 2021. However, while the most severe impacts of the COVID-19 pandemic appear to be behind us, we continue to monitor leading economic indicators and third-party forecasts to help form our view of future demand.

First quarter results

The economic recovery we experienced during the second half of 2020 continued to gain momentum during the first quarter of 2021. Improved market results, combined with our response to increased demand, drove net revenue growth of 21.7% compared to the first quarter of 2020. This represented 790 basis points of market outgrowth. We use the term "market outgrowth" to describe the impact of an increasing quantity and value of our products used in customer systems and applications. It is only loosely correlated to normal unit demand fluctuations in the markets we serve.

In the first quarter of 2021, Performance Sensing net revenue increased 25.6% and Sensing Solutions net revenue increased 10.9% from the first quarter of 2020. Our automotive and HVOR businesses delivered market outgrowth of 910 basis points and 1,070 basis points, respectively. Refer to Results of Operations—Net Revenue included elsewhere in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for additional discussion.

Operating income increased 168.7% to $157.5 million in the first quarter of 2021, compared to $58.6 million in the first quarter of 2020, primarily as a result of the increased revenue discussed above and improved gross margin. The extent of this increase is a testament to our leading market positions and the strength and flexibility of our manufacturing and commercial model. Refer to Results of Operations—Operating costs and expenses—Cost of revenue included elsewhere in this MD&A for additional discussion of our improved gross margin.

Net income increased $45.3 million to $53.7 million in the first quarter of 2021, compared to $8.4 million in the first quarter of 2020. This increase was primarily a result of increased operating income, partially offset by the loss on redemption of the 6.25% Senior Notes as discussed at Results of Operations—Other, net and higher taxes as discussed at Results of Operations—Provision for/(benefit from) income taxes.

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Forward-looking information

For the full year 2021, while a degree of market uncertainty remains, in particular with respect to the impact of the industry-wide semiconductor shortage, we are anticipating a continuation of improved and stable economic and business conditions. We are also anticipating a return to normal seasonality. We continue to expect to deliver industry-leading margins for our shareholders, while also increasing investments in our growth opportunities and our people. Our targeted market outgrowth for the automotive business is 400-600 basis points. Our targeted market outgrowth for the HVOR business is 600-800 basis points. For the past three years, on average, we have delivered market outgrowth in our automotive and HVOR businesses of 560 basis points and 780 basis points, respectively, near the top of those ranges.

Automotive production is expected to rebound sharply this year from last year, but at a pace slightly lower than expected in February given production slowdowns caused by the global semiconductor shortage. Global automotive production for the full year 2021 is now expected to grow 12% from the prior year. Record low inventory levels at our automotive customers, especially in North America, will help propel strong growth later in 2021. Offsetting the slower than expected automotive production growth, our HVOR and industrial end markets are now expected to grow faster in 2021 than we had communicated in February.

One headwind affecting our outlook for 2021 is the expected impact from the global semiconductor shortage facing the automotive supply chain, as well as other sectors, due in part to large-scale shutdowns early in 2020 caused by the COVID-19 pandemic. Semiconductors are the technology used to make microchips, and this shortage has resulted in paused production on certain vehicles and increased costs to procure microchips. This shortage has impacted our margins in the first quarter of 2021, and we believe it will continue to have an adverse impact on our operating costs in the remainder of fiscal year 2021.

Megatrends

We continue to demonstrate progress in our megatrend initiatives as we increase our investments to pursue these large, fast-growing markets driven by secular trends. We intend to expand our solutions for these areas organically, through third party collaboration, and through acquisitions, including technology collaborations and partnerships with third parties. We see numerous opportunities to utilize our strong financial position, engineering capabilities, supply chain, and customer relationships to meaningfully enlarge our addressable markets through organic efforts as well as bolt-on acquisitions and partnerships within these megatrends.

Our automotive addressable market is large today and growing rapidly. Applications in internal combustion vehicles make up most of our current automotive addressable market, which is expected to continue to grow over the next 10 years, even with the shift in type of vehicles produced. In addition, while the Electrification applications that we serve represent a smaller market today, these applications are expected to grow very rapidly until they become an even larger opportunity for us than internal combustion engines by 2030. As a result, we’re expecting a doubling of our automotive addressable market by 2030.

The rapid introduction of new electric vehicles provides a healthy tailwind for our revenue growth. Our content in electric vehicles represents a 20% uplift in content value as compared to internal combustion vehicles of a similar class. This content uplift is derived from the broad array of our sensors and other components that we design into battery electric vehicles, in many cases using the same underlying technology product families that we use in internal combustion vehicles. Additionally, certain sensors carry over directly from internal combustion vehicles, such as brake pressure and tire pressure sensors. We also build additional sensors or devices unique to electric vehicles, such as contactors and electric motor position sensors. We are broadening and deepening our product portfolio to support this expanding segment. In the first quarter, we completed the acquisition of Lithium Balance to add battery management systems to our product capabilities.

In addition, we achieved a meaningful milestone in our Electrification megatrend initiative when we agreed to a joint venture with Churod Electronics ("Churod") on April 8, 2021. This joint venture extends our electrical protection capabilities to mass-market electric vehicles and other electrified equipment worldwide and expands our contactor capabilities in the automotive market to vehicles that have shorter ranges and longer charging times, which are more common in Asia. This enables us to offer a broader electrification solution set for electric vehicle manufacturers globally. The joint venture will provide medium-voltage contactors to transportation original equipment manufacturers ("OEMs") in China, and we will sell the product line to customers elsewhere in the world. Churod will contribute access to its ceramic, high-levitation contactor intellectual property. These contactors are optimized for medium-voltage applications in the 150 amp to 400 amp range common in mass-market vehicles. They will also dedicate engineering resources and contribute manufacturing equipment to the joint venture. Sensata will contribute $9.5 million and will dedicate application engineers and salespeople.

Our Electrification megatrend initiative does not only represent a market opportunity in electric vehicles, but also electrified heavy vehicles and the charging infrastructure necessary to support this ecosystem. We see additional opportunities in industrial and grid applications, some of which are more nascent today. Sensata is already a leading provider of high-voltage protection

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on electric vehicles and charging infrastructure and we seek to be the partner of choice for heavy vehicle and industrial OEMs transitioning to electrified solutions as well. We also intend to participate in other areas of the evolving market that enable Electrification to become more widespread.

In our Smart & Connected megatrend initiative, we acquired Xirgo, a leading telematics and data insights provider for fleet management across the transportation and logistics segments, on April 1, 2021. Refer to the section Xirgo below for additional information. In addition, during the first quarter of 2021, we signed up another North American fleet customer to begin installation of our Smart & Connected solution set, demonstrating our ability to move from selling hardware to providing data insight solutions on a monthly recurring subscription model.

We believe that the overall market environment may continue to provide opportunities to further strengthen our portfolio through strategically important, value-creating acquisitions and/or joint ventures. In addition, we are pursuing new technology collaborations and partnerships with third parties to expand our capabilities and accelerate our megatrend growth.

Xirgo

On April 1, 2021, we completed the acquisition of Xirgo, headquartered in Camarillo, California, for $400 million. This acquisition represents a meaningful milestone in our Smart & Connected megatrend initiative, greatly expanding our ability to provide data insights to transportation and logistics customers, as well as adding a new customer base for these solutions. Xirgo brings a comprehensive suite of telematics and asset tracking devices, cloud-based data insight solutions, as well as emerging sensing applications and data services. Xirgo is complementary to, and meaningfully extends, our organic Smart & Connected solution for commercial fleet managers. This acquisition is consistent with our strategy to move beyond serving vehicle OEMs and engage with the broader transportation and logistics ecosystem. Xirgo expands our Smart & Connected addressable markets by adding cargo, container, and light-vehicle fleet management to our heavy vehicle OEM and fleet focus.

Xirgo is expected to generate more than $100 million in annualized revenue in 2021 and grow in excess of 20% per year over the next several years. We already have committed orders for more than 80% of the revenue we expect Xirgo to generate for the remainder of 2021. We expect to integrate Xirgo into our Performance Sensing reportable segment. Refer to Note 16: Acquisitions of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information.

Liquidity

We have sufficient cash to take advantage of strategic opportunities as they arise. At December 31, 2020, we had cash and cash equivalents of $1,862.0 million. In the first quarter of 2021, we generated operating cash flows of $104.5 million, ending the quarter with cash and cash equivalents of $1,893.9 million. In the first quarter of 2021, we used the flexibility provided by such a large cash balance to lower our cost of capital and extend our debt maturity, by redeeming the 6.25% Senior Notes and issuing the 4.0% Senior Notes. Refer to Overview—Debt Transactions below for additional discussion of these transactions. On April 1, 2021, we used $400.0 million to acquire Xirgo, which will help advance our Smart & Connected megatrend initiative. Refer to Overview—Xirgo above for additional discussion of this acquisition. In addition, on April 8, 2021, we took advantage of continued favorability in the capital markets and issued an additional $250.0 million of 4.0% Senior Notes.

Debt Transactions

On March 5, 2021, we took advantage of our large cash balance and redeemed the $750.0 million aggregate principal amount outstanding on the 6.25% Senior Notes. The redemption was at a price of 103.125% of principal, resulting in additional payment of $23.4 million upon redemption. We recorded a loss of $30.1 million as a result of this transaction, consisting primarily of the premium payment and write-off of deferred financing costs. Subsequently, on March 29, 2021, we issued $750.0 million aggregate principal amount of 4.0% Senior Notes (at par) and on April 8, 2021, we issued an additional $250.0 million of 4.0% Senior Notes at a price of 100.75%. The combined effect of these transactions was to extend the average maturity of our debt profile and lower our total cost of fixed debt by 80 basis points to 4.5% as compared to the first quarter of 2020. Refer to Note 11: Debt of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on these transactions and our overall debt. Proceeds from the 4.0% Senior Notes will be used for general corporate purposes, to fund future acquisitions and our capital deployment strategy, and for future debt repayments.

Q2 2020 Global Restructure Program

On June 30, 2020, in response to the potential long-term impact of the COVID-19 pandemic on our business, we commenced the Q2 2020 Global Restructure Program, consisting of voluntary and involuntary reductions-in-force and certain site closures, in order to align our cost structure to the demand levels that we anticipate in the coming quarters. Over the life of the Q2 2020

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Global Restructure Program, the reductions in force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 880 positions, for which we expect to incur severance charges of between $31.0 million and $33.7 million. In addition, over the life of the Q2 2020 Global Restructure Program, we expect to incur between $6.0 million and $8.0 million related to site closures.

The majority of the actions under the Q2 2020 Global Restructure Program are expected to be completed on or before June 30, 2021. Including charges of $1.8 million in the first quarter of 2021, we have recognized charges of $26.3 million since inception of the Q2 2020 Global Restructure Program, of which $24.9 million have been severance charges and $1.4 million have been facility exit costs. As of March 31, 2021, our severance liability related to the Q2 2020 Global Restructure Program was $8.7 million, which is presented in accrued expenses and other current liabilities of our condensed consolidated balance sheets. We expect to settle these charges with cash on hand.

We expect that the actions taken in the Q2 2020 Global Restructure Program will generate approximately $43 million in annual savings of personnel- and facilities-related costs. We continue to realize savings in the in the first quarter of 2021 related to both the Q2 2020 Global Restructure Program and from ongoing cost reduction activities and spend controls. Such savings represented approximately $7 million in the first quarter of 2021.

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 months ended March 31, 2021 compared to the three months ended March 31, 2020. 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
	March 31, 2021				March 31, 2020
	Amount		Margin*		Amount		Margin*
Net revenue:
Performance Sensing	$	714.5	75.8	%	$	568.7	73.4	%
Sensing Solutions	228.0		24.2		205.6		26.6
Net revenue	942.5		100.0		774.3		100.0
Operating costs and expenses	785.1		83.3		715.7		92.4
Operating income	157.5		16.7		58.6		7.6
Interest expense, net	(44.0)		(4.7)		(39.4)		(5.1)
Other, net	(39.4)		(4.2)		(12.3)		(1.6)
Income before taxes	74.0		7.9		6.9		0.9
Provision for/(benefit from) income taxes	20.3		2.2		(1.5)		(0.2)
Net income	$	53.7	5.7	%	$	8.4	1.1	%

__________________________

*     Represents the amount presented divided by total net revenue.

Net Revenue

Net revenue for the first quarter of 2021 increased 21.7% compared to the first quarter of 2020 largely due to improved market results and our continued outperformance relative to those markets. Excluding an increase of 2.9% attributed to changes in foreign currency exchange rates, net revenue for the first quarter of 2021 increased 18.8% on an organic basis. This represents a market outgrowth of 790 basis points. We are continuing to monitor all of our end markets and customers to ensure that our resources are balanced against forecasts and prioritized against critical growth opportunities. Organic revenue growth (or decline), presented throughout this MD&A, is a financial measure not presented in accordance with U.S. GAAP. Refer to the section entitled Non-GAAP Financial Measures below for additional information related to our use of organic revenue growth (or decline).

Performance Sensing

Performance Sensing net revenue for the first quarter of 2021 increased 25.6% compared to the first quarter of 2020. Excluding an increase of 3.2% attributed to changes in foreign currency exchange rates, Performance Sensing net revenue for the first quarter of 2021 increased 22.4% on an organic basis. Both the automotive and HVOR businesses contributed positively to these results.

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Automotive net revenue for the first quarter of 2021 grew 22.6% compared to the first quarter of 2020. Excluding growth of 3.3% attributed to changes in foreign currency exchange rates, automotive net revenue for the first quarter of 2021 grew 19.3% on an organic basis. This increase is primarily due to recovery of customer production combined with our continued outperformance relative to the automotive market, which was led by continued new product launches in powertrain and emissions, safety, and electrification-related applications and systems. Market outgrowth was 910 basis points compared to total market growth of 10.2% in the first quarter of 2021.

HVOR net revenue for the first quarter of 2021 grew 35.7% compared to the first quarter of 2020. Excluding growth of 2.9% attributed to changes in foreign currency exchange rates, HVOR net revenue for the first quarter of 2021 grew 32.8% on an organic basis. This increase is primarily due to recovery of customer production combined with our continued outperformance relative to the HVOR markets. Our China on-road truck business continued to achieve better than expected growth, primarily from the adoption of NS6 emissions regulations as well as the benefit from a wave of electromechanical operator controls being installed in new off-road equipment. Market outgrowth was 1,070 basis points compared to total market growth of 22.1% in the first quarter of 2021.

Sensing Solutions

Sensing Solutions net revenue for the first quarter of 2021 increased 10.9% compared to the first quarter of 2020. Excluding growth of 2.1% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue for the first quarter of 2021 grew 8.8% on an organic basis. The increase in net revenue was driven by continued growth in industrial markets (particularly HVAC), new electrification launches, and supply chain restocking, partially offset by the impacts of a decline in the aerospace industry. The decline in the aerospace industry has continued throughout fiscal year 2020 and into the first quarter of 2021, reflecting reduced OEM production and significantly lower air traffic, which continues to negatively impact our aerospace aftermarket business. New product launches, primarily in the defense space, partially offset the significant aerospace market decline this quarter.

Operating costs and expenses

Operating costs and expenses for the three months ended March 31, 2021 and 2020 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

	For the three months ended
	March 31, 2021				March 31, 2020
	Amount		Margin*		Amount		Margin*
Operating costs and expenses:
Cost of revenue	$	635.3	67.4	%	$	566.4	73.2	%
Research and development	36.0		3.8		34.5		4.4
Selling, general and administrative	77.1		8.2		77.2		10.0
Amortization of intangible assets	32.1		3.4		33.1		4.3
Restructuring and other charges, net	4.6		0.5		4.5		0.6
Total operating costs and expenses	$	785.1	83.3	%	$	715.7	92.4	%

__________________________

*     Represents the amount presented divided by total net revenue.

Cost of revenue

For the three months ended March 31, 2021, cost of revenue as a percentage of net revenue decreased from the prior period, primarily as a result of (1) the impact in the first quarter of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020 as well as (2) improvement of various factors that drove cost of revenue as a percentage of revenue up in the first quarter of 2020 (primarily related to the COVID-19 pandemic) such as volume declines and productivity headwinds from our manufacturing facilities running at lower than normal capacity. In addition, the first quarter of 2020 included a $29.2 million loss related to a judgment against us in intellectual property litigation (settled in the third quarter of 2020). These favorable impacts on cost of revenue as a percentage of revenue were partially offset by the impacts of the microchip shortage and the unfavorable effect of changes in foreign currency exchange rates.

Research and development expense

For the three months ended March 31, 2021, R&D expense increased $1.5 million (4.4%) from the prior year, primarily as a result of increased investments in our megatrend initiatives and the unfavorable effect of changes in foreign currency exchange

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rates, partially offset by the impact in the first quarter of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020.

Megatrend investments were $12.4 million during the first quarter, an increase of $5.8 million from the prior year quarter. We currently expect approximately $50 to $55 million in megatrend-related spend in 2021 to design and develop differentiated sensor-rich and data insight solutions to enter new markets, develop new business models, and design new product categories in the fast-growing and transformational megatrend vectors of Electrification and Smart & Connected solutions.

Selling, general and administrative expense

For the three months ended March 31, 2021, SG&A expense decreased $0.1 million to $77.1 million (8.2% of revenue) from $77.2 million (10.0% of revenue) in the prior year. The reduction in SG&A expense is primarily a result of (1) the impact on first quarter of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020, (2) the 2020 completion of a project related to enhancements and improvements of our global operating processes to increase productivity and the resulting reduction in professional fees, and (3) lower share-based compensation expense, largely offset by (1) higher compensation to retain and incentivize critical employee talent, (2) increased acquisition-related transaction costs, (3) incremental SG&A expense related to acquired businesses, and (4) the unfavorable impact of changes in foreign currency exchange rates.

Amortization of intangible assets

For the three months ended March 31, 2021, amortization expense decreased $1.0 million (3.1%) from the prior year primarily due to the effect of the economic benefit amortization method.

Restructuring and other charges, net

For the three months ended March 31, 2021, restructuring and other charges, net increased $0.1 million (1.9%) from the prior year. In the three months ended March 31, 2021, we incurred $1.8 million of charges related to the Q2 2020 Global Restructure Program. Refer to Overview—Q2 2020 Global Restructure Program elsewhere in this MD&A for additional discussion on this program. Refer to Note 5: Restructuring and Other Charges, Net of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on our restructuring and other charges, net.

Operating income

In the three months ended March 31, 2021, operating income increased $98.9 million, or 168.7%, to $157.5 million (16.7% of net revenue) compared to $58.6 million (7.6% of net revenue) in the three months ended March 31, 2020. The increase was primarily due to higher volume and improved gross margin as described elsewhere in this Results of Operations at Net Revenue and Operating costs and expenses—Cost of revenue.

We expect that the microchip shortage will increase our operating costs in the second quarter of 2021, compared to the second quarter of 2020. If the impacts of this shortage are more severe than we expect, it could result in deterioration of our results, potentially for a longer period than currently anticipated.

Interest expense, net

For the three months ended March 31, 2021, interest expense, net increased $4.6 million (11.8%) from the prior year primarily as a result of interest expense on the 3.75% Senior Notes, which were issued on August 17, 2020, and lower cash interest income due to declining interest rates. These increases were partially offset by lower interest expense on the 6.25% Senior Notes, which were redeemed on March 5, 2021, and lower interest expense on our term loan facility (the "Term Loan") as a result of lower interest rates. In addition, on March 29, 2021, we issued $750.0 million aggregate principal amount of 4.0% Senior Notes, and on April 8, 2021, we issued an additional $250.0 million aggregate principal amount of 4.0% Senior Notes. Refer to Overview—Debt Transactions elsewhere in this MD&A for additional information related to the redemption of the 6.25% Senior Notes and the issuance of the 4.0% Senior Notes. On an annualized basis, after completing these transactions, interest expense on our fixed rate debt will be $6.9 million lower than it would have been had these transactions not been completed.

Other, net

Other, net primarily includes currency remeasurement gains and losses on net monetary assets, gains and losses on foreign currency and commodity forward contracts not designated as hedging instruments, losses related to debt refinancing, and the portion of our net periodic benefit cost excluding service cost. In the three months ended March 31, 2021, other, net represented a loss of $39.4 million, an unfavorable change of $27.1 million compared to a net loss of $12.3 million in the three months

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ended March 31, 2020. This change was driven primarily by the loss of $30.1 million recorded on redemption of the 6.25% Senior Notes. Refer to Overview—Debt Transactions included elsewhere in this MD&A for additional information related to the redemption of the 6.25% Senior Notes. Refer to Note 6: Other, Net of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for more detailed information on amounts included in other, net.

Provision for/(benefit from) income taxes

For the three months ended March 31, 2021, we recorded a provision for income taxes of $20.3 million, compared to a benefit from income taxes of $1.5 million in the prior quarter. The increase in total tax from the prior periods was predominantly related to the overall increase in income before tax as impacted by the mix of profits in the various jurisdictions in which we operate as well as the nonrecurrence of the benefit recorded in the first quarter of 2020 as a result of the enactment of the CARES Act, which was enacted by the U.S. federal government on March 27, 2020 in response to the global financial and health crisis caused by the COVID-19 pandemic. In connection with this legislation, federal limitations on interest deductions were reduced and we recorded a deferred tax benefit of $7.5 million in the three months ended March 31, 2020, as we were able to utilize additional interest expense that was previously subject to a valuation allowance.

The provision for/(benefit from) income taxes consists of (1) 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 (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (b) changes in net operating loss carryforwards, (c) changes in tax rates, and (d) changes in our assessment of the realizability of our deferred tax assets.

Non-GAAP Financial Measures

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

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

Organic revenue growth (or decline)

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

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

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

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

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

Free cash flow

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

Adjusted EBITDA

Adjusted EBITDA represents net income, determined in accordance with U.S. GAAP, excluding interest expense, net, provision for/(benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, (3) deferred loss or gain on derivative instruments, and (4) step-up inventory amortization. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.

Net leverage ratio

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

Non-GAAP adjustments

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

•Restructuring related and other: includes charges, net related to certain restructuring and other exit activities as well as other costs (or income) that we believe are either unique or unusual to the identified reporting period, and that we believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our manufacturing processes to increase productivity. This type of activity occurs periodically, however each action is unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial statements and analyses that management uses in connection with financial planning, and in its review and assessment of our operating and financial performance, including the performance of our segments. Restructuring related and other does not, however, include charges related to the integration of acquired businesses, including such charges that are recognized as restructuring and other charges, net in the consolidated statements of operations.

•Financing and other transaction costs: includes losses or gains related to debt financing transactions, losses or gains related to the divestiture of a business, losses or gains related to the termination of a long-term unfavorable supply agreement, and costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction.

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

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

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

•Amortization of debt issuance costs. We adjust our results recorded in accordance with U.S. GAAP by the amortization of debt issuance costs, which are deferred as a contra-liability against our long-term debt, net on the consolidated balance sheets and which are reflected in interest expense on our consolidated statements of operations.

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

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

Non-GAAP reconciliations

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

	For the three months ended March 31, 2021
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS
Reported (GAAP)	$	157.5	16.7	%	$	53.7	$	0.34
Non-GAAP adjustments:
Restructuring related and other	4.5		0.5		7.3		0.05
Financing and other transaction costs	4.6		0.5		32.8		0.21
Step-up depreciation and amortization	29.7		3.2		29.7		0.19
Deferred loss on derivative instruments	1.8		0.2		2.2		0.01
Amortization of debt issuance costs	—		—		1.7		0.01
Deferred taxes and other tax related	—		—		10.1		0.06
Total adjustments	40.6		4.3		83.9		0.53
Adjusted (non-GAAP)	$	198.1	21.0	%	$	137.6	$	0.86

	For the three months ended March 31, 2020
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS
Reported (GAAP)	$	58.6	7.6	%	$	8.4	$	0.05
Non-GAAP adjustments:
Restructuring related and other	43.8		5.7		38.2		0.24
Financing and other transaction costs	1.7		0.2		1.7		0.01
Step-up depreciation and amortization	32.3		4.2		32.3		0.20
Deferred loss on derivative instruments	0.3		0.0		5.9		0.04
Amortization of debt issuance costs	—		—		1.6		0.01
Deferred taxes and other tax related	—		—		(4.9)		(0.03)
Total adjustments	78.1		10.1		74.8		0.47
Adjusted (non-GAAP)	$	136.7	17.7	%	$	83.2	$	0.53

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

	For the Three Months ended March 31,
(in millions)	2021		2020
Net cash provided by operating activities	$	104.5	$	98.5
Additions to property, plant and equipment and capitalized software	(27.2)		(29.5)
Free cash flow	$	77.3	$	69.0

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

			For the three months ended March 31,
(in millions)	LTM		2021		2020
Net income	$	209.6	$	53.7	$	8.4
Interest expense, net	176.4		44.0		39.4
Provision for/(benefit from) income taxes	23.2		20.3		(1.5)
Depreciation expense	122.2		31.2		34.7
Amortization of intangible assets	128.5		32.1		33.1
EBITDA	659.9		181.3		114.1
Non-GAAP Adjustments
Restructuring related and other	57.9		7.4		42.6
Financing and other transaction costs	40.5		35.9		1.7
Deferred (gain)/loss on derivative instruments	(9.9)		3.0		5.9
Adjusted EBITDA	$	748.5	$	227.6	$	164.3

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

(in millions)	March 31, 2021		December 31, 2020
Current portion of long-term debt, finance lease and other financing obligations	$	9.7	$	757.2
Finance lease and other financing obligations, less current portion	27.6		27.9
Long-term debt, net	3,961.4		3,213.7
Total debt, finance lease, and other financing obligations	3,998.7		3,998.9
Less: discount	(8.4)		(9.6)
Less: deferred financing costs	(30.5)		(28.1)
Total gross indebtedness	4,037.6		4,036.6
Less: cash and cash equivalents	1,893.9		1,862.0
Net Debt	$	2,143.7	$	2,174.6
Adjusted EBITDA (LTM)	$	748.5	$	685.1
Net leverage ratio	2.9		3.2

Liquidity and Capital Resources

As of March 31, 2021 and December 31, 2020, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

(In millions)	March 31, 2021		December 31, 2020
United Kingdom	$	28.8	$	25.3
United States	10.4		17.2
The Netherlands	1,594.1		1,514.1
China	197.4		185.2
Other	63.2		120.2
Total	$	1,893.9	$	1,862.0

The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner. Not reflected in cash and cash equivalents as of March 31, 2021 is $400.0 million of cash paid for the acquisition of Xirgo on April 1, 2021 and $250.0 million of cash proceeds (excluding premium) for the additional offering of 4.0% Senior Notes.

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Cash Flows:

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2021 and 2020. We have derived this 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 three months ended
(In millions)	March 31, 2021		March 31, 2020
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items	$	162.8	$	120.1
Changes in operating assets and liabilities, net	(58.3)		(21.5)
Operating activities	104.5		98.5
Investing activities	(49.0)		(32.8)
Financing activities	(23.5)		(36.9)
Net change	$	31.9	$	28.9

Operating activities. Net cash provided by operating activities increased from the three months ended March 31, 2020 primarily due to higher net income adjusted for non-cash items, largely offset by the impact of changes in working capital. Changes in working capital in the three months ended March 31, 2021 were primarily driven by higher accounts receivable balances reflecting higher revenue in the first quarter of 2021 compared to the fourth quarter of 2020. During the first quarter we built raw material and work-in process inventory to address the increasing demand we experienced in the first quarter, the cash impact of which was offset by increased accounts payable, in part related to this inventory.

Investing activities. Net cash used in investing activities increased in the three months ended March 31, 2021 primarily due to $20.4 million cash paid for the acquisition of Lithium Balance in the first quarter of 2021. In fiscal year 2021, we anticipate capital expenditures of approximately $160.0 million to $170.0 million, which we expect to be funded from cash on hand.

Subsequent to the reporting period, on April 1, 2021 we closed on the acquisition of Xirgo for an aggregate cash purchase price of $400.0 million, subject to certain post-closing items. Refer to Overview—Xirgo included elsewhere in this MD&A for additional information. This purchase price and any other related cash consideration will be presented in cash used in investing activities for the six months ended June 30, 2021.

Financing activities. In the first quarter of 2021, we used cash in financing activities of $23.5 million compared to $36.9 million for the three months ended March 31, 2020. This change was primarily driven by payments to repurchase ordinary shares, of which there was none in the first quarter of 2021, compared to $35.2 million in the first quarter of 2020. This decline is the result of the temporary suspension of our share repurchase program on April 2, 2020. Refer to Capital Resources—Share repurchase programs for additional discussion. We will resume the share repurchase program when market conditions are favorable to do so. This decline related to share repurchases was partially offset by cash paid for a $23.4 million premium on the redemption of the 6.25% Senior Notes, and $7.7 million costs related to the issuance of the 4.0% Senior Notes.

Other cash activity presented in cash flows from financing activities in the first quarter of 2021 included cash used for the redemption of the 6.25% Senior Notes, which was largely offset by proceeds received as part of the issuance of the 4.0% Senior Notes on March 29, 2021. Subsequent to the reporting period, on April 8, 2021, we closed on an additional $250.0 million aggregate principal amount of 4.0% Senior Notes, which will be reflected in cash from financing activities for the six months ended June 30, 2021. Refer to Overview—Debt Transactions included elsewhere in this MD&A for additional discussion of these transactions.

Indebtedness and Liquidity

As of March 31, 2021, we had $4.0 billion in gross indebtedness, which includes finance lease and other financing obligations and excluded debt discounts and deferred financing costs. In the first quarter of 2021, we redeemed our 6.25% Senior Notes and issued the 4.0% Senior Notes, reducing our cost of capital and extending the maturity profile of our debt. Refer to Overview—Debt Transactions included elsewhere in this MD&A for additional discussion of these transactions.

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Capital Resources

Senior Secured Credit Facilities

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

Sources of liquidity

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. As of March 31, 2021, we had $416.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations related to outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of March 31, 2021, no amounts had been drawn against these outstanding letters of credit. Availability under the Accordion varies each period based on our attainment of certain financial metrics as set forth in the terms of the Credit Agreement and the indentures under which our senior notes were issued (the "Senior Notes Indentures"). As of March 31, 2021, availability under the Accordion was approximately $0.7 billion.

We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement and Senior Notes Indentures, that the sources of liquidity described above will be sufficient to fund our operations, capital expenditures, ordinary share repurchases (if and when resumed), and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly-leveraged nature may limit our ability to procure additional financing in the future.

Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of April 23, 2021, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

Restrictions and Covenants

The Credit Agreement provides that if our senior secured net leverage ratio exceeds a specified level we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the three months ended March 31, 2021.

The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," included in our 2020 Annual Report. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs and will be evaluated periodically with respect to future potential funding of those programs. As of March 31, 2021, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

Share repurchase programs

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have an authorized $500.0 million share repurchase program under which approximately $302.3 million remained available as of March 31, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.

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Recently Issued Accounting Pronouncements

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

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 2020 Annual Report.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

No significant changes to our market risk have occurred since December 31, 2020. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in our 2020 Annual Report.

Item 4.Controls and Procedures.

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

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2021, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2021 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. GAAP. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

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PART II—OTHER INFORMATION

Item 1.Legal Proceedings.

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

Item 1A.Risk Factors.

Information regarding risk factors appears in Part I, Item 1A: Risk Factors, included in our 2020 Annual Report. There have been no material changes to the risk factors disclosed therein.

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

Issuer Purchases of Equity Securities

Period	Total  Number of Shares Purchased (in shares)	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)
January 1 through January 31, 2021	3,081	$	54.50	—	$	302.3
February 1 through February 28, 2021	434	$	58.40	—	$	302.3
March 1 through March 31, 2021	650	$	42.86	—	$	302.3
Quarter total	4,165	$	53.09	—	$	302.3

__________________________

(1)     The number of ordinary shares presented were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan.

Item 3.Defaults Upon Senior Securities.

None.

33

Item 6.Exhibits.

Exhibit No.	Description
3.1	Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).
4.1	Indenture dated as of March 29, 2021 among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on March 30, 2021).
4.2	Form of 4.0% Senior Notes due 2029. (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on March 30, 2021) (included as Exhibit A thereto).
4.3	Supplemental Indenture, dated as of April 8, 2021, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on April 9, 2021).
10.1	Form of Award Agreement for Restricted Stock Units under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan. †*
10.2	Form of Award Agreement for Performance Restricted Stock Units under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan. †*
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document. *
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

___________________________

*    Filed herewith

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

34

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: April 27, 2021

SENSATA TECHNOLOGIES HOLDING PLC

/s/ Jeffrey Cote

(Jeffrey Cote)

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Paul Vasington

(Paul Vasington)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Maria Freve

(Maria Freve)

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

35

EX-10.1

Exhibit 10.1

AWARD AGREEMENT

SENSATA TECHNOLOGIES HOLDING PLC

(the “Company”)

RESTRICTED STOCK UNITS

Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)

Issue to:

%%FIRST_NAME%-% %%LAST_NAME%-%(“Participant”)

%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to receive one Ordinary Share, par value €0.01 per Ordinary Share.

The Units are “Other-Stock-Based Awards” as such term is defined in the Company's 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Units are subject to all of the terms and conditions set forth below and in the Plan in effect from time to time. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.

Unit Terms and Conditions

1.Plan Incorporated by Reference. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.

2.Restricted Stock Unit. Each Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.

3.Vesting of Units; Issuance of Ordinary Shares. Subject to Section 4 below, the Units shall vest in three equal installments on the first, second and third anniversary of the Grant Date as follows (each a “Vesting Date”).

Vesting Dates	Cumulative Percentage of Units Vested
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-% %%VEST_DATE_PERIOD2,’Month DD, YYYY’%-% %%VEST_DATE_PERIOD3,’Month DD, YYYY’%-%		1/3 or 33.3% 1/3 or 33.3% 1/3 or 33.4%

4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.

a.General. Unless otherwise provided in this Section 4, any unvested Units shall be forfeited immediately upon the date that Participant terminates his or her Service or otherwise ceases to be a Participant Eligible to Vest (“Termination Date”). Unless otherwise expressly provided in this Award Agreement or determined by the Committee or its designee, Participant’s right to vest in the Units under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.

b.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing Service, any unvested Units shall immediately vest in full. The then vested portion of the Units shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested Units under Participant’s will or the laws of descent or distribution.

c.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates Service due to Disability, any unvested Units shall immediately vest in full.

d.Participant’s Retirement. If the Participant’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Participant be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate; provided, however, the Committee may waive the six-month notice period or allow an earlier retirement date with the consent of the Participant. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who has attained at least 55 years of age and who has a combined age and years of credited employment service with the Company and/or all Affiliates of 65 years. Notwithstanding the foregoing, the definition of a Covered Retirement shall not include any retirement of Service that occurs prior to the First Vesting Date.

e.Qualifying Termination. Upon a Qualifying Termination, unvested Units that otherwise would have vested within six months of the Participant’s Termination Date shall vest in full on the Participant’s Termination Date. Qualifying Termination shall mean, with respect to the Participant, an involuntary termination of employment with the Company or its Affiliates other than a termination by reason of death, Disability, Covered Retirement, Change in Control, or for Cause.

f.Change in Control. In the event of a Change in Control, the Units will convert to Units of the acquiring entity or continuing entity, as applicable, and vest in accordance with the schedule set forth above; provided, however, that the Units

(i) Will automatically accelerate and vest in full if within the 24-month period following the Change in Control, the Participant is terminated by the Company or continuing entity or any of its Affiliates without Cause;

(ii) Will automatically accelerate and vest in full at the Change in Control if this Award Agreement is not assumed or replaced by the acquirer/continuing entity.

5.Award and Units Not Transferable. This Award and the Units are not transferable by the Participant.

6.No Security Participant Rights. Participant shall have no rights as a security Participant with respect to the Ordinary Shares issuable upon vesting thereof until the earlier of the date on which such Ordinary Shares are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Ordinary Shares.

7.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.

2

8.Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.

With respect to a Retirement Eligible Individual, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provision of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any RSUs vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vest Date. Participant authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Affiliates by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method. The Company shall delay the issuance of any Ordinary Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Participant’s separation from service (or shorter period ending on the date of the Participant’s death following such separation).

9.Securities and Other Laws. It shall be a condition to the Participant’s right to receive the Ordinary Shares hereunder that the Company may, in its discretion, require (a) that the Ordinary Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Ordinary Shares may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Ordinary Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Ordinary Shares to the Participant shall be exempt from registration under that Act and the Participant shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Ordinary Shares by the Company shall have been taken by the Company or the Participant, or both.

10.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Affiliates or interfere in any way with the right of the Company or its Affiliates to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.

3

11.Data Protection. If Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of personal data under applicable local law, the following shall apply:

Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, Participant acknowledges that the Company will separately provide information on the collection, processing and transfer of personal data.

12.Language. Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.

This Award Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Award Agreement.

*    *    *    *

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Award Agreement effective as of the date first above written.

SENSATA TECHNOLOGIES HOLDING PLC

By:

__________________________

Name:     Jeff Cote

Title:    CEO & President

Accepted and Agreed:

____________________________

%%FIRST_NAME%-% %%LAST_NAME%-%

4

EX-10.2

Exhibit 10.2

AWARD AGREEMENT

SENSATA TECHNOLOGIES HOLDING PLC

(the “Company”)

PERFORMANCE RESTRICTED STOCK UNITS

Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)

Issue to:

%%FIRST_NAME%-% %%LAST_NAME%-%(“Participant”)

    %%TOTAL_SHARES_GRANTED,’999,999,999’%-% Performance Restricted Stock Units of the Company (the “PRSU”). Each PRSU represents the right to potentially receive one Ordinary Share, par value €0.01 per Ordinary Share.

The foregoing PRSUs are “Performance Awards” as such term is in the Company's 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Performance Awards are subject to all of the terms and conditions of the Plan in effect from time to time, except as otherwise provided herein. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.

PRSU Terms and Conditions

1.Plan Incorporated by Reference. This Award Agreement (this “Agreement”) is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.

2.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

a.“Adjusted EPS” means the annual adjusted earnings per share during the Performance Year, which for the Company shall be calculated in accordance with Annex B attached hereto, and for each company in the Peer Group, shall be the annual adjusted earnings per share publicly disclosed by such company for the Performance Year (or calculated using publicly disclosed information). Adjusted EPS for the Company includes share repurchases during the Performance Year, but excludes the results of any acquisitions that close after the second quarter of the applicable company’s fiscal year (only for the first year of such acquisition) and shall be adjusted for any stock splits, reverse stock splits or the like.

b.“Banked Shares Modifier” means the percent of PRSUs to be banked in each Performance Year based upon the Company’s Relative Adjusted EPS Growth Performance during the Performance Year in accordance with Table 1 below.

c.“Peer Company” shall mean each of the companies listed on Annex A.

d.“Peer Group” means the companies listed on Annex A attached hereto, which will be amended to remove any Peer Company that is acquired (whether through merger, stock purchase or purchase of substantially all the assets of the company) or ceases to operate (whether through bankruptcy, insolvency or sale) during the Performance Period.

e.“Performance Period” means January 1, 2021 through December 31, 2023.

f.“Performance Year” means each fiscal year for the Company beginning on January 1 and ending December 31 of each year during the Performance Period, and a similar 12-month fiscal period for each Peer Company that occurs in each of Year 1, Year 2 and Year 3.

g.“Relative Adjusted EPS Performance” means the Company’s Adjusted EPS Growth Performance when ranked among the Adjusted EPS Growth Performance of the Peer Group during the applicable Performance Year (e.g. the Company’s Adjusted EPS ranks 8th out of 20 Peer Companies during a Performance Year, the Relative Adjusted EPS Growth Performance will be the 60th percentile).

h.“ROIC” means Return on Invested Capital and is a percentage calculated in accordance with Annex C.

i.“ROIC Performance Modifier” means the modifier of the PRSUs that may vest under this Agreement as set forth in Table 2 below that will depend on the ROIC for the applicable Performance Year.

j.“Target” means 100% of 1/3 of the PRSUs granted under this Agreement per Performance Year.

k.“Three-Year CAGR Relative Performance” means the Company’s three-year compound annual growth rate of Adjusted EPS Growth Performance during the Performance Period as compared to the three-year compound annual growth rate of Adjusted EPS Growth Performance of the Peer Group during the Performance Period.

l.“Three-Year CAGR Modifier” shall equal the corresponding Banked Shares Modifier for Year 3 applied across the entire Performance Period if the Company’s Three-Year CAGR Relative Performance exceeds the 50th percentile of the Peer Group.

m.“Vesting Date” means the third anniversary of the Grant Date.

n.“Year 1” means the Company or the Peer Company’s fiscal year end during 2021.

o.“Year 2” means the Company or the Peer Company’s fiscal year end during 2022.

p.“Year 3” means the Company or the Peer Company’s fiscal year end during 2023.

3.Vesting of PRSUs; Issuance of Ordinary Shares. Except as may be set forth in Section 4 below, the PRSUs (or a portion thereof) shall vest upon meeting the performance criteria described in this Agreement on the Vesting Date, provided the Participant remains employed by the Company or one of its Subsidiaries continuously through the Vesting Date. The number of PRSUs that will vest and the number of Ordinary Shares to be issued to the Participant on theVesting Date will be determined based upon the Company’s Relative Adjusted EPS Growth Performance, together with the Company’s ROIC Performance Modifier, to be determined as follows:

a.The PRSUs will bank, or accrue, in each Performance Year during the Performance Period as follows:

2

1.Year 1: On the first anniversary of the Grant Date, between 0% and 100% of 1/3 of the PRSUs will be banked, or accrued, based upon the Company’s Relative Adjusted EPS Growth Performance during Year 1 set forth in Table 1 below, adjusted by the ROIC Performance Modifier for Year 1 set forth in Table 2 below.

2.Year 2: On the second anniversary of the Grant Date, between 0% and 125% of 1/3 of the PRSUs will be banked, or accrued, based upon the Company’s Relative Adjusted EPS Growth Performance during Year 2 set forth in Table 1 below, adjusted by the ROIC Performance Modifier for Year 2 set forth in Table 2 below.

3.Year 3: On the third anniversary of the Grant Date, between 0% and 150% of 1/3 of the PRSUs will be banked, or accrued, based upon the Company’s Relative Adjusted EPS Growth Performance during Year 3 set forth in Table 1 below, adjusted by the ROIC Performance Modifier for Year 3 set forth in Table 2 below.

b.On the Vesting Date, the number of PRSUs that shall vest will be equal to the greater number of the following amounts:

1.The cumulative number of PRSUs banked, or accrued, in accordance with Section 3(a) above; or

2.If the Company’s Three-Year CAGR Relative Performance exceeds the 50th percentile of the Peer Group and the Company’s Year 3 ROIC is 10% or greater, then the product of the total PRSUs granted in this Agreement multiplied by the Three-Year CAGR Modifier multiplied by the Year 3 ROIC Modifier.

c.     If by seven (7) business days prior to the first, second, or third anniversary of the Grant Date, a Peer Company has not reported its financial performance for a Performance Year, the Compensation Committee may decide to either (i) exclude the Peer Company for that Performance Year or (ii) calculate the Peer Company’s performance based on projections using the most recently disclosed financial results.

TABLE 1: RELATIVE ADJUSTED EPS GROWTH PERFORMANCE

Year 1 (2021) Relative Growth Performance of Adj. EPS Year 1 Banked Shares Modifier Year 2 (2022) Relative Growth Performance of Adj. EPS Year 2 Banked Shares Modifier Year 3 (2023) Relative Growth Performance of Adj. EPS Year 3 Banked Shares Modifier 3 Yr. CAGR Relative Performance

3

TABLE 2: ROIC PERFORMANCE MODIFIER

2021 ROIC ROIC Performance Modifier 2022 ROIC ROIC Performance Modifier 2023 ROIC ROIC Performance Modifier

EXAMPLE

•Total PRSUs Granted – 2,400 PRSUs

•1/3 of PRSUs granted (i.e. 800 PRSUs) are used as the basis for determining the banking in Year 1, Year 2 and Year 3

•Each Year: Number of PRSUs banked = 1/3 PRSUs granted * Banked Shares Modifier * ROIC Performance Modifier

•Number of PRSUs Vesting on Vesting Date is greater of:

◦Year 1 banked PRSUs + Year 2 banked PRSUs + Year 3 banked PRSUs OR

◦If Three-Year CAGR Relative Performance is greater than 50th percentile and Year 3 ROIC is 10% or greater, than = Total PRSUs granted * Three-Year CAGR Modifier * Year 3 ROIC Modifier

	Year 1		Year 2		Year 3
	Actual	Modifier	Actual	Modifier	Actual	Modifier
RELATIVE GROWTH PERFORMANCE OF ADJ EPS GROWTH PERFORANCE
ROIC

Formula A = (2,400/3*50%*.85) + (2,400/3*100%*1.00) + (2,400/3*120%*1.15)

     = 340 + 800 + 1,104 = 2,244 PRSUs

Formula B = 2,400 * 120% * 1.15 = 3,312 PRSUs

Formula B > Formula A so,

Total PRSUs vested = 3,312 PRSUs

4

4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.

i.General. Unless otherwise provided in this Section 4, any unvested PRSUs shall be forfeited immediately upon the date that Participant terminates his or her Service or otherwise ceases to be a Participant Eligible to Vest (“Termination Date”). Unless otherwise expressly provided in this Agreement or determined by the Committee or its designee, Participant’s right to vest in the PRSUs under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.

ii.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing Service, the PRSUs shall immediately vest based on the banked amounts for those Performance Year(s) completed and vest at Target for any uncompleted Performance Year. The vested portion of the PRSUs shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested PRSUs under Participant’s will or the laws of descent or distribution, and the unvested portion of the PRSUs shall be forfeited

iii.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates Service due to Disability, the PRSUs shall vest in full based on the banked amounts for those Performance Year(s) completed and vest at Target for any uncompleted Performance Year.

iv.Participant’s Retirement. If the Participant’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, the PRSUs shall immediately vest based on the banked amounts for those Performance Year(s) completed prior to the Participant’s date of retirement plus the pro-rata of the Target for any uncompleted Performance Year (number of days employed during the Performance Year divided 365 multiplied by the Target for the uncompleted Performance Year). For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who has attained at least 55 years of age and who has a combined age and years of credited employment service with the Company and/or all Affiliates of 65 years. This Section 4(d) shall not apply to any termination of Service during the 12-month period following the Grant Date.

v.Qualifying Termination. Upon a Qualifying Termination, unvested PRSUs that otherwise would have vested within six months of the Participant’s Termination Date shall vest on the Participant’s Termination Date in full at the sum of the banked amounts for those Performance Year(s) completed (if any) plus Target for any uncompleted Performance Year(s). Qualifying Termination shall mean, with respect to the Participant, an involuntary termination of employment with the Company or its Affiliates other than a termination by reason of death, Disability, Covered Retirement, Change in Control, or for Cause.

vi.Change in Control. In the event of a Change in Control, the PRSU will convert to time-based RSUs based on the greater of (i) the sum of the Target for each Performance Year or (ii) the sum of the banked amounts plus Target for uncompleted Performance Year(s). Vesting of the time-based RSUs will assume the vesting schedule of the original PRSU award. The time-based RSUs as so converted:

i.Will automatically accelerate and vest in full if within the 24-month period following the Change in Control, the Participant is terminated by the Company or the continuing entity or any of its Affiliates without Cause;

5

ii.Will automatically accelerate and vest in full at the Change in Control if this Agreement is not assumed or replaced by the acquirer/continuing entity or replaced by other terms or awards deemed by the Compensation Committee to be appropriate; or

iii.Will vest on the third anniversary of the Grant Date, if vesting has not otherwise been accelerated as provided above.

5.Non-Transferability. This Agreement or the rights hereunder may not be Transferred.

6.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the PRSUs.

7.No Security Holder Rights. Participant shall have no rights as a security holder with respect to the unvested Ordinary Shares covered by the PRSUs.

8.Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.

9.Withholding. Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries by withholding in Ordinary Shares to be issued upon vesting of the PRSUs, or in the sole discretion of the Company, by any other appropriate method.

10.Data Protection. Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the PRSUs were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.

11.Language. Participant acknowledges that the Plan and this Agreement are provided in English only and waives his/her right to translated Plan documentation.

12.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under this Agreement, grants of PRSUs are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Agreement shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way

6

with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of the PRSUs under any award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent awards by the Company, no award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.

This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Agreement.

*    *    *    *

7

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Agreement effective as of the date first above written.

SENSATA TECHNOLOGIES HOLDING PLC

By:

__________________________

Name: Jeff Cote

Title: CEO & President

Accepted and Agreed:

____________________________

%%FIRST_NAME%-% %%LAST_NAME%-%

8

Annex A

Peer Group

AMETEK, Inc. (AME)	American Axle & Manufacturing, Inc. (AXL)	Amphenol Corporation (APH)
Aptiv plc (APTV)	Autoliv Inc. (ALV)	BorgWarner, Inc. (BWA)
Continental AG (CON-DE)	Dana Incorporated (DAN)	FLIR Systems, Inc. (FLIR)
Fortive Corporation (FTV)	Gentex Corporation (GNTX)	Gentherm Incorporated (THRM)
HELLA GmbH (HLE-DE)	Lear Corporation (LEA)	Littelfuse, Inc. (LFUS)
Melexis SA (MELE-BE)	Rockwell Automation, Inc. (ROK)	Roper Technologies, Inc. (ROP)
TE Connectivity Ltd (TEL)	Visteon Corporation (VC)

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Annex B

Calculation of Adjusted Earnings Per Share

Adjusted earnings per share (“Adjusted EPS”) is a non-GAAP financial measure1 reported in the Company’s Annual Report on Form 10-K as well as in each of its quarterly earnings releases and earnings presentations.2

The Company defines Adjusted EPS as adjusted net income (“ANI”) divided by the dilutive weighted-average ordinary shares outstanding.

ANI is also a non-GAAP financial measure, and the Company defines ANI as net income (or loss), determined in accordance with GAAP, adjusted to exclude the following items: (i) Restructuring related and other3, (ii) Financing and other transaction costs4, (iii) Step-up depreciation and amortization5, (iv) Deferred loss/(gain), net on derivative instruments6, (v) Amortization of debt issuance costs7, and (vi) Deferred taxes and other tax related8.

Dilutive weighted-average ordinary shares is a financial measure calculated and presented in accordance with GAAP9.

1     Refers to a financial measure calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (“GAAP”).

2     Each of our Annual Reports on Form 10-K, quarterly earnings releases, and quarterly earnings presentations can be found in the “Investor Relations” section of the Company’s website, www.investors.sensata.com. Copies of our Annual Report on Form 10-K and our quarterly earnings releases can also be obtained from the SEC website, www.sec.gov.

3     Includes, for example, (i) amounts calculated in accordance with GAAP and presented in the ‘Restructuring and other charges, net’ line of the Company’s consolidated statement of operations, (ii) amounts recognized in the Company’s consolidated statement of operations that relate to contingent liabilities assumed in connection with a business combination, and (iii) other income, expenses, gains, and losses that relate to planned strategic actions or material transactions that management believes are either unique or unusual, or that impact the comparability of the Company’s operating results relative to prior period operating results or forecasted results.

4     Includes, for example, (i) the net loss (or gain) on debt financing, (ii) losses (or gains) related to the divestiture of a business, and (iii) transaction costs recognized in connection with a business combination transaction, each of which is calculated and presented in accordance with GAAP.

5     Refers to depreciation and amortization expense related to the step-up (or step-down) in value of tangible and intangible assets that are recognized in connection with business combination and asset acquisition transactions (i.e., as those terms are defined in GAAP).

6     Primarily includes the net loss (or gain) on commodity forward contracts, as calculated and presented in accordance with GAAP.

7     As calculated and presented in accordance with GAAP.

8     Refers to (i) the deferred provision for/(benefit from) income taxes, as calculated and presented in accordance with GAAP, (ii) adjustments to unrecognized tax benefits that are recognized in the Company’s consolidated statement of operations, and (iii) withholding tax expense associated with the repatriation of the cash.

9     However, and for the avoidance of doubt, if in a particular period the Company reports a net loss, calculated and presented in accordance with GAAP, certain adjustments are made to account for the dilutive and anti-dilutive effects of potentially outstanding equity securities.

10

Annex C

Calculation of ROIC

ROIC = NOPAT divided by Total Invested Capital

NOPAT = adjusted EBIT minus adjusted taxes

Total Invested Capital = Average Trailing 5 Quarters of (Shareholder Equity + Total Long-Term Debt + Deferred Taxes) plus (Long-Term Capital Leases & Other Obligations)

11

EX-31.1

Exhibit 31.1

Certification

I, Jeffrey Cote, 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 officers 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 officers 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: April 27, 2021

/s/  Jeffrey Cote

Jeffrey Cote
Chief Executive Officer and President

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 officers 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 officers 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: April 27, 2021

/s/  Paul Vasington

Paul Vasington
Executive Vice President and Chief Financial Officer

EX-31.3

Exhibit 31.3

Certification

I, Maria Freve, 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 officers 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 officers 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: April 27, 2021

/s/  Maria Freve

Maria Freve
Vice President and Chief Accounting 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 March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer, chief financial officer, and chief accounting 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/ Jeffrey Cote
	Jeffrey Cote Chief Executive Officer and President
Date:	April 27, 2021
	/s/ Paul Vasington
	Paul Vasington Executive Vice President and Chief Financial Officer
Date:	April 27, 2021
	/s/ Maria Freve
	Maria Freve Vice President and Chief Accounting Officer
Date:	April 27, 2021

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Cover - shares	3 Months Ended
	Mar. 31, 2021	Apr. 15, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-34652
Entity Registrant Name	SENSATA TECHNOLOGIES HOLDING PLC
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 (in shares)		158,109,854
Entity Central Index Key	0001477294
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,893,926	$ 1,861,980
Accounts receivable, net of allowances of $18,891 and $19,033 as of March 31, 2021 and December 31, 2020, respectively	641,161	576,647
Inventories	468,446	451,005
Prepaid expenses and other current assets	102,592	90,340
Total current assets	3,106,125	2,979,972
Property, plant and equipment, net	796,419	803,825
Goodwill	3,124,939	3,111,349
Other intangible assets, net of accumulated amortization of $2,176,498 and $2,145,634 as of March 31, 2021 and December 31, 2020, respectively	676,072	691,549
Deferred income tax assets	80,023	84,785
Other assets	161,614	172,722
Total assets	7,945,192	7,844,202
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	9,678	757,205
Accounts payable	431,084	393,907
Income taxes payable	21,498	19,215
Accrued expenses and other current liabilities	311,261	324,830
Total current liabilities	773,521	1,495,157
Deferred income tax liabilities	262,673	259,857
Pension and other post-retirement benefit obligations	43,074	48,002
Finance lease and other financing obligations, less current portion	27,605	27,931
Long-term debt, net	3,961,397	3,213,747
Other long-term liabilities	86,279	94,022
Total liabilities	5,154,549	5,138,716
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 173,533 and 173,266 shares issued as of March 31, 2021 and December 31, 2020, respectively	2,223	2,220
Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020	(784,596)	(784,596)
Additional paid-in capital	1,775,320	1,759,668
Retained earnings	1,831,241	1,777,729
Accumulated other comprehensive loss	(33,545)	(49,535)
Total shareholders’ equity	2,790,643	2,705,486
Total liabilities and shareholders’ equity	$ 7,945,192	$ 7,844,202

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Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Mar. 31, 2021 USD ($) shares	Mar. 31, 2021 € / shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 € / shares
Current assets:
Accounts receivable, allowances | $	$ 18,891		$ 19,033
Accumulated amortization | $	$ 2,176,498		$ 2,145,634
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)	173,533,000		173,266,000
Treasury stock, shares (in shares)	15,631,000		15,631,000

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net revenue	$ 942,528	$ 774,269
Operating costs and expenses:
Cost of revenue	635,349	566,406
Research and development	35,956	34,453
Selling, general and administrative	77,123	77,221
Amortization of intangible assets	32,064	33,092
Restructuring and other charges, net	4,582	4,498
Total operating costs and expenses	785,074	715,670
Operating income	157,454	58,599
Interest expense, net	(44,043)	(39,403)
Other, net	(39,397)	(12,281)
Income before taxes	74,014	6,915
Provision for/(benefit from) income taxes	20,281	(1,516)
Net income	$ 53,733	$ 8,431
Basic net income per share (in dollars per share)	$ 0.34	$ 0.05
Diluted net income per share (in dollars per share)	$ 0.34	$ 0.05

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Condensed Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 53,733	$ 8,431
Other comprehensive income/(loss):
Cash flow hedges	14,278	(19,334)
Defined benefit and retiree healthcare plans	1,712	3,342
Other comprehensive income/(loss)	15,990	(15,992)
Comprehensive income/(loss)	$ 69,723	$ (7,561)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net income	$ 53,733	$ 8,431
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	31,197	34,679
Amortization of debt issuance costs	1,711	1,631
Share-based compensation	5,099	6,084
Loss on debt financing transaction	30,066	0
Amortization of intangible assets	32,064	33,092
Deferred income taxes	130	(4,100)
Loss on litigation judgment	0	29,200
Unrealized loss on derivative instruments and other	8,797	11,040
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(62,198)	21,458
Inventories	(16,857)	(7,596)
Prepaid expenses and other current assets	(4,971)	5,625
Accounts payable and accrued expenses	26,409	(19,962)
Income taxes payable	2,283	(15,844)
Other	(2,952)	(5,194)
Net cash provided by operating activities	104,511	98,544
Cash flows from investing activities:
Acquisitions, net of cash received	(20,406)	0
Additions to property, plant and equipment and capitalized software	(27,172)	(29,547)
Investment in debt and equity securities	(1,799)	(5,217)
Other	340	1,928
Net cash used in investing activities	(49,037)	(32,836)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	10,556	709
Payment of employee restricted stock tax withholdings	(221)	(15)
Proceeds from borrowings on debt	750,000	0
Payments on debt	(752,753)	(2,375)
Payments to repurchase ordinary shares	0	(35,175)
Payments of debt financing costs	(31,110)	0
Net cash used in financing activities	(23,528)	(36,856)
Net change in cash and cash equivalents	31,946	28,852
Cash and cash equivalents, beginning of period	1,861,980	774,119
Cash and cash equivalents, end of period	$ 1,893,926	$ 802,971

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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, 2019		172,561	(14,733)
Beginning Balance at Dec. 31, 2019	$ 2,573,755	$ 2,212	$ (749,421)	$ 1,725,091	$ 1,616,357	$ (20,484)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding	(15)		(15)
Stock options exercised (in shares)		34
Stock options exercised	709	$ 0		709
Vesting of restricted securities (in shares)		1
Retirement of ordinary shares	0		$ 15		(15)
Repurchase of ordinary shares (in shares)			(898)
Repurchase of ordinary shares	(35,175)		$ (35,175)
Share-based compensation	6,084			6,084
Net income	8,431				8,431
Other comprehensive income (loss)	(15,992)					(15,992)
Ending Balance at Mar. 31, 2020	2,537,797	$ 2,212	$ (784,596)	1,731,884	1,624,773	(36,476)
Ending Balance (in shares) at Mar. 31, 2020		172,596	(15,631)
Beginning Balance (in shares) at Dec. 31, 2020		173,266	(15,631)
Beginning Balance at Dec. 31, 2020	2,705,486	$ 2,220	$ (784,596)	1,759,668	1,777,729	(49,535)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(4)
Surrender of shares for tax withholding	(221)		$ (221)
Stock options exercised (in shares)		259
Stock options exercised	10,556	$ 3		10,553
Vesting of restricted securities (in shares)		12
Retirement of ordinary shares (in shares)		(4)	4
Retirement of ordinary shares	0		$ 221		(221)
Share-based compensation	5,099			5,099
Net income	53,733				53,733
Other comprehensive income (loss)	15,990					15,990
Ending Balance at Mar. 31, 2021	$ 2,790,643	$ 2,223	$ (784,596)	$ 1,775,320	$ 1,831,241	$ (33,545)
Ending Balance (in shares) at Mar. 31, 2021		173,533	(15,631)

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Basis of Presentation

3 Months Ended

Mar. 31, 2021

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/(loss), cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its 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 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report").

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

Certain reclassifications have been made to prior periods to conform to current period presentation.

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New Accounting Standards	3 Months Ended
	Mar. 31, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Standards	New Accounting StandardsThere are no recently issued accounting standards that have been adopted in the current period or will be adopted in future periods that have had or are expected to have a material impact on our consolidated financial position or results of operations.

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Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

Revenue Recognition

The following table presents net revenue disaggregated by segment and end market for the three months ended March 31, 2021 and 2020:

	For the three months ended March 31, 2021						For the three months ended March 31, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	536,713	$	11,500	$	548,213	$	437,703	$	8,236	$	445,939
HVOR (1)	177,799		—		177,799		130,986		—		130,986
Industrial	—		90,475		90,475		—		80,599		80,599
Appliance and HVAC (2)	—		59,916		59,916		—		45,396		45,396
Aerospace	—		32,677		32,677		—		42,124		42,124
Other	—		33,448		33,448		—		29,225		29,225
Total	$	714,512	$	228,016	$	942,528	$	568,689	$	205,580	$	774,269

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(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

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Share-Based Payment Plans

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Payment Plans

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Stock options	$	460	$	2,489
Restricted securities	4,639		3,595
Share-based compensation expense	$	5,099	$	6,084

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Restructuring and Other Charges, Net

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

On June 30, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the coronavirus ("COVID-19") pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures. The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the demand levels that we anticipate in the coming quarters. We have taken a large portion of the actions contemplated under the Q2 2020 Global Restructure Program, with the majority of the remaining actions expected to be completed on or before June 30, 2021.

Over the life of the Q2 2020 Global Restructure Program, the reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 880 positions, for which we expect to incur severance charges of between $31.0 million and $33.7 million. In addition, over the life of the Q2 2020 Global Restructure Program, we expect to incur between $6.0 million and $8.0 million related to site closures. We expect to settle these charges with cash on hand.

We expect these restructuring charges to impact our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	180	$	10.7	$	11.6	$	3.0	$	4.0
Sensing Solutions	286	8.9		9.6		3.0		4.0
Corporate and other (1)	414	11.4		12.5		—		—
Total	880	$	31.0	$	33.7	$	6.0	$	8.0

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(1)    The majority of these positions relate to engineering and manufacturing operations, which are allocated to corporate and other. However, these restructuring actions will benefit the results of Performance Sensing and Sensing Solutions as well.

Charges recognized in the three months ended March 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. Approximately $0.8 million of these charges relate to site closures in Sensing Solutions. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income.

	For the three months ended March 31, 2021
Performance Sensing	$	296
Sensing Solutions	1,528
Restructuring and other charges	$	1,824

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Q2 2020 Global Restructure Program charges	$	1,824	$	—
Other restructuring charges
Severance costs, net (1)	186		3,897
Facility and other exit costs	666		—
Other	1,906		601
Restructuring and other charges, net	$	4,582	$	4,498

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(1)    Severance costs, net for the three months ended March 31, 2020 were primarily related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

The following table presents a rollforward of the severance portion of our restructuring obligations for the three months ended March 31, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	1,073		186		1,259
Payments	(3,054)		(519)		(3,573)
Foreign currency remeasurement	(207)		(17)		(224)
Balance at March 31, 2021	$	8,654	$	3,687	$	12,341

The severance liability as of March 31, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

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Other, Net

3 Months Ended

Mar. 31, 2021

Other Income and Expenses [Abstract]

Other, net

Other, Net

The following table presents the components of other, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Currency remeasurement (loss)/gain on net monetary assets	$	(1,477)	$	1,553
Loss on foreign currency forward contracts	(958)		(3,781)
Loss on commodity forward contracts	(1,153)		(5,575)
Loss on debt refinancing	(30,066)		—
Net periodic benefit cost, excluding service cost	(2,410)		(4,381)
Other	(3,333)		(97)
Other, net	$	(39,397)	$	(12,281)

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Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The following table presents the provision for/(benefit from) income taxes for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Provision for/(benefit from) income taxes	$	20,281	$	(1,516)

The increase in total tax from the prior period was predominantly related to the overall increase in income before taxes as impacted by the mix of profits in the various jurisdictions in which we operate.

In response to the global financial and health crisis caused by COVID-19, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") on March 27, 2020. Federal limitations on interest deductions were reduced in connection with this legislation, and we recorded a deferred tax benefit of $7.5 million in the three months ended March 31, 2020, as we were able to utilize additional interest expense that was previously subject to a valuation allowance.

The provision for/(benefit from) income taxes consists of (1) 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 (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (b) changes in net operating loss carryforwards, (c) changes in tax rates, and (d) changes in our assessment of the realizability of our deferred tax assets.

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Net Income per Share

3 Months Ended

Mar. 31, 2021

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 months ended March 31, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2021	March 31, 2020
Basic weighted-average ordinary shares outstanding	157,764	157,599
Dilutive effect of stock options	708	334
Dilutive effect of unvested restricted securities	758	452
Diluted weighted-average ordinary shares outstanding	159,230	158,385

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

	For the three months ended
	March 31, 2021	March 31, 2020
Anti-dilutive shares excluded	6	1,385
Contingently issuable shares excluded	950	596

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Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories

The following table presents the components of inventories as of March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Finished goods	$	152,729	$	170,488
Work-in-process	96,730		87,006
Raw materials	218,987		193,511
Inventories	$	468,446	$	451,005

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Pension and Other Post-Retirement Benefits

3 Months Ended

Mar. 31, 2021

Retirement Benefits [Abstract]

Pension and Other Post-Retirement Benefits

Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2021 and 2020 were as follows:

	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2021		2020		2021		2020		2021		2020		2021		2020
Service cost	$	—	$	—	$	2	$	2	$	978	$	769	$	980	$	771
Interest cost	120		267		21		37		404		315		545		619
Expected return on plan assets	(226)		(433)		—		—		(178)		(174)		(404)		(607)
Amortization of net loss	401		295		—		10		459		236		860		541
Amortization of prior service (credit)/cost	—		—		(159)		(196)		3		2		(156)		(194)
Loss on settlement	1,565		4,022		—		—		—		—		1,565		4,022
Net periodic benefit cost/(credit)	$	1,860	$	4,151	$	(136)	$	(147)	$	1,666	$	1,148	$	3,390	$	5,152

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

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Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

Our long-term debt, finance lease, and other financing obligations as of March 31, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	March 31, 2021		December 31, 2020
Term Loan	September 20, 2026	$	454,938	$	456,096
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
4.375% Senior Notes	February 15, 2030	450,000		450,000
3.75% Senior Notes	February 15, 2031	750,000		750,000
4.0% Senior Notes	April 15, 2029	750,000		—
Other		2,605		—
Less: discount		(8,416)		(9,605)
Less: deferred financing costs		(30,495)		(28,114)
Less: current portion		(7,235)		(754,630)
Long-term debt, net		$	3,961,397	$	3,213,747
Finance lease and other financing obligations		$	30,048	$	30,506
Less: current portion		(2,443)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,605	$	27,931

Revolving Credit Facility

As of March 31, 2021, we had $416.1 million available under our $420.0 million revolving credit facility (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 March 31, 2021, no amounts had been drawn against these outstanding letters of credit.

6.25% Senior Notes redemption

On February 3, 2021, we announced that we intended to redeem in full the $750.0 million aggregate principal amount outstanding on our 6.25% senior notes due 2026 (the "6.25% Senior Notes"). On February 15, 2021, the “make-whole” premium with respect to the 6.25% Senior Notes expired. Accordingly, we reflected the 6.25% Senior Notes as a current liability on our consolidated balance sheet as of December 31, 2020.

We redeemed the 6.25% Senior Notes on March 5, 2021 in accordance with the terms of the indenture under which the 6.25% Senior Notes were issued and the terms of the notice of redemption at a redemption price equal to 103.125% of the aggregate principal amount of the outstanding 6.25% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date. In addition to the $750.0 million aggregate principal amount outstanding, at redemption we paid the $23.4 million premium and $2.6 million accrued interest.

4.0% Senior Notes

On March 29, 2021, our indirect, wholly-owned subsidiary, Sensata Technologies B.V. ("STBV"), completed the issuance and sale of $750.0 million aggregate principal amount of 4.0% senior notes due 2029 (the "4.0% Senior Notes"). The 4.0% Senior Notes were issued under an indenture dated as of March 29, 2021 among STBV, as issuer, The Bank of New York Mellon, as trustee (the "Trustee"), and our guarantor subsidiaries (the "Guarantors") named therein (the "4.0% Senior Notes Indenture").

The 4.0% Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries to, among other things: incur liens; engage in sale and leaseback transactions; with respect to any subsidiary of STBV, incur indebtedness without such subsidiary’s guaranteeing the 4.0% Senior Notes; or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth in the 4.0% Senior Notes Indenture.

The 4.0% Senior Notes bear interest at 4.0% per year and mature on April 15, 2029. Interest is payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2021. The 4.0% Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STBV's wholly-owned subsidiary Sensata Technologies, Inc. ("STI") and the issuer or a guarantor under our existing senior notes as follows: STBV's 4.875% Senior Notes due 2023, 5.625% Senior Notes due 2024, and 5.0% Senior Notes due 2025; and STI's 4.375% Senior Notes due 2030 and 3.75% Senior Notes due 2031.

At any time, and from time to time, prior to April 15, 2024, STBV may redeem the 4.0% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 4.0% Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after April 15, 2024, STBV may redeem the 4.0% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date.

Period beginning April 15,	Price
2024	102.000	%
2025	101.000	%
2026 and thereafter	100.000	%

In addition, at any time prior to April 15, 2024, STBV may redeem up to 40% of the principal amount of the outstanding 4.0% Senior Notes (including additional 4.0% Senior Notes, if any, that may be issued after March 29, 2021) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 104.00%, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 4.0% Senior Notes (including additional 4.0% Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 4.0% Senior Notes will have the right to require STBV to repurchase the 4.0% Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STBV may, at its option, redeem the 4.0% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the redemption date, premium, if any, and all Additional Amounts (as defined in the 4.0% Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

On April 8, 2021, STBV completed the issuance and sale of an additional $250.0 million in aggregate principal amount of 4.0% Senior Notes (the “Additional Notes”). The Additional Notes were priced at 100.75% and were issued pursuant to the 4.0% Senior Notes Indenture, as supplemented by the First Supplemental Indenture, dated as of April 8, 2021, among STBV, the Guarantors, and the Trustee. The Additional Notes are consolidated and form a single class with the $750.0 million aggregate principal amount of 4.0% Senior Notes issued by STBV on March 29, 2021 (the “Initial Notes”). The Additional Notes have the same terms as the Initial Notes, other than with respect to the date of issuance and the issue price.

We intend to use the net proceeds from the issuance and sale of the 4.0% Senior Notes and the Additional Notes for general corporate purposes, which may include working capital, capital expenditures, the acquisition of other companies, businesses, or assets, strategic investments, the refinancing or repayment of debt, and share repurchases.

Accounting for Debt Financing Transactions

We account for our debt financing transactions as disclosed in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

In connection with the redemption of the 6.25% Senior Notes, we recorded a loss of $30.1 million, which included $23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs. In connection with the issuance of the 4.0% Senior Notes, we recognized $9.6 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 March 31, 2021 and December 31, 2020, accrued interest totaled $44.8 million and $53.6 million, respectively.

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Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial position, and/or cash flows.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have an authorized $500.0 million share repurchase program under which approximately $302.3 million remained available as of March 31, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the three months ended March 31, 2021 were as follows:

	Cash Flow Hedges		Defined Benefit and Retiree Healthcare Plans		Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(6,733)	$	(42,802)	$	(49,535)
Other comprehensive loss before reclassifications, net of tax	11,530		—		11,530
Reclassifications from accumulated other comprehensive loss, net of tax	2,748		1,712		4,460
Other comprehensive income	14,278		1,712		15,990
Balance at March 31, 2021	$	7,545	$	(41,090)	$	(33,545)

The amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 were as follows:

	For the three months ended March 31,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	4,407	$	(6,623)	Net revenue (1)
Foreign currency forward contracts	(743)		(1,768)		Cost of revenue (1)
Total, before taxes	3,664		(8,391)		Income before taxes
Income tax effect	(916)		2,098		Provision for/(benefit from) income taxes
Total, net of taxes	$	2,748	$	(6,293)	Net income
Defined benefit and retiree healthcare plans	$	2,269	$	4,369	Other, net (2)
Income tax effect	(557)		(1,027)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,712	$	3,342	Net income

__________________________

(1)    Refer to Note 15: Derivative Instruments and Hedging Activities for additional information 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 information on net periodic benefit cost/(credit).

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Fair Value Measures

3 Months Ended

Mar. 31, 2021

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 March 31, 2021 and December 31, 2020 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,568	$	16,163
Commodity forward contracts	6,596		8,902
Total	$	24,164	$	25,065
Liabilities
Foreign currency forward contracts	$	7,614	$	24,660
Commodity forward contracts	1,750		310
Total	$	9,364	$	24,970

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

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2020 and determined that they were not impaired. During the three months March 31, 2021, 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 March 31, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	454,938	$	454,938	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	441,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	770,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	469,125	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	736,875	$	750,000	$	776,250
4.0% Senior Notes	$	750,000	$	761,250	$	—	$	—

___________________________________

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

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

In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values.

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

	March 31, 2021		December 31, 2020
Quanergy Systems, Inc.	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three months ended March 31, 2021 and 2020, 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 March 31, 2021, we estimated that $6.7 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2022.

As of March 31, 2021, 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)
15.0 EUR	March 29, 2021	April 30, 2021	Euro ("EUR") to USD	1.18 USD	Not designated
320.3 EUR	Various from May 2019 to March 2021	Various from April 2021 to March 2023	EUR to USD	1.18 USD	Cash flow hedge
667.0 CNY	March 29, 2021	April 30, 2021	USD to Chinese Renminbi ("CNY")	6.58 CNY	Not designated
781.2 CNY	Various from November 2020 to January 2021	Various from April to December 2021	USD to CNY	6.64 CNY	Cash flow hedge
917.0 JPY	March 29, 2021	April 30, 2021	USD to Japanese Yen ("JPY")	109.68 JPY	Not designated
19,433.3 KRW	Various from May 2019 to March 2021	Various from April 2021 to February 2023	USD to Korean Won ("KRW")	1,151.96 KRW	Cash flow hedge
23.0 MYR	March 29, 2021	April 30, 2021	USD to Malaysian Ringgit ("MYR")	4.13 MYR	Not designated
449.0 MXN	March 29, 2021	April 30, 2021	USD to Mexican Peso ("MXN")	20.81 MXN	Not designated
2,998.8 MXN	Various from May 2019 to March 2021	Various from April 2021 to March 2023	USD to MXN	22.57 MXN	Cash flow hedge
5.5 GBP	March 29, 2021	April 30, 2021	British Pound Sterling ("GBP") to USD	1.38 USD	Not Designated
51.0 GBP	Various from May 2019 to March 2021	Various from April 2021 to March 2023	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

As of March 31, 2021, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	695,250 troy oz.	April 2021 - February 2023	$22.22
Gold	7,160 troy oz.	April 2021 - February 2023	$1,784.90
Nickel	153,661 pounds	April 2021 - February 2023	$7.06
Aluminum	2,115,667 pounds	April 2021 - February 2023	$0.88
Copper	1,689,875 pounds	April 2021 - February 2023	$3.06
Platinum	7,289 troy oz.	April 2021 - February 2023	$965.83
Palladium	774 troy oz.	April 2021 - February 2023	$2,086.90

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 March 31, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	March 31, 2021		December 31, 2020		Balance Sheet Location	March 31, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	13,616	$	11,281	Accrued expenses and other current liabilities	$	6,767	$	18,834
Foreign currency forward contracts	Other assets	3,558		4,728		Other long-term liabilities	742		5,182
Total		$	17,174	$	16,009		$	7,509	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,830	$	7,598	Accrued expenses and other current liabilities	$	939	$	149
Commodity forward contracts	Other assets	766		1,304		Other long-term liabilities	811		161
Foreign currency forward contracts	Prepaid expenses and other current assets	394		154		Accrued expenses and other current liabilities	105		644
Total		$	6,990	$	9,056		$	1,855	$	954

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the three months ended March 31, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2021		2020			2021		2020
Foreign currency forward contracts	$	18,799	$	12,544	Net revenue	$	(4,407)	$	6,623
Foreign currency forward contracts	$	(3,425)	$	(29,630)	Cost of revenue	$	743	$	1,768

Derivatives not designated as hedging instruments	Amount of Loss Recognized in Net Income				Location of Loss Recognized in Net Income
	2021		2020
Commodity forward contracts	$	(1,153)	$	(5,575)	Other, net
Foreign currency forward contracts	$	(958)	$	(3,781)	Other, net

Credit Risk Related Contingent Features

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

As of March 31, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $9.4 million. As of March 31, 2021, we had not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

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Acquisitions	3 Months Ended
	Mar. 31, 2021
Business Combinations [Abstract]
Acquisitions	AcquisitionsOn February 11, 2021, we entered into a securities purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Xirgo Technologies, LLC ("Xirgo"), which is a leading provider of telematics and data insight, headquartered in Camarillo, California. The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Smart & Connected megatrend initiative. We expect to integrate Xirgo into our Performance Sensing reportable segment. The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate purchase price of $400.0 million of cash consideration, subject to certain post-closing items. Due to recent closing of this acquisition, the initial accounting for this acquisition is incomplete and we are not able to provide the disclosures otherwise required by FASB ASC Topic 805, Business Combinations.

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Segment Reporting

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

In the three months ended June 30, 2020, we altered the way we measure segment operating income in order to align with a change to the performance measures provided to and used by our chief operating decision maker for purposes of assessing performance and deciding how to allocate resources to each segment. Whereas research and development ("R&D") and selling, general and administrative ("SG&A") expenses related to our megatrend initiatives were historically allocated to our operating segments, beginning in the second quarter of 2020 these amounts are presented within corporate and other. Prior period information has been recast to reflect this revised presentation.

We operate in, and report financial information for, the following two reportable segments: Performance Sensing and Sensing Solutions. In the fourth quarter of 2020, we divided the Performance Sensing reportable segment (which was previously also an operating segment) into two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments. No change was made to the composition of the Sensing Solutions reportable segment, which remains an operating segment. None of the preceding changes resulted in any impact on the overall composition of our reportable segments and prior periods were not required to be recast for this change.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets 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 of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the three months ended March 31, 2021 and 2020 (recast to reflect realignment of performance measures in the second quarter of 2020 as discussed above):

	For the three months ended
	March 31, 2021		March 31, 2020
Net revenue:
Performance Sensing	$	714,512	$	568,689
Sensing Solutions	228,016		205,580
Total net revenue	$	942,528	$	774,269
Segment operating income (as defined above):
Performance Sensing	$	195,844	$	135,046
Sensing Solutions	66,894		56,529
Total segment operating income	262,738		191,575
Corporate and other	(68,638)		(95,386)
Amortization of intangible assets	(32,064)		(33,092)
Restructuring and other charges, net	(4,582)		(4,498)
Operating income	157,454		58,599
Interest expense, net	(44,043)		(39,403)
Other, net	(39,397)		(12,281)
Income before taxes	$	74,014	$	6,915

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [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 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report").

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

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue Recognition and Deferred Revenue [Abstract]

Disaggregation of Revenue

The following table presents net revenue disaggregated by segment and end market for the three months ended March 31, 2021 and 2020:

	For the three months ended March 31, 2021						For the three months ended March 31, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	536,713	$	11,500	$	548,213	$	437,703	$	8,236	$	445,939
HVOR (1)	177,799		—		177,799		130,986		—		130,986
Industrial	—		90,475		90,475		—		80,599		80,599
Appliance and HVAC (2)	—		59,916		59,916		—		45,396		45,396
Aerospace	—		32,677		32,677		—		42,124		42,124
Other	—		33,448		33,448		—		29,225		29,225
Total	$	714,512	$	228,016	$	942,528	$	568,689	$	205,580	$	774,269

________________________

(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

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Share-Based Payment Plans (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of non-cash compensation expense related to equity awards

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Stock options	$	460	$	2,489
Restricted securities	4,639		3,595
Share-based compensation expense	$	5,099	$	6,084

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Restructuring and Other Charges, Net (Tables)

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring and other charges, net

We expect these restructuring charges to impact our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	180	$	10.7	$	11.6	$	3.0	$	4.0
Sensing Solutions	286	8.9		9.6		3.0		4.0
Corporate and other (1)	414	11.4		12.5		—		—
Total	880	$	31.0	$	33.7	$	6.0	$	8.0

___________________________________

(1)    The majority of these positions relate to engineering and manufacturing operations, which are allocated to corporate and other. However, these restructuring actions will benefit the results of Performance Sensing and Sensing Solutions as well.

Charges recognized in the three months ended March 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. Approximately $0.8 million of these charges relate to site closures in Sensing Solutions. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income.

	For the three months ended March 31, 2021
Performance Sensing	$	296
Sensing Solutions	1,528
Restructuring and other charges	$	1,824

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Q2 2020 Global Restructure Program charges	$	1,824	$	—
Other restructuring charges
Severance costs, net (1)	186		3,897
Facility and other exit costs	666		—
Other	1,906		601
Restructuring and other charges, net	$	4,582	$	4,498

___________________________________

(1)    Severance costs, net for the three months ended March 31, 2020 were primarily related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

Changes to restructuring liability

The following table presents a rollforward of the severance portion of our restructuring obligations for the three months ended March 31, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	1,073		186		1,259
Payments	(3,054)		(519)		(3,573)
Foreign currency remeasurement	(207)		(17)		(224)
Balance at March 31, 2021	$	8,654	$	3,687	$	12,341

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Other, Net (Tables)

3 Months Ended

Mar. 31, 2021

Other Income and Expenses [Abstract]

Schedule of other, net

The following table presents the components of other, net for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Currency remeasurement (loss)/gain on net monetary assets	$	(1,477)	$	1,553
Loss on foreign currency forward contracts	(958)		(3,781)
Loss on commodity forward contracts	(1,153)		(5,575)
Loss on debt refinancing	(30,066)		—
Net periodic benefit cost, excluding service cost	(2,410)		(4,381)
Other	(3,333)		(97)
Other, net	$	(39,397)	$	(12,281)

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The following table presents the provision for/(benefit from) income taxes for the three months ended March 31, 2021 and 2020:

	For the three months ended
	March 31, 2021		March 31, 2020
Provision for/(benefit from) income taxes	$	20,281	$	(1,516)

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Net Income per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of weighted-average ordinary shares outstanding

For the three months ended March 31, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2021	March 31, 2020
Basic weighted-average ordinary shares outstanding	157,764	157,599
Dilutive effect of stock options	708	334
Dilutive effect of unvested restricted securities	758	452
Diluted weighted-average ordinary shares outstanding	159,230	158,385

Schedule of antidilutive securities

These potential ordinary shares were as follows:

	For the three months ended
	March 31, 2021	March 31, 2020
Anti-dilutive shares excluded	6	1,385
Contingently issuable shares excluded	950	596

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Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Components of inventories

The following table presents the components of inventories as of March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Finished goods	$	152,729	$	170,488
Work-in-process	96,730		87,006
Raw materials	218,987		193,511
Inventories	$	468,446	$	451,005

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Pension and Other Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2021

Retirement Benefits [Abstract]

Schedule of components of net periodic benefit cost

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2021 and 2020 were as follows:

	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2021		2020		2021		2020		2021		2020		2021		2020
Service cost	$	—	$	—	$	2	$	2	$	978	$	769	$	980	$	771
Interest cost	120		267		21		37		404		315		545		619
Expected return on plan assets	(226)		(433)		—		—		(178)		(174)		(404)		(607)
Amortization of net loss	401		295		—		10		459		236		860		541
Amortization of prior service (credit)/cost	—		—		(159)		(196)		3		2		(156)		(194)
Loss on settlement	1,565		4,022		—		—		—		—		1,565		4,022
Net periodic benefit cost/(credit)	$	1,860	$	4,151	$	(136)	$	(147)	$	1,666	$	1,148	$	3,390	$	5,152

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Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

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

Our long-term debt, finance lease, and other financing obligations as of March 31, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	March 31, 2021		December 31, 2020
Term Loan	September 20, 2026	$	454,938	$	456,096
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
4.375% Senior Notes	February 15, 2030	450,000		450,000
3.75% Senior Notes	February 15, 2031	750,000		750,000
4.0% Senior Notes	April 15, 2029	750,000		—
Other		2,605		—
Less: discount		(8,416)		(9,605)
Less: deferred financing costs		(30,495)		(28,114)
Less: current portion		(7,235)		(754,630)
Long-term debt, net		$	3,961,397	$	3,213,747
Finance lease and other financing obligations		$	30,048	$	30,506
Less: current portion		(2,443)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,605	$	27,931

Debt Instrument Redemption

Period beginning April 15,	Price
2024	102.000	%
2025	101.000	%
2026 and thereafter	100.000	%

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Roll forward of components of Accumulated other comprehensive loss

The components of accumulated other comprehensive loss for the three months ended March 31, 2021 were as follows:

	Cash Flow Hedges		Defined Benefit and Retiree Healthcare Plans		Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(6,733)	$	(42,802)	$	(49,535)
Other comprehensive loss before reclassifications, net of tax	11,530		—		11,530
Reclassifications from accumulated other comprehensive loss, net of tax	2,748		1,712		4,460
Other comprehensive income	14,278		1,712		15,990
Balance at March 31, 2021	$	7,545	$	(41,090)	$	(33,545)

Summary of amounts reclassified from Accumulated other comprehensive loss

The amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 were as follows:

	For the three months ended March 31,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	4,407	$	(6,623)	Net revenue (1)
Foreign currency forward contracts	(743)		(1,768)		Cost of revenue (1)
Total, before taxes	3,664		(8,391)		Income before taxes
Income tax effect	(916)		2,098		Provision for/(benefit from) income taxes
Total, net of taxes	$	2,748	$	(6,293)	Net income
Defined benefit and retiree healthcare plans	$	2,269	$	4,369	Other, net (2)
Income tax effect	(557)		(1,027)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,712	$	3,342	Net income

__________________________

(1)    Refer to Note 15: Derivative Instruments and Hedging Activities for additional information 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 information on net periodic benefit cost/(credit).

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Fair Value Measures (Tables)

3 Months Ended

Mar. 31, 2021

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 March 31, 2021 and December 31, 2020 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,568	$	16,163
Commodity forward contracts	6,596		8,902
Total	$	24,164	$	25,065
Liabilities
Foreign currency forward contracts	$	7,614	$	24,660
Commodity forward contracts	1,750		310
Total	$	9,364	$	24,970

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 March 31, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	March 31, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	454,938	$	454,938	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	441,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	770,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	469,125	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	736,875	$	750,000	$	776,250
4.0% Senior Notes	$	750,000	$	761,250	$	—	$	—

___________________________________

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

Equity securities without readily determinable fair value

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

	March 31, 2021		December 31, 2020
Quanergy Systems, Inc.	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of outstanding derivative instruments

As of March 31, 2021, 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)
15.0 EUR	March 29, 2021	April 30, 2021	Euro ("EUR") to USD	1.18 USD	Not designated
320.3 EUR	Various from May 2019 to March 2021	Various from April 2021 to March 2023	EUR to USD	1.18 USD	Cash flow hedge
667.0 CNY	March 29, 2021	April 30, 2021	USD to Chinese Renminbi ("CNY")	6.58 CNY	Not designated
781.2 CNY	Various from November 2020 to January 2021	Various from April to December 2021	USD to CNY	6.64 CNY	Cash flow hedge
917.0 JPY	March 29, 2021	April 30, 2021	USD to Japanese Yen ("JPY")	109.68 JPY	Not designated
19,433.3 KRW	Various from May 2019 to March 2021	Various from April 2021 to February 2023	USD to Korean Won ("KRW")	1,151.96 KRW	Cash flow hedge
23.0 MYR	March 29, 2021	April 30, 2021	USD to Malaysian Ringgit ("MYR")	4.13 MYR	Not designated
449.0 MXN	March 29, 2021	April 30, 2021	USD to Mexican Peso ("MXN")	20.81 MXN	Not designated
2,998.8 MXN	Various from May 2019 to March 2021	Various from April 2021 to March 2023	USD to MXN	22.57 MXN	Cash flow hedge
5.5 GBP	March 29, 2021	April 30, 2021	British Pound Sterling ("GBP") to USD	1.38 USD	Not Designated
51.0 GBP	Various from May 2019 to March 2021	Various from April 2021 to March 2023	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 March 31, 2021, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	695,250 troy oz.	April 2021 - February 2023	$22.22
Gold	7,160 troy oz.	April 2021 - February 2023	$1,784.90
Nickel	153,661 pounds	April 2021 - February 2023	$7.06
Aluminum	2,115,667 pounds	April 2021 - February 2023	$0.88
Copper	1,689,875 pounds	April 2021 - February 2023	$3.06
Platinum	7,289 troy oz.	April 2021 - February 2023	$965.83
Palladium	774 troy oz.	April 2021 - February 2023	$2,086.90

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 March 31, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	March 31, 2021		December 31, 2020		Balance Sheet Location	March 31, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	13,616	$	11,281	Accrued expenses and other current liabilities	$	6,767	$	18,834
Foreign currency forward contracts	Other assets	3,558		4,728		Other long-term liabilities	742		5,182
Total		$	17,174	$	16,009		$	7,509	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,830	$	7,598	Accrued expenses and other current liabilities	$	939	$	149
Commodity forward contracts	Other assets	766		1,304		Other long-term liabilities	811		161
Foreign currency forward contracts	Prepaid expenses and other current assets	394		154		Accrued expenses and other current liabilities	105		644
Total		$	6,990	$	9,056		$	1,855	$	954

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/(loss) for the three months ended March 31, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	2021		2020			2021		2020
Foreign currency forward contracts	$	18,799	$	12,544	Net revenue	$	(4,407)	$	6,623
Foreign currency forward contracts	$	(3,425)	$	(29,630)	Cost of revenue	$	743	$	1,768

Derivatives not designated as hedging instruments	Amount of Loss Recognized in Net Income				Location of Loss Recognized in Net Income
	2021		2020
Commodity forward contracts	$	(1,153)	$	(5,575)	Other, net
Foreign currency forward contracts	$	(958)	$	(3,781)	Other, net

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of segment reporting information by segment

The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the three months ended March 31, 2021 and 2020 (recast to reflect realignment of performance measures in the second quarter of 2020 as discussed above):

	For the three months ended
	March 31, 2021		March 31, 2020
Net revenue:
Performance Sensing	$	714,512	$	568,689
Sensing Solutions	228,016		205,580
Total net revenue	$	942,528	$	774,269
Segment operating income (as defined above):
Performance Sensing	$	195,844	$	135,046
Sensing Solutions	66,894		56,529
Total segment operating income	262,738		191,575
Corporate and other	(68,638)		(95,386)
Amortization of intangible assets	(32,064)		(33,092)
Restructuring and other charges, net	(4,582)		(4,498)
Operating income	157,454		58,599
Interest expense, net	(44,043)		(39,403)
Other, net	(39,397)		(12,281)
Income before taxes	$	74,014	$	6,915

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 942,528	$ 774,269
Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	714,512	568,689
Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	228,016	205,580
Automotive
Disaggregation of Revenue [Line Items]
Net revenue	548,213	445,939
Automotive | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	536,713	437,703
Automotive | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	11,500	8,236
HVOR
Disaggregation of Revenue [Line Items]
Net revenue	177,799	130,986
HVOR | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	177,799	130,986
HVOR | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Industrial
Disaggregation of Revenue [Line Items]
Net revenue	90,475	80,599
Industrial | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Industrial | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	90,475	80,599
Appliance and HVAC
Disaggregation of Revenue [Line Items]
Net revenue	59,916	45,396
Appliance and HVAC | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Appliance and HVAC | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	59,916	45,396
Aerospace
Disaggregation of Revenue [Line Items]
Net revenue	32,677	42,124
Aerospace | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Aerospace | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	32,677	42,124
Other
Disaggregation of Revenue [Line Items]
Net revenue	33,448	29,225
Other | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Other | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	$ 33,448	$ 29,225

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Share-Based Payment Plans - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 5,099	$ 6,084
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	460	2,489
Restricted securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 4,639	$ 3,595

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Restructuring and Other Charges, Net - Narrative (Details) - Q2 2020 Global Restructure Program $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) position	Mar. 31, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated | position	880
Restructuring and other charges	$ 1,824	$ 0
Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated | position	286
Restructuring and other charges	$ 1,528
Site Closures | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	800
Site Closures | Minimum
Restructuring Cost and Reserve [Line Items]
Expected cost	6,000
Site Closures | Minimum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000
Site Closures | Maximum
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000
Site Closures | Maximum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	$ 4,000

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Restructuring and Other Charges, Net - Restructuring Components (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) position	Mar. 31, 2020 USD ($)
Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Positions | position	880
Restructuring and other charges	$ 1,824	$ 0
Q2 2020 Global Restructure Program | Corporate and other
Restructuring Cost and Reserve [Line Items]
Positions | position	414
Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Positions | position	180
Restructuring and other charges	$ 296
Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Positions | position	286
Restructuring and other charges	$ 1,528
Reductions-in-Force
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,259
Reductions-in-Force | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,073
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum
Restructuring Cost and Reserve [Line Items]
Expected cost	31,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	11,400
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	10,700
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	8,900
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum
Restructuring Cost and Reserve [Line Items]
Expected cost	33,700
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	12,500
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	11,600
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	9,600
Site Closures | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	800
Site Closures | Q2 2020 Global Restructure Program | Minimum
Restructuring Cost and Reserve [Line Items]
Expected cost	6,000
Site Closures | Q2 2020 Global Restructure Program | Minimum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	0
Site Closures | Q2 2020 Global Restructure Program | Minimum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000
Site Closures | Q2 2020 Global Restructure Program | Minimum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000
Site Closures | Q2 2020 Global Restructure Program | Maximum
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000
Site Closures | Q2 2020 Global Restructure Program | Maximum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	0
Site Closures | Q2 2020 Global Restructure Program | Maximum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	4,000
Site Closures | Q2 2020 Global Restructure Program | Maximum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	$ 4,000

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Restructuring and Other Charges, Net - Schedule of Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Loss Contingencies [Line Items]
Restructuring and other charges, net	$ 4,582	$ 4,498
Q2 2020 Global Restructure Program
Loss Contingencies [Line Items]
Q2 2020 Global Restructure Program charges	1,824	0
Other
Loss Contingencies [Line Items]
Severance costs, net	186	3,897
Facility and other exit costs	666	0
Other	$ 1,906	$ 601

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Restructuring and Other Charges, Net - Schedule of Changes to Restructuring Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Q2 2020 Global Restructure Program
Restructuring Reserve [Roll Forward]
Charges, net of reversals	$ (1,824)	$ 0
Reductions-in-Force
Restructuring Reserve [Roll Forward]
Balance at December 31, 2020	14,879
Charges, net of reversals	(1,259)
Payments	(3,573)
Foreign currency remeasurement	(224)
Balance at March 31, 2021	12,341
Reductions-in-Force | Q2 2020 Global Restructure Program
Restructuring Reserve [Roll Forward]
Balance at December 31, 2020	10,842
Charges, net of reversals	(1,073)
Payments	(3,054)
Foreign currency remeasurement	(207)
Balance at March 31, 2021	8,654
Reductions-in-Force | Other
Restructuring Reserve [Roll Forward]
Balance at December 31, 2020	4,037
Charges, net of reversals	(186)
Payments	(519)
Foreign currency remeasurement	(17)
Balance at March 31, 2021	$ 3,687

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Other, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other Income and Expenses [Abstract]
Currency remeasurement (loss)/gain on net monetary assets	$ (1,477)	$ 1,553
Loss on foreign currency forward contracts	(958)	(3,781)
Loss on commodity forward contracts	(1,153)	(5,575)
Loss on debt refinancing	(30,066)	0
Net periodic benefit cost, excluding service cost	(2,410)	(4,381)
Other	(3,333)	(97)
Other, net	$ (39,397)	$ (12,281)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Provision for/(benefit from) income taxes	$ 20,281	$ (1,516)
Deferred income tax benefit		$ 7,500

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Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Basic weighted-average ordinary shares outstanding (in shares)	157,764	157,599
Dilutive effect of stock options (in shares)	708	334
Dilutive effect of unvested restricted securities (in shares)	758	452
Diluted weighted-average ordinary shares outstanding (in shares)	159,230	158,385

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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
	Mar. 31, 2021	Mar. 31, 2020
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)	6	1,385
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)	950	596

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory, Net [Abstract]
Finished goods	$ 152,729	$ 170,488
Work-in-process	96,730	87,006
Raw materials	218,987	193,511
Inventories	$ 468,446	$ 451,005

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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
	Mar. 31, 2021	Mar. 31, 2020
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 980	$ 771
Interest cost	545	619
Expected return on plan assets	(404)	(607)
Amortization of net loss	860	541
Amortization of prior service (credit)/cost	(156)	(194)
Loss on settlement	1,565	4,022
Net periodic benefit cost/(credit)	3,390	5,152
U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0	0
Interest cost	120	267
Expected return on plan assets	(226)	(433)
Amortization of net loss	401	295
Amortization of prior service (credit)/cost	0	0
Loss on settlement	1,565	4,022
Net periodic benefit cost/(credit)	1,860	4,151
U.S. Plans | Retiree Healthcare
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	2	2
Interest cost	21	37
Expected return on plan assets	0	0
Amortization of net loss	0	10
Amortization of prior service (credit)/cost	(159)	(196)
Loss on settlement	0	0
Net periodic benefit cost/(credit)	(136)	(147)
Non-U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	978	769
Interest cost	404	315
Expected return on plan assets	(178)	(174)
Amortization of net loss	459	236
Amortization of prior service (credit)/cost	3	2
Loss on settlement	0	0
Net periodic benefit cost/(credit)	$ 1,666	$ 1,148

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Debt - Debt Schedule (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: discount	$ (8,416)	$ (9,605)
Less: deferred financing costs	(30,495)	(28,114)
Less: current portion	(7,235)	(754,630)
Long-term debt, net	3,961,397	3,213,747
Finance lease and other financing obligations	30,048	30,506
Less: current portion	(2,443)	(2,575)
Finance lease and other financing obligations, less current portion	$ 27,605	27,931
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%
3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	3.75%
4.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.00%
Secured Debt | Term Loan
Debt Instrument [Line Items]
Gross long-term debt	$ 454,938	456,096
Senior Notes | 4.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.875%
Gross long-term debt	$ 500,000	500,000
Senior Notes | 5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.625%
Gross long-term debt	$ 400,000	400,000
Senior Notes | 5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.00%
Gross long-term debt	$ 700,000	700,000
Senior Notes | 6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	6.25%
Gross long-term debt	$ 0	750,000
Senior Notes | 4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.375%
Gross long-term debt	$ 450,000	450,000
Senior Notes | 3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	3.75%
Gross long-term debt	$ 750,000	750,000
Senior Notes | 4.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.00%
Gross long-term debt	$ 750,000	0
Other Debt
Debt Instrument [Line Items]
Gross long-term debt	$ 2,605	$ 0

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Debt - Narrative (Details) - USD ($)				1 Months Ended	3 Months Ended
	Apr. 08, 2021	Mar. 29, 2021	Mar. 05, 2021	Mar. 05, 2021	Mar. 31, 2021	Mar. 31, 2020	Feb. 03, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on debt refinancing					$ (30,066,000)	$ 0
Accrued interest					$ 44,800,000			$ 53,600,000
6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					6.25%
4.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.00%
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%
4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.375%
3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					3.75%
3.75% Senior Notes | Debt Instrument, Redemption Term, Scenario Two
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		101.00%
3.75% Senior Notes | Debt Instrument, Redemption Term, Scenario Three
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		100.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Prior to April 15, 2024
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage					100.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Prior to April 15, 2024 | Debt Instrument, Redemption Term, Scenario One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		104.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Prior to April 15, 2024 | Maximum | Debt Instrument, Redemption Term, Scenario One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage of principal amount redeemed		40.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Beginning April 15, 2024
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		102.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Beginning April 15, 2024 | Minimum | Debt Instrument, Redemption Term, Scenario One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage of principal amount redeemed		60.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Beginning April 15, 2025
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		101.00%
3.75% Senior Notes | Debt Instrument, Redemption Period, Beginning April 15, 2026 and thereafter
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		100.00%
Senior Notes | 6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					6.25%
Debt redemption, aggregate principal amount							$ 750,000,000.0
Debt instrument, redemption price, percentage			103.125%
Payment of premium on debt redemption			$ 23,400,000
Debt redemption, accrued interest				$ 2,600,000
Loss on debt refinancing					$ (30,100,000)
Debt redemption, premium paid					$ 23,400,000
Senior Notes | 4.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.00%
Debt instrument, face amount		$ 750,000,000.0
Deferred financing costs					$ 9,600,000
Senior Notes | Senior Notes 4.0% Due 2029, Additional Notes | Subsequent Event
Debt Instrument [Line Items]
Debt instrument, face amount	$ 250,000,000.0
Debt instrument, issued price as percentage of face value	100.75%
Senior Notes | 4.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.875%
Senior Notes | 5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.625%
Senior Notes | 5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.00%
Senior Notes | 4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.375%
Senior Notes | 3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					3.75%
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Amount available under revolving credit facility					$ 416,100,000
Line of credit facility, maximum borrowing capacity					420,000,000.0
Letters of credit outstanding, amount					3,900,000
Letter of Credit | Line of Credit
Debt Instrument [Line Items]
Long-term line of credit					$ 0

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Shareholders' Equity - Narrative (Details)	Mar. 31, 2021 USD ($)
Equity [Abstract]
Stock repurchase program, authorized amount	$ 500,000,000.0
Remaining amount under share repurchase program	$ 302,300,000

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Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	$ 2,705,486	$ 2,573,755
Other comprehensive income	15,990	(15,992)
Ending Balance	2,790,643	2,537,797
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(6,733)
Other comprehensive loss before reclassifications, net of tax	11,530
Reclassifications from accumulated other comprehensive loss, net of tax	2,748
Other comprehensive income	14,278
Ending Balance	7,545
Defined Benefit and Retiree Healthcare Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(42,802)
Other comprehensive loss before reclassifications, net of tax	0
Reclassifications from accumulated other comprehensive loss, net of tax	1,712
Other comprehensive income	1,712
Ending Balance	(41,090)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(49,535)	(20,484)
Other comprehensive loss before reclassifications, net of tax	11,530
Reclassifications from accumulated other comprehensive loss, net of tax	4,460
Other comprehensive income	15,990
Ending Balance	$ (33,545)	$ (36,476)

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Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	$ 942,528	$ 774,269
Cost of revenue	635,349	566,406
Income before taxes	74,014	6,915
Other, net	(39,397)	(12,281)
Provision for/(benefit from) income taxes	(20,281)	1,516
Net income	53,733	8,431
(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	3,664	(8,391)
Provision for/(benefit from) income taxes	(916)	2,098
Net income	2,748	(6,293)
(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	4,407	(6,623)
Cost of revenue	(743)	(1,768)
(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	2,269	4,369
Provision for/(benefit from) income taxes	(557)	(1,027)
Net income	$ 1,712	$ 3,342

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Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Level 2 - Recurring - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets
Foreign currency forward contracts	$ 17,568	$ 16,163
Commodity forward contracts	6,596	8,902
Total	24,164	25,065
Liabilities
Foreign currency forward contracts	7,614	24,660
Commodity forward contracts	1,750	310
Total	$ 9,364	$ 24,970

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Fair Value Measures - Financial Instruments Not Recorded at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
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%
4.375% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.375%
3.75% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	3.75%
4.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.00%
Level 2 | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 454,938	$ 454,955
Level 2 | 4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	533,750	538,750
Level 2 | 5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	441,000	448,000
Level 2 | 5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	770,000	777,000
Level 2 | 6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	778,125
Level 2 | 4.375% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	469,125	487,125
Level 2 | 3.75% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	736,875	776,250
Level 2 | 4.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	761,250	0
Level 2 | Carrying Value | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	454,938	456,096
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	0	750,000
Level 2 | Carrying Value | 4.375% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	450,000	450,000
Level 2 | Carrying Value | 3.75% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	750,000	750,000
Level 2 | Carrying Value | 4.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 750,000	$ 0

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Fair Value Measures - Equity Instruments without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity investment	$ 65,000	$ 65,000
Quanergy Systems, Inc.
Schedule of Equity Method Investments [Line Items]
Equity investment	50,000	50,000
Other
Schedule of Equity Method Investments [Line Items]
Equity investment	$ 15,000	$ 15,000

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Derivative Instruments and Hedging Activities - Narrative (Details)	Mar. 31, 2021 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency cash flow gain to be reclassified during next 12 months	$ 6,700,000
Termination value of outstanding derivatives in a liability position	9,400,000
Collateral already posted, aggregate fair value	$ 0

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Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - 3 months ended Mar. 31, 2021 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions	EUR (€) ozt lb $ / $ $ / ¥ € / $ $ / ¥ $ / RM £ / $ $ / ₩	CNY (¥) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩	JPY (¥) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩	KRW (₩) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩	MYR (RM) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩	MXN ($) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩	GBP (£) $ / $ $ / ¥ $ / ¥ € / $ £ / $ $ / RM $ / ₩
Foreign currency forward contracts | Not designated | Euro ("EUR") to USD
Hedges of Foreign Currency Risk
Notional | €	€ 15.0
Weighted-Average Strike Rate | € / $	1.18	1.18	1.18	1.18	1.18	1.18	1.18
Foreign currency forward contracts | Not designated | USD to Chinese Renminbi ("CNY")
Hedges of Foreign Currency Risk
Notional | ¥		¥ 667.0
Weighted-Average Strike Rate | $ / ¥	6.58	6.58	6.58	6.58	6.58	6.58	6.58
Foreign currency forward contracts | Not designated | USD to Japanese Yen ("JPY")
Hedges of Foreign Currency Risk
Notional | ¥			¥ 917.0
Weighted-Average Strike Rate | $ / ¥	109.68	109.68	109.68	109.68	109.68	109.68	109.68
Foreign currency forward contracts | Not designated | USD to Malaysian Ringgit ("MYR")
Hedges of Foreign Currency Risk
Notional | RM					RM 23.0
Weighted-Average Strike Rate | $ / RM	4.13	4.13	4.13	4.13	4.13	4.13	4.13
Foreign currency forward contracts | Not designated | USD to Mexican Peso ("MXN")
Hedges of Foreign Currency Risk
Notional | $						$ 449.0
Weighted-Average Strike Rate | $ / $	20.81	20.81	20.81	20.81	20.81	20.81	20.81
Foreign currency forward contracts | Not designated | British Pound Sterling ("GBP") to USD
Hedges of Foreign Currency Risk
Notional | £							£ 5.5
Weighted-Average Strike Rate | £ / $	1.38	1.38	1.38	1.38	1.38	1.38	1.38
Foreign currency forward contracts | Cash flow hedge | Euro ("EUR") to USD
Hedges of Foreign Currency Risk
Notional | €	€ 320.3
Weighted-Average Strike Rate | € / $	1.18	1.18	1.18	1.18	1.18	1.18	1.18
Foreign currency forward contracts | Cash flow hedge | USD to Chinese Renminbi ("CNY")
Hedges of Foreign Currency Risk
Notional | ¥		¥ 781.2
Weighted-Average Strike Rate | $ / ¥	6.64	6.64	6.64	6.64	6.64	6.64	6.64
Foreign currency forward contracts | Cash flow hedge | USD to Korean Won ("KRW")
Hedges of Foreign Currency Risk
Notional | ₩				₩ 19,433.3
Weighted-Average Strike Rate | $ / ₩	1,151.96	1,151.96	1,151.96	1,151.96	1,151.96	1,151.96	1,151.96
Foreign currency forward contracts | Cash flow hedge | USD to Mexican Peso ("MXN")
Hedges of Foreign Currency Risk
Notional | $						$ 2,998.8
Weighted-Average Strike Rate | $ / $	22.57	22.57	22.57	22.57	22.57	22.57	22.57
Foreign currency forward contracts | Cash flow hedge | British Pound Sterling ("GBP") to USD
Hedges of Foreign Currency Risk
Notional | £							£ 51.0
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	22.22	22.22	22.22	22.22	22.22	22.22	22.22
Hedges of Commodity Risk
Notional	695,250
Gold | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	1,784.90	1,784.90	1,784.90	1,784.90	1,784.90	1,784.90	1,784.90
Hedges of Commodity Risk
Notional	7,160
Nickel | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	7.06	7.06	7.06	7.06	7.06	7.06	7.06
Hedges of Commodity Risk
Notional | lb	153,661
Aluminum | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	0.88	0.88	0.88	0.88	0.88	0.88	0.88
Hedges of Commodity Risk
Notional | lb	2,115,667
Copper | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	3.06	3.06	3.06	3.06	3.06	3.06	3.06
Hedges of Commodity Risk
Notional | lb	1,689,875
Platinum | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	965.83	965.83	965.83	965.83	965.83	965.83	965.83
Hedges of Commodity Risk
Notional	7,289
Palladium | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	2,086.90	2,086.90	2,086.90	2,086.90	2,086.90	2,086.90	2,086.90
Hedges of Commodity Risk
Notional	774

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Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Cash flow hedge
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 17,174	$ 16,009
Liability Derivatives	7,509	24,016
Not designated
Derivatives, Fair Value [Line Items]
Asset Derivatives	6,990	9,056
Liability Derivatives	1,855	954
Foreign currency forward contracts | Cash flow hedge | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	13,616	11,281
Foreign currency forward contracts | Cash flow hedge | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	3,558	4,728
Foreign currency forward contracts | Cash flow hedge | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	6,767	18,834
Foreign currency forward contracts | Cash flow hedge | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	742	5,182
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	394	154
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	105	644
Commodity forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	5,830	7,598
Commodity forward contracts | Not designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	766	1,304
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	939	149
Commodity forward contracts | Not designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 811	$ 161

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Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
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/(Loss)	$ 18,799	$ 12,544
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(4,407)	6,623
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/(Loss)	(3,425)	(29,630)
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	743	1,768
Foreign currency forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Net Income	(958)	(3,781)
Commodity forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Net Income	$ (1,153)	$ (5,575)

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Acquisitions (Details) $ in Millions	Feb. 11, 2021 USD ($)
Xirgo
Business Acquisition [Line Items]
Aggregate purchase price	$ 400.0

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Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment	2
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	$ 942,528	$ 774,269
Operating income	157,454	58,599
Amortization of intangible assets	(32,064)	(33,092)
Interest expense, net	(44,043)	(39,403)
Other, net	(39,397)	(12,281)
Income before taxes	$ 74,014	6,915
Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Number of operating segments | segment	2
Net revenue	$ 714,512	568,689
Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	228,016	205,580
Operating segments
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	942,528	774,269
Operating income	262,738	191,575
Operating segments | Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	714,512	568,689
Operating income	195,844	135,046
Operating segments | Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	228,016	205,580
Operating income	66,894	56,529
Corporate and other
Reconciliation from Segment Totals to Consolidated [Abstract]
Operating income	(68,638)	(95,386)
Segment reconciling items
Reconciliation from Segment Totals to Consolidated [Abstract]
Amortization of intangible assets	(32,064)	(33,092)
Restructuring and other charges, net	$ (4,582)	$ (4,498)