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 June 30, 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 July 15, 2021, 158,374,184 ordinary shares were outstanding.

TABLE OF CONTENTS

PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	3
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	4
		Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three and Six Months Ended June 30, 2021 and 2020	5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 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	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	37
PART II
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
	Item 3.	Defaults Upon Senior Securities	38
	Item 6.	Exhibits	39
		Signatures	40

2

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

	June 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	1,861,769	$	1,861,980
Accounts receivable, net of allowances of $20,223 and $19,033 as of June 30, 2021 and December 31, 2020, respectively	694,317		576,647
Inventories	503,641		451,005
Prepaid expenses and other current assets	117,401		90,340
Total current assets	3,177,128		2,979,972
Property, plant and equipment, net	801,342		803,825
Goodwill	3,308,939		3,111,349
Other intangible assets, net of accumulated amortization of $2,211,355 and $2,145,634 as of June 30, 2021 and December 31, 2020, respectively	892,521		691,549
Deferred income tax assets	79,625		84,785
Other assets	158,803		172,722
Total assets	$	8,418,358	$	7,844,202
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	7,281	$	757,205
Accounts payable	473,932		393,907
Income taxes payable	25,663		19,215
Accrued expenses and other current liabilities	330,056		324,830
Total current liabilities	836,932		1,495,157
Deferred income tax liabilities	301,471		259,857
Pension and other post-retirement benefit obligations	44,146		48,002
Finance lease and other financing obligations, less current portion	27,220		27,931
Long-term debt, net	4,213,830		3,213,747
Other long-term liabilities	81,311		94,022
Total liabilities	5,504,910		5,138,716
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 174,005 and 173,266 shares issued as of June 30, 2021 and December 31, 2020, respectively	2,229		2,220
Treasury shares, at cost, 15,631 shares as of June 30, 2021 and December 31, 2020	(784,596)		(784,596)
Additional paid-in capital	1,789,863		1,759,668
Retained earnings	1,936,427		1,777,729
Accumulated other comprehensive loss	(30,475)		(49,535)
Total shareholders’ equity	2,913,448		2,705,486
Total liabilities and shareholders’ equity	$	8,418,358	$	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				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net revenue	$	992,660	$	576,505	$	1,935,188	$	1,350,774
Operating costs and expenses:
Cost of revenue	658,285		412,443		1,293,634		978,849
Research and development	42,913		30,239		78,869		64,692
Selling, general and administrative	86,821		64,730		163,944		141,951
Amortization of intangible assets	34,857		32,743		66,921		65,835
Restructuring and other charges, net	5,029		38,218		9,611		42,716
Total operating costs and expenses	827,905		578,373		1,612,979		1,294,043
Operating income/(loss)	164,755		(1,868)		322,209		56,731
Interest expense, net	(45,213)		(40,808)		(89,256)		(80,211)
Other, net	1,012		1,576		(38,385)		(10,705)
Income/(loss) before taxes	120,554		(41,100)		194,568		(34,185)
Provision for/(benefit from) income taxes	7,638		1,441		27,919		(75)
Net income/(loss)	$	112,916	$	(42,541)	$	166,649	$	(34,110)
Basic net income/(loss) per share	$	0.71	$	(0.27)	$	1.05	$	(0.22)
Diluted net income/(loss) per share	$	0.71	$	(0.27)	$	1.05	$	(0.22)

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				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net income/(loss)	$	112,916	$	(42,541)	$	166,649	$	(34,110)
Other comprehensive income/(loss):
Cash flow hedges	1,398		(5,167)		15,676		(24,501)
Defined benefit and retiree healthcare plans	1,672		1,672		3,384		5,014
Other comprehensive income/(loss)	3,070		(3,495)		19,060		(19,487)
Comprehensive income/(loss)	$	115,986	$	(46,036)	$	185,709	$	(53,597)

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 six months ended
	June 30, 2021		June 30, 2020
Cash flows from operating activities:
Net income/(loss)	$	166,649	$	(34,110)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation	62,833		65,288
Amortization of debt issuance costs	3,426		3,263
Share-based compensation	11,475		9,590
Loss on debt financing	30,066		—
Amortization of intangible assets	66,921		65,835
Deferred income taxes	(7,070)		1,500
Loss on litigation judgment	—		41,314
Unrealized loss on derivative instruments and other	12,700		8,035
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(97,906)		114,162
Inventories	(45,664)		17,871
Prepaid expenses and other current assets	(8,280)		14,790
Accounts payable and accrued expenses	68,764		(99,467)
Income taxes payable	6,448		(34,368)
Other	(2,431)		(3,431)
Net cash provided by operating activities	267,931		170,272
Cash flows from investing activities:
Acquisitions, net of cash received	(421,951)		—
Additions to property, plant and equipment and capitalized software	(63,572)		(56,697)
Investment in debt and equity securities	(6,444)		(5,817)
Other	2,862		2,019
Net cash used in investing activities	(489,105)		(60,495)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	17,957		1,146
Payment of employee restricted stock tax withholdings	(7,948)		(2,314)
Proceeds from borrowings on debt	1,001,875		400,000
Payments on debt	(757,889)		(4,604)
Payments to repurchase ordinary shares	—		(35,175)
Payments of debt financing costs	(33,032)		—
Net cash provided by financing activities	220,963		359,053
Net change in cash and cash equivalents	(211)		468,830
Cash and cash equivalents, beginning of period	1,861,980		774,119
Cash and cash equivalents, end of period	$	1,861,769	$	1,242,949

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 March 31, 2021	173,533	$	2,223	(15,631)	$	(784,596)	$	1,775,320	$	1,831,241	$	(33,545)	$	2,790,643
Surrender of shares for tax withholding	—	—		(132)	(7,727)		—		—		—		(7,727)
Stock options exercised	208	3		—	—		8,167		—		—		8,170
Vesting of restricted securities	396	5		—	—		—		(5)		—		—
Retirement of ordinary shares	(132)	(2)		132	7,727		—		(7,725)		—		—
Share-based compensation	—	—		—	—		6,376		—		—		6,376
Net income	—	—		—	—		—		112,916		—		112,916
Other comprehensive income	—	—		—	—		—		—		3,070		3,070
Balance as of June 30, 2021	174,005	$	2,229	(15,631)	$	(784,596)	$	1,789,863	$	1,936,427	$	(30,475)	$	2,913,448

	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	—	—		(136)	(7,948)		—		—		—		(7,948)
Stock options exercised	467	6		—	—		18,720		—		—		18,726
Vesting of restricted securities	408	5		—	—		—		(5)		—		—
Retirement of ordinary shares	(136)	(2)		136	7,948		—		(7,946)		—		—
Share-based compensation	—	—		—	—		11,475		—		—		11,475
Net income	—	—		—	—		—		166,649		—		166,649
Other comprehensive income	—	—		—	—		—		—		19,060		19,060
Balance as of June 30, 2021	174,005	$	2,229	(15,631)	$	(784,596)	$	1,789,863	$	1,936,427	$	(30,475)	$	2,913,448

	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Number	Amount		Number	Amount
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
Surrender of shares for tax withholding	—	—		(83)	(2,299)		—		—		—		(2,299)
Stock options exercised	21	1		—	—		436		—		—		437
Vesting of restricted securities	310	3		—	—		—		(3)		—		—
Retirement of ordinary shares	(83)	(1)		83	2,299		—		(2,298)		—		—
Share-based compensation	—	—		—	—		3,506		—		—		3,506
Net loss	—	—		—	—		—		(42,541)		—		(42,541)
Other comprehensive loss	—	—		—	—		—		—		(3,495)		(3,495)
Balance as of June 30, 2020	172,844	$	2,215	(15,631)	$	(784,596)	$	1,735,826	$	1,579,931	$	(39,971)	$	2,493,405

	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	—	—		(83)	(2,314)		—		—		—		(2,314)
Stock options exercised	55	1		—	—		1,145		—		—		1,146
Vesting of restricted securities	311	3		—	—		—		(3)		—		—
Repurchase of ordinary shares	—	—		(898)	(35,175)		—		—		—		(35,175)
Retirement of ordinary shares	(83)	(1)		83	2,314		—		(2,313)		—		—
Share-based compensation	—	—		—	—		9,590		—		—		9,590
Net loss	—	—		—	—		—		(34,110)		—		(34,110)
Other comprehensive loss	—	—		—	—		—		—		(19,487)		(19,487)
Balance as of June 30, 2020	172,844	$	2,215	(15,631)	$	(784,596)	$	1,735,826	$	1,579,931	$	(39,971)	$	2,493,405

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 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 tables presents net revenue disaggregated by segment and end market for the three and six months ended June 30, 2021 and 2020:

	For the three months ended June 30, 2021						For the three months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	518,367	$	12,052	$	530,419	$	286,499	$	7,279	$	293,778
HVOR (1)	223,485		—		223,485		98,708		—		98,708
Industrial	—		105,474		105,474		—		79,264		79,264
Appliance and HVAC (2)	—		63,187		63,187		—		43,689		43,689
Aerospace	—		32,793		32,793		—		27,193		27,193
Other	—		37,302		37,302		—		33,873		33,873
Total	$	741,852	$	250,808	$	992,660	$	385,207	$	191,298	$	576,505

________________________

(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

	For the six months ended June 30, 2021						For the six months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,055,080	$	23,552	$	1,078,632	$	724,202	$	15,515	$	739,717
HVOR	401,284		—		401,284		229,694		—		229,694
Industrial	—		195,949		195,949		—		159,863		159,863
Appliance and HVAC	—		123,103		123,103		—		89,085		89,085
Aerospace	—		65,470		65,470		—		69,317		69,317
Other	—		70,750		70,750		—		63,098		63,098
Total	$	1,456,364	$	478,824	$	1,935,188	$	953,896	$	396,878	$	1,350,774

8

4. Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Stock options	$	305	$	53	$	765	$	2,542
Restricted securities	6,071		3,453		10,710		7,048
Share-based compensation expense	$	6,376	$	3,506	$	11,475	$	9,590

Equity Awards

At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan"). The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices. The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success. All awards granted subsequent to this approval were made under the 2021 Equity Plan.

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2021 Equity Plan and 2010 Equity Plan during the six months ended June 30, 2021:

Awards Granted To:	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded that May Vest	Weighted Average Grant Date Fair Value
Directors	RSU (1)(5)	27	N/A	$	58.63
Various executives and employees	RSU (2)(4)	370	N/A	$	58.37
Various executives and employees	PRSU (3)(4)	236	0.0% - 200.0%	$	58.20

________________________

(1)    These RSUs cliff vest one year from the grant date (May 2022).

(2)    RSUs vest ratably over three years, one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between February 2024 and June 2024.

(3)    These PRSUs vest on various dates between April 2024 and May 2024. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

(4)    Primarily granted under the 2010 Equity Plan.

(5)    Primarily granted under the 2021 Equity Plan.

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 then anticipated future demand outlook. As of June 30, 2021, we have recorded cumulative costs of $30.1 million over the life of the plan, of which $27.4 million related to severance charges and $2.7 million related to facility and exit costs. We have completed a majority of the actions contemplated under the Q2 2020 Global Restructure Program.

Reductions in force under the Q2 2020 Global Restructure Program have impacted approximately 560 positions as of June 30, 2021. When the remaining contemplated reduction-in-force actions are completed, which is expected in the third quarter of 2021, the total reductions in force are expected to be approximately 840 positions, reflecting total severance charges of between $27.0 million and $29.0 million. In addition, we expect total facility and exit costs incurred over the life of the Q2 2020 Global Restructure Program to be between $6.0 million and $8.0 million. We expect to settle these charges with cash on hand.

9

We expect that when fully completed, restructuring actions taken under the Q2 2020 Global Restructure Program will have impacted our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	170	$	9.3	$	10.0	$	3.0	$	4.0
Sensing Solutions	280	8.0		8.0		3.0		4.0
Corporate and other (1)	390	9.7		11.0		—		—
Total	840	$	27.0	$	29.0	$	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 and six months ended June 30, 2021 and 2020 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income. Approximately $1.0 million and $2.0 million of these charges in the three and six months ended June 30, 2021, respectively, relate to site closures in Sensing Solutions. Approximately $0.3 million of these charges in the three and six months ended June 30, 2021 relate to site closures in Performance Sensing.

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Performance Sensing	$	507	$	7,609	$	803	$	7,609
Sensing Solutions	1,612		7,181		3,140		7,181
Corporate and other	1,711		9,330		1,711		9,330
Restructuring and other charges	$	3,830	$	24,120	$	5,654	$	24,120

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Q2 2020 Global Restructure Program charges	$	3,830	$	24,120	$	5,654	$	24,120
Other restructuring charges
Severance costs, net (1)	407		—		593		3,897
Facility and other exit costs	625		—		1,291		—
Other (2)	167		14,098		2,073		14,699
Restructuring and other charges, net	$	5,029	$	38,218	$	9,611	$	42,716

___________________________________

(1)    Severance costs, net (excluding those related to the Q2 2020 Global Restructure Program) for the six months ended June 30, 2020 were related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

(2)    Other charges in the three and six months ended June 30, 2020 included a charge of $12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica Finance GmbH ("Wasica") in intellectual property litigation in the second quarter of 2020. We settled this litigation with Wasica in the third quarter of 2020.

The following table presents a rollforward of the severance portion of our restructuring obligations for the six months ended June 30, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	3,623		593		4,216
Payments	(4,931)		(2,888)		(7,819)
Foreign currency remeasurement	(103)		32		(71)
Balance at June 30, 2021	$	9,431	$	1,774	$	11,205

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The severance liability as of June 30, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Currency remeasurement gain/(loss) on net monetary assets	$	1,988	$	(1,097)	$	511	$	456
(Loss)/gain on foreign currency forward contracts	(1,419)		417		(2,377)		(3,364)
Gain/(loss) on commodity forward contracts	1,186		5,427		33		(148)
Loss on debt refinancing	—		—		(30,066)		—
Net periodic benefit cost, excluding service cost	(2,268)		(2,516)		(4,678)		(6,897)
Other	1,525		(655)		(1,808)		(752)
Other, net	$	1,012	$	1,576	$	(38,385)	$	(10,705)

7. Income Taxes

The following table presents the provision for/(benefit from) income taxes for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Provision for/(benefit from) income taxes	$	7,638	$	1,441	$	27,919	$	(75)

The increase in total tax for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was primarily due to the increase in pre-tax profits. The increase in total tax for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was predominantly due to the overall increase in income/(loss) before taxes 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 Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").

In response to the global financial and health crisis caused by COVID-19, the U.S. federal government enacted 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 tax jurisdictions with limited or no net operating loss carryforwards 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) book versus tax basis in intangible assets, (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.

8. Net Income/(Loss) per Share

Basic and diluted net income/(loss) per share are calculated by dividing net income/(loss) by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and six months ended June 30, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:

	For the three months ended		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Basic weighted-average ordinary shares outstanding	158,208	157,186	157,986	157,392
Dilutive effect of stock options (1)	670	—	689	—
Dilutive effect of unvested restricted securities (1)	466	—	612	—
Diluted weighted-average ordinary shares outstanding	159,344	157,186	159,287	157,392

___________________________________

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(1)    In the three and six months ended June 30, 2020, potential ordinary shares of approximately 66 thousand and 200 thousand, respectively, related to stock options and approximately 353 thousand and 403 thousand, respectively, related to unvested restricted securities were excluded from the calculation of diluted weighted-average ordinary shares outstanding as a result of the net loss incurred in those periods.

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/(loss) 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		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Anti-dilutive shares excluded	8	2,959	7	2,172
Contingently issuable shares excluded	1,089	1,251	1,020	923

9. Inventories

The following table presents the components of inventories as of June 30, 2021 and December 31, 2020:

	June 30, 2021		December 31, 2020
Finished goods	$	161,378	$	170,488
Work-in-process	98,194		87,006
Raw materials	244,069		193,511
Inventories	$	503,641	$	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 June 30, 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	$	3	$	1,325	$	939	$	1,327	$	942
Interest cost	120		206		21		36		401		396		542		638
Expected return on plan assets	(226)		(293)		—		—		(179)		(172)		(405)		(465)
Amortization of net loss	401		300		—		9		462		359		863		668
Amortization of prior service (credit)/cost	—		—		(159)		(197)		13		3		(146)		(194)
Loss on settlement	1,414		310		—		—		—		1,559		1,414		1,869
Net periodic benefit cost/(credit)	$	1,709	$	523	$	(136)	$	(149)	$	2,022	$	3,084	$	3,595	$	3,458

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 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	$	—	$	—	$	4	$	5	$	2,303	$	1,708	$	2,307	$	1,713
Interest cost	240		473		42		73		805		711		1,087		1,257
Expected return on plan assets	(452)		(726)		—		—		(357)		(346)		(809)		(1,072)
Amortization of net loss	802		595		—		19		921		595		1,723		1,209
Amortization of prior service (credit)/cost	—		—		(318)		(393)		16		5		(302)		(388)
Loss on settlement	2,979		4,332		—		—		—		1,559		2,979		5,891
Net periodic benefit cost/(credit)	$	3,569	$	4,674	$	(272)	$	(296)	$	3,688	$	4,232	$	6,985	$	8,610

12

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. Debt

Our long-term debt, finance lease, and other financing obligations as of June 30, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	June 30, 2021		December 31, 2020
Term Loan	September 20, 2026	$	453,780	$	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	1,000,000		—
Less: discount, net of premium		(6,097)		(9,605)
Less: deferred financing costs		(29,224)		(28,114)
Less: current portion		(4,629)		(754,630)
Long-term debt, net		$	4,213,830	$	3,213,747
Finance lease and other financing obligations		$	29,872	$	30,506
Less: current portion		(2,652)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,220	$	27,931

Revolving Credit Facility

As of June 30, 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 June 30, 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 and $1.7 million of issuance premiums, which are presented as an addition to long-term debt on our condensed consolidated balance sheets.

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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 June 30, 2021 and December 31, 2020, accrued interest totaled $46.1 million and $53.6 million, respectively.

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 the 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 June 30, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will remain on hold until we determine that market conditions warrant continuation of the program.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the six months ended June 30, 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 income before reclassifications, net of tax	11,871		—		11,871
Reclassifications from accumulated other comprehensive loss, net of tax	3,805		3,384		7,189
Other comprehensive income	15,676		3,384		19,060
Balance at June 30, 2021	$	8,943	$	(39,418)	$	(30,475)

The amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020 were as follows:

	For the three months ended June 30,				For the six months ended June 30,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020		2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	3,433	$	(6,392)	$	7,840	$	(13,015)	Net revenue (1)
Foreign currency forward contracts	(2,024)		193		(2,767)		(1,575)		Cost of revenue (1)
Total, before taxes	1,409		(6,199)		5,073		(14,590)		Income/(loss) before taxes
Income tax effect	(352)		1,550		(1,268)		3,648		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,057	$	(4,649)	$	3,805	$	(10,942)	Net income/(loss)
Defined benefit and retiree healthcare plans	$	2,131	$	2,343	$	4,400	$	6,712	Other, net (2)
Income tax effect	(459)		(671)		(1,016)		(1,698)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,672	$	1,672	$	3,384	$	5,014	Net income/(loss)

__________________________

(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).

15

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 June 30, 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.

	June 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,789	$	16,163
Commodity forward contracts	5,479		8,902
Total	$	23,268	$	25,065
Liabilities
Foreign currency forward contracts	$	7,667	$	24,660
Commodity forward contracts	2,016		310
Total	$	9,683	$	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 six months ended June 30, 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 June 30, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	June 30, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	453,780	$	453,780	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	444,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	777,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	473,625	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	740,625	$	750,000	$	776,250
4.0% Senior Notes	$	1,000,000	$	1,010,000	$	—	$	—

___________________________________

(1)    Excluding any related debt discounts, or premiums, 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.

	June 30, 2021		December 31, 2020
Quanergy	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

On June 22, 2021, Quanergy Systems, Inc. ("Quanergy") announced that it had entered into a definitive business combination agreement with CITIC Capital Acquisition Corp (NYSE: CCAC). Upon closing of the business combination, which is expected to be in the second half of 2021, subject to customary closing conditions, the combined company is expected to be listed on the New York Stock Exchange ("NYSE") under the ticker symbol QNGY. We have assessed our investment in Quanergy based on the proposed terms of the business combination agreement and concluded that there were no indicators of impairment as of June 30, 2021. Subsequent to closing, we will mark our investment to market each reporting period.

15. Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three and six months ended June 30, 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 June 30, 2021, we estimated that $9.2 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2022.

As of June 30, 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)
14.0 EUR	June 28, 2021	July 30, 2021	Euro ("EUR") to USD	1.19 USD	Not designated
370.4 EUR	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	EUR to USD	1.19 USD	Cash flow hedge
696.0 CNY	June 23, 2021	July 30, 2021	USD to Chinese Renminbi ("CNY")	6.51 CNY	Not designated
520.8 CNY	Various from November 5, 2020 to January 5, 2021	Various from July 30, 2021 to December 31, 2021	USD to CNY	6.66 CNY	Cash flow hedge
450.0 JPY	June 28, 2021	July 30, 2021	USD to Japanese Yen ("JPY")	110.82 JPY	Not designated
20,066.7 KRW	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to May 31, 2023	USD to Korean Won ("KRW")	1,143.12 KRW	Cash flow hedge
26.0 MYR	June 23, 2021	July 30, 2021	USD to Malaysian Ringgit ("MYR")	4.14 MYR	Not designated
423.0 MXN	June 28, 2021	July 30, 2021	USD to Mexican Peso ("MXN")	19.92 MXN	Not designated
3,215.0 MXN	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	USD to MXN	22.41 MXN	Cash flow hedge
5.6 GBP	June 28, 2021	July 30, 2021	British Pound Sterling ("GBP") to USD	1.39 USD	Not Designated
51.3 GBP	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	GBP to USD	1.33 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.

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Hedges of Commodity Risk

As of June 30, 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	929,084 troy oz.	July 2021 - June 2023	$24.51
Gold	8,943 troy oz.	July 2021 - June 2023	$1,819.10
Nickel	202,117 pounds	July 2021 - June 2023	$7.44
Aluminum	2,870,170 pounds	July 2021 - June 2023	$0.97
Copper	2,842,272 pounds	July 2021 - June 2023	$3.76
Platinum	9,540 troy oz.	July 2021 - June 2023	$1,045.46
Palladium	1,256 troy oz.	July 2021 - June 2023	$2,457.28

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 June 30, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2021		December 31, 2020		Balance Sheet Location	June 30, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	14,875	$	11,281	Accrued expenses and other current liabilities	$	6,928	$	18,834
Foreign currency forward contracts	Other assets	2,860		4,728		Other long-term liabilities	284		5,182
Total		$	17,735	$	16,009		$	7,212	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,041	$	7,598	Accrued expenses and other current liabilities	$	1,216	$	149
Commodity forward contracts	Other assets	438		1,304		Other long-term liabilities	800		161
Foreign currency forward contracts	Prepaid expenses and other current assets	54		154		Accrued expenses and other current liabilities	455		644
Total		$	5,533	$	9,056		$	2,471	$	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 June 30, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	(6,353)	$	(5,954)	Net revenue	$	(3,433)	$	6,392
Foreign currency forward contracts	$	6,808	$	5,267	Cost of revenue	$	2,024	$	(193)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	1,186	$	5,427	Other, net
Foreign currency forward contracts	$	(1,419)	$	417	Other, net

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The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the six months ended June 30, 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/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	12,446	$	6,590	Net revenue	$	(7,840)	$	13,015
Foreign currency forward contracts	$	3,383	$	(24,363)	Cost of revenue	$	2,767	$	1,575

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	33	$	(148)	Other, net
Foreign currency forward contracts	$	(2,377)	$	(3,364)	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 June 30, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $9.7 million. As of June 30, 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"), a leading provider of telematics and data insight, headquartered in Camarillo, California. The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate cash purchase price of $408.7 million, subject to certain post-closing items. The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Sensata Insights megatrend initiative. We expect to integrate Xirgo into our Performance Sensing reportable segment.

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

Net working capital, excluding cash	$	11,536
Property, plant and equipment	1,427
Goodwill	184,260
Other intangible assets	249,612
Other assets	508
Deferred income tax liabilities	(45,506)
Other long-term liabilities	(292)
Fair value of net assets acquired, excluding cash and cash equivalents	401,545
Cash and cash equivalents	7,117
Fair value of net assets acquired	$	408,662

The allocation of purchase price of Xirgo is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $184.3 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The amount of goodwill recorded that is expected to be deductible for tax purposes is not material.

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

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets
Customer relationships	$	198,540	15
Completed technologies	44,130		10
Tradenames	6,930		11
Other	12		1
Total definite-lived intangible assets acquired	$	249,612	14

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

17. Segment Reporting

We operate in, and report financial information for, the following two reportable segments: Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments. The Sensing Solutions reportable segment is also an operating segment.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, 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.

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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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net revenue:
Performance Sensing	$	741,852	$	385,207	$	1,456,364	$	953,896
Sensing Solutions	250,808		191,298		478,824		396,878
Total net revenue	$	992,660	$	576,505	$	1,935,188	$	1,350,774
Segment operating income (as defined above):
Performance Sensing	$	202,064	$	60,756	$	397,908	$	195,802
Sensing Solutions	76,549		55,787		143,443		112,316
Total segment operating income	278,613		116,543		541,351		308,118
Corporate and other	(73,972)		(47,450)		(142,610)		(142,836)
Amortization of intangible assets	(34,857)		(32,743)		(66,921)		(65,835)
Restructuring and other charges, net	(5,029)		(38,218)		(9,611)		(42,716)
Operating income/(loss)	164,755		(1,868)		322,209		56,731
Interest expense, net	(45,213)		(40,808)		(89,256)		(80,211)
Other, net	1,012		1,576		(38,385)		(10,705)
Income/(loss) before taxes	$	120,554	$	(41,100)	$	194,568	$	(34,185)

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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 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. In the second quarter of 2020, we experienced the full scope and impact of disruptions related to the COVID-19 pandemic globally. 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. Reduced demand, in addition to elevated logistics costs, government mandates, and actions to safeguard our employees, contributed to lower margins in the second quarter of 2020.

We acted early in 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 half of 2021.

2021 interim results

The economic recovery we experienced during the second half of 2020 continued through the first half of 2021. Improved market results, combined with our response to increased demand, drove net revenue growth of 72.2% and 43.3% in the three and six months ended June 30, 2021, respectively, compared to the three and six months ended June 30, 2020. This represented 1,140 basis points and 940 basis points, respectively, 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 three months ended June 30, 2021, Performance Sensing net revenue increased 92.6% and Sensing Solutions net revenue increased 31.1% from the three months ended June 30, 2020. In the six months ended June 30, 2021, Performance Sensing net revenue increased 52.7% and Sensing Solutions net revenue increased 20.6% from the six months ended June 30, 2020. Our automotive and HVOR businesses delivered market outgrowth of 990 basis points and 2,850 basis points, respectively, in the three months ended June 30, 2021 and market outgrowth of 940 basis points and 1,840 basis points, respectively, in the six months ended June 30, 2021. 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.

In the three months ended June 30, 2021, operating income/(loss) increased $166.6 million to $164.8 million, compared to $(1.9) million in the three months ended June 30, 2020. In the six months ended June 30, 2021, operating income increased $265.5 million to $322.2 million, compared to $56.7 million in the six months ended June 30, 2020. These improved results were due in large part to increased revenues, improved gross margins, and lower restructuring charges, partially offset by elevated costs related to the global semiconductor chip shortage, higher spend to support megatrend growth initiatives, and

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increased incentive compensation aligned to improved financial performance. Refer to Results of Operations—Operating costs and expenses included elsewhere in this MD&A for additional discussion of our improved operating costs and expenses.

In the three months ended June 30, 2021, net income/(loss) increased $155.5 million to $112.9 million, compared to $(42.5) million in the three months ended June 30, 2020. In the six months ended June 30, 2021, net income/(loss) increased $200.8 million to $166.6 million, compared to $(34.1) million in the six months ended June 30, 2020. This increase was primarily a result of improved operating results, partially offset by higher taxes as discussed at Results of Operations—Provision for/(benefit from) income taxes and, for the six month period, by the loss on redemption of the 6.25% Senior Notes as discussed at Results of Operations—Other, net.

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, which includes sequentially lower revenue in the third quarter as compared to the second quarter and sequentially flat revenue in the fourth quarter as compared to the third quarter. 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 and a half years, on average, we have delivered market outgrowth in our automotive and HVOR businesses of 615 basis points and 950 basis points, respectively, at or above 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 April given production slowdowns caused by the global semiconductor shortage. Global automotive production for the full year 2021 is now expected to grow 9% from the prior year, according to third party forecasts. While low inventory levels at our automotive customers, especially in North America, will lead to growth in 2021, we expect production slowdowns attributed to the global semiconductor chip shortage to continue for the remainder of the year.

One headwind affecting our outlook for the second half of 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 half 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 as well as through acquisitions and third party collaborations. We see numerous opportunities to utilize our strong financial position, engineering capabilities, supply chain, and customer relationships to meaningfully enlarge our addressable markets.

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

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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. We expect this joint venture to close in the third quarter of 2021.

Our Electrification megatrend initiative not only represents 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 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 support of our Insights megatrend initiative, on April 1, 2021, we acquired Xirgo, a leading telematics and data insights provider for fleet management across the transportation and logistics segments. Refer to the section Sensata Insights below for additional information.

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.

Sensata Insights

On April 1, 2021, we completed the acquisition of Xirgo, headquartered in Camarillo, California, for $409 million. This acquisition represents a meaningful milestone in our Insights 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. This acquisition is consistent with our strategy to move beyond serving vehicle OEMs and engage with the broader transportation and logistics ecosystem. Xirgo is complementary to, and meaningfully extends, our organic Insights solutions for commercial fleet managers, adding cargo, container, and light-vehicle fleet management to our heavy vehicle OEM and fleet focus. We are branding these offerings, which serve our Insights megatrend initiative, as Sensata Insights. Refer to Note 16: Acquisitions of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information in the acquisition of Xirgo.

The Insights initiative 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 100% of the revenue we expect the Insights initiative to generate for the remainder of 2021.

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 six months ended June 30, 2021, we generated operating cash flows of $267.9 million, ending the quarter on June 30, 2021 with cash and cash equivalents of $1,861.8 million. In the first quarter of 2021, we used the flexibility provided by our 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 $401.5 million, net of $7.1 million of cash received, to acquire Xirgo, which will help advance our Insights initiative. Refer to Overview—Sensata Insights 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, priced at 100.75%.

Debt Transactions

On March 5, 2021, we 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. Refer to Note 11: Debt of our condensed consolidated financial statements, included elsewhere in this Quarterly

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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 then anticipated future demand outlook. We have completed a majority of the actions contemplated under the Q2 2020 Global Restructure Program as of June 30, 2021.

Including charges of $5.7 million in the first half of 2021, we have recognized charges of $30.1 million since inception of the Q2 2020 Global Restructure Program, of which $27.4 million have been severance charges and $2.7 million have been facility exit costs. As of June 30, 2021, our severance liability related to the Q2 2020 Global Restructure Program was $9.4 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.

Reductions in force under the Q2 2020 Global Restructure Program have impacted approximately 560 positions as of June 30, 2021. When the remaining contemplated reduction-in-force actions are completed, which is expected in the third quarter of 2021, the total reductions in force are expected to be approximately 840 positions, reflecting total severance charges of between $27.0 million and $29.0 million. In addition, we expect total facility and exit costs incurred over the life of the Q2 2020 Global Restructure Program to be between $6.0 million and $8.0 million. We expect to settle these charges with cash on hand.

Results of Operations

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 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								For the six months ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
	Amount		Margin*		Amount		Margin*		Amount		Margin*		Amount		Margin*
Net revenue:
Performance Sensing	$	741.9	74.7	%	$	385.2	66.8	%	$	1,456.4	75.3	%	$	953.9	70.6	%
Sensing Solutions	250.8		25.3		191.3		33.2		478.8		24.7		396.9		29.4
Net revenue	992.7		100.0		576.5		100.0		1,935.2		100.0		1,350.8		100.0
Operating costs and expenses	827.9		83.4		578.4		100.3		1,613.0		83.3	%	1,294.0		95.8	%
Operating income/(loss)	164.8		16.6		(1.9)		(0.3)		322.2		16.7		56.7		4.2
Interest expense, net	(45.2)		(4.6)		(40.8)		(7.1)		(89.3)		(4.6)		(80.2)		(5.9)
Other, net	1.0		0.1		1.6		0.3		(38.4)		(2.0)		(10.7)		(0.8)
Income/(loss) before taxes	120.6		12.1		(41.1)		(7.1)		194.6		10.1		(34.2)		(2.5)
Provision for/(benefit from) income taxes	7.6		0.8		1.4		0.2		27.9		1.4		(0.1)		(0.0)
Net income/(loss)	$	112.9	11.4	%	$	(42.5)	(7.4)	%	$	166.6	8.6	%	$	(34.1)	(2.5)	%

__________________________

*     Represents the amount presented divided by total net revenue.

Net Revenue

Net revenue for the three months ended June 30, 2021 increased 72.2% compared to the three months ended June 30, 2020 largely due to improved market results and our continued outperformance relative to those markets. Excluding an increase of 4.9% attributed to changes in foreign currency exchange rates and an increase of 4.4% due to the acquisition of Xirgo, net revenue for the three months ended June 30, 2021 increased 62.9% on an organic basis. This organic revenue increase represents market outgrowth of 1,140 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), discussed throughout this MD&A, is a financial measure not presented in accordance with U.S. GAAP. Refer to

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the section entitled Non-GAAP Financial Measures below for additional information related to our use of organic revenue growth (or decline).

Net revenue for the six months ended June 30, 2021 increased 43.3% compared to the six months ended June 30, 2020 largely due to improved market results and our continued outperformance relative to those markets. Excluding an increase of 3.8% attributed to changes in foreign currency exchange rates and an increase of 1.9% due to the effect of the acquisition of Xirgo, net revenue for the six months ended June 30, 2021 increased 37.6% on an organic basis. This organic revenue increase represents a market outgrowth of 940 basis points.

Performance Sensing

Performance Sensing net revenue for the three months ended June 30, 2021 increased 92.6% compared to the three months ended June 30, 2020. Excluding an increase of 5.8% attributed to changes in foreign currency exchange rates and an increase of 6.6% due to the effect of the acquisition of Xirgo, Performance Sensing net revenue for the three months ended June 30, 2021 increased 80.2% on an organic basis. Both Automotive and HVOR contributed to these results as discussed below.

Automotive net revenue for the three months ended June 30, 2021 grew 80.9% compared to the three months ended June 30, 2020. Excluding growth of 6.0% attributed to changes in foreign currency exchange rates, automotive net revenue for the three months ended June 30, 2021 grew 74.9% on an organic basis. Although automotive production was lower than expected, due to the semiconductor chip shortage, it increased significantly from the abnormally low levels experienced in the second quarter of 2020, which contributed to the organic growth. Further, amid the significant production increases, we continued to outperform the automotive end market, delivering 990 basis points of market outgrowth. Lastly, OEM efforts to replenish inventory channels also partly contributed to our organic revenue growth in the quarter.

HVOR net revenue for the three months ended June 30, 2021 grew 126.4% compared to the three months ended June 30, 2020. Excluding growth of 5.0% attributed to changes in foreign currency exchange rates and growth of 25.7% related to the acquisition of Xirgo, HVOR net revenue for the three months ended June 30, 2021 grew 95.7% on an organic basis. Similar to automotive, HVOR market production improved significantly from the prior year period despite being adversely impacted by the semiconductor chip shortage. In addition, HVOR delivered 2,850 basis points of market outgrowth in the quarter, demonstrating the continued ability to outperform end markets, due in part to growth in China related to adoption of the NS6 emissions as well as a wave of electromechanical operator controls being installed in new off-road equipment.

Performance Sensing net revenue for the six months ended June 30, 2021 increased 52.7% compared to the six months ended June 30, 2020. Excluding an increase of 4.3% attributed to changes in foreign currency exchange rates and an increase of 2.7% due to the effect of the acquisition of Xirgo, Performance Sensing net revenue for the six months ended June 30, 2021 increased 45.7% on an organic basis. Both Automotive and HVOR contributed to these results as discussed below.

Automotive net revenue for the six months ended June 30, 2021 grew 45.7% compared to the the six months ended June 30, 2020. Excluding growth of 4.4% attributed to changes in foreign currency exchange rates, automotive net revenue for the six months ended June 30, 2021 grew 41.3% on an organic basis. This organic revenue 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. Excluding the effects of OEM efforts to replenish inventory channels, Automotive outgrew its end markets by 940 basis points in the six months ended June 30, 2021.

HVOR net revenue for the six months ended June 30, 2021 grew 74.7% compared to the six months ended June 30, 2020. Excluding growth of 3.8% attributed to changes in foreign currency exchange rates and growth of 11.1% due to the effect of the acquisition of Xirgo, HVOR net revenue for the six months ended June 30, 2021 grew 59.8% on an organic basis. This organic revenue 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. Excluding the effects of OEM efforts to replenish inventory channels, HVOR outgrew its end markets by 1,840 basis points in the six months ended June 30, 2021.

Sensing Solutions

Sensing Solutions net revenue for the three months ended June 30, 2021 increased 31.1% compared to the three months ended June 30, 2020. Excluding growth of 3.1% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue for the three months ended June 30, 2021 grew 28.0% 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.

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Sensing Solutions net revenue for the six months ended June 30, 2021 increased 20.6% compared to the six months ended June 30, 2020. Excluding growth of 2.6% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue for the six months ended June 30, 2021 grew 18.0% on an organic basis. The increase in net revenue was mainly driven by continued growth in industrial markets (particularly HVAC), new electrification launches, and supply chain restocking, partially offset by aerospace market weakness in the first quarter of 2021.

Operating costs and expenses

Operating costs and expenses for the three and six months ended June 30, 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								For the six months ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
	Amount		Margin*		Amount		Margin*		Amount		Margin*		Amount		Margin*
Operating costs and expenses:
Cost of revenue	$	658.3	66.3	%	$	412.4	71.5	%	$	1,293.6	66.8	%	$	978.8	72.5	%
Research and development	42.9		4.3		30.2		5.2		78.9		4.1		64.7		4.8
Selling, general and administrative	86.8		8.7		64.7		11.2		163.9		8.5		142.0		10.5
Amortization of intangible assets	34.9		3.5		32.7		5.7		66.9		3.5		65.8		4.9
Restructuring and other charges, net	5.0		0.5		38.2		6.6		9.6		0.5		42.7		3.2
Total operating costs and expenses	$	827.9	83.4	%	$	578.4	100.3	%	$	1,613.0	83.3	%	$	1,294.0	95.8	%

__________________________

*     Represents the amount presented divided by total net revenue.

Cost of revenue

For the three months ended June 30, 2021, cost of revenue as a percentage of net revenue decreased from the three months ended June 30, 2020, primarily as a result of improvement of various factors that drove cost of revenue as a percentage of revenue up in the second quarter of 2021 (primarily related to the COVID-19 pandemic) such as volume declines and productivity headwinds from our manufacturing facilities running at lower than normal capacity. These favorable impacts on cost of revenue as a percentage of revenue were partially offset by (1) the impacts of the microchip shortage, (2) the turnaround of the positive impact in the second quarter of 2020 of temporary salary and furlough cost savings implemented in the second quarter of 2020 in response to the COVID-19 pandemic, and (3) the unfavorable effect of changes in foreign currency exchange rates.

For the six months ended June 30, 2021, cost of revenue as a percentage of net revenue decreased from the six months ended June 30, 2020, primarily as a result of (1) improvement of various factors that drove cost of revenue as a percentage of revenue up in the first half 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 and (2) the impact in the first half of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020. In addition, the first half of 2020 included a $29.2 million loss related to a judgment against us in intellectual property litigation with Wasica, which we settled in the third quarter of 2020. These favorable impacts on cost of revenue as a percentage of revenue were partially offset by (1) the impacts of the microchip shortage, (2) the turnaround of the positive impact in the first half of 2020 of temporary salary and furlough cost savings implemented in the second quarter of 2020 in response to the COVID-19 pandemic, and (3) the unfavorable effect of changes in foreign currency exchange rates.

Research and development expense

For the three months ended June 30, 2021, research and development ("R&D") expense increased $12.7 million (41.9%) from the three months ended June 30, 2020, primarily as a result of (1) increased investments in our megatrend initiatives and (2) the unfavorable effect of changes in foreign currency exchange rates.

For the six months ended June 30, 2021, R&D expense increased $14.2 million (21.9%) from the six months ended June 30, 2020, primarily as a result of (1) increased investments in our megatrend initiatives and (2) the unfavorable effect of changes in foreign currency exchange rates.

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Megatrend investments during the three and six months ended June 30, 2021 were $13.8 million and $26.2 million, respectively, an increase of $7.1 million and $13.0 million, respectively, from the three and six months ended June 30, 2020. We currently expect approximately $50 million 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 Sensata Insights solutions.

Selling, general and administrative expense

For the three months ended June 30, 2021, selling, general and administrative ("SG&A") expense increased $22.1 million to $86.8 million (8.7% of revenue) from $64.7 million (11.2% of revenue) in the three months ended June 30, 2020. The increase in SG&A expense is primarily a result of (1) higher incentive compensation aligned to improved financial performance, (2) incremental SG&A expense related to acquired businesses, including related transaction costs, (3) increased selling expenses attributed to organic revenue growth, (4) the unfavorable impact of changes in foreign currency exchange rates, and (5) the turnaround impact of cost savings actions taken in the second quarter of 2020, including temporary salary reductions and furloughs, partially offset by (1) the impact on the second quarter of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020 and (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.

For the six months ended June 30, 2021, SG&A expense increased $22.0 million to $163.9 million (8.5% of revenue) from $142.0 million (10.5% of revenue) in the six months ended June 30, 2020. The increase in SG&A expense is primarily a result of (1) higher incentive compensation aligned to improved financial performance, (2) incremental SG&A expense related to acquired businesses, including related transaction costs, (3) the unfavorable impact of changes in foreign currency exchange rates, (4) increased selling expenses attributed to organic revenue growth, and (5) the turnaround impact of cost savings actions taken in the second quarter of 2020, including temporary salary reductions and furloughs, and savings from repositioning actions, partially offset by (1) the impact on the second quarter of 2021 of ongoing savings resulting from cost reduction activities taken in fiscal year 2020 and (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.

Amortization of intangible assets

For the three and six months ended June 30, 2021, amortization expense increased 6.5% and 1.6%, respectively, from the three and six months ended June 30, 2020 primarily due to increased intangibles from recent acquisitions partially offset by the effect of the economic benefit amortization method.

Restructuring and other charges, net

For the three and six months ended June 30, 2021, restructuring and other charges, net decreased $33.2 million (86.8%) and $33.1 million (77.5%) from the three and six months ended June 30, 2020. In the three and six months ended June 30, 2021, we incurred $3.8 million and $5.7 million in charges, respectively, related to the Q2 2020 Global Restructure Program, declines of $20.3 million and $18.5 million, respectively, from the prior periods. Refer to Overview—Q2 2020 Global Restructure Program elsewhere in this MD&A for additional discussion on this program.

The remaining decrease in restructuring and other charges, net, relates to a $12.1 million charge recorded in the second quarter of 2020 resulting from a prejudgment interest-related award granted by the court on behalf of Wasica in intellectual property litigation. 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/(loss)

In the three months ended June 30, 2021, operating income/(loss) increased $166.6 million to $164.8 million (16.6% of net revenue) compared to $(1.9) million ((0.3%) of net revenue) in the three months ended June 30, 2020. The increase was primarily due to higher volume, improved gross margins, and lower restructuring costs. These improvements were partially offset by increases in other operating costs and expenses, driven primarily by elevated costs related to the semiconductor chip shortage, higher incentive compensation aligned to improved financial performance, increased megatrend spending, and the turnaround effect of temporary salary reductions and furloughs taken in the second quarter 2020.

In the six months ended June 30, 2021, operating income increased $265.5 million to $322.2 million (16.7% of net revenue) compared to $56.7 million (4.2% of net revenue) in the six months ended June 30, 2020. The increase was primarily due to higher volume, improved gross margins, and lower restructuring costs. These improvements were partially offset by elevated costs related to the semiconductor chip shortage, higher incentive compensation aligned to improved financial performance, increased megatrend spending, and the turnaround effect of temporary salary reductions and furloughs taken in the second quarter 2020.

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We expect that the microchip shortage will increase our operating costs in the third quarter of 2021, compared to the third 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 June 30, 2021, interest expense, net increased $4.4 million (10.8%) from the three months ended June 30, 2020, primarily as a result of (1) interest expense on the 4.0% Senior Notes, which were issued on March 29, 2021 and April 8, 2021 and (2) interest expense on the 3.75% Senior Notes, which were issued on August 17, 2020, partially offset by the reduced interest expense related to our March 5, 2021 redemption of the 6.25% Senior Notes. For the six months ended June 30, 2021, interest expense, net increased $9.0 million (11.3%) from the six months ended June 30, 2020, primarily as a result of (1) interest expense on the 3.75% Senior Notes and (2) interest expense on the 4.0% Senior Notes, partially offset by the reduced interest impact of our redemption of the 6.25% Senior Notes. Refer to Overview—Debt Transactions elsewhere in this MD&A for additional information related to these transactions.

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 June 30, 2021, other, net represented a net gain of $1.0 million, a decrease of $0.6 million compared to $1.6 million in the three months ended June 30, 2020. In the six months ended June 30, 2021, other, net represented a net loss of $38.4 million, an increase of $27.7 million compared to a net loss of $10.7 million in the six months ended June 30, 2020.

The increase in net loss for the six months ended June 30, 2021 was driven primarily by the loss of $30.1 million recorded in the first quarter of 2021 related to the 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 June 30, 2021, provision for income taxes increased $6.2 million from the three months ended June 30, 2020, 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.

For the six months ended June 30, 2021, the provision for/(benefit from) income taxes increased $28.0 million from the six months ended June 30, 2020, 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 six months ended June 30, 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 tax jurisdictions with limited or no net operating loss carryforwards 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) book versus tax basis in intangible assets, (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,

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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 (or loss), adjusted operating margin, adjusted net income (or loss), and adjusted EPS

We define adjusted operating income (or loss) as operating income (or loss) 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 (or loss) by net revenue calculated in accordance with U.S. GAAP. We define adjusted net income (or loss) as follows: net income (or loss) 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 (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period.

Management uses adjusted operating income (or loss), adjusted operating margin, adjusted net income (or loss), 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 (or loss), determined in accordance with U.S. GAAP, excluding interest expense, net, provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, (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

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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).

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

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Non-GAAP reconciliations

The following tables 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 June 30, 2021								For the three months ended June 30, 2020
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS		Operating (Loss)/Income		Operating Margin		Net (Loss)/Income		Diluted EPS
Reported (GAAP)	$	164.8	16.6	%	$	112.9	$	0.71	$	(1.9)	(0.3)	%	$	(42.5)	$	(0.27)
Non-GAAP adjustments:
Restructuring related and other	5.7		0.6		6.9		0.04		40.8		7.1		33.6		0.21
Financing and other transaction costs	2.5		0.3		1.3		0.01		3.6		0.6		3.6		0.02
Step-up depreciation and amortization	33.7		3.4		33.7		0.21		31.9		5.5		31.9		0.20
Deferred loss/(gain) on derivative instruments	2.6		0.3		1.1		0.01		0.5		0.1		(4.9)		(0.03)
Amortization of debt issuance costs	—		—		1.7		0.01		—		—		1.6		0.01
Deferred taxes and other tax related	—		—		(6.2)		(0.04)		—		—		4.4		0.03
Total adjustments	44.6		4.5		38.4		0.24		76.9		13.3		70.2		0.45
Adjusted (non-GAAP)	$	209.3	21.1	%	$	151.4	$	0.95	$	75.0	13.0	%	$	27.7	$	0.18

	For the six months ended June 30, 2021								For the six months ended June 30, 2020
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Net Income		Diluted EPS		Operating Income		Operating Margin		Net (Loss)/Income		Diluted EPS
Reported (GAAP)	$	322.2	16.7	%	$	166.6	$	1.05	$	56.7	4.2	%	$	(34.1)	$	(0.22)
Non-GAAP adjustments:
Restructuring related and other	10.3		0.5		14.2		0.09		84.6		6.3		71.8		0.45
Financing and other transaction costs	7.1		0.4		34.1		0.21		5.4		0.4		5.4		0.03
Step-up depreciation and amortization	63.4		3.3		63.4		0.40		64.2		4.8		64.2		0.41
Deferred gain on derivative instruments	4.4		0.2		3.3		0.02		0.8		0.1		1.0		0.01
Amortization of debt issuance costs	—		—		3.4		0.02		—		—		3.3		0.02
Deferred taxes and other tax related	—		—		3.9		0.02		—		—		(0.5)		0.00
Total adjustments	85.2		4.4		122.3		0.77		154.9		11.5		145.0		0.92
Adjusted (non-GAAP)	$	407.4	21.1	%	$	289.0	$	1.81	$	211.7	15.7	%	$	110.9	$	0.70

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 six months ended June 30,
(in millions)	2021		2020
Net cash provided by operating activities	$	267.9	$	170.3
Additions to property, plant and equipment and capitalized software	(63.6)		(56.7)
Free cash flow	$	204.4	$	113.6

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

			For the three months ended June 30				For the six months ended June 30
(in millions)	LTM		2021		2020		2021		2020
Net income/(loss)	$	365.0	$	112.9	$	(42.5)	$	166.6	$	(34.1)
Interest expense, net	180.8		45.2		40.8		89.3		80.2
Provision for/(benefit from) income taxes	29.3		7.6		1.4		27.9		(0.1)
Depreciation expense	123.2		31.6		30.6		62.8		65.3
Amortization of intangible assets	130.6		34.9		32.7		66.9		65.8
EBITDA	829.1		232.3		63.1		413.6		177.1
Non-GAAP Adjustments
Restructuring related and other	22.2		7.0		42.7		14.4		85.3
Financing and other transaction costs	38.6		1.7		3.6		37.6		5.4
Deferred (gain)/loss on derivative instruments	(3.5)		1.4		(4.9)		4.4		1.0
Adjusted EBITDA	$	886.4	$	242.4	$	104.5	$	470.0	$	268.7

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)	June 30, 2021		December 31, 2020
Current portion of long-term debt, finance lease and other financing obligations	$	7.3	$	757.2
Finance lease and other financing obligations, less current portion	27.2		27.9
Long-term debt, net	4,213.8		3,213.7
Total debt, finance lease, and other financing obligations	4,248.3		3,998.9
Less: discount	(6.1)		(9.6)
Less: deferred financing costs	(29.2)		(28.1)
Total gross indebtedness	4,283.7		4,036.6
Less: cash and cash equivalents	1,861.8		1,862.0
Net Debt	$	2,421.9	$	2,174.6
Adjusted EBITDA (LTM)	$	886.4	$	685.1
Net leverage ratio	2.7		3.2

Liquidity and Capital Resources

As of June 30, 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)	June 30, 2021		December 31, 2020
United Kingdom	$	26.4	$	25.3
United States	33.2		17.2
The Netherlands	1,516.6		1,514.1
China	231.9		185.2
Other	53.7		120.2
Total	$	1,861.8	$	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.

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Cash Flows:

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 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 six months ended
(In millions)	June 30, 2021		June 30, 2020
Net cash provided by/(used in):
Operating activities:
Net income/(loss) adjusted for non-cash items	$	347.0	$	160.7
Changes in operating assets and liabilities, net	(79.1)		9.6
Operating activities	267.9		170.3
Investing activities	(489.1)		(60.5)
Financing activities	221.0		359.1
Net change	$	(0.2)	$	468.8

Operating activities. Net cash provided by operating activities increased in the six months ended June 30, 2021 primarily due to higher net income adjusted for non-cash items, partially offset by the impact of changes in working capital. Changes in working capital in the six months ended June 30, 2021 were primarily driven by higher accounts receivable balances reflecting higher revenue in the second quarter of 2021 compared to the second quarter of 2020. In addition, during the six months ended June 30, 2021, we built raw material and work-in process inventory to address higher demand compared to the prior year. These changes were partially offset by increased accounts payable and accrued expenses, in part related to our increased cost of revenue and inventory.

Investing activities. Net cash used in investing activities increased in the six months ended June 30, 2021 primarily due to $422.0 million cash paid for the acquisitions of Lithium Balance and Xirgo. 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.

Financing activities. In the six months ended June 30, 2021, net cash provided by financing activities decreased primarily due to the impact of debt financing transactions. In the six months ended June 30, 2021 we issued $1.0 billion of 4.0% Senior Notes compared to a drawdown of $400.0 million on the Revolving Credit Facility in the six months ended June 30, 2020. In addition, in the six months ended June 30, 2021, we redeemed the $750.0 million aggregate principal amount outstanding on the 6.25% Senior Notes. Further, we did not repurchase any ordinary shares in the six months ended June 30, 2021, compared to ordinary share repurchases of $35.2 million in the first half of 2020. This decline is the result of our temporary suspension of share repurchases 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 a $23.4 million premium paid on the redemption of the 6.25% Senior Notes, and $9.6 million of costs paid in connection with the issuance of the 4.0% Senior Notes.

Indebtedness and Liquidity

As of June 30, 2021, we had $4.3 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.

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 June 30, 2021, we had $416.1 million available under the Revolving Credit Facility, net of $3.9 million of

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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 June 30, 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 June 30, 2021, availability under the Accordion was approximately $1.0 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 July 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 six months ended June 30, 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 June 30, 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 June 30, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will remain on hold until we determine that market conditions warrant continuation of the program.

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.

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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 June 30, 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 June 30, 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 June 30, 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)
April 1 through April 30, 2021	121,076	$	58.57	—	$	302.3
May 1 through May 31, 2021	8,030	$	58.50	—	$	302.3
June 1 through June 30, 2021	2,817	$	59.03	—	$	302.3
Quarter total	131,923	$	58.58	—	$	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.

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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).
10.1	Sensata Technologies Holding plc 2021 Equity Incentive Plan. †*
10.2	Form of Award Agreement for Restricted Stock Units for Directors under the Sensata Technologies Holding plc 2021 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

39

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: July 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)

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EX-10.1

Exhibit 10.1

Sensata Technologies Holdings plc

2021 Equity Incentive Plan

Section 1.    Purpose

The purpose of the Plan is to offer Eligible Persons (as defined below) incentives to put forth maximum efforts for the success of the Company’s business, and to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

Section 2.    Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)    “Affiliate” shall have the meaning ascribed to such term in Rule 405 of the Securities Act.

(b)    “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award, or Dividend Equivalent granted under the Plan.

(c)    “Award Agreement” shall mean any written or electronic agreement, contract or other instrument or document evidencing an Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d)    “Board” shall mean the Board of Directors of the Company.

(e)    “Change-in-Control” shall mean, unless otherwise provided in an Award Agreement, (i) any transaction or series of transactions in which any one person, or more than one person acting as a group (“Person”) (whether by merger, sale of securities, recapitalization, or reorganization) becomes the “beneficial owner” (as defined in Rule 13d‑3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing more than 50% of the total voting power in the Company, provided that the acquisition of additional securities by any Person that owns more than 50% of the voting power prior to such acquisition of additional securities shall not be a Change in Control, (ii) during any 24 month period, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved (excluding any individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board), cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in all or a portion of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (iv) a sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; provided, that in any instance where an Award is treated as deferred compensation within the meaning of Section 409A, and if that Award provides for payment or a change in the time or form of payment based upon a Change-in-Control, then, solely for purposes of applying such payment or a change in the time or form of payment provision (and, for the avoidance of doubt, not for purposes of determining whether the Award shall benefit from the vesting acceleration resulting from a Change-in-Control), then “Change in Control” shall mean a “change in control” as defined in Section 409A(a)(2)(v) of the Code and the guidance issued thereunder, and the Award shall instead be paid based on the general distribution date or event provided for in the Award Agreement and in any event in compliance with Section 409A.

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(f)    “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(g)    “Committee” shall mean the Compensation Committee of the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3.

(h)    "Company” shall mean Sensata Technologies plc, a U.K. company, and any successor company.

(i)    “Detrimental Activity” shall mean any breach of any confidentiality, non‑compete, non‑solicitation or similar agreement with the Company or any of its Subsidiaries (in each case including any such provision included in an Award Agreement or other agreement), or any arrangement dealing with ownership or protection of the Company’s and its Subsidiaries’ proprietary rights.

(j)    “Director” shall mean a member of the Board.

(k)    “Dividend Equivalent” shall mean any right granted under Section 6(d) of the Plan.

(l)    “Effective Date” shall mean the date this Plan is approved by the shareholders of the Company.

(m)    “Eligible Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor providing services to the Company or any Affiliate, or any person to whom an offer of employment or engagement with the Company or any Affiliate is extended. An Eligible Person must be a natural person.

(n)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(o)    “Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of a Share as of a given date shall be, if the Shares are then traded on the New York Stock Exchange, the closing price of one Share as reported on the New York Stock Exchange on such date or, if the New York Stock Exchange is not open for trading on such date, on the most recent preceding date when the New York Stock Exchange is open for trading.

(p)    “Full Value Award” shall mean any Award other than an Option, Stock Appreciation Right or similar Award, the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award.

(q)    “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(r)    “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(s)     “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.

(t)    “Other Stock-Based Award” shall mean any right granted under Section 6(e) of the Plan.

(u)    “Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(v)    “Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

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(w)    “Plan” shall mean the Sensata Technologies Holding PLC 2021 Equity Incentive Plan, as amended from time to time.

(x)    “Prior Plan” shall mean the Sensata Technologies Holding PLC First Amended and Restated 2010 Equity Incentive Plan as amended from time to time, and any predecessor plan thereto.

(y)    “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

(z)    “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(aa)    “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.

(bb)    “Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

(cc)    “Securities Act” shall mean the Securities Act of 1933, as amended.

(dd)    “Share” or “Shares” shall mean an ordinary share(s), €0.01 share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

(ee)    “Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.

(ff)    “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(gg)    “Subsidiary” shall mean any corporation, partnership, limited liability company, or other entity in which the Company owns, directly or indirectly, stock or other equity securities or interests possessing 50% or more of the total combined voting power of such entity.

(hh)    “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

Section 3.    Administration

(a)    Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations under Section 6 and Section 7, (vii) determine whether, to what extent and under what circumstances Awards may be exercised, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A and Section 6; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules,

3

procedures as may be necessary or desirable to comply with provisions of the laws of non-United States jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

(b)    Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with applicable exchange rules or applicable law.

(c)    Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3; and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of the New York Stock Exchange or any other securities exchange applicable to the Company) may grant Awards to Directors who are not also employees of the Company or an Affiliate.

(d)    Indemnification. To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. To the full extent permitted by law, the provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.

Section 4.    Shares Available for Awards

(a)    Shares Available.

(i)    Subject to adjustment as provided in Sections 4(b) and 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall be 5,700,000, less one (1) Share for every one (1) Share granted under the Prior Plan after April 1, 2021 and prior to the Effective Date of the Plan. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

(ii)    On and after the Effective Date, no awards shall be granted under the Prior Plan, but all outstanding awards previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior Plan.

(b)    Counting Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting, and make adjustments in the number of Shares available under Section 4(a) if the number of Shares actually delivered to a Participant differs from the number of Shares previously counted in connection with an award to the Participant, subject, however, to the following:

(i)    Shares subject to an Award that is canceled, expired, forfeited, settled in cash or is otherwise terminated without a delivery of Shares to the Participant, or after April 1, 2021, shares subject to an award under the Prior Plan that is cancelled, expired, forfeited, settled in cash or is otherwise terminated without delivery of

4

Shares, shall in each such case, to the extent of such cancellation, forfeiture or otherwise, be added to the Shares available for grant or again be available for grant under the Plan on a one-for-one basis.

(ii)    Shares that are tendered or withheld in payment of the exercise price of an Option or in payment of withholding taxes relating to an Award (or an option or other award granted under the Prior Plan) shall be deemed to constitute Shares delivered to the Participant and shall not be available for Awards under the Plan.

(iii)    Upon the exercise of an Option or if a SAR is settled with Shares (or with respect to an option or stock appreciation right granted under the Prior Plan), the total number of Shares subject to the Option or SAR (as the case may be) shall be deemed delivered to the Participant (regardless of the number of Shares actually paid to the Participant) and shall not be available for awards under the Plan. Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be added to the Shares available for grant under the Plan.

(c)    Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, and (iii) the purchase price or exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

(d)    Award Limitations Under the Plan. Annual Limitations for Awards Granted to Non-Employee Directors. Notwithstanding any provision to the contrary in the Plan, the sum of the grant date fair value of equity-based Awards (such value computed as of the date of grant in accordance with applicable financial accounting rules) and the amount of any cash-based compensation granted to a non-employee Director during any calendar year for services rendered as a non-employee Director for such same calendar year shall not exceed $750,000. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled if later. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation.

(e)    Substitute Awards shall not reduce the Shares authorized for grant under the Plan, nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided in this Section 4 above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in this Section 4 above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

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Section 5.    Eligibility

Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

Section 6.    Awards

(a)    Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)    Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option.

(ii)    Option Term. The term of each Option shall be fixed by the Committee at the time but shall not be longer than ten (10) years from the date of grant. Notwithstanding the foregoing, the Committee may provide in the terms of an Option (either at grant or by subsequent modification) that, to the extent consistent with Section 409A, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of not more than thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.

(iii)    Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised within the Option term, either in whole or in part, and the method of exercise, except that any exercise price tendered shall be in either cash, Shares having a Fair Market Value on the exercise date equal to the applicable exercise price or a combination thereof, as determined by the Committee.

(iv)    Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the maximum number of the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:

(A)    The aggregate number of Shares that may be issued under all Incentive Stock Options under the Plan shall be 5,700,000.

(B)    The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000.

(C)    All Incentive Stock Options must be granted within ten (10) years from the earlier of the date on which this Plan was adopted by the Board and the Effective Date.

(D)    Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten (10) years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within

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the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five (5) years from the date of grant.

(E)    The purchase price per Share for an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.

(F)    Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.

(b)    Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the same limitations described in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c)    Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)    Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. For purposes of clarity and without limiting the Committee’s general authority under Section 3(a), vesting of such Awards may, at the Committee’s discretion, be conditioned upon the Participant’s completion of a specified period of service with the Company or an Affiliate, or upon the achievement of one or more performance goals established by the Committee, or upon any combination of service-based and performance-based conditions (subject to minimum requirements in this Section 6). Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(d).

(ii)    Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to

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restrictions shall be delivered (including by updating the book-entry registration) to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(d)    Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award, and (ii) dividend and Dividend Equivalent amounts with respect to any Share underlying any other Award may be accrued but not paid to a Participant until all conditions or restrictions relating to such Share have been satisfied.

(e)    Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. No Award issued under this Section 6(e) shall contain a purchase right or an option-like exercise feature.

(f)    General.

(i)    Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

(ii)    Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii)    Limits on Transfer of Awards. No Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Committee may permit the transfer of an Award to family members if such transfer is for no value and in accordance with the rules of Form S-8. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.

(iv)    Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state

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securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(v)    Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any re-pricing of any previously granted Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; or (ii) other than in connection with a Change-in-Control, canceling an “underwater” Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) any other Award or cash or other securities in exchange. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.

(vi)    Minimum Vesting. No Award shall be granted with terms providing for any right of exercise or lapse of any vesting obligations earlier than a date that is at least one year following the date of grant. Notwithstanding the foregoing, the Committee may grant up to a maximum of five percent (5%) of the aggregate number of Shares available for issuance under this Plan (subject to adjustment under Section 4(c)), without regard for any limitations or other requirements for exercise or vesting as set forth in this Section 6(f)(vi), and the minimum vesting requirement does not apply to (A) any Substitute Awards, (B) Shares delivered in lieu of fully vested cash Awards, (C) Awards to Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (D) the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change-in-Control, in the terms of the Award or otherwise. For purposes of counting Shares against the five percent (5%) limitation, the Share counting rules under Section 4(b) of the Plan apply.

(vii)    Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change-in-control of the Company or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control, disability or separation from service meet the definition of a change in ownership or effective control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise, or (iii) would not trigger adverse tax penalties or costs under Section 409A. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six (6) months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) to the extent necessary in order to avoid the imposition of taxes under Section 409A, unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.

(viii)    Performance Goals. Awards may be granted subject to the achievement of one or more performance goals established by the Compensation Committee, which may be based on the attainment of specified levels, which may be determined in accordance with accounting principles generally accepted in the U.S. ("GAAP") or on a non-GAAP basis, of one or more of the following: (i) earnings per share; (ii) sales; (iii) operating income; (iv) net income (before or after taxes); (v) cash flow; (vi) gross profit; (vii) gross or operating margin; (viii) working capital; (ix) earnings before interest and taxes; (x) earnings before interest, tax, depreciation and amortization; (xi) return measures, including return on invested capital, sales, assets, or equity; (xii) revenues; (xiii) market share; (xiv) the price or increase in price of ordinary shares; (xv) total shareholder return; (xvi) economic value created or added; (xvii) expense reduction; (xviii) implementation or completion of critical projects, including acquisitions, divestitures, and other strategic objectives, including market penetration and product development; or (xix) specified objectives with regard to limiting the level of increase in all or a portion of the

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Company's bank debt or other long‑term or short‑term public or private debt or other similar financial obligations of the Company; and any other metric that may be determined by the Committee. Such performance goals also may be based solely by reference to the Company’s performance, or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon the Company's performance relative to the performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (i) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (ii) asset write-downs, (iii) litigation or claim judgments or settlements, (iv) acquisitions or divestitures, (v) reorganization or change in the corporate structure or capital structure of the Company, (vi) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (vii) foreign exchange gains and losses, (vii) a change in the fiscal year of the Company, (ix) the refinancing or repurchase of bank loans or debt securities, (x), unbudgeted capital expenditures, (xi) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (xii) conversion of some or all of convertible securities to common stock, (xii) any business interruption event (xiv) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (xv) the effect of changes in other laws or regulatory rules affecting reported results. The Committee may adjust upwards or downwards the amount payable pursuant to such performance-based Award, and the Committee shall certify the amount of any such Award for the applicable performance period before payment is made.

Section 7.    Amendment and Termination; Corrections

(a)    Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange.

(b)    Corporate Transactions.

(i)    In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustment as it deems appropriate, in its sole discretion, in the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4(a)), in the number and kind of Options, Stock Appreciation Rights, Restricted Stock Units, Shares or other property covered by Awards previously made under the Plan, and in the exercise price of outstanding Options and Stock Appreciation Rights.

(ii)    In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change-in-Control is to occur, and to the extent not provided otherwise in an Award Agreement, all of the Company’s obligations regarding Awards that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Committee prior to such event, shall be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash).

(iii)    Without limitation of the foregoing, in connection with any Change-in-Control transaction, the Committee or the Board may, in its discretion, (i) cancel any or all outstanding Options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their Options had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that would have been payable to the Option holders pursuant to such transaction if their Options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price

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that would have been payable therefor, cancel any or all such Options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash and/or securities or other property in the Committee’s discretion.

(c)    Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 8.Income Tax Withholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing, for avoidance of doubt, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to any limitations required by ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (c) by any other means set forth in the applicable Award Agreement.

Section 9.General Provisions

(a)    No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b)    Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(c)    Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(d)    No Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards), neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.

(e)    No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(f)    No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, or remove a Director who is a Participant, free from any

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liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(g)    Governing Law; Waiver of Jury Trial. The Plan shall be construed and interpreted in accordance with the laws of the State of New York, United States. Each Participant who accepts an Award thereby agrees that any suit, action or proceeding brought by or against such Participant in connection with this Plan shall be brought solely in the state and federal courts sitting in the State of New York, County of New York, United States, and each Participant consents to the jurisdiction and venue of each such court. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THEIR RIGHTS OR OBLIGATIONS HEREUNDER.

(h)    Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(i)    No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(j)    Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.

(k)    No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

(l)    Nominal Value. Shares may be subscribed for on the exercise of an Option or otherwise allowed under the Plan provided their nominal value is paid up in accordance with the U.K. Companies Act of 2006.

(m)    Data Protection. By participating in the Plan or accepting any rights granted under it, each 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. This data will 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 Options were granted) about the Participant and their participation in the Plan.

(n)    Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

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

Section 10.    Clawback or Recoupment

(a)    Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time. If there shall be no such clawback policy in effect, (1) awards under the Plan and any Shares issued pursuant to Awards under the Plan (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Awards was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria; and (2) if the Company or its Subsidiaries terminate a grantee’s service relationship due to the grantee’s gross negligence or willful misconduct (whether or not such actions also constitute “cause” under an Award Agreement), which conduct, directly or indirectly, results in the Company preparing an accounting restatement, any Awards under the Plan, whether or not vested, as well as any shares of Stock issued pursuant to Awards under this Plan (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”

(b)    Notwithstanding anything to the contrary contained herein, if a Participant has engaged in any Detrimental Activity, as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following:

(i)    cancellation of any or all of such Participant’s outstanding Awards; or

(ii)    forfeiture by the Participant of any gain realized in respect of Awards, and repayment of any such gain promptly to the Company.

Section 11.Effective Date of the Plan

The Plan shall be effective May 27, 2021.

Section 12.Term of the Plan

No Award shall be granted under the Plan, and the Plan shall terminate, on May 27, 2031 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

13

EX-10.2

Exhibit 10.2

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 (“Share”).

NOW, THEREFORE, the parties hereby agree as follows:

1.Units and Definitions. The Units are "Restricted Stock Units" as such term is defined in the Company's 2021 Equity Incentive Plan (the "Plan"), and such Units 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.

2.Grant of Units. Subject to the terms and conditions hereinafter set forth and the terms and conditions of the Plan, the Company hereby grants to the Participant the number of Units indicated above.

3.Vesting and Forfeiture of Units. The Units will time vest on the date set forth below (the “Vesting Date”) with respect to the percentage of Units that is set forth opposite the Vesting Date, provided that the Participant has continuously served as a director on the Company’s Board of Directors (the “Board”) from the Grant Date through the Vesting Date:

Vesting Date	Cumulative Percentage of Restricted Stock Units Vested
Date of the Company’s next Annual General Meeting of Shareholders	100%

4.Forfeiture and Acceleration of Vesting. If Participant ceases to serve on the Board prior to the Vesting Date, Participant's unvested Units shall be forfeited by the Participant to the Company, and the Participant shall thereafter have no right, title, or interest in such Units. Notwithstanding the foregoing sentence, all unvested Units will vest immediately in the event that prior to the Vesting Date: (1) the Committee determines that the Participant’s service as a member of the Board was terminated as a result of the Participant’s medically diagnosed permanent physical or mental inability to perform his or her duties as a director of the Company or (2) the Participant dies while providing service as a member of the Board (in which event 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)

5.Non-Transferability. The Units may not be Transferred, other than by will or the laws of descent and distribution.

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

7.No Rights as a Shareholder. Participant shall have no rights as a shareholder with respect to the Shares issuable upon vesting thereof until the earlier of the date on which such Shares are identified on the share register(s) of the Company. Delivery of the Shares shall be effected by the electronic delivery of the Shares to a brokerage account designated by Participant and acceptable to the Company, or by another method provided by the Company, and shall be subject to compliance with all applicable legal requirements, including compliance with the requirements of applicable federal and state securities laws, and shall be in complete satisfaction and settlement of such vested Units.

8.Taxes and Withholding. 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. Participant authorizes the Company and/or its Subsidiaries or 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 Subsidiaries or Affiliates by withholding in Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method.

9.No Right to Continued Board Service. The granting of this Award shall not be construed as granting to the Participant the right of continued appointment as a member of the Board.

10.Integrated Agreement. This Award Agreement and the Plan constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter contained herein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Company and the Participant with respect to such subject matter other than those as set forth or provided for herein.

11.Governing Document. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Award Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. This Award Agreement is further subject to all interpretations, amendments, rules, and regulations that may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

12.Saving Clause. If any provision(s) of this Award Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

13.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 Subsidiaries or 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

2

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.

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

*    *    *    *

3

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 and President

Accepted and Agreed:

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

4

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: July 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: July 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: July 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 June 30, 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:	July 27, 2021
	/s/ Paul Vasington
	Paul Vasington Executive Vice President and Chief Financial Officer
Date:	July 27, 2021
	/s/ Maria Freve
	Maria Freve Vice President and Chief Accounting Officer
Date:	July 27, 2021

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 15, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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)		158,374,184
Entity Central Index Key	0001477294
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,861,769	$ 1,861,980
Accounts receivable, net of allowances of $20,223 and $19,033 as of June 30, 2021 and December 31, 2020, respectively	694,317	576,647
Inventories	503,641	451,005
Prepaid expenses and other current assets	117,401	90,340
Total current assets	3,177,128	2,979,972
Property, plant and equipment, net	801,342	803,825
Goodwill	3,308,939	3,111,349
Other intangible assets, net of accumulated amortization of $2,211,355 and $2,145,634 as of June 30, 2021 and December 31, 2020, respectively	892,521	691,549
Deferred income tax assets	79,625	84,785
Other assets	158,803	172,722
Total assets	8,418,358	7,844,202
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	7,281	757,205
Accounts payable	473,932	393,907
Income taxes payable	25,663	19,215
Accrued expenses and other current liabilities	330,056	324,830
Total current liabilities	836,932	1,495,157
Deferred income tax liabilities	301,471	259,857
Pension and other post-retirement benefit obligations	44,146	48,002
Finance lease and other financing obligations, less current portion	27,220	27,931
Long-term debt, net	4,213,830	3,213,747
Other long-term liabilities	81,311	94,022
Total liabilities	5,504,910	5,138,716
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 174,005 and 173,266 shares issued as of June 30, 2021 and December 31, 2020, respectively	2,229	2,220
Treasury shares, at cost, 15,631 shares as of June 30, 2021 and December 31, 2020	(784,596)	(784,596)
Additional paid-in capital	1,789,863	1,759,668
Retained earnings	1,936,427	1,777,729
Accumulated other comprehensive loss	(30,475)	(49,535)
Total shareholders’ equity	2,913,448	2,705,486
Total liabilities and shareholders’ equity	$ 8,418,358	$ 7,844,202

XML

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 € / shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 € / shares
Current assets:
Accounts receivable, allowances | $	$ 20,223		$ 19,033
Accumulated amortization | $	$ 2,211,355		$ 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)	174,005,000		173,266,000
Treasury stock, shares (in shares)	15,631,000		15,631,000

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net revenue	$ 992,660	$ 576,505	$ 1,935,188	$ 1,350,774
Operating costs and expenses:
Cost of revenue	658,285	412,443	1,293,634	978,849
Research and development	42,913	30,239	78,869	64,692
Selling, general and administrative	86,821	64,730	163,944	141,951
Amortization of intangible assets	34,857	32,743	66,921	65,835
Restructuring and other charges, net	5,029	38,218	9,611	42,716
Total operating costs and expenses	827,905	578,373	1,612,979	1,294,043
Operating income/(loss)	164,755	(1,868)	322,209	56,731
Interest expense, net	(45,213)	(40,808)	(89,256)	(80,211)
Other, net	1,012	1,576	(38,385)	(10,705)
Income/(loss) before taxes	120,554	(41,100)	194,568	(34,185)
Provision for/(benefit from) income taxes	7,638	1,441	27,919	(75)
Net income/(loss)	$ 112,916	$ (42,541)	$ 166,649	$ (34,110)
Basic net income/(loss) per share (in dollars per share)	$ 0.71	$ (0.27)	$ 1.05	$ (0.22)
Diluted net income/(loss) per share (in dollars per share)	$ 0.71	$ (0.27)	$ 1.05	$ (0.22)

XML

Condensed Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income/(loss)	$ 112,916	$ (42,541)	$ 166,649	$ (34,110)
Other comprehensive income/(loss):
Cash flow hedges	1,398	(5,167)	15,676	(24,501)
Defined benefit and retiree healthcare plans	1,672	1,672	3,384	5,014
Other comprehensive income/(loss)	3,070	(3,495)	19,060	(19,487)
Comprehensive income/(loss)	$ 115,986	$ (46,036)	$ 185,709	$ (53,597)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net income/(loss)	$ 166,649	$ (34,110)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation	62,833	65,288
Amortization of debt issuance costs	3,426	3,263
Share-based compensation	11,475	9,590
Loss on debt financing	30,066	0
Amortization of intangible assets	66,921	65,835
Deferred income taxes	(7,070)	1,500
Loss on litigation judgment	0	41,314
Unrealized loss on derivative instruments and other	12,700	8,035
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(97,906)	114,162
Inventories	(45,664)	17,871
Prepaid expenses and other current assets	(8,280)	14,790
Accounts payable and accrued expenses	68,764	(99,467)
Income taxes payable	6,448	(34,368)
Other	(2,431)	(3,431)
Net cash provided by operating activities	267,931	170,272
Cash flows from investing activities:
Acquisitions, net of cash received	(421,951)	0
Additions to property, plant and equipment and capitalized software	(63,572)	(56,697)
Investment in debt and equity securities	(6,444)	(5,817)
Other	2,862	2,019
Net cash used in investing activities	(489,105)	(60,495)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	17,957	1,146
Payment of employee restricted stock tax withholdings	(7,948)	(2,314)
Proceeds from borrowings on debt	1,001,875	400,000
Payments on debt	(757,889)	(4,604)
Payments to repurchase ordinary shares	0	(35,175)
Payments of debt financing costs	(33,032)	0
Net cash provided by financing activities	220,963	359,053
Net change in cash and cash equivalents	(211)	468,830
Cash and cash equivalents, beginning of period	1,861,980	774,119
Cash and cash equivalents, end of period	$ 1,861,769	$ 1,242,949

XML

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 (in shares)			(83)
Surrender of shares for tax withholding	(2,314)		$ (2,314)
Stock options exercised (in shares)		55
Stock options exercised	1,146	$ 1		1,145
Vesting of restricted securities (in shares)		311
Vesting of restricted securities	0	$ 3			(3)
Repurchase of ordinary shares (in shares)			(898)
Repurchase of ordinary shares	(35,175)		$ (35,175)
Retirement of ordinary shares (in shares)		(83)	(83)
Retirement of ordinary shares	0	$ (1)	$ 2,314		(2,313)
Share-based compensation	9,590			9,590
Net income/(loss)	(34,110)				(34,110)
Other comprehensive income (loss)	(19,487)					(19,487)
Ending Balance (in shares) at Jun. 30, 2020		172,844	(15,631)
Ending Balance at Jun. 30, 2020	2,493,405	$ 2,215	$ (784,596)	1,735,826	1,579,931	(39,971)
Beginning Balance (in shares) at Mar. 31, 2020		172,596	(15,631)
Beginning Balance at Mar. 31, 2020	2,537,797	$ 2,212	$ (784,596)	1,731,884	1,624,773	(36,476)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(83)
Surrender of shares for tax withholding	(2,299)		$ (2,299)
Stock options exercised (in shares)		21
Stock options exercised	437	$ 1		436
Vesting of restricted securities (in shares)		310
Vesting of restricted securities	0	$ 3			(3)
Retirement of ordinary shares (in shares)		(83)	(83)
Retirement of ordinary shares	0	$ (1)	$ 2,299		(2,298)
Share-based compensation	3,506			3,506
Net income/(loss)	(42,541)				(42,541)
Other comprehensive income (loss)	(3,495)					(3,495)
Ending Balance (in shares) at Jun. 30, 2020		172,844	(15,631)
Ending Balance at Jun. 30, 2020	2,493,405	$ 2,215	$ (784,596)	1,735,826	1,579,931	(39,971)
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)			(136)
Surrender of shares for tax withholding	(7,948)		$ (7,948)
Stock options exercised (in shares)		467
Stock options exercised	18,726	$ 6		18,720
Vesting of restricted securities (in shares)		408
Vesting of restricted securities	0	$ 5			(5)
Retirement of ordinary shares (in shares)		(136)	(136)
Retirement of ordinary shares	0	$ (2)	$ 7,948		(7,946)
Share-based compensation	11,475			11,475
Net income/(loss)	166,649				166,649
Other comprehensive income (loss)	19,060					19,060
Ending Balance (in shares) at Jun. 30, 2021		174,005	(15,631)
Ending Balance at Jun. 30, 2021	2,913,448	$ 2,229	$ (784,596)	1,789,863	1,936,427	(30,475)
Beginning Balance (in shares) at Mar. 31, 2021		173,533	(15,631)
Beginning Balance at Mar. 31, 2021	2,790,643	$ 2,223	$ (784,596)	1,775,320	1,831,241	(33,545)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Surrender of shares for tax withholding (in shares)			(132)
Surrender of shares for tax withholding	(7,727)		$ (7,727)
Stock options exercised (in shares)		208
Stock options exercised	8,170	$ 3		8,167
Vesting of restricted securities (in shares)		396
Vesting of restricted securities	0	$ 5			(5)
Retirement of ordinary shares (in shares)		(132)	(132)
Retirement of ordinary shares	0	$ (2)	$ 7,727		(7,725)
Share-based compensation	6,376			6,376
Net income/(loss)	112,916				112,916
Other comprehensive income (loss)	3,070					3,070
Ending Balance (in shares) at Jun. 30, 2021		174,005	(15,631)
Ending Balance at Jun. 30, 2021	$ 2,913,448	$ 2,229	$ (784,596)	$ 1,789,863	$ 1,936,427	$ (30,475)

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Basis of Presentation

6 Months Ended

Jun. 30, 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 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	6 Months Ended
	Jun. 30, 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

6 Months Ended

Jun. 30, 2021

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

Revenue Recognition

The following tables presents net revenue disaggregated by segment and end market for the three and six months ended June 30, 2021 and 2020:

	For the three months ended June 30, 2021						For the three months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	518,367	$	12,052	$	530,419	$	286,499	$	7,279	$	293,778
HVOR (1)	223,485		—		223,485		98,708		—		98,708
Industrial	—		105,474		105,474		—		79,264		79,264
Appliance and HVAC (2)	—		63,187		63,187		—		43,689		43,689
Aerospace	—		32,793		32,793		—		27,193		27,193
Other	—		37,302		37,302		—		33,873		33,873
Total	$	741,852	$	250,808	$	992,660	$	385,207	$	191,298	$	576,505

________________________

(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

	For the six months ended June 30, 2021						For the six months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,055,080	$	23,552	$	1,078,632	$	724,202	$	15,515	$	739,717
HVOR	401,284		—		401,284		229,694		—		229,694
Industrial	—		195,949		195,949		—		159,863		159,863
Appliance and HVAC	—		123,103		123,103		—		89,085		89,085
Aerospace	—		65,470		65,470		—		69,317		69,317
Other	—		70,750		70,750		—		63,098		63,098
Total	$	1,456,364	$	478,824	$	1,935,188	$	953,896	$	396,878	$	1,350,774

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Share-Based Payment Plans

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Stock options	$	305	$	53	$	765	$	2,542
Restricted securities	6,071		3,453		10,710		7,048
Share-based compensation expense	$	6,376	$	3,506	$	11,475	$	9,590

Equity Awards

At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan"). The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices. The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success. All awards granted subsequent to this approval were made under the 2021 Equity Plan.

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2021 Equity Plan and 2010 Equity Plan during the six months ended June 30, 2021:

Awards Granted To:	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded that May Vest	Weighted Average Grant Date Fair Value
Directors	RSU (1)(5)	27	N/A	$	58.63
Various executives and employees	RSU (2)(4)	370	N/A	$	58.37
Various executives and employees	PRSU (3)(4)	236	0.0% - 200.0%	$	58.20

________________________

(1)    These RSUs cliff vest one year from the grant date (May 2022).

(2)    RSUs vest ratably over three years, one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between February 2024 and June 2024.

(3)    These PRSUs vest on various dates between April 2024 and May 2024. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

(4)    Primarily granted under the 2010 Equity Plan.

(5)    Primarily granted under the 2021 Equity Plan.

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Restructuring and Other Charges, Net

6 Months Ended

Jun. 30, 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 then anticipated future demand outlook. As of June 30, 2021, we have recorded cumulative costs of $30.1 million over the life of the plan, of which $27.4 million related to severance charges and $2.7 million related to facility and exit costs. We have completed a majority of the actions contemplated under the Q2 2020 Global Restructure Program.

Reductions in force under the Q2 2020 Global Restructure Program have impacted approximately 560 positions as of June 30, 2021. When the remaining contemplated reduction-in-force actions are completed, which is expected in the third quarter of 2021, the total reductions in force are expected to be approximately 840 positions, reflecting total severance charges of between $27.0 million and $29.0 million. In addition, we expect total facility and exit costs incurred over the life of the Q2 2020 Global Restructure Program to be between $6.0 million and $8.0 million. We expect to settle these charges with cash on hand.

We expect that when fully completed, restructuring actions taken under the Q2 2020 Global Restructure Program will have impacted our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	170	$	9.3	$	10.0	$	3.0	$	4.0
Sensing Solutions	280	8.0		8.0		3.0		4.0
Corporate and other (1)	390	9.7		11.0		—		—
Total	840	$	27.0	$	29.0	$	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 and six months ended June 30, 2021 and 2020 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income. Approximately $1.0 million and $2.0 million of these charges in the three and six months ended June 30, 2021, respectively, relate to site closures in Sensing Solutions. Approximately $0.3 million of these charges in the three and six months ended June 30, 2021 relate to site closures in Performance Sensing.

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Performance Sensing	$	507	$	7,609	$	803	$	7,609
Sensing Solutions	1,612		7,181		3,140		7,181
Corporate and other	1,711		9,330		1,711		9,330
Restructuring and other charges	$	3,830	$	24,120	$	5,654	$	24,120

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Q2 2020 Global Restructure Program charges	$	3,830	$	24,120	$	5,654	$	24,120
Other restructuring charges
Severance costs, net (1)	407		—		593		3,897
Facility and other exit costs	625		—		1,291		—
Other (2)	167		14,098		2,073		14,699
Restructuring and other charges, net	$	5,029	$	38,218	$	9,611	$	42,716

___________________________________

(1)    Severance costs, net (excluding those related to the Q2 2020 Global Restructure Program) for the six months ended June 30, 2020 were related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

(2)    Other charges in the three and six months ended June 30, 2020 included a charge of $12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica Finance GmbH ("Wasica") in intellectual property litigation in the second quarter of 2020. We settled this litigation with Wasica in the third quarter of 2020.

The following table presents a rollforward of the severance portion of our restructuring obligations for the six months ended June 30, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	3,623		593		4,216
Payments	(4,931)		(2,888)		(7,819)
Foreign currency remeasurement	(103)		32		(71)
Balance at June 30, 2021	$	9,431	$	1,774	$	11,205

The severance liability as of June 30, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

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Other, Net

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Other, net

Other, Net

The following table presents the components of other, net for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Currency remeasurement gain/(loss) on net monetary assets	$	1,988	$	(1,097)	$	511	$	456
(Loss)/gain on foreign currency forward contracts	(1,419)		417		(2,377)		(3,364)
Gain/(loss) on commodity forward contracts	1,186		5,427		33		(148)
Loss on debt refinancing	—		—		(30,066)		—
Net periodic benefit cost, excluding service cost	(2,268)		(2,516)		(4,678)		(6,897)
Other	1,525		(655)		(1,808)		(752)
Other, net	$	1,012	$	1,576	$	(38,385)	$	(10,705)

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Income Taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The following table presents the provision for/(benefit from) income taxes for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Provision for/(benefit from) income taxes	$	7,638	$	1,441	$	27,919	$	(75)

The increase in total tax for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was primarily due to the increase in pre-tax profits. The increase in total tax for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was predominantly due to the overall increase in income/(loss) before taxes 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 Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").

In response to the global financial and health crisis caused by COVID-19, the U.S. federal government enacted 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 tax jurisdictions with limited or no net operating loss carryforwards 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) book versus tax basis in intangible assets, (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/(Loss) per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Income/(Loss) per Share

Net Income/(Loss) per Share

Basic and diluted net income/(loss) per share are calculated by dividing net income/(loss) by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and six months ended June 30, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:

	For the three months ended		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Basic weighted-average ordinary shares outstanding	158,208	157,186	157,986	157,392
Dilutive effect of stock options (1)	670	—	689	—
Dilutive effect of unvested restricted securities (1)	466	—	612	—
Diluted weighted-average ordinary shares outstanding	159,344	157,186	159,287	157,392

___________________________________

(1)    In the three and six months ended June 30, 2020, potential ordinary shares of approximately 66 thousand and 200 thousand, respectively, related to stock options and approximately 353 thousand and 403 thousand, respectively, related to unvested restricted securities were excluded from the calculation of diluted weighted-average ordinary shares outstanding as a result of the net loss incurred in those periods.

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/(loss) 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		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Anti-dilutive shares excluded	8	2,959	7	2,172
Contingently issuable shares excluded	1,089	1,251	1,020	923

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Inventories

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories

The following table presents the components of inventories as of June 30, 2021 and December 31, 2020:

	June 30, 2021		December 31, 2020
Finished goods	$	161,378	$	170,488
Work-in-process	98,194		87,006
Raw materials	244,069		193,511
Inventories	$	503,641	$	451,005

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Pension and Other Post-Retirement Benefits

6 Months Ended

Jun. 30, 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 June 30, 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	$	3	$	1,325	$	939	$	1,327	$	942
Interest cost	120		206		21		36		401		396		542		638
Expected return on plan assets	(226)		(293)		—		—		(179)		(172)		(405)		(465)
Amortization of net loss	401		300		—		9		462		359		863		668
Amortization of prior service (credit)/cost	—		—		(159)		(197)		13		3		(146)		(194)
Loss on settlement	1,414		310		—		—		—		1,559		1,414		1,869
Net periodic benefit cost/(credit)	$	1,709	$	523	$	(136)	$	(149)	$	2,022	$	3,084	$	3,595	$	3,458

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 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	$	—	$	—	$	4	$	5	$	2,303	$	1,708	$	2,307	$	1,713
Interest cost	240		473		42		73		805		711		1,087		1,257
Expected return on plan assets	(452)		(726)		—		—		(357)		(346)		(809)		(1,072)
Amortization of net loss	802		595		—		19		921		595		1,723		1,209
Amortization of prior service (credit)/cost	—		—		(318)		(393)		16		5		(302)		(388)
Loss on settlement	2,979		4,332		—		—		—		1,559		2,979		5,891
Net periodic benefit cost/(credit)	$	3,569	$	4,674	$	(272)	$	(296)	$	3,688	$	4,232	$	6,985	$	8,610

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

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

Debt

Our long-term debt, finance lease, and other financing obligations as of June 30, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	June 30, 2021		December 31, 2020
Term Loan	September 20, 2026	$	453,780	$	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	1,000,000		—
Less: discount, net of premium		(6,097)		(9,605)
Less: deferred financing costs		(29,224)		(28,114)
Less: current portion		(4,629)		(754,630)
Long-term debt, net		$	4,213,830	$	3,213,747
Finance lease and other financing obligations		$	29,872	$	30,506
Less: current portion		(2,652)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,220	$	27,931

Revolving Credit Facility

As of June 30, 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 June 30, 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 and $1.7 million of issuance premiums, which are presented as an addition to 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 June 30, 2021 and December 31, 2020, accrued interest totaled $46.1 million and $53.6 million, respectively.

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Commitments and Contingencies	6 Months Ended
	Jun. 30, 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

6 Months Ended

Jun. 30, 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 the 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 June 30, 2021. On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will remain on hold until we determine that market conditions warrant continuation of the program.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the six months ended June 30, 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 income before reclassifications, net of tax	11,871		—		11,871
Reclassifications from accumulated other comprehensive loss, net of tax	3,805		3,384		7,189
Other comprehensive income	15,676		3,384		19,060
Balance at June 30, 2021	$	8,943	$	(39,418)	$	(30,475)

The amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020 were as follows:

	For the three months ended June 30,				For the six months ended June 30,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020		2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	3,433	$	(6,392)	$	7,840	$	(13,015)	Net revenue (1)
Foreign currency forward contracts	(2,024)		193		(2,767)		(1,575)		Cost of revenue (1)
Total, before taxes	1,409		(6,199)		5,073		(14,590)		Income/(loss) before taxes
Income tax effect	(352)		1,550		(1,268)		3,648		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,057	$	(4,649)	$	3,805	$	(10,942)	Net income/(loss)
Defined benefit and retiree healthcare plans	$	2,131	$	2,343	$	4,400	$	6,712	Other, net (2)
Income tax effect	(459)		(671)		(1,016)		(1,698)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,672	$	1,672	$	3,384	$	5,014	Net income/(loss)

__________________________

(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

6 Months Ended

Jun. 30, 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 June 30, 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.

	June 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,789	$	16,163
Commodity forward contracts	5,479		8,902
Total	$	23,268	$	25,065
Liabilities
Foreign currency forward contracts	$	7,667	$	24,660
Commodity forward contracts	2,016		310
Total	$	9,683	$	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 six months ended June 30, 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 June 30, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	June 30, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	453,780	$	453,780	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	444,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	777,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	473,625	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	740,625	$	750,000	$	776,250
4.0% Senior Notes	$	1,000,000	$	1,010,000	$	—	$	—

___________________________________

(1)    Excluding any related debt discounts, or premiums, 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.

	June 30, 2021		December 31, 2020
Quanergy	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

On June 22, 2021, Quanergy Systems, Inc. ("Quanergy") announced that it had entered into a definitive business combination agreement with CITIC Capital Acquisition Corp (NYSE: CCAC). Upon closing of the business combination, which is expected to be in the second half of 2021, subject to customary closing conditions, the combined company is expected to be listed on the New York Stock Exchange ("NYSE") under the ticker symbol QNGY. We have assessed our investment in Quanergy based on the proposed terms of the business combination agreement and concluded that there were no indicators of impairment as of June 30, 2021. Subsequent to closing, we will mark our investment to market each reporting period.

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 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 and six months ended June 30, 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 June 30, 2021, we estimated that $9.2 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2022.

As of June 30, 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)
14.0 EUR	June 28, 2021	July 30, 2021	Euro ("EUR") to USD	1.19 USD	Not designated
370.4 EUR	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	EUR to USD	1.19 USD	Cash flow hedge
696.0 CNY	June 23, 2021	July 30, 2021	USD to Chinese Renminbi ("CNY")	6.51 CNY	Not designated
520.8 CNY	Various from November 5, 2020 to January 5, 2021	Various from July 30, 2021 to December 31, 2021	USD to CNY	6.66 CNY	Cash flow hedge
450.0 JPY	June 28, 2021	July 30, 2021	USD to Japanese Yen ("JPY")	110.82 JPY	Not designated
20,066.7 KRW	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to May 31, 2023	USD to Korean Won ("KRW")	1,143.12 KRW	Cash flow hedge
26.0 MYR	June 23, 2021	July 30, 2021	USD to Malaysian Ringgit ("MYR")	4.14 MYR	Not designated
423.0 MXN	June 28, 2021	July 30, 2021	USD to Mexican Peso ("MXN")	19.92 MXN	Not designated
3,215.0 MXN	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	USD to MXN	22.41 MXN	Cash flow hedge
5.6 GBP	June 28, 2021	July 30, 2021	British Pound Sterling ("GBP") to USD	1.39 USD	Not Designated
51.3 GBP	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	GBP to USD	1.33 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 June 30, 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	929,084 troy oz.	July 2021 - June 2023	$24.51
Gold	8,943 troy oz.	July 2021 - June 2023	$1,819.10
Nickel	202,117 pounds	July 2021 - June 2023	$7.44
Aluminum	2,870,170 pounds	July 2021 - June 2023	$0.97
Copper	2,842,272 pounds	July 2021 - June 2023	$3.76
Platinum	9,540 troy oz.	July 2021 - June 2023	$1,045.46
Palladium	1,256 troy oz.	July 2021 - June 2023	$2,457.28

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 June 30, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2021		December 31, 2020		Balance Sheet Location	June 30, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	14,875	$	11,281	Accrued expenses and other current liabilities	$	6,928	$	18,834
Foreign currency forward contracts	Other assets	2,860		4,728		Other long-term liabilities	284		5,182
Total		$	17,735	$	16,009		$	7,212	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,041	$	7,598	Accrued expenses and other current liabilities	$	1,216	$	149
Commodity forward contracts	Other assets	438		1,304		Other long-term liabilities	800		161
Foreign currency forward contracts	Prepaid expenses and other current assets	54		154		Accrued expenses and other current liabilities	455		644
Total		$	5,533	$	9,056		$	2,471	$	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 June 30, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	(6,353)	$	(5,954)	Net revenue	$	(3,433)	$	6,392
Foreign currency forward contracts	$	6,808	$	5,267	Cost of revenue	$	2,024	$	(193)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	1,186	$	5,427	Other, net
Foreign currency forward contracts	$	(1,419)	$	417	Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the six months ended June 30, 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/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	12,446	$	6,590	Net revenue	$	(7,840)	$	13,015
Foreign currency forward contracts	$	3,383	$	(24,363)	Cost of revenue	$	2,767	$	1,575

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	33	$	(148)	Other, net
Foreign currency forward contracts	$	(2,377)	$	(3,364)	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 June 30, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $9.7 million. As of June 30, 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

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

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"), a leading provider of telematics and data insight, headquartered in Camarillo, California. The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate cash purchase price of $408.7 million, subject to certain post-closing items. The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Sensata Insights megatrend initiative. We expect to integrate Xirgo into our Performance Sensing reportable segment.

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

Net working capital, excluding cash	$	11,536
Property, plant and equipment	1,427
Goodwill	184,260
Other intangible assets	249,612
Other assets	508
Deferred income tax liabilities	(45,506)
Other long-term liabilities	(292)
Fair value of net assets acquired, excluding cash and cash equivalents	401,545
Cash and cash equivalents	7,117
Fair value of net assets acquired	$	408,662

The allocation of purchase price of Xirgo is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $184.3 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The amount of goodwill recorded that is expected to be deductible for tax purposes is not material.

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

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets
Customer relationships	$	198,540	15
Completed technologies	44,130		10
Tradenames	6,930		11
Other	12		1
Total definite-lived intangible assets acquired	$	249,612	14

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

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Segment Reporting

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

We operate in, and report financial information for, the following two reportable segments: Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments. The Sensing Solutions reportable segment is also an operating segment.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net revenue:
Performance Sensing	$	741,852	$	385,207	$	1,456,364	$	953,896
Sensing Solutions	250,808		191,298		478,824		396,878
Total net revenue	$	992,660	$	576,505	$	1,935,188	$	1,350,774
Segment operating income (as defined above):
Performance Sensing	$	202,064	$	60,756	$	397,908	$	195,802
Sensing Solutions	76,549		55,787		143,443		112,316
Total segment operating income	278,613		116,543		541,351		308,118
Corporate and other	(73,972)		(47,450)		(142,610)		(142,836)
Amortization of intangible assets	(34,857)		(32,743)		(66,921)		(65,835)
Restructuring and other charges, net	(5,029)		(38,218)		(9,611)		(42,716)
Operating income/(loss)	164,755		(1,868)		322,209		56,731
Interest expense, net	(45,213)		(40,808)		(89,256)		(80,211)
Other, net	1,012		1,576		(38,385)		(10,705)
Income/(loss) before taxes	$	120,554	$	(41,100)	$	194,568	$	(34,185)

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Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 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)

6 Months Ended

Jun. 30, 2021

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of Disaggregation of Revenue

The following tables presents net revenue disaggregated by segment and end market for the three and six months ended June 30, 2021 and 2020:

	For the three months ended June 30, 2021						For the three months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	518,367	$	12,052	$	530,419	$	286,499	$	7,279	$	293,778
HVOR (1)	223,485		—		223,485		98,708		—		98,708
Industrial	—		105,474		105,474		—		79,264		79,264
Appliance and HVAC (2)	—		63,187		63,187		—		43,689		43,689
Aerospace	—		32,793		32,793		—		27,193		27,193
Other	—		37,302		37,302		—		33,873		33,873
Total	$	741,852	$	250,808	$	992,660	$	385,207	$	191,298	$	576,505

________________________

(1)    Heavy vehicle and off-road

(2)    Heating, ventilation and air conditioning

	For the six months ended June 30, 2021						For the six months ended June 30, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	1,055,080	$	23,552	$	1,078,632	$	724,202	$	15,515	$	739,717
HVOR	401,284		—		401,284		229,694		—		229,694
Industrial	—		195,949		195,949		—		159,863		159,863
Appliance and HVAC	—		123,103		123,103		—		89,085		89,085
Aerospace	—		65,470		65,470		—		69,317		69,317
Other	—		70,750		70,750		—		63,098		63,098
Total	$	1,456,364	$	478,824	$	1,935,188	$	953,896	$	396,878	$	1,350,774

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Share-Based Payment Plans (Tables)

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Stock options	$	305	$	53	$	765	$	2,542
Restricted securities	6,071		3,453		10,710		7,048
Share-based compensation expense	$	6,376	$	3,506	$	11,475	$	9,590

Share-based Payment Arrangement, Restricted Stock Unit, Activity

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2021 Equity Plan and 2010 Equity Plan during the six months ended June 30, 2021:

Awards Granted To:	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded that May Vest	Weighted Average Grant Date Fair Value
Directors	RSU (1)(5)	27	N/A	$	58.63
Various executives and employees	RSU (2)(4)	370	N/A	$	58.37
Various executives and employees	PRSU (3)(4)	236	0.0% - 200.0%	$	58.20

________________________

(1)    These RSUs cliff vest one year from the grant date (May 2022).

(2)    RSUs vest ratably over three years, one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between February 2024 and June 2024.

(3)    These PRSUs vest on various dates between April 2024 and May 2024. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

(4)    Primarily granted under the 2010 Equity Plan.

(5)    Primarily granted under the 2021 Equity Plan.

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Restructuring and Other Charges, Net (Tables)

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Other Charges, Net

We expect that when fully completed, restructuring actions taken under the Q2 2020 Global Restructure Program will have impacted our business segments and corporate functions as follows:

		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	170	$	9.3	$	10.0	$	3.0	$	4.0
Sensing Solutions	280	8.0		8.0		3.0		4.0
Corporate and other (1)	390	9.7		11.0		—		—
Total	840	$	27.0	$	29.0	$	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 and six months ended June 30, 2021 and 2020 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. However, as noted in Note 17: Segment Reporting, restructuring and other charges, net are excluded from segment operating income. Approximately $1.0 million and $2.0 million of these charges in the three and six months ended June 30, 2021, respectively, relate to site closures in Sensing Solutions. Approximately $0.3 million of these charges in the three and six months ended June 30, 2021 relate to site closures in Performance Sensing.

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Performance Sensing	$	507	$	7,609	$	803	$	7,609
Sensing Solutions	1,612		7,181		3,140		7,181
Corporate and other	1,711		9,330		1,711		9,330
Restructuring and other charges	$	3,830	$	24,120	$	5,654	$	24,120

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Q2 2020 Global Restructure Program charges	$	3,830	$	24,120	$	5,654	$	24,120
Other restructuring charges
Severance costs, net (1)	407		—		593		3,897
Facility and other exit costs	625		—		1,291		—
Other (2)	167		14,098		2,073		14,699
Restructuring and other charges, net	$	5,029	$	38,218	$	9,611	$	42,716

___________________________________

(1)    Severance costs, net (excluding those related to the Q2 2020 Global Restructure Program) for the six months ended June 30, 2020 were related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

(2)    Other charges in the three and six months ended June 30, 2020 included a charge of $12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica Finance GmbH ("Wasica") in intellectual property litigation in the second quarter of 2020. We settled this litigation with Wasica in the third quarter of 2020.

Schedule of Changes to Restructuring Liability

The following table presents a rollforward of the severance portion of our restructuring obligations for the six months ended June 30, 2021.

	Q2 2020 Global Restructure Program		Other		Total
Balance at December 31, 2020	$	10,842	$	4,037	$	14,879
Charges, net of reversals	3,623		593		4,216
Payments	(4,931)		(2,888)		(7,819)
Foreign currency remeasurement	(103)		32		(71)
Balance at June 30, 2021	$	9,431	$	1,774	$	11,205

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Other, Net (Tables)

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Schedule of Other, Net

The following table presents the components of other, net for the three and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Currency remeasurement gain/(loss) on net monetary assets	$	1,988	$	(1,097)	$	511	$	456
(Loss)/gain on foreign currency forward contracts	(1,419)		417		(2,377)		(3,364)
Gain/(loss) on commodity forward contracts	1,186		5,427		33		(148)
Loss on debt refinancing	—		—		(30,066)		—
Net periodic benefit cost, excluding service cost	(2,268)		(2,516)		(4,678)		(6,897)
Other	1,525		(655)		(1,808)		(752)
Other, net	$	1,012	$	1,576	$	(38,385)	$	(10,705)

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Provision for/(benefit from) income taxes	$	7,638	$	1,441	$	27,919	$	(75)

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Net Income/(Loss) per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Weighted-average Ordinary Shares Outstanding

For the three and six months ended June 30, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:

	For the three months ended		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Basic weighted-average ordinary shares outstanding	158,208	157,186	157,986	157,392
Dilutive effect of stock options (1)	670	—	689	—
Dilutive effect of unvested restricted securities (1)	466	—	612	—
Diluted weighted-average ordinary shares outstanding	159,344	157,186	159,287	157,392

___________________________________

(1)    In the three and six months ended June 30, 2020, potential ordinary shares of approximately 66 thousand and 200 thousand, respectively, related to stock options and approximately 353 thousand and 403 thousand, respectively, related to unvested restricted securities were excluded from the calculation of diluted weighted-average ordinary shares outstanding as a result of the net loss incurred in those periods.

Schedule of Antidilutive Securities

These potential ordinary shares were as follows:

	For the three months ended		For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Anti-dilutive shares excluded	8	2,959	7	2,172
Contingently issuable shares excluded	1,089	1,251	1,020	923

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Inventories (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

The following table presents the components of inventories as of June 30, 2021 and December 31, 2020:

	June 30, 2021		December 31, 2020
Finished goods	$	161,378	$	170,488
Work-in-process	98,194		87,006
Raw materials	244,069		193,511
Inventories	$	503,641	$	451,005

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Pension and Other Post-Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 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 June 30, 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	$	3	$	1,325	$	939	$	1,327	$	942
Interest cost	120		206		21		36		401		396		542		638
Expected return on plan assets	(226)		(293)		—		—		(179)		(172)		(405)		(465)
Amortization of net loss	401		300		—		9		462		359		863		668
Amortization of prior service (credit)/cost	—		—		(159)		(197)		13		3		(146)		(194)
Loss on settlement	1,414		310		—		—		—		1,559		1,414		1,869
Net periodic benefit cost/(credit)	$	1,709	$	523	$	(136)	$	(149)	$	2,022	$	3,084	$	3,595	$	3,458

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 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	$	—	$	—	$	4	$	5	$	2,303	$	1,708	$	2,307	$	1,713
Interest cost	240		473		42		73		805		711		1,087		1,257
Expected return on plan assets	(452)		(726)		—		—		(357)		(346)		(809)		(1,072)
Amortization of net loss	802		595		—		19		921		595		1,723		1,209
Amortization of prior service (credit)/cost	—		—		(318)		(393)		16		5		(302)		(388)
Loss on settlement	2,979		4,332		—		—		—		1,559		2,979		5,891
Net periodic benefit cost/(credit)	$	3,569	$	4,674	$	(272)	$	(296)	$	3,688	$	4,232	$	6,985	$	8,610

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Debt (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2021 and December 31, 2020 consisted of the following:

	Maturity Date	June 30, 2021		December 31, 2020
Term Loan	September 20, 2026	$	453,780	$	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	1,000,000		—
Less: discount, net of premium		(6,097)		(9,605)
Less: deferred financing costs		(29,224)		(28,114)
Less: current portion		(4,629)		(754,630)
Long-term debt, net		$	4,213,830	$	3,213,747
Finance lease and other financing obligations		$	29,872	$	30,506
Less: current portion		(2,652)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,220	$	27,931

Schedule of 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)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of Roll forward of Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the six months ended June 30, 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 income before reclassifications, net of tax	11,871		—		11,871
Reclassifications from accumulated other comprehensive loss, net of tax	3,805		3,384		7,189
Other comprehensive income	15,676		3,384		19,060
Balance at June 30, 2021	$	8,943	$	(39,418)	$	(30,475)

Schedule of Amounts Reclassified from Accumulated Other Comprehensive Loss

The amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020 were as follows:

	For the three months ended June 30,				For the six months ended June 30,				Affected Line in Condensed Consolidated Statements of Operations
Component	2021		2020		2021		2020
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	3,433	$	(6,392)	$	7,840	$	(13,015)	Net revenue (1)
Foreign currency forward contracts	(2,024)		193		(2,767)		(1,575)		Cost of revenue (1)
Total, before taxes	1,409		(6,199)		5,073		(14,590)		Income/(loss) before taxes
Income tax effect	(352)		1,550		(1,268)		3,648		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,057	$	(4,649)	$	3,805	$	(10,942)	Net income/(loss)
Defined benefit and retiree healthcare plans	$	2,131	$	2,343	$	4,400	$	6,712	Other, net (2)
Income tax effect	(459)		(671)		(1,016)		(1,698)		Provision for/(benefit from) income taxes
Total, net of taxes	$	1,672	$	1,672	$	3,384	$	5,014	Net income/(loss)

__________________________

(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)

6 Months Ended

Jun. 30, 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 June 30, 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.

	June 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	$	17,789	$	16,163
Commodity forward contracts	5,479		8,902
Total	$	23,268	$	25,065
Liabilities
Foreign currency forward contracts	$	7,667	$	24,660
Commodity forward contracts	2,016		310
Total	$	9,683	$	24,970

Schedule of 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 June 30, 2021 and December 31, 2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

	June 30, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities
Term Loan	$	453,780	$	453,780	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	444,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	777,000	$	700,000	$	777,000
6.25% Senior Notes	$	—	$	—	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	473,625	$	450,000	$	487,125
3.75% Senior Notes	$	750,000	$	740,625	$	750,000	$	776,250
4.0% Senior Notes	$	1,000,000	$	1,010,000	$	—	$	—

___________________________________

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

Schedule of 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.

	June 30, 2021		December 31, 2020
Quanergy	$	50,000	$	50,000
Other	15,000		15,000
Total	$	65,000	$	65,000

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Derivative Instruments

As of June 30, 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)
14.0 EUR	June 28, 2021	July 30, 2021	Euro ("EUR") to USD	1.19 USD	Not designated
370.4 EUR	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	EUR to USD	1.19 USD	Cash flow hedge
696.0 CNY	June 23, 2021	July 30, 2021	USD to Chinese Renminbi ("CNY")	6.51 CNY	Not designated
520.8 CNY	Various from November 5, 2020 to January 5, 2021	Various from July 30, 2021 to December 31, 2021	USD to CNY	6.66 CNY	Cash flow hedge
450.0 JPY	June 28, 2021	July 30, 2021	USD to Japanese Yen ("JPY")	110.82 JPY	Not designated
20,066.7 KRW	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to May 31, 2023	USD to Korean Won ("KRW")	1,143.12 KRW	Cash flow hedge
26.0 MYR	June 23, 2021	July 30, 2021	USD to Malaysian Ringgit ("MYR")	4.14 MYR	Not designated
423.0 MXN	June 28, 2021	July 30, 2021	USD to Mexican Peso ("MXN")	19.92 MXN	Not designated
3,215.0 MXN	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	USD to MXN	22.41 MXN	Cash flow hedge
5.6 GBP	June 28, 2021	July 30, 2021	British Pound Sterling ("GBP") to USD	1.39 USD	Not Designated
51.3 GBP	Various from August 23, 2019 to June 22, 2021	Various from July 30, 2021 to June 30, 2023	GBP to USD	1.33 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 June 30, 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	929,084 troy oz.	July 2021 - June 2023	$24.51
Gold	8,943 troy oz.	July 2021 - June 2023	$1,819.10
Nickel	202,117 pounds	July 2021 - June 2023	$7.44
Aluminum	2,870,170 pounds	July 2021 - June 2023	$0.97
Copper	2,842,272 pounds	July 2021 - June 2023	$3.76
Platinum	9,540 troy oz.	July 2021 - June 2023	$1,045.46
Palladium	1,256 troy oz.	July 2021 - June 2023	$2,457.28

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 June 30, 2021 and December 31, 2020:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2021		December 31, 2020		Balance Sheet Location	June 30, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	14,875	$	11,281	Accrued expenses and other current liabilities	$	6,928	$	18,834
Foreign currency forward contracts	Other assets	2,860		4,728		Other long-term liabilities	284		5,182
Total		$	17,735	$	16,009		$	7,212	$	24,016
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	5,041	$	7,598	Accrued expenses and other current liabilities	$	1,216	$	149
Commodity forward contracts	Other assets	438		1,304		Other long-term liabilities	800		161
Foreign currency forward contracts	Prepaid expenses and other current assets	54		154		Accrued expenses and other current liabilities	455		644
Total		$	5,533	$	9,056		$	2,471	$	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 June 30, 2021 and 2020:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss)				Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	(6,353)	$	(5,954)	Net revenue	$	(3,433)	$	6,392
Foreign currency forward contracts	$	6,808	$	5,267	Cost of revenue	$	2,024	$	(193)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	1,186	$	5,427	Other, net
Foreign currency forward contracts	$	(1,419)	$	417	Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the six months ended June 30, 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/(Loss)	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)
	2021		2020			2021		2020
Foreign currency forward contracts	$	12,446	$	6,590	Net revenue	$	(7,840)	$	13,015
Foreign currency forward contracts	$	3,383	$	(24,363)	Cost of revenue	$	2,767	$	1,575

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income/(Loss)				Location of Gain/(Loss) Recognized in Net Income/(Loss)
	2021		2020
Commodity forward contracts	$	33	$	(148)	Other, net
Foreign currency forward contracts	$	(2,377)	$	(3,364)	Other, net

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Values of Assets Acquired and Liabilities Assumed

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

Net working capital, excluding cash	$	11,536
Property, plant and equipment	1,427
Goodwill	184,260
Other intangible assets	249,612
Other assets	508
Deferred income tax liabilities	(45,506)
Other long-term liabilities	(292)
Fair value of net assets acquired, excluding cash and cash equivalents	401,545
Cash and cash equivalents	7,117
Fair value of net assets acquired	$	408,662

Schedule of Finite-Lived Intangible Assets Acquired and Weighted Average Useful Lives

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

	Acquisition Date Fair Value		Weighted-Average Lives (years)
Acquired definite-lived intangible assets
Customer relationships	$	198,540	15
Completed technologies	44,130		10
Tradenames	6,930		11
Other	12		1
Total definite-lived intangible assets acquired	$	249,612	14

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2021 and 2020:

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net revenue:
Performance Sensing	$	741,852	$	385,207	$	1,456,364	$	953,896
Sensing Solutions	250,808		191,298		478,824		396,878
Total net revenue	$	992,660	$	576,505	$	1,935,188	$	1,350,774
Segment operating income (as defined above):
Performance Sensing	$	202,064	$	60,756	$	397,908	$	195,802
Sensing Solutions	76,549		55,787		143,443		112,316
Total segment operating income	278,613		116,543		541,351		308,118
Corporate and other	(73,972)		(47,450)		(142,610)		(142,836)
Amortization of intangible assets	(34,857)		(32,743)		(66,921)		(65,835)
Restructuring and other charges, net	(5,029)		(38,218)		(9,611)		(42,716)
Operating income/(loss)	164,755		(1,868)		322,209		56,731
Interest expense, net	(45,213)		(40,808)		(89,256)		(80,211)
Other, net	1,012		1,576		(38,385)		(10,705)
Income/(loss) before taxes	$	120,554	$	(41,100)	$	194,568	$	(34,185)

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 992,660	$ 576,505	$ 1,935,188	$ 1,350,774
Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	741,852	385,207	1,456,364	953,896
Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	250,808	191,298	478,824	396,878
Automotive
Disaggregation of Revenue [Line Items]
Net revenue	530,419	293,778	1,078,632	739,717
Automotive | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	518,367	286,499	1,055,080	724,202
Automotive | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	12,052	7,279	23,552	15,515
HVOR
Disaggregation of Revenue [Line Items]
Net revenue	223,485	98,708	401,284	229,694
HVOR | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	223,485	98,708	401,284	229,694
HVOR | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Industrial
Disaggregation of Revenue [Line Items]
Net revenue	105,474	79,264	195,949	159,863
Industrial | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Industrial | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	105,474	79,264	195,949	159,863
Appliance and HVAC
Disaggregation of Revenue [Line Items]
Net revenue	63,187	43,689	123,103	89,085
Appliance and HVAC | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Appliance and HVAC | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	63,187	43,689	123,103	89,085
Aerospace
Disaggregation of Revenue [Line Items]
Net revenue	32,793	27,193	65,470	69,317
Aerospace | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Aerospace | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	32,793	27,193	65,470	69,317
Other
Disaggregation of Revenue [Line Items]
Net revenue	37,302	33,873	70,750	63,098
Other | Performance Sensing
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Other | Sensing Solutions
Disaggregation of Revenue [Line Items]
Net revenue	$ 37,302	$ 33,873	$ 70,750	$ 63,098

XML

Share-Based Payment Plans - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 6,376	$ 3,506	$ 11,475	$ 9,590
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	305	53	765	2,542
Restricted securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 6,071	$ 3,453	$ 10,710	$ 7,048

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Share-Based Payment Plans - Equity Awards (Details) shares in Thousands	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Directors | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	27
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 58.63
Award vesting period	1 year
Various executives and employees | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	370
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 58.37
Award vesting period	3 years
Award vesting percentage	33.33%
Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted (in shares) | shares	236
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 58.20
Various executives and employees | PRSU | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of PRSUs Awarded that May Vest	200.00%
Various executives and employees | PRSU | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of PRSUs Awarded that May Vest	0.00%

XML

Restructuring and Other Charges, Net - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) position	Jun. 30, 2020 USD ($)	Sep. 30, 2021 position
Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring cost incurred to date	$ 30,100		$ 30,100
Number of positions eliminated in restructuring | position			560
Restructuring and other charges	3,830	$ 24,120	$ 5,654	$ 24,120
Q2 2020 Global Restructure Program | Forecast
Restructuring Cost and Reserve [Line Items]
Expected number of positions eliminated | position					840
Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected number of positions eliminated | position			280
Restructuring and other charges	1,612	7,181	$ 3,140	7,181
Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected number of positions eliminated | position			170
Restructuring and other charges	507	$ 7,609	$ 803	$ 7,609
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			4,216
Employee Severance | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring cost incurred to date	27,400		27,400
Restructuring and other charges			3,623
Site Closures | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring cost incurred to date	2,700		2,700
Restructuring and other charges	300
Site Closures | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,000		2,000
Site Closures | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			300
Minimum | Employee Severance | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Expected cost	27,000		27,000
Minimum | Employee Severance | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Minimum | Employee Severance | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	9,300		9,300
Minimum | Site Closures | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Expected cost	6,000		6,000
Minimum | Site Closures | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000		3,000
Minimum | Site Closures | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000		3,000
Maximum | Employee Severance | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Expected cost	29,000		29,000
Maximum | Employee Severance | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Maximum | Employee Severance | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	10,000		10,000
Maximum | Site Closures | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Maximum | Site Closures | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	4,000		4,000
Maximum | Site Closures | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	$ 4,000		$ 4,000

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Restructuring and Other Charges, Net - Restructuring Components (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) position	Jun. 30, 2020 USD ($)
Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 3,830	$ 24,120	$ 5,654	$ 24,120
Q2 2020 Global Restructure Program | Corporate and other
Restructuring Cost and Reserve [Line Items]
Positions | position			390
Restructuring and other charges	1,711	9,330	$ 1,711	9,330
Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Positions | position			170
Restructuring and other charges	507	7,609	$ 803	7,609
Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Positions | position			280
Restructuring and other charges	1,612	$ 7,181	$ 3,140	$ 7,181
Reductions-in-Force
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			4,216
Reductions-in-Force | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			3,623
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum
Restructuring Cost and Reserve [Line Items]
Expected cost	27,000		27,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	9,700		9,700
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	9,300		9,300
Reductions-in-Force | Q2 2020 Global Restructure Program | Minimum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum
Restructuring Cost and Reserve [Line Items]
Expected cost	29,000		29,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	11,000		11,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	10,000		10,000
Reductions-in-Force | Q2 2020 Global Restructure Program | Maximum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Site Closures | Q2 2020 Global Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	300
Site Closures | Q2 2020 Global Restructure Program | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			300
Site Closures | Q2 2020 Global Restructure Program | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,000		2,000
Site Closures | Q2 2020 Global Restructure Program | Minimum
Restructuring Cost and Reserve [Line Items]
Expected cost	6,000		6,000
Site Closures | Q2 2020 Global Restructure Program | Minimum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	0		0
Site Closures | Q2 2020 Global Restructure Program | Minimum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000		3,000
Site Closures | Q2 2020 Global Restructure Program | Minimum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	3,000		3,000
Site Closures | Q2 2020 Global Restructure Program | Maximum
Restructuring Cost and Reserve [Line Items]
Expected cost	8,000		8,000
Site Closures | Q2 2020 Global Restructure Program | Maximum | Corporate and other
Restructuring Cost and Reserve [Line Items]
Expected cost	0		0
Site Closures | Q2 2020 Global Restructure Program | Maximum | Performance Sensing
Restructuring Cost and Reserve [Line Items]
Expected cost	4,000		4,000
Site Closures | Q2 2020 Global Restructure Program | Maximum | Sensing Solutions
Restructuring Cost and Reserve [Line Items]
Expected cost	$ 4,000		$ 4,000

XML

Restructuring and Other Charges, Net - Schedule of Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Loss Contingencies [Line Items]
Restructuring and other charges, net	$ 5,029	$ 38,218	$ 9,611	$ 42,716
Wasica Finance Gmbh et al v. Schrader International Inc.
Loss Contingencies [Line Items]
Payments for legal settlements		12,100		12,100
Q2 2020 Global Restructure Program
Loss Contingencies [Line Items]
Q2 2020 Global Restructure Program charges	3,830	24,120	5,654	24,120
Other
Loss Contingencies [Line Items]
Severance costs, net	407	0	593	3,897
Facility and other exit costs	625	0	1,291	0
Other	$ 167	$ 14,098	$ 2,073	$ 14,699

XML

Restructuring and Other Charges, Net - Schedule of Changes to Restructuring Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Q2 2020 Global Restructure Program
Restructuring Reserve [Roll Forward]
Charges, net of reversals	$ (3,830)	$ (24,120)	$ (5,654)	$ (24,120)
Reductions-in-Force
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			14,879
Charges, net of reversals			(4,216)
Payments			(7,819)
Foreign currency remeasurement			(71)
Restructuring Reserve, Ending Balance	11,205		11,205
Reductions-in-Force | Q2 2020 Global Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			10,842
Charges, net of reversals			(3,623)
Payments			(4,931)
Foreign currency remeasurement			(103)
Restructuring Reserve, Ending Balance	9,431		9,431
Reductions-in-Force | Other
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			4,037
Charges, net of reversals			(593)
Payments			(2,888)
Foreign currency remeasurement			32
Restructuring Reserve, Ending Balance	$ 1,774		$ 1,774

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Other, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other Income and Expenses [Abstract]
Currency remeasurement gain/(loss) on net monetary assets	$ 1,988	$ (1,097)	$ 511	$ 456
(Loss)/gain on foreign currency forward contracts	(1,419)	417	(2,377)	(3,364)
Gain/(loss) on commodity forward contracts	1,186	5,427	33	(148)
Loss on debt refinancing	0	0	(30,066)	0
Net periodic benefit cost, excluding service cost	(2,268)	(2,516)	(4,678)	(6,897)
Other	1,525	(655)	(1,808)	(752)
Other, net	$ 1,012	$ 1,576	$ (38,385)	$ (10,705)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Provision for/(benefit from) income taxes	$ 7,638	$ 1,441		$ 27,919	$ (75)
Deferred income tax benefit			$ 7,500

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Net Income/(Loss) per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic weighted-average ordinary shares outstanding (in shares)	158,208	157,186	157,986	157,392
Dilutive effect of stock options (in shares)	670	0	689	0
Dilutive effect of unvested restricted securities (in shares)	466	0	612	0
Diluted weighted-average ordinary shares outstanding (in shares)	159,344	157,186	159,287	157,392
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of stock options (in shares)		66		200
Restricted securities
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of stock options (in shares)		353		403

XML

Net Income/(Loss) per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 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)	8	2,959	7	2,172
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)	1,089	1,251	1,020	923

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Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Finished goods	$ 161,378	$ 170,488
Work-in-process	98,194	87,006
Raw materials	244,069	193,511
Inventories	$ 503,641	$ 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		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 1,327	$ 942	$ 2,307	$ 1,713
Interest cost	542	638	1,087	1,257
Expected return on plan assets	(405)	(465)	(809)	(1,072)
Amortization of net loss	863	668	1,723	1,209
Amortization of prior service (credit)/cost	(146)	(194)	(302)	(388)
Loss on settlement	1,414	1,869	2,979	5,891
Net periodic benefit cost/(credit)	3,595	3,458	6,985	8,610
U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0	0	0	0
Interest cost	120	206	240	473
Expected return on plan assets	(226)	(293)	(452)	(726)
Amortization of net loss	401	300	802	595
Amortization of prior service (credit)/cost	0	0	0	0
Loss on settlement	1,414	310	2,979	4,332
Net periodic benefit cost/(credit)	1,709	523	3,569	4,674
U.S. Plans | Retiree Healthcare
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	2	3	4	5
Interest cost	21	36	42	73
Expected return on plan assets	0	0	0	0
Amortization of net loss	0	9	0	19
Amortization of prior service (credit)/cost	(159)	(197)	(318)	(393)
Loss on settlement	0	0	0	0
Net periodic benefit cost/(credit)	(136)	(149)	(272)	(296)
Non-U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	1,325	939	2,303	1,708
Interest cost	401	396	805	711
Expected return on plan assets	(179)	(172)	(357)	(346)
Amortization of net loss	462	359	921	595
Amortization of prior service (credit)/cost	13	3	16	5
Loss on settlement	0	1,559	0	1,559
Net periodic benefit cost/(credit)	$ 2,022	$ 3,084	$ 3,688	$ 4,232

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Debt - Schedule of Long-term Debt, Finance Lease, and Other Financing Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: discount, net of premium	$ (6,097)	$ (9,605)
Less: deferred financing costs	(29,224)	(28,114)
Less: current portion	(4,629)	(754,630)
Long-term debt, net	4,213,830	3,213,747
Finance lease and other financing obligations	29,872	30,506
Less: current portion	(2,652)	(2,575)
Finance lease and other financing obligations, less current portion	$ 27,220	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	$ 453,780	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	$ 1,000,000	$ 0

XML

Debt - Narrative (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 08, 2021	Mar. 29, 2021	Mar. 05, 2021	Mar. 05, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Feb. 03, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on debt financing					$ 0	$ 0	$ 30,066,000	$ 0
Accrued interest					$ 46,100,000		$ 46,100,000			$ 53,600,000
6.25% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					6.25%		6.25%
4.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.00%		4.00%
4.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.875%		4.875%
5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.625%		5.625%
5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.00%		5.00%
4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.375%		4.375%
3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					3.75%		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, Redemption Term, Scenario Three
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%		6.25%
Debt redemption, aggregate principal amount									$ 750,000,000.0
Debt instrument, redemption price, percentage			103.125%
Debt redemption, accrued interest				$ 2,600,000
Loss on debt financing							$ 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%		4.00%
Debt instrument, face amount		$ 750,000,000.0
Debt redemption, premium paid							$ 1,700,000
Deferred financing costs					$ 9,600,000		$ 9,600,000
Senior Notes | Senior Notes 4.0% Due 2029, Additional Notes
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%		4.875%
Senior Notes | 5.625% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.625%		5.625%
Senior Notes | 5.0% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					5.00%		5.00%
Senior Notes | 4.375% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					4.375%		4.375%
Senior Notes | 3.75% Senior Notes
Debt Instrument [Line Items]
Stated interest rate					3.75%		3.75%
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Amount available under revolving credit facility					$ 416,100,000		$ 416,100,000
Line of credit facility, maximum borrowing capacity					420,000,000.0		420,000,000.0
Letters of credit outstanding, amount					3,900,000		3,900,000
Letter of Credit | Line of Credit
Debt Instrument [Line Items]
Long-term line of credit					$ 0		$ 0

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Shareholders' Equity - Narrative (Details)	Jun. 30, 2021 USD ($)
Equity [Abstract]
Stock repurchase program, authorized amount	$ 500,000,000.0
Remaining amount under share repurchase program	$ 302,300,000

XML

Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	$ 2,790,643	$ 2,537,797	$ 2,705,486	$ 2,573,755
Other comprehensive income	3,070	(3,495)	19,060	(19,487)
Ending Balance	2,913,448	2,493,405	2,913,448	2,493,405
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance			(6,733)
Other comprehensive income before reclassifications, net of tax			11,871
Reclassifications from accumulated other comprehensive loss, net of tax			3,805
Other comprehensive income			15,676
Ending Balance	8,943		8,943
Defined Benefit and Retiree Healthcare Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance			(42,802)
Other comprehensive income before reclassifications, net of tax			0
Reclassifications from accumulated other comprehensive loss, net of tax			3,384
Other comprehensive income			3,384
Ending Balance	(39,418)		(39,418)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(33,545)	(36,476)	(49,535)	(20,484)
Other comprehensive income before reclassifications, net of tax			11,871
Reclassifications from accumulated other comprehensive loss, net of tax			7,189
Other comprehensive income			19,060
Ending Balance	$ (30,475)	$ (39,971)	$ (30,475)	$ (39,971)

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Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	$ 992,660	$ 576,505	$ 1,935,188	$ 1,350,774
Cost of revenue	658,285	412,443	1,293,634	978,849
Income/(loss) before taxes	120,554	(41,100)	194,568	(34,185)
Other, net	1,012	1,576	(38,385)	(10,705)
Provision for/(benefit from) income taxes	(7,638)	(1,441)	(27,919)	75
Net income/(loss)	112,916	(42,541)	166,649	(34,110)
(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/(loss) before taxes	1,409	(6,199)	5,073	(14,590)
Provision for/(benefit from) income taxes	(352)	1,550	(1,268)	3,648
Net income/(loss)	1,057	(4,649)	3,805	(10,942)
(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	3,433	(6,392)	7,840	(13,015)
Cost of revenue	(2,024)	193	(2,767)	(1,575)
(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	2,131	2,343	4,400	6,712
Provision for/(benefit from) income taxes	(459)	(671)	(1,016)	(1,698)
Net income/(loss)	$ 1,672	$ 1,672	$ 3,384	$ 5,014

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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	Jun. 30, 2021	Dec. 31, 2020
Assets
Foreign currency forward contracts	$ 17,789	$ 16,163
Commodity forward contracts	5,479	8,902
Total	23,268	25,065
Liabilities
Foreign currency forward contracts	7,667	24,660
Commodity forward contracts	2,016	310
Total	$ 9,683	$ 24,970

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Fair Value Measures - Financial Instruments Not Recorded at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 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	$ 453,780	$ 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	444,000	448,000
Level 2 | 5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	777,000	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	473,625	487,125
Level 2 | 3.75% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	740,625	776,250
Level 2 | 4.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	1,010,000	0
Level 2 | Carrying Value | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	453,780	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	$ 1,000,000	$ 0

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Fair Value Measures - Equity Instruments without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity investment	$ 65,000	$ 65,000
Quanergy
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)	Jun. 30, 2021 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency cash flow gain to be reclassified during next 12 months	$ 9,200,000
Termination value of outstanding derivatives in a liability position	9,700,000
Collateral already posted, aggregate fair value	$ 0

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Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - 3 months ended Jun. 30, 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 | €	€ 14.0
Weighted-Average Strike Rate | € / $	1.19	1.19	1.19	1.19	1.19	1.19	1.19
Foreign currency forward contracts | Not designated | USD to Chinese Renminbi ("CNY")
Hedges of Foreign Currency Risk
Notional | ¥		¥ 696.0
Weighted-Average Strike Rate | $ / ¥	6.51	6.51	6.51	6.51	6.51	6.51	6.51
Foreign currency forward contracts | Not designated | USD to Japanese Yen ("JPY")
Hedges of Foreign Currency Risk
Notional | ¥			¥ 450.0
Weighted-Average Strike Rate | $ / ¥	110.82	110.82	110.82	110.82	110.82	110.82	110.82
Foreign currency forward contracts | Not designated | USD to Malaysian Ringgit ("MYR")
Hedges of Foreign Currency Risk
Notional | RM					RM 26.0
Weighted-Average Strike Rate | $ / RM	4.14	4.14	4.14	4.14	4.14	4.14	4.14
Foreign currency forward contracts | Not designated | USD to Mexican Peso ("MXN")
Hedges of Foreign Currency Risk
Notional | $						$ 423.0
Weighted-Average Strike Rate | $ / $	19.92	19.92	19.92	19.92	19.92	19.92	19.92
Foreign currency forward contracts | Not designated | British Pound Sterling ("GBP") to USD
Hedges of Foreign Currency Risk
Notional | £							£ 5.6
Weighted-Average Strike Rate | £ / $	1.39	1.39	1.39	1.39	1.39	1.39	1.39
Foreign currency forward contracts | Cash flow hedge | Euro ("EUR") to USD
Hedges of Foreign Currency Risk
Notional | €	€ 370.4
Weighted-Average Strike Rate | € / $	1.19	1.19	1.19	1.19	1.19	1.19	1.19
Foreign currency forward contracts | Cash flow hedge | USD to Chinese Renminbi ("CNY")
Hedges of Foreign Currency Risk
Notional | ¥		¥ 520.8
Weighted-Average Strike Rate | $ / ¥	6.66	6.66	6.66	6.66	6.66	6.66	6.66
Foreign currency forward contracts | Cash flow hedge | USD to Korean Won ("KRW")
Hedges of Foreign Currency Risk
Notional | ₩				₩ 20,066.7
Weighted-Average Strike Rate | $ / ₩	1,143.12	1,143.12	1,143.12	1,143.12	1,143.12	1,143.12	1,143.12
Foreign currency forward contracts | Cash flow hedge | USD to Mexican Peso ("MXN")
Hedges of Foreign Currency Risk
Notional | $						$ 3,215.0
Weighted-Average Strike Rate | $ / $	22.41	22.41	22.41	22.41	22.41	22.41	22.41
Foreign currency forward contracts | Cash flow hedge | British Pound Sterling ("GBP") to USD
Hedges of Foreign Currency Risk
Notional | £							£ 51.3
Weighted-Average Strike Rate | £ / $	1.33	1.33	1.33	1.33	1.33	1.33	1.33
Silver | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	24.51	24.51	24.51	24.51	24.51	24.51	24.51
Hedges of Commodity Risk
Notional	929,084
Gold | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	1,819.10	1,819.10	1,819.10	1,819.10	1,819.10	1,819.10	1,819.10
Hedges of Commodity Risk
Notional	8,943
Nickel | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	7.44	7.44	7.44	7.44	7.44	7.44	7.44
Hedges of Commodity Risk
Notional | lb	202,117
Aluminum | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	0.97	0.97	0.97	0.97	0.97	0.97	0.97
Hedges of Commodity Risk
Notional | lb	2,870,170
Copper | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	3.76	3.76	3.76	3.76	3.76	3.76	3.76
Hedges of Commodity Risk
Notional | lb	2,842,272
Platinum | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	1,045.46	1,045.46	1,045.46	1,045.46	1,045.46	1,045.46	1,045.46
Hedges of Commodity Risk
Notional	9,540
Palladium | Not designated
Hedges of Foreign Currency Risk
Weighted-Average Strike Rate	2,457.28	2,457.28	2,457.28	2,457.28	2,457.28	2,457.28	2,457.28
Hedges of Commodity Risk
Notional	1,256

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Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Cash flow hedge
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 17,735	$ 16,009
Liability Derivatives	7,212	24,016
Not designated
Derivatives, Fair Value [Line Items]
Asset Derivatives	5,533	9,056
Liability Derivatives	2,471	954
Foreign currency forward contracts | Cash flow hedge | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	14,875	11,281
Foreign currency forward contracts | Cash flow hedge | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	2,860	4,728
Foreign currency forward contracts | Cash flow hedge | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	6,928	18,834
Foreign currency forward contracts | Cash flow hedge | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	284	5,182
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	54	154
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	455	644
Commodity forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	5,041	7,598
Commodity forward contracts | Not designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	438	1,304
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	1,216	149
Commodity forward contracts | Not designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 800	$ 161

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Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 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)	$ (6,353)	$ (5,954)	$ 12,446	$ 6,590
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)	(3,433)	6,392	(7,840)	13,015
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)	6,808	5,267	3,383	(24,363)
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)	2,024	(193)	2,767	1,575
Foreign currency forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Net Income/(Loss)	(1,419)	417	(2,377)	(3,364)
Commodity forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Net Income/(Loss)	$ 1,186	$ 5,427	$ 33	$ (148)

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Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Feb. 11, 2021	Jun. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 3,308,939	$ 3,111,349
Xirgo
Business Acquisition [Line Items]
Aggregate purchase price	$ 408,700
Goodwill		$ 184,260

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Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 3,308,939	$ 3,111,349
Xirgo
Business Acquisition [Line Items]
Net working capital, excluding cash	11,536
Property, plant and equipment	1,427
Goodwill	184,260
Other intangible assets	249,612
Other assets	508
Deferred income tax liabilities	(45,506)
Other long-term liabilities	(292)
Fair value of net assets acquired, excluding cash and cash equivalents	401,545
Cash and cash equivalents	7,117
Fair value of net assets acquired	$ 408,662

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Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired and Weighted Average Useful Lives (Details) - Xirgo $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 249,612
Weighted-Average Lives (years)	14 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 198,540
Weighted-Average Lives (years)	15 years
Completed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 44,130
Weighted-Average Lives (years)	10 years
Tradenames
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 6,930
Weighted-Average Lives (years)	11 years
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Date Fair Value	$ 12
Weighted-Average Lives (years)	1 year

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Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment			2
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	$ 992,660	$ 576,505	$ 1,935,188	$ 1,350,774
Operating income/(loss)	164,755	(1,868)	322,209	56,731
Amortization of intangible assets	(34,857)	(32,743)	(66,921)	(65,835)
Interest expense, net	(45,213)	(40,808)	(89,256)	(80,211)
Other, net	1,012	1,576	(38,385)	(10,705)
Income/(loss) before taxes	120,554	(41,100)	$ 194,568	(34,185)
Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Number of operating segments | segment			2
Net revenue	741,852	385,207	$ 1,456,364	953,896
Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	250,808	191,298	478,824	396,878
Operating segments
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	992,660	576,505	1,935,188	1,350,774
Operating income/(loss)	278,613	116,543	541,351	308,118
Operating segments | Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	741,852	385,207	1,456,364	953,896
Operating income/(loss)	202,064	60,756	397,908	195,802
Operating segments | Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	250,808	191,298	478,824	396,878
Operating income/(loss)	76,549	55,787	143,443	112,316
Corporate and other
Reconciliation from Segment Totals to Consolidated [Abstract]
Operating income/(loss)	(73,972)	(47,450)	(142,610)	(142,836)
Segment reconciling items
Reconciliation from Segment Totals to Consolidated [Abstract]
Amortization of intangible assets	(34,857)	(32,743)	(66,921)	(65,835)
Restructuring and other charges, net	$ (5,029)	$ (38,218)	$ (9,611)	$ (42,716)