What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-04-27 compared with 2020-10-27 · 195 added, 262 removed, 387 unchanged (54% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

2021 December 31,

1 unchanged sentence

Cash and cash equivalents $ 1,893,926 $ 1,861,980

Accounts receivable, net of allowances of $ 17,151 and $ 15,129 as of September 30, 2020 and December 31, 2019, respectively

Accounts receivable, net of allowances of $ 18,891 and $ 19,033 as of March 31, 2021 and December 31, 2020, respectively

641,161 576,647

4 unchanged sentences

Goodwill 3,124,939 3,111,349

Other intangible assets, net of accumulated amortization of $ 2,137,916 and $ 2,039,436 as of September 30, 2020 and December 31, 2019, respectively

Other intangible assets, net of accumulated amortization of $ 2,176,498 and $ 2,145,634 as of March 31, 2021 and December 31, 2020, respectively

676,072 691,549

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 172,875 and 172,561 shares issued, as of September 30, 2020 and December 31, 2019, respectively

Treasury shares, at cost, 15,631 and 14,733 shares as of September 30, 2020 and December 31, 2019, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 173,533 and 173,266 shares issued as of March 31, 2021 and December 31, 2020, respectively

Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020

( 784,596 ) ( 784,596 )

8 unchanged sentences

(In thousands, except per share amounts)

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

For the three months ended

March 31, 2021 March 31, 2020

Net revenue $ 942,528 $ 774,269

10 unchanged sentences

Income before taxes 74,014 6,915

Provision for income taxes 15,181 28,341 15,106 80,649

Provision for/(benefit from) income taxes 20,281 ( 1,516 )

Net income $ 53,733 $ 8,431

3 unchanged sentences

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive Income/(Loss)

(In thousands)

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

For the three months ended

March 31, 2021 March 31, 2020

Net income $ 53,733 $ 8,431

Other comprehensive (loss)/income:

Other comprehensive income/(loss):

Cash flow hedges

1 unchanged sentence

Defined benefit and retiree healthcare plans

1,015 83 6,029 249

Other comprehensive (loss)/income ( 1,182 ) 7,000 ( 20,669 ) 12,580

Comprehensive income $ 75,547 $ 77,675 $ 21,950 $ 241,756

Other comprehensive income/(loss) 15,990 ( 15,992 )

Comprehensive income/(loss) $ 69,723 $ ( 7,561 )

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

2 unchanged sentences

(In thousands)

For the nine months ended

September 30, 2020 September 30, 2019

For the three months ended

March 31, 2021 March 31, 2020

Cash flows from operating activities:

7 unchanged sentences

Deferred income taxes 130 ( 4,100 )

Loss on litigation judgment — 29,200

Unrealized loss on derivative instruments and other 8,797 11,040

19 unchanged sentences

Payments to repurchase ordinary shares — ( 35,175 )

Payments of debt and equity issuance costs ( 6,957 ) ( 7,770 )

Net cash provided by/(used in) financing activities 701,202 ( 281,450 )

Payments of debt financing costs ( 31,110 ) —

Net cash used in financing activities ( 23,528 ) ( 36,856 )

Net change in cash and cash equivalents 31,946 28,852

7 unchanged sentences

Number Amount Number Amount

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

Surrender of shares for tax withholding — — — ( 21 ) — — — ( 21 )

Stock options exercised 29 1 — — 1,090 — — 1,091

Vesting of restricted securities 2 — — — — — — —

Retirement of ordinary shares — — — 21 — ( 21 ) — —

Share-based compensation — — — — 4,622 — — 4,622

Net income — — — — — 76,729 — 76,729

Other comprehensive loss — — — — — — ( 1,182 ) ( 1,182 )

Balance as of September 30, 2020 172,875 $ 2,216 ( 15,631 ) $ ( 784,596 ) $ 1,741,538 $ 1,656,639 $ ( 41,153 ) $ 2,574,644

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

2 unchanged sentences

Vesting of restricted securities 12 — — — — — — —

Repurchase of ordinary shares — — ( 898 ) ( 35,175 ) — — — ( 35,175 )

Retirement of ordinary shares ( 4 ) — 4 221 — ( 221 ) — —

1 unchanged sentence

Net income — — — — — 53,733 — 53,733

Other comprehensive loss — — — — — — ( 20,669 ) ( 20,669 )

Balance as of September 30, 2020 172,875 $ 2,216 ( 15,631 ) $ ( 784,596 ) $ 1,741,538 $ 1,656,639 $ ( 41,153 ) $ 2,574,644

Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity

Number Amount Number Amount

Balance as of June 30, 2019 172,325 $ 2,209 ( 10,986 ) $ ( 567,615 ) $ 1,710,711 $ 1,492,356 $ ( 20,598 ) $ 2,617,063

Surrender of shares for tax withholding — — ( 4 ) ( 175 ) — — — ( 175 )

Stock options exercised 93 2 — — 3,208 — — 3,210

Vesting of restricted securities 13 — — — — — — —

Repurchase of ordinary shares — — ( 2,098 ) ( 97,648 ) — — — ( 97,648 )

Retirement of ordinary shares ( 4 ) — 4 175 — ( 175 ) — —

Share-based compensation — — — — 2,763 — — 2,763

Net income — — — — — 70,675 — 70,675

Other comprehensive income — — — — — — 15,990 15,990

Balance as of September 30, 2019 172,427 $ 2,211 ( 13,084 ) $ ( 665,263 ) $ 1,716,682 $ 1,562,856 $ ( 13,598 ) $ 2,602,888

Balance as of March 31, 2021 173,533 $ 2,223 ( 15,631 ) $ ( 784,596 ) $ 1,775,320 $ 1,831,241 $ ( 33,545 ) $ 2,790,643

Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity

8 unchanged sentences

Net income — — — — — 8,431 — 8,431

Other comprehensive income — — — — — — 12,580 12,580

Balance as of September 30, 2019 172,427 $ 2,211 ( 13,084 ) $ ( 665,263 ) $ 1,716,682 $ 1,562,856 $ ( 13,598 ) $ 2,602,888

Other comprehensive loss — — — — — — ( 15,992 ) ( 15,992 )

Balance as of March 31, 2020 172,596 $ 2,212 ( 15,631 ) $ ( 784,596 ) $ 1,731,884 $ 1,624,773 $ ( 36,476 ) $ 2,537,797

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

2 unchanged sentences

Basis of Presentation

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

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q.

2 unchanged sentences

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, 2019.

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

3 unchanged sentences

Revenue Recognition

The following table presents net revenue disaggregated by segment and end market for the three months ended September 30, 2020 and 2019:

For the three months ended September 30, 2020 For the three months ended September 30, 2019

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

For the three months ended March 31, 2021 For the three months ended March 31, 2020

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

10 unchanged sentences

(2) Heating, ventilation and air conditioning

The following table presents net revenue disaggregated by segment and end market for the nine months ended September 30, 2020 and 2019:

For the nine months ended September 30, 2020 For the nine months ended September 30, 2019

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

Automotive $ 1,180,402 $ 23,316 $ 1,203,718 $ 1,483,986 $ 32,838 $ 1,516,824

354,430 — 354,430 429,151 — 429,151

Industrial — 247,037 247,037 — 272,177 272,177

Appliance and HVAC

— 136,703 136,703 — 157,260 157,260

Aerospace — 101,057 101,057 — 129,843 129,843

Other — 96,142 96,142 — 98,685 98,685

Total $ 1,534,832 $ 604,255 $ 2,139,087 $ 1,913,137 $ 690,803 $ 2,603,940

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2020 and 2019:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

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

For the three months ended

March 31, 2021 March 31, 2020

Stock options $ 460 $ 2,489

1 unchanged sentence

Share-based compensation expense $ 5,099 $ 6,084

Equity Awards

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 Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan during the nine months ended September 30, 2020:

Awards Granted To:

Type of Award Number of Units Granted (in thousands) Percentage of PRSUs Awarded That May Vest Weighted- Average Grant Date Fair Value

Various executives and employees RSU (1)

10 N/A $ 36.67

Directors RSU (1)

39 N/A $ 36.45

Various executives and employees RSU (2)

748 N/A $ 28.37

Various executives and employees PRSU (3)

401 0.0 % - 172.5 %

__________________________

(1) These RSUs generally cliff vest between one year and three years from the grant date (various dates between April 2021 and March 2023).

(2) Beginning in April 2020, we began granting RSUs that 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 April 2023 and September 2023.

(3) These PRSUs vest on various dates between April 2023 and September 2023.

The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

Restructuring and Other Charges, Net

During the three months ended June 30, 2020, we analyzed the potential long-term impact of the global financial and health crisis caused by the coronavirus pandemic ("COVID-19") on our business and, as a result, committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”).

The Q2 2020 Global Restructure Program, consisting of voluntary and involuntary reductions-in-force and certain site closures, was commenced in order to align our cost structure to the demand levels that we anticipate over the coming quarters.

The majority of the actions under the Q2 2020 Global Restructure Program are expected to be completed on or before June 30, 2021.

The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 980 positions.

Over the life of the Q2 2020 Global Restructure Program, we expect to incur restructuring charges of between $ 35.0 million and $ 38.0 million related to reductions-in-force and between $ 8.0 million and $ 10.0 million related to site closures.

On June 30, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the coronavirus ("COVID-19") pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures.

The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the demand levels that we anticipate in the coming quarters.

We have taken a large portion of the actions contemplated under the Q2 2020 Global Restructure Program, with the majority of the remaining actions expected to be completed on or before June 30, 2021.

Over the life of the Q2 2020 Global Restructure Program, the reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 880 positions, for which we expect to incur severance charges of between $ 31.0 million and $ 33.7 million.

In addition, over the life of the Q2 2020 Global Restructure Program, we expect to incur between $ 6.0 million and $ 8.0 million related to site closures.

We expect to settle these charges with cash on hand.

5 unchanged sentences

Corporate and other (1)

414 11.4 12.5 — —

Total 880 $ 31.0 $ 33.7 $ 6.0 $ 8.0

Charges recognized in the nine months ended September 30, 2020 related to the Q2 2020 Global Restructure Program are presented by segment below.

All charges related to severance costs and were recorded in restructuring and other charges, net.

For the nine months ended September 30, 2020

___________________________________

(1) The majority of these positions relate to engineering and manufacturing operations, which are allocated to corporate and other.

However, these restructuring actions will benefit the results of Performance Sensing and Sensing Solutions as well.

Charges recognized in the three months ended March 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below.

Approximately $ 0.8 million of these charges relate to site closures in Sensing Solutions.

However, as noted in Note 17:

Segment Reporting , restructuring and other charges, net are excluded from segment operating income.

For the three months ended March 31, 2021

Performance Sensing $ 296

Sensing Solutions 1,528

Corporate and other 9,330

Restructuring and other charges, net

The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2020 and 2019:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

Restructuring and other charges $ 1,824

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

For the three months ended

March 31, 2021 March 31, 2020

Q2 2020 Global Restructure Program charges

$ — $ — $ 24,120 $ —

Other restructuring charges

Severance costs, net (1)

206 5,549 4,103 23,035

Facility and other exit costs 666 —

( 11,148 ) 664 3,551 4,760

Other 1,906 601

Restructuring and other charges, net $ 4,582 $ 4,498

___________________________________

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

Severance costs, net for the three and nine months ended September 30, 2019 included termination benefits provided in connection with workforce reductions of manufacturing, engineering, and administrative positions including the elimination of certain positions related to site consolidations.

Severance costs, net for the three months ended September 30, 2019 also included $ 6.5 million of termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany.

Severance costs, net for the nine months ended September 30, 2019 also included approximately $ 12.7 million of benefits provided under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S.

(2) In the three months ended September 30, 2020, we settled a patent infringement case brought by Wasica Finance GmbH ("Wasica") against Schrader, and released $ 11.7 million of the related liability, which is presented in restructuring and other charges, net.

Refer to Note 12, "Commitments and Contingencies," for additional information related to this matter.

For the nine months ended September 30, 2020, this release largely offset a charge of $ 12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica in the three months ended June 30, 2020.

Other charges in the three and nine months ended September 30, 2020 and 2019 primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC.

The following table presents a rollforward of the severance portion of our restructuring obligations for the nine months ended September 30, 2020.

All balances at September 30, 2020 are presented in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

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

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

Q2 2020 Global Restructure Program Other Total

3 unchanged sentences

Foreign currency remeasurement ( 207 ) ( 17 ) ( 224 )

Balance at September 30, 2020 $ 12,852 $ 5,686 $ 18,538

The following table presents the components of other, net for the three and nine months ended September 30, 2020 and 2019:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

Currency remeasurement gain/(loss) on net monetary assets $ 5,422 $ ( 6,031 ) $ 5,878 $ ( 8,492 )

(Loss)/gain on foreign currency forward contracts ( 1,060 ) 1,289 ( 4,424 ) 2,806

Gain on commodity forward contracts 6,138 1,786 5,990 2,807

Balance at March 31, 2021 $ 8,654 $ 3,687 $ 12,341

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

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

For the three months ended

March 31, 2021 March 31, 2020

Currency remeasurement (loss)/gain on net monetary assets $ ( 1,477 ) $ 1,553

Loss on foreign currency forward contracts ( 958 ) ( 3,781 )

Loss on commodity forward contracts ( 1,153 ) ( 5,575 )

Loss on debt refinancing ( 30,066 ) —

3 unchanged sentences

Other, net $ ( 39,397 ) $ ( 12,281 )

The following table presents the provision for income taxes for the three and nine months ended September 30, 2020 and 2019:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

Provision for income taxes $ 15,181 $ 28,341 $ 15,106 $ 80,649

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

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

For the three months ended

March 31, 2021 March 31, 2020

Provision for/(benefit from) income taxes $ 20,281 $ ( 1,516 )

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

In response to the global financial and health crisis caused by COVID-19, the U.S.

1 unchanged sentence

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 income taxes consists of:

• current tax expense, which relates primarily to our profitable operations in non-U.S.

The provision for/(benefit from) income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in non-U.S.

tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

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

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

Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three and nine months ended September 30, 2020 and 2019 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

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

For the three months ended

March 31, 2021 March 31, 2020

Basic weighted-average ordinary shares outstanding 157,764 157,599

2 unchanged sentences

Diluted weighted-average ordinary shares outstanding 159,230 158,385

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

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

These potential ordinary shares were as follows:

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

For the three months ended

March 31, 2021 March 31, 2020

Anti-dilutive shares excluded 6 1,385

Contingently issuable shares excluded 950 596

The following table presents the components of inventories as of September 30, 2020 and December 31, 2019:

September 30, 2020 December 31, 2019

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

March 31, 2021 December 31, 2020

Finished goods $ 152,729 $ 170,488

3 unchanged sentences

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 September 30, 2020 and 2019 were as follows:

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

Plans Non-U.S.

8 unchanged sentences

Loss on settlement 1,565 4,022 — — — — 1,565 4,022

Loss on curtailment — — 249 — — — 249 —

Net periodic benefit cost/(credit) $ 1,860 $ 4,151 $ ( 136 ) $ ( 147 ) $ 1,666 $ 1,148 $ 3,390 $ 5,152

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2020 and 2019 were as follows:

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Total

2020 2019 2020 2019 2020 2019 2020 2019

Service cost $ — $ — $ 7 $ 6 $ 2,485 $ 2,078 $ 2,492 $ 2,084

Interest cost 679 1,192 110 154 1,005 1,008 1,794 2,354

Expected return on plan assets ( 1,018 ) ( 1,344 ) — — ( 523 ) ( 526 ) ( 1,541 ) ( 1,870 )

Amortization of net loss 906 732 18 29 852 574 1,776 1,335

Amortization of prior service (credit)/cost — — ( 589 ) ( 981 ) 7 8 ( 582 ) ( 973 )

Loss on settlement 4,363 — — — 2,344 — 6,707 —

Loss on curtailment — — 249 — — — 249 —

Net periodic benefit cost/(credit) $ 4,930 $ 580 $ ( 205 ) $ ( 792 ) $ 6,170 $ 3,142 $ 10,895 $ 2,930

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."

Our long-term debt, finance lease, and other financing obligations as of September 30, 2020 and December 31, 2019 consisted of the following:

Maturity Date September 30, 2020 December 31, 2019

Refer to Note 6:

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

Maturity Date March 31, 2021 December 31, 2020

Term Loan September 20, 2026 $ 454,938 $ 456,096

11 unchanged sentences

February 15, 2031 750,000 750,000

4.0 % Senior Notes

April 15, 2029 750,000 —

Other 2,605 —

discount ( 8,416 ) ( 9,605 )

7 unchanged sentences

Revolving Credit Facility

On April 1, 2020, in order to enhance our financial flexibility given the general uncertainty associated with COVID-19, we withdrew $ 400.0 million from our $ 420.0 million revolving credit facility (the "Revolving Credit Facility").

On August 17, 2020, we repaid these borrowings using a portion of the proceeds from issuance of the 3.75 % Senior Notes, as detailed below.

As of September 30, 2020, we had $ 416.1 million available under the Revolving Credit Facility, net of $ 3.9 million of obligations related to outstanding letters of credit issued thereunder.

As of March 31, 2021, we had $ 416.1 million available under our $ 420.0 million revolving credit facility (the "Revolving Credit Facility"), net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

Outstanding letters of credit are issued primarily for the benefit of certain operating activities.

As of September 30, 2020, no amounts had been drawn against these outstanding letters of credit.

As of March 31, 2021, no amounts had been drawn against these outstanding letters of credit.

6.25 % Senior Notes redemption

On February 3, 2021, we announced that we intended to redeem in full the $ 750.0 million aggregate principal amount outstanding on our 6.25 % senior notes due 2026 (the "6.25% Senior Notes").

On February 15, 2021, the “make-whole” premium with respect to the 6.25% Senior Notes expired.

Accordingly, we reflected the 6.25% Senior Notes as a current liability on our consolidated balance sheet as of December 31, 2020.

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

In addition to the $ 750.0 million aggregate principal amount outstanding, at redemption we paid the $ 23.4 million premium and $ 2.6 million accrued interest.

4.0 % Senior Notes

On August 17, 2020, our indirect, wholly-owned subsidiary, Sensata Technologies, Inc.

("STI"), completed the issuance and sale of $ 750.0 million aggregate principal amount of 3.75 % senior notes due 2031 (the " 3.75 % Senior Notes").

A portion of the proceeds of the issuance of the 3.75 % Senior Notes was used to repay approximately $ 400.0 million of outstanding borrowings under the Revolving Credit Facility as well as to pay fees and expenses in connection with the offering of the 3.75 % Senior Notes and related transactions.

The 3.75 % Senior Notes were issued under an indenture dated as of August 17, 2020 among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "3.75% Senior Notes Indenture").

The 3.75% Senior Notes Indenture contains covenants that limit the ability of our indirect, wholly-owned subsidiary, Sensata Technologies B.V.

("STBV") and its subsidiaries (including STI) to, among other things:

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:

engage in sale and leaseback transactions;

with respect to any subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 3.75 % Senior Notes;

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 3.75 % Senior Notes bear interest at 3.75 % per year and mature on February 15, 2031.

Interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2021.

The 3.75 % Senior Notes are guaranteed by STBV and all of the subsidiaries of STBV (other than STI) that guarantee the obligations of (1) STI under its senior secured credit facilities and 4.375 % Senior Notes due 2030, (2) STBV under the 4.875 % Senior Notes due 2023, 5.625 % Senior Notes due 2024, and 5.0 % Senior Notes due 2025, and (3) Sensata Technologies UK Financing Co.

plc under the 6.25 % Senior Notes due 2026.

At any time, and from time to time, prior to February 15, 2026, STI may redeem the 3.75 % Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 3.75 % 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 February 15, 2026, STI may redeem the 3.75 % 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 February 15, Price

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 %

1 unchanged sentence

2026 and thereafter 100.000 %

In addition, at any time prior to August 15, 2023, STI may redeem up to 40 % of the principal amount of the outstanding 3.75 % Senior Notes (including additional 3.75 % Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 103.75 %, 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 3.75 % Senior Notes (including additional 3.75 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 3.75 % Senior Notes will have the right to require STI to repurchase the 3.75 % 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, STI may, at its option, redeem the 3.75 % 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, and all Additional Amounts (as defined in the 3.75% Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

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 Annual Report on Form 10-K for the year ended December 31, 2019.

In connection with of the issuance of the 3.75 % Senior Notes, we recognized $ 8.4 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

We account for our debt financing transactions as disclosed in Note 2:

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

In connection with the redemption of the 6.25% Senior Notes, we recorded a loss of $ 30.1 million, which included $ 23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs.

In connection with the issuance of the 4.0 % Senior Notes, we recognized $ 9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of September 30, 2020 and December 31, 2019, accrued interest totaled $ 50.4 million and $ 42.8 million, respectively.

As of March 31, 2021 and December 31, 2020, accrued interest totaled $ 44.8 million and $ 53.6 million, respectively.

Commitments and Contingencies

We were a defendant in a lawsuit, Wasica Finance Gmbh et al v.

Schrader International Inc.

et al, Case No.

13-1353-CPS, U.S.D.C., Delaware , in which the claimant alleged infringement of their patent (US 5,602,524) in connection with certain of our tire pressure monitoring system products.

The patent in question has expired, and as a result, the claimant sought damages for past alleged infringement with interest and costs.

The asserted patent was the U.S.

counterpart of a German patent that had been previously asserted against Schrader.

Schrader succeeded in proving that German patent to be invalid.

On February 14, 2020, a jury found us liable for damages in the amount of $ 31.2 million.

As a result, we recorded a loss of $ 29.2 million in the three months ended March 31, 2020 through cost of revenue.

On July 6, 2020, the court awarded an additional $ 12.1 million for plaintiffs and against us for prejudgment interest-related damages, and as a result, in the three months ended June 30, 2020, we recorded a loss of $ 12.1 million through restructuring and other charges, net, to reflect the court's order.

The parties executed and closed a Litigation Settlement & License Agreement on September 18, 2020 to settle the matter for $ 31.6 million.

As a result of this settlement, in the three months ended September 30, 2020, we recognized a gain of $ 11.7 million, presented in restructuring and other charges, net.

The lawsuit was formally dismissed by the District Court (D.

Del) on September 22, 2020, and the U.S.

Court of Appeals for the Federal Circuit on September 24, 2020.

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.

Shareholders' Equity

1 unchanged sentence

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 September 30, 2020.

We currently have an authorized $ 500.0 million share repurchase program under which approximately $ 302.3 million remained available as of March 31, 2021.

On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the nine months ended September 30, 2020 were as follows:

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

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss

2 unchanged sentences

Reclassifications from accumulated other comprehensive loss, net of tax 2,748 1,712 4,460

Other comprehensive (loss)/income ( 26,698 ) 6,029 ( 20,669 )

Balance at September 30, 2020 $ ( 10,152 ) $ ( 31,001 ) $ ( 41,153 )

The amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019 were as follows:

For the three months ended September 30, For the nine months ended September 30, Affected Line in Condensed Consolidated Statements of Operations

Other comprehensive income 14,278 1,712 15,990

Balance at March 31, 2021 $ 7,545 $ ( 41,090 ) $ ( 33,545 )

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

For the three months ended March 31, Affected Line in Condensed Consolidated Statements of Operations

Component 2021 2020

3 unchanged sentences

Total, before taxes 3,664 ( 8,391 ) Income before taxes

Income tax effect ( 687 ) 1,760 2,961 3,970 Provision for income taxes

Income tax effect ( 916 ) 2,098 Provision for/(benefit from) income taxes

Total, net of taxes $ 2,748 $ ( 6,293 ) Net income

Defined benefit and retiree healthcare plans $ 2,269 $ 4,369 Other, net (2)

Income tax effect ( 423 ) ( 32 ) ( 2,121 ) ( 113 ) Provision for income taxes

Income tax effect ( 557 ) ( 1,027 ) Provision for/(benefit from) income taxes

Total, net of taxes $ 1,712 $ 3,342 Net income

__________________________

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

(2) Refer to Note 10, "Pension and Other Post-Retirement Benefits," for additional information on net periodic benefit cost/(credit).

(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).

Fair Value Measures

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 are shown in the below table.

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 are shown in the below table.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Foreign currency forward contracts $ 17,568 $ 16,163

4 unchanged sentences

Total $ 9,364 $ 24,970

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

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.

We assessed the current and expected market impact of COVID-19, including the impact on our forecasts, as of June 30, 2020, and determined that our intangible assets (including goodwill) were not impaired.

During the three months September 30, 2020, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

During the three months March 31, 2021, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019.

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Carrying Value (1)

13 unchanged sentences

$ 750,000 $ 736,875 $ 750,000 $ 776,250

4.0 % Senior Notes

$ 750,000 $ 761,250 $ — $ —

___________________________________

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

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

In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities .

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.

1 unchanged sentence

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.

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Quanergy Systems, Inc.

4 unchanged sentences

Hedges of Foreign Currency Risk

For the three and nine months ended September 30, 2020 and 2019, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of September 30, 2020, we estimated that $ 10.5 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2021.

As of September 30, 2020, we had the following outstanding foreign currency forward contracts:

For the three months ended March 31, 2021 and 2020, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

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

As of March 31, 2021, we had the following outstanding foreign currency forward contracts:

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

305.8 EUR Various from November 2018 to September 2020 Various from October 2020 to September 2022 Euro ("EUR") to USD 1.16 USD Cash flow hedge

509.0 CNY September 25, 2020 October 30, 2020 USD to Chinese Renminbi ("CNY") 6.87 CNY Not designated

330.6 CNY Various from December 2019 to January 2020 Various from October to December 2020 USD to CNY 7.01 CNY Cash flow hedge

700.0 JPY September 28, 2020 October 30, 2020 USD to Japanese Yen ("JPY") 105.43 JPY Not designated

18,310.5 KRW Various from November 2018 to September 2020 Various from October 2020 to September 2022 USD to Korean Won ("KRW") 1,172.15 KRW Cash flow hedge

10.0 MYR September 25, 2020 October 30, 2020 USD to Malaysian Ringgit ("MYR") 4.16 MYR Not designated

193.0 MXN September 28, 2020 October 30, 2020 USD to Mexican Peso ("MXN") 22.34 MXN Not designated

2,991.8 MXN Various from November 2018 to September 2020 Various from October 2020 to September 2022 USD to MXN 22.38 MXN Cash flow hedge

7.0 GBP September 28, 2020 October 30, 2020 British Pound Sterling ("GBP") to USD 1.29 USD Not Designated

47.8 GBP Various from November 2018 to September 2020 Various from October 2020 to September 2022 GBP to USD 1.28 USD Cash flow hedge

15.0 EUR March 29, 2021 April 30, 2021 Euro ("EUR") to USD 1.18 USD Not designated

320.3 EUR Various from May 2019 to March 2021 Various from April 2021 to March 2023 EUR to USD 1.18 USD Cash flow hedge

667.0 CNY March 29, 2021 April 30, 2021 USD to Chinese Renminbi ("CNY") 6.58 CNY Not designated

781.2 CNY Various from November 2020 to January 2021 Various from April to December 2021 USD to CNY 6.64 CNY Cash flow hedge

917.0 JPY March 29, 2021 April 30, 2021 USD to Japanese Yen ("JPY") 109.68 JPY Not designated

19,433.3 KRW Various from May 2019 to March 2021 Various from April 2021 to February 2023 USD to Korean Won ("KRW") 1,151.96 KRW Cash flow hedge

23.0 MYR March 29, 2021 April 30, 2021 USD to Malaysian Ringgit ("MYR") 4.13 MYR Not designated

449.0 MXN March 29, 2021 April 30, 2021 USD to Mexican Peso ("MXN") 20.81 MXN Not designated

2,998.8 MXN Various from May 2019 to March 2021 Various from April 2021 to March 2023 USD to MXN 22.57 MXN Cash flow hedge

5.5 GBP March 29, 2021 April 30, 2021 British Pound Sterling ("GBP") to USD 1.38 USD Not Designated

51.0 GBP Various from May 2019 to March 2021 Various from April 2021 to March 2023 GBP to USD 1.31 USD Cash flow hedge

_________________________

2 unchanged sentences

Hedges of Commodity Risk

As of September 30, 2020, 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 :

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

Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit

Silver 695,250 troy oz.

October 2020 - August 2022 $ 18.39

April 2021 - February 2023 $ 22.22

Gold 7,160 troy oz.

October 2020 - August 2022 $ 1,623.38

Nickel 157,338 pounds October 2020 - August 2022 $ 6.26

Aluminum 2,027,231 pounds October 2020 - August 2022 $ 0.85

Copper 1,666,157 pounds October 2020 - August 2022 $ 2.66

April 2021 - February 2023 $ 1,784.90

Nickel 153,661 pounds April 2021 - February 2023 $ 7.06

Aluminum 2,115,667 pounds April 2021 - February 2023 $ 0.88

Copper 1,689,875 pounds April 2021 - February 2023 $ 3.06

Platinum 7,289 troy oz.

October 2020 - August 2022 $ 893.48

April 2021 - February 2023 $ 965.83

Palladium 774 troy oz.

October 2020 - August 2022 $ 1,799.61

April 2021 - February 2023 $ 2,086.90

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019:

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

Asset Derivatives Liability Derivatives

Balance Sheet Location September 30, 2020 December 31, 2019 Balance Sheet Location September 30, 2020 December 31, 2019

Balance Sheet Location March 31, 2021 December 31, 2020 Balance Sheet Location March 31, 2021 December 31, 2020

Derivatives designated as hedging instruments

8 unchanged sentences

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 for the three months ended September 30, 2020 and 2019:

Derivatives designated as

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income

2020 2019 2020 2019

Foreign currency forward contracts

$ ( 12,666 ) $ 19,797 Net revenue $ 625 $ 7,615

Foreign currency forward contracts

$ 7,021 $ ( 2,514 ) Cost of revenue $ ( 3,371 ) $ 968

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

Commodity forward contracts $ 6,138 $ 1,786 Other, net

Foreign currency forward contracts $ ( 1,060 ) $ 1,289 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 three months ended March 31, 2021 and 2020:

Derivatives designated as

hedging instruments Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income

2021 2020 2021 2020

4 unchanged sentences

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

hedging instruments Amount of Loss Recognized in Net Income Location of Loss Recognized in Net Income

Commodity forward contracts $ ( 1,153 ) $ ( 5,575 ) Other, net

2 unchanged sentences

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 September 30, 2020, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 17.9 million.

As of September 30, 2020, we had no t posted any cash collateral related to these agreements.

As of March 31, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 9.4 million.

As of March 31, 2021, we had no t 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.

On February 11, 2021, we entered into a securities purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Xirgo Technologies, LLC ("Xirgo"), which is a leading provider of telematics and data insight, headquartered in Camarillo, California.

The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Smart & Connected megatrend initiative.

We expect to integrate Xirgo into our Performance Sensing reportable segment.

The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate purchase price of $ 400.0 million of cash consideration, subject to certain post-closing items.

Due to recent closing of this acquisition, the initial accounting for this

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

Segment Reporting

In the three months ended June 30, 2020, we altered the way we measure segment operating income in order to align with a change to the performance measures provided to and used by our chief operating decision maker for purposes of assessing performance and deciding how to allocate resources to each segment.

Whereas research and development ("R&D") and selling, general and administrative ("SG&A") expenses related to our megatrend initiatives were historically allocated to our operating segments, beginning in the second quarter these amounts are presented within corporate and other.

Whereas research and development ("R&D") and selling, general and administrative ("SG&A") expenses related to our megatrend initiatives were historically allocated to our operating segments, beginning in the second quarter of 2020 these amounts are presented within corporate and other.

Prior period information has been recast to reflect this revised presentation.

We operate in, and report financial information for, the following two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment.

We operate in, and report financial information for, the following two reportable segments:

Performance Sensing and Sensing Solutions.

In the fourth quarter of 2020, we divided the Performance Sensing reportable segment (which was previously also an operating segment) into two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments.

No change was made to the composition of the Sensing Solutions reportable segment, which remains an operating segment.

None of the preceding changes resulted in any impact on the overall composition of our reportable segments and prior periods were not required to be recast for this change.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

3 unchanged sentences

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.

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 Annual Report on Form 10-K for the year ended December 31, 2019.

The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2020 and 2019 (recast to reflect realignment of performance measures as discussed above):

For the three months ended For the nine months ended

September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019

The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2:

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

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

For the three months ended

March 31, 2021 March 31, 2020

Performance Sensing $ 714,512 $ 568,689

15 unchanged sentences

These forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable.

These forward-looking statements also relate to our future prospects, developments, and business strategies and may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," and similar terms or phrases, or the negative of such terminology, including references to assumptions.

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.

2 unchanged sentences

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 set forth here and described in Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2019), 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:

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, (vi) uncertainties associated with a protracted economic slowdown that could negatively affect the financial condition of our customers and suppliers, and (vii) uncertainties and volatility in the global capital markets;

• business disruptions due to natural disasters or other disasters outside our control, such as the global COVID-19 pandemic.

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

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

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

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

• 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;

1 unchanged sentence

• labor disruptions or increased labor costs;

• 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;

• 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 the U.S.

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

• risks related to the potential for goodwill impairment;

5 unchanged sentences

We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

We urge readers to review carefully the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019 and in the other documents that we file with the U.S.

Securities and Exchange Commission.

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 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements