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, 2020~~March 31, 2021



☐			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

☐

~~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~~April 15, ~~2020, 157,212,763~~2021, 158,109,854 ordinary shares were outstanding.

Table of Contents

TABLE OF CONTENTS



PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	3
		Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4
		Condensed Consolidated Statements of Comprehensive Income/(Loss)~~/Income~~ for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	5
		Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2021 and ~~Six Months ended June 30,~~ 2020 ~~and 2019~~	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3032
	Item 4.	Controls and Procedures	3132

PART II
	Item 1.	Legal Proceedings	3133
	Item 1A.	Risk Factors	3233
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 3.	Defaults Upon Senior Securities	33
	Item 6.	Exhibits	3334
		Signatures	3435

Table of Contents

PART I—FINANCIAL INFORMATION


~~Item 1.~~	~~Financial Statements.~~

Item 1.Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)


	June 30, 2020			December 31, 2019				March 31, 2021		December 31, 2020
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	1,242,949		$	774,119		Cash and cash equivalents	$	1,893,926	$	1,861,980
Accounts receivable, net of allowances of $17,655 and $15,129 as of June 30, 2020 and December 31, 2019, respectively	443,712			557,874
Accounts receivable, net of allowances of $18,891 and $19,033 as of March 31, 2021 and December 31, 2020, 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
Inventories	488,807			506,678			Inventories	468,446		451,005
Prepaid expenses and other current assets	103,696			126,981			Prepaid expenses and other current assets	102,592		90,340
Total current assets	2,279,164			1,965,652			Total current assets	3,106,125		2,979,972
Property, plant and equipment, net	815,872			830,998			Property, plant and equipment, net	796,419		803,825
Goodwill	3,093,598			3,093,598			Goodwill	3,124,939		3,111,349
Other intangible assets, net of accumulated amortization of $2,105,318 and $2,039,436 as of June 30, 2020 and December 31, 2019, respectively	706,102			770,904
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							Other intangible assets, net of accumulated amortization of $2,176,498 and $2,145,634 as of March 31, 2021 and December 31, 2020, respectively	676,072		691,549
Deferred income tax assets	29,011			21,150			Deferred income tax assets	80,023		84,785
Other assets	161,138			152,217			Other assets	161,614		172,722
Total assets	$	7,084,885		$	6,834,519		Total assets	$	7,945,192	$	7,844,202
Liabilities and shareholders’ equity							Liabilities and shareholders’ equity
Current liabilities:							Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations	$	407,042		$	6,918		Current portion of long-term debt, finance lease and other financing obligations	$	9,678	$	757,205
Accounts payable	250,219			376,968			Accounts payable	431,084		393,907
Income taxes payable	866			35,234			Income taxes payable	21,498		19,215
Accrued expenses and other current liabilities	268,432			215,626			Accrued expenses and other current liabilities	311,261		324,830
Total current liabilities	926,559			634,746			Total current liabilities	773,521		1,495,157
Deferred income tax liabilities	254,230			251,033			Deferred income tax liabilities	262,673		259,857
Pension and other post-retirement benefit obligations	31,900			36,100			Pension and other post-retirement benefit obligations	43,074		48,002
Finance lease and other financing obligations, less current portion	28,243			28,810			Finance lease and other financing obligations, less current portion	27,605		27,931
Long-term debt, net	3,220,833			3,219,885			Long-term debt, net	3,961,397		3,213,747
Other long-term liabilities	129,715			90,190			Other long-term liabilities	86,279		94,022
Total liabilities	4,591,480			4,260,764			Total liabilities	5,154,549		5,138,716
Commitments and contingencies (Note 12)							Commitments and contingencies (Note 12)	0		0
Shareholders’ equity:							Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 172,844 and 172,561 shares issued, as of June 30, 2020 and December 31, 2019, respectively	2,215			2,212
Treasury shares, at cost, 15,631 and 14,733 shares as of June 30, 2020 and December 31, 2019, respectively	(784,596		)	(749,421		)
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							Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 173,533 and 173,266 shares issued as of March 31, 2021 and December 31, 2020, respectively	2,223		2,220
Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020							Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020	(784,596)		(784,596)
Additional paid-in capital	1,735,826			1,725,091			Additional paid-in capital	1,775,320		1,759,668
Retained earnings	1,579,931			1,616,357			Retained earnings	1,831,241		1,777,729
Accumulated other comprehensive loss	(39,971		)	(20,484		)	Accumulated other comprehensive loss	(33,545)		(49,535)
Total shareholders’ equity	2,493,405			2,573,755			Total shareholders’ equity	2,790,643		2,705,486
Total liabilities and shareholders’ equity	$	7,084,885		$	6,834,519		Total liabilities and shareholders’ equity	$	7,945,192	$	7,844,202

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

Table of Contents

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)


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

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Net revenue $ 576,505
$ 883,726
$ 1,350,774
$ 1,754,225
Operating costs and expenses:
Cost of revenue 412,443
575,235
978,849
1,156,041
Research and development 30,239
36,685
64,692
71,781
Selling, general and administrative 64,730
72,026
141,951
142,575
Amortization of intangible assets 32,743
36,031
65,835
72,174
Restructuring and other charges, net 38,218
16,310
42,716
21,619
Total operating costs and expenses 578,373
736,287
1,294,043
1,464,190
Operating (loss)/income (1,868 ) 147,439
56,731
290,035
Interest expense, net (40,808 ) (39,608 ) (80,211 ) (78,861 )
Other, net 1,576
(3,554 ) (10,705 ) (365 )
(Loss)/income before taxes (41,100 ) 104,277
(34,185 ) 210,809
Provision for/(benefit from) income taxes 1,441
30,841
(75 ) 52,308
Net (loss)/income $ (42,541 ) $ 73,436
$ (34,110 ) $ 158,501
Basic net (loss)/income per share: $ (0.27 ) $ 0.45
$ (0.22 ) $ 0.98
Diluted net (loss)/income per share: $ (0.27 ) $ 0.45
$ (0.22 ) $ 0.97

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

Table of Contents

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income/(Loss)~~/Income~~

(In thousands)

(unaudited)


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

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Net (loss)/income $ (42,541 ) $ 73,436
$ (34,110 ) $ 158,501
Other comprehensive (loss)/income, net of tax:
Cash flow hedges (5,167 ) (4,646 ) (24,501 ) 5,414
Defined benefit and retiree healthcare plans 1,672
83
5,014
166
Other comprehensive (loss)/income (3,495 ) (4,563 ) (19,487 ) 5,580
Comprehensive (loss)/income $ (46,036 ) $ 68,873
$ (53,597 ) $ 164,081

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

Table of Contents

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	For the three months ended
	March 31, 2021		March 31, 2020
Cash flows from operating activities:
Net income	$	53,733	$	8,431
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	31,197		34,679
Amortization of debt issuance costs	1,711		1,631

Share-based compensation	5,099		6,084
Loss on debt financing	30,066		0
Amortization of intangible assets	32,064		33,092
Deferred income taxes	130		(4,100)
Loss on litigation judgment	0		29,200
Unrealized loss on derivative instruments and other	8,797		11,040
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net	(62,198)		21,458
Inventories	(16,857)		(7,596)
Prepaid expenses and other current assets	(4,971)		5,625
Accounts payable and accrued expenses	26,409		(19,962)
Income taxes payable	2,283		(15,844)
Other	(2,952)		(5,194)
Net cash provided by operating activities	104,511		98,544
Cash flows from investing activities:
Acquisitions, net of cash received	(20,406)		0
Additions to property, plant and equipment and capitalized software	(27,172)		(29,547)
Investment in debt and equity securities	(1,799)		(5,217)


Other	340		1,928
Net cash used in investing activities	(49,037)		(32,836)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	10,556		709
Payment of employee restricted stock tax withholdings	(221)		(15)
Proceeds from borrowings on debt	750,000		0

Payments on debt	(752,753)		(2,375)
Payments to repurchase ordinary shares	0		(35,175)
Payments of debt financing costs	(31,110)		0

Net cash used in financing activities	(23,528)		(36,856)
Net change in cash and cash equivalents	31,946		28,852
Cash and cash equivalents, beginning of period	1,861,980		774,119
Cash and cash equivalents, end of period	$	1,893,926	$	802,971

For the six months ended
June 30, 2020 June 30, 2019
Cash flows from operating activities:
Net (loss)/income $ (34,110 ) $ 158,501
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation 65,288
55,182
Amortization of debt issuance costs 3,263
3,718
Share-based compensation 9,590
12,425
Amortization of intangible assets 65,835
72,174
Deferred income taxes 1,500
13,213
Loss on litigation judgment 41,314
—
Unrealized loss on derivative instruments and other 8,035
16,717
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net 114,162
(53,775 )
Inventories 17,871
2,196
Prepaid expenses and other current assets 14,790
(1,645 )
Accounts payable and accrued expenses (99,467 ) (27,157 )
Income taxes payable (34,368 ) (2,241 )
Other (3,431 ) 2,858
Net cash provided by operating activities 170,272
252,166
Cash flows from investing activities:
Acquisitions, net of cash received —
(1,681 )
Additions to property, plant and equipment and capitalized software (56,697 ) (81,549 )
Other (3,798 ) 305
Net cash used in investing activities (60,495 ) (82,925 )
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares 1,146
7,099
Payment of employee restricted stock tax withholdings (2,314 ) (6,778 )
Proceeds from borrowings on Revolving Credit Facility 400,000
—
Payments on debt (4,604 ) (8,248 )
Payments to repurchase ordinary shares (35,175 ) (168,198 )
Payments of debt and equity issuance costs —
(1,876 )
Net cash provided by/(used in) financing activities 359,053
(178,001 )
Net change in cash and cash equivalents 468,830
(8,760 )
Cash and cash equivalents, beginning of period 774,119
729,833
Cash and cash equivalents, end of period $ 1,242,949
$ 721,073

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

Table of Contents

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(unaudited)


	Ordinary Shares			Treasury Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Number	Amount		Number	Amount
Balance as of December 31, 2020	173,266	$	2,220	(15,631)	$	(784,596)	$	1,759,668	$	1,777,729	$	(49,535)	$	2,705,486
Surrender of shares for tax withholding	—	—		(4)	(221)		—		—		—		(221)
Stock options exercised	259	3		—	—		10,553		—		—		10,556
Vesting of restricted securities	12	—		—	—		—		—		—		—

Retirement of ordinary shares	(4)	—		4	221		—		(221)		—		0
Share-based compensation	—	—		—	—		5,099		—		—		5,099
Net income	—	—		—	—		—		53,733		—		53,733
Other comprehensive income	—	—		—	—		—		—		15,990		15,990
Balance as of March 31, 2021	173,533	$	2,223	(15,631)	$	(784,596)	$	1,775,320	$	1,831,241	$	(33,545)	$	2,790,643

Ordinary Shares Treasury Shares
Additional
Paid-In
Capital
Retained Earnings
Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity
Number Amount Number Amount
Balance as of 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	—	—		—	(15)		—		—		—		(15)
Stock options exercised	34	0		—	—		709		—		—		709
Vesting of restricted securities	1	—		—	—		—		—		—		—
Repurchase of ordinary shares	—	—		(898)	(35,175)		—		—		—		(35,175)
Retirement of ordinary shares	—	—		—	15		—		(15)		—		0
Share-based compensation	—	—		—	—		6,084		—		—		6,084
Net income	—	—		—	—		—		8,431		—		8,431
Other comprehensive loss	—	—		—	—		—		—		(15,992)		(15,992)
Balance as of March 31, 2020	172,596	$	2,212	(15,631)	$	(784,596)	$	1,731,884	$	1,624,773	$	(36,476)	$	2,537,797

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

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, 2019 171,987
$ 2,206
(10,607 ) $ (550,166 ) $ 1,702,940
$ 1,425,426
$ (16,035 ) $ 2,564,371
Surrender of shares for tax withholding —
—
(138 ) (6,503 ) —
—
—
(6,503 )
Stock options exercised 64
—
—
—
1,286
—
—
1,286
Vesting of restricted securities 412
5
—
—
—
(5 ) —
—
Repurchase of ordinary shares —
—
(379 ) (17,449 ) —
—
—
(17,449 )
Retirement of ordinary shares (138 ) (2 ) 138
6,503
—
(6,501 ) —
—
Share-based compensation —
—
—
—
6,485
—
—
6,485
Net income —
—
—
—
—
73,436
—
73,436
Other comprehensive loss —
—
—
—
—
—
(4,563 ) (4,563 )
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

Ordinary Shares Treasury Shares
Additional
Paid-In
Capital
Retained Earnings
Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity
Number Amount Number Amount
Balance as of December 31, 2018 171,719
$ 2,203
(7,571 ) $ (399,417 ) $ 1,691,190
$ 1,340,636
$ (26,178 ) $ 2,608,434
Surrender of shares for tax withholding —
—
(144 ) (6,778 ) —
—
—
(6,778 )
Stock options exercised 312
3
—
—
7,096
—
—
7,099
Vesting of restricted securities 438
5
—
—
—
(5 ) —
—
Repurchase of ordinary shares —
—
(3,415 ) (168,198 ) —
—
—
(168,198 )
Retirement of ordinary shares (144 ) (2 ) 144
6,778
—
(6,776 ) —
—
Share-based compensation —
—
—
—
12,425
—
—
12,425
Net income —
—
—
—
—
158,501
—
158,501
Other comprehensive income —
—
—
—
—
—
5,580
5,580
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

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

Table of Contents

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)~~/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 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, ~~2019.~~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 present~~table presents net revenue disaggregated by segment and end market for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

For the three months ended June 30, 2020 For the three months ended June 30, 2019
Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total
Automotive $ 286,499
$ 7,279
$ 293,778
$ 498,296
$ 10,672
$ 508,968
HVOR ⁽¹⁾
98,708
—
98,708
146,220
—
146,220
Industrial —
79,264
79,264
—
95,818
95,818
Appliance and HVAC ⁽²⁾
—
43,689
43,689
—
55,832
55,832
Aerospace —
27,193
27,193
—
44,902
44,902
Other —
33,873
33,873
—
31,986
31,986
Total $ 385,207
$ 191,298
$ 576,505
$ 644,516
$ 239,210
$ 883,726


	For the three months ended March 31, 2021						For the three months ended March 31, 2020
	Performance Sensing		Sensing Solutions		Total		Performance Sensing		Sensing Solutions		Total
Automotive	$	536,713	$	11,500	$	548,213	$	437,703	$	8,236	$	445,939
HVOR (1)	177,799		0		177,799		130,986		0		130,986
Industrial	0		90,475		90,475		0		80,599		80,599
Appliance and HVAC (2)	0		59,916		59,916		0		45,396		45,396
Aerospace	0		32,677		32,677		0		42,124		42,124
Other	0		33,448		33,448		0		29,225		29,225
Total	$	714,512	$	228,016	$	942,528	$	568,689	$	205,580	$	774,269

________________________

⁽¹⁾ Heavy vehicle and off-road

⁽²⁾ Heating, ventilation and air conditioning

For the six months ended June 30, 2020 For the six months ended June 30, 2019
Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total
Automotive $ 724,202
$ 15,515
$ 739,717
$ 990,311
$ 22,100
$ 1,012,411
HVOR 229,694
—
229,694
294,233
—
294,233
Industrial —
159,863
159,863
—
188,459
188,459
Appliance and HVAC —
89,085
89,085
—
107,536
107,536
Aerospace —
69,317
69,317
—
87,881
87,881
Other —
63,098
63,098
—
63,705
63,705
Total $ 953,896

$ 396,878

$ 1,350,774
$ 1,284,544
$ 469,681
$ 1,754,225

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, 2020~~March 31, 2021 and ~~2019.~~2020:


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

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Stock options $ 53
$ 1,964
$ 2,542
$ 3,488
Restricted securities 3,453
4,521
7,048
8,937
Share-based compensation expense $ 3,506
$ 6,485
$ 9,590
$ 12,425

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~~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 six months ended June 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⁾
717
N/A $ 27.92
Various executives and employees
PRSU ⁽³⁾
395
0.0% - 172.5% $ 27.99

~~__________________________~~


⁽¹⁾	~~TheseRSUs 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 June 2023.


⁽³⁾	~~ThesePRSUs vest on various dates between April 2023 and June 2023. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.~~

5. Restructuring and Other Charges, Net

~~During the three months ended~~On June 30, 2020, ~~we analyzed~~in response to the potential long-term impact of the global financial and health crisis caused by the coronavirus ~~pandemic~~ ("COVID-19") pandemic on our business, ~~and, as a result,~~we 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,~~closures. The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the demand levels that we anticipate ~~over~~in the coming quarters. ~~The majority~~We have taken a large portion of the actions contemplated under the Q2 2020 Global Restructure Program, ~~are~~with the majority of the remaining actions expected to be completed on or before June 30, 2021.

~~The~~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 ~~980 positions. Over~~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 ~~restructuring charges of~~ between ~~$35.0~~$6.0 million and ~~$39.0 million related to reductions-in-force and between~~ $8.0 ~~million and $10.0~~ million related to site closures. We expect to settle these charges with cash on hand.

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


		Reductions-in-Force				Site Closures
(Dollars in millions)	Positions	Minimum		Maximum		Minimum		Maximum
Performance Sensing	180	$	10.7	$	11.6	$	3.0	$	4.0
Sensing Solutions	286	8.9		9.6		3.0		4.0
Corporate and other (1)	414	11.4		12.5		0		0
Total	880	$	31.0	$	33.7	$	6.0	$	8.0

Reductions-in-Force Site Closures
(Dollars in millions) Positions Minimum Maximum Minimum Maximum
Performance Sensing 214
$ 12.6
$ 14.0
$ 3.0
$ 4.0
Sensing Solutions 335
10.2
11.3
5.0
6.0
Corporate and other 431
12.2
13.7
—
—
Total 980
$ 35.0
$ 39.0
$ 8.0
$ 10.0
(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.

~~Amounts accrued~~Charges recognized in the three months ended ~~June 30, 2020 related to~~March 31, 2021 resulting from the Q2 2020 Global Restructure Program are ~~detailed~~presented by impacted segment below. ~~All~~Approximately $0.8 million of these charges ~~related~~relate to ~~this program incurred~~site closures in ~~the three months ended June 30, 2020 were related to severance costs and recorded~~Sensing Solutions. However, as noted inNote 17: Segment Reporting, restructuring and other charges, ~~net.~~net are excluded from segment operating income.

Total
Performance Sensing $ 7,609
Sensing Solutions 7,181
Corporate and other 9,330
Restructuring and other charges, net $ 24,120


	For the three months ended March 31, 2021
Performance Sensing	$	296
Sensing Solutions	1,528

Restructuring and other charges	$	1,824

The following table presents the components of restructuring and other charges, net for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020:


	For the three months ended
	March 31, 2021		March 31, 2020
Q2 2020 Global Restructure Program charges	$	1,824	$	0
Other restructuring charges
Severance costs, net (1)	186		3,897
Facility and other exit costs	666		0

Other	1,906		601
Restructuring and other charges, net	$	4,582	$	4,498

(1) Severance costs, net for the three months ended March 31, 2020 were primarily related to termination benefits arising from the shutdown and ~~2019:~~relocation of an operating site in Northern Ireland.

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Q2 2020 Global Restructure Program charges $ 24,120
$ —
$ 24,120
$ —
Other restructuring charges
Severance costs, net ⁽¹⁾
—
14,631
3,897
17,486
Facility and other exit costs —
37
—
37
Other ⁽²⁾
14,098
1,642
14,699
4,096
Restructuring and other charges, net $ 38,218
$ 16,310
$ 42,716
$ 21,619

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⁽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. Severance costs, net for the three and six months ended June 30, 2019 were primarily related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S.

⁽²⁾

Other charges in the three and six months ended June 30, 2020 were primarily related to a $12.1 million pre-judgment interest-related award granted by the court on behalf of the plaintiffs, Wasica Finance GmbH ("Wasica"), in connection with a patent infringement case against Schrader. Refer to Note 12, "Commitments and Contingencies," for additional information related to this matter. Other charges in the three and six months ended June 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC ("~~GIGAVAC").~~

The following table presents a rollforward of the severance portion of our restructuring ~~liabilities during~~obligations for the ~~six~~three months ended ~~June 30, 2020.~~ March 31, 2021.


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

The ~~only charges that were incurred under the Q2 2020 Global Restructure Program related to severance. The components~~severance liability as of ~~our other restructuring liabilities not related to severance were immaterial. All balances at June 30, 2020 are~~March 31, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance ~~sheets.~~sheet.

Q2 2020 Global Restructure Program Other Severance Total
Balance at December 31, 2019 $ —
$ 14,779
$ 14,779
Charges, net of reversals 24,120
3,897
28,017
Payments (2,606 ) (10,802 ) (13,408 )
Foreign currency remeasurement —
(486 ) (486 )
Balance at June 30, 2020 $ 21,514
$ 7,388
$ 28,902

6. Other, Net

The following table presents the components of other, net for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Currency remeasurement (loss)/gain on net monetary assets $ (1,097 ) $ (4,326 ) $ 456
$ (2,461 )
Gain/(loss) on foreign currency forward contracts 417
1,039
(3,364 ) 1,517
Gain/(loss) on commodity forward contracts 5,427
(102 ) (148 ) 1,021
Net periodic benefit cost, excluding service cost (2,516 ) (287 ) (6,897 ) (574 )
Other (655 ) 122
(752 ) 132
Other, net $ 1,576
$ (3,554 ) $ (10,705 ) $ (365 )


	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)		0
Net periodic benefit cost, excluding service cost	(2,410)		(4,381)
Other	(3,333)		(97)
Other, net	$	(39,397)	$	(12,281)

7. Income Taxes

The following table presents the provision for/(benefit from) income taxes for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Provision for/(benefit from) income taxes $ 1,441
$ 30,841
$ (75 ) $ 52,308


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


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

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

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

The provision for/(benefit from) income taxes consists ~~of:~~

of (1) current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and

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

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8. Net ~~(Loss)/~~Income per Share

Basic and diluted net ~~(loss)/~~income per share are calculated by dividing net ~~(loss)/~~income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ the weighted-average ordinary shares outstanding used to calculate basic and diluted net ~~(loss)/~~income per share were as follows:

For the three months ended For the six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Basic weighted-average ordinary shares outstanding 157,186
161,618
157,392
162,433
Dilutive effect of stock options⁽¹⁾
—
568
—
601
Dilutive effect of unvested restricted securities ⁽¹⁾
—
292
—
466
Diluted weighted-average ordinary shares outstanding 157,186
162,478
157,392
163,500

⁽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.

~~Net (loss)/income and net (loss)/income per share are presented in the condensed consolidated statements of operations.~~


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

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti–dilutive effect on net ~~(loss)/~~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 six months ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Anti-dilutive shares excluded 2,959
1,358
2,172
1,185
Contingently issuable shares excluded 1,251
794
923
635


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

9. Inventories

The following table presents the components of inventories as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

June 30, 2020 December 31, 2019
Finished goods $ 190,142
$ 197,531
Work-in-process 91,865
104,007
Raw materials 206,800
205,140
Inventories $ 488,807
$ 506,678


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

10. Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:

U.S. Plans Non-U.S. Plans
Defined Benefit Retiree Healthcare Defined Benefit Total
2020 2019 2020 2019 2020 2019 2020 2019
Service cost $ —
$ —
$ 3
$ 2
$ 939
$ 632
$ 942
$ 634
Interest cost 206
399
36
53
396
338
638
790
Expected return on plan assets (293 ) (451 ) —
—
(172 ) (176 ) (465 ) (627 )
Amortization of net loss 300
245
9
11
359
192
668
448
Amortization of prior service (credit)/cost —
—
(197 ) (327 ) 3
3
(194 ) (324 )
Loss on settlement 310
—
—
—
1,559
—
1,869
—
Net periodic benefit cost/(credit) $ 523
$ 193
$ (149 ) $ (261 ) $ 3,084
$ 989
$ 3,458
$ 921

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

U.S. Plans Non-U.S. Plans
Defined Benefit Retiree Healthcare Defined Benefit Total
2020 2019 2020 2019 2020 2019 2020 2019
Service cost $ —
$ —
$ 5
$ 4
$ 1,708
$ 1,363
$ 1,713
$ 1,367
Interest cost 473
798
73
106
711
676
1,257
1,580
Expected return on plan assets (726 ) (902 ) —
—
(346 ) (351 ) (1,072 ) (1,253 )
Amortization of net loss 595
490
19
22
595
383
1,209
895
Amortization of prior service (credit)/cost —
—
(393 ) (654 ) 5
6
(388 ) (648 )
Loss on settlement 4,332
—
—
—
1,559
—
5,891
—
Net periodic benefit cost/(credit) $ 4,674
$ 386
$ (296 ) $ (522 ) $ 4,232
$ 2,077
$ 8,610
$ 1,941


	U.S. Plans								Non-U.S. Plans
	Defined Benefit				Retiree Healthcare				Defined Benefit				Total
	2021		2020		2021		2020		2021		2020		2021		2020
Service cost	$	0	$	0	$	2	$	2	$	978	$	769	$	980	$	771
Interest cost	120		267		21		37		404		315		545		619
Expected return on plan assets	(226)		(433)		0		0		(178)		(174)		(404)		(607)
Amortization of net loss	401		295		0		10		459		236		860		541
Amortization of prior service (credit)/cost	0		0		(159)		(196)		3		2		(156)		(194)
Loss on settlement	1,565		4,022		0		0		0		0		1,565		4,022

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

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

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11. Debt

Our long-term debt, finance lease, and other financing obligations as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consisted of the following:

Maturity Date June 30, 2020 December 31, 2019
Term Loan September 20, 2026 $ 458,411
$ 460,725
4.875% Senior Notes October 15, 2023 500,000
500,000
5.625% Senior Notes November 1, 2024 400,000
400,000
5.0% Senior Notes October 1, 2025 700,000
700,000
6.25% Senior Notes February 15, 2026 750,000
750,000
4.375% Senior Notes February 15, 2030 450,000
450,000
Revolving Credit Facility March 27, 2024 400,000
—
Less: discount (10,681 ) (11,758 )
Less: deferred financing costs (22,266 ) (24,452 )
Less: current portion (404,631 ) (4,630 )
Long-term debt, net $ 3,220,833
$ 3,219,885

Finance lease and other financing obligations $ 30,654
$ 31,098
Less: current portion (2,411 ) (2,288 )
Finance lease and other financing obligations, less current portion $ 28,243
$ 28,810


	Maturity Date	March 31, 2021		December 31, 2020
Term Loan	September 20, 2026	$	454,938	$	456,096
4.875% Senior Notes	October 15, 2023	500,000		500,000
5.625% Senior Notes	November 1, 2024	400,000		400,000
5.0% Senior Notes	October 1, 2025	700,000		700,000
6.25% Senior Notes	February 15, 2026	0		750,000
4.375% Senior Notes	February 15, 2030	450,000		450,000
3.75% Senior Notes	February 15, 2031	750,000		750,000
4.0% Senior Notes	April 15, 2029	750,000		0
Other		2,605		0

Less: discount		(8,416)		(9,605)
Less: deferred financing costs		(30,495)		(28,114)
Less: current portion		(7,235)		(754,630)
Long-term debt, net		$	3,961,397	$	3,213,747


Finance lease and other financing obligations		$	30,048	$	30,506
Less: current portion		(2,443)		(2,575)
Finance lease and other financing obligations, less current portion		$	27,605	$	27,931

~~To enhance our financial flexibility given the general uncertainty associated with COVID-19,~~Revolving Credit Facility

As of March 31, 2021, we ~~withdrew $400.0~~had $416.1 million ofavailable under our $420.0 million revolving credit facility (the "Revolving Credit Facility") ~~on April 1, 2020. As of June 30, 2020, we had $16.1 million available under the Revolving Credit Facility,~~, net of $3.9 million of obligations ~~related to~~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, 2020,~~March 31, 2021, 0 amounts had been drawn against these outstanding letters of credit.

6.25% Senior Notes redemption

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

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

4.0% Senior Notes

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

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

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

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


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

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

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

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

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

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

Accounting for Debt Financing Transactions

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

In connection with the redemption of the 6.25% Senior Notes, we recorded a loss of $30.1 million, which included $23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs. In connection with the issuance of the 4.0% Senior Notes, we recognized $9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, accrued interest totaled ~~$43.4~~$44.8 million and ~~$42.8~~$53.6 million, respectively.

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12. Commitments and Contingencies

We are ~~a defendant~~regularly involved in a ~~lawsuit,~~ ~~Wasica Finance Gmbh et al v. Schrader International Inc. et al, Case No. 13-1353-CPS, U.S.D.C., Delaware,~~ ~~in which the claimant alleges infringement~~number of ~~their patent (US 5,602,524) in connection with certain of our tire pressure monitoring system products. The patent in question has expired,~~claims and ~~as a result, the claimant seeks damages for past alleged infringement with interest and costs. The asserted patent is the U.S. counterpart of a German patent~~litigation matters that had been previously asserted against Schrader. Schrader succeeded in proving that German patent to be invalid. On February 14, 2020, the federal jury trial related to this lawsuit concluded, and the jury found Schrader International Inc. liable for damagesarise in the ~~amount~~ordinary course of ~~$31.2 million. We recorded a loss~~business. Although it is not feasible to predict the outcome of ~~$29.2 million~~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 ~~three months ended March 31, 2020 in cost~~aggregate, to have a material adverse effect on our results of revenue. On July 6, 2020, the court awarded an additional $12.1 million for plaintiffs and against us for pre-judgment interest-related damages. 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. We continue to deny any wrongdoing in this matter and intend to appeal this ruling along with the court's pre-judgment interest award. As of June 30, 2020, we have recorded an accrual of $43.3 million related to this matter in other long-term liabilities, based on timing of expected payment if our appeal is unsuccessful.operations, financial position, and/or cash flows.

13. Shareholders' Equity

Treasury Shares

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 were as follows:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss
Balance at December 31, 2019 $ 16,546
$ (37,030 ) $ (20,484 )
Other comprehensive (loss)/income before reclassifications, net of tax (13,559 ) —
(13,559 )
Reclassifications from accumulated other comprehensive loss, net of tax (10,942 ) 5,014
(5,928 )
Other comprehensive (loss)/income (24,501 ) 5,014
(19,487 )
Balance at June 30, 2020 $ (7,955 ) $ (32,016 ) $ (39,971 )


	Cash Flow Hedges		Defined Benefit and Retiree Healthcare Plans		Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(6,733)	$	(42,802)	$	(49,535)
Other comprehensive loss before reclassifications, net of tax	11,530		0		11,530
Reclassifications from accumulated other comprehensive loss, net of tax	2,748		1,712		4,460
Other comprehensive income	14,278		1,712		15,990
Balance at March 31, 2021	$	7,545	$	(41,090)	$	(33,545)

The amounts reclassified from accumulated other comprehensive loss for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ 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		For the three months ended March 31,				Affected Line in Condensed Consolidated Statements of Operations
Component	2020			2019			2020			2019				Component	2021		2020
Derivative instruments designated and qualifying as cash flow hedges:														Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	(6,392	)	$	(6,493	)	$	(13,015	)	$	(9,712	)	Net revenue ⁽¹⁾	Foreign currency forward contracts	$	4,407	$	(6,623)		Net revenue (1)
Foreign currency forward contracts	193			(941		)	(1,575		)	(1,069		)	Cost of revenue ⁽¹⁾	Foreign currency forward contracts	(743)		(1,768)			Cost of revenue (1)

Total, before taxes	(6,199		)	(7,434		)	(14,590		)	(10,781		)	(Loss)/income before taxes	Total, before taxes	3,664		(8,391)			Income before taxes
Income tax effect	1,550			1,524			3,648			2,210			Provision for/(benefit from) income taxes	Income tax effect	(916)		2,098			Provision for/(benefit from) income taxes
Total, net of taxes	$	(4,649	)	$	(5,910	)	$	(10,942	)	$	(8,571	)	Net (loss)/income	Total, net of taxes	$	2,748	$	(6,293)		Net income

Defined benefit and retiree healthcare plans	$	2,343		$	124		$	6,712		$	247		Other, net ⁽²⁾	Defined benefit and retiree healthcare plans	$	2,269	$	4,369		Other, net (2)

Income tax effect	(671		)	(41		)	(1,698		)	(81		)	Provision for/(benefit from) income taxes	Income tax effect	(557)		(1,027)			Provision for/(benefit from) income taxes
Total, net of taxes	$	1,672		$	83		$	5,014		$	166		Net (loss)/income	Total, net of taxes	$	1,712	$	3,342		Net income

__________________________


⁽¹⁾ (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). 14 Table of Contents	~~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).~~

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, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.


	June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Assets					Assets
Foreign currency forward contracts	$	10,140	$	23,561	Foreign currency forward contracts	$	17,568	$	16,163
Commodity forward contracts	3,526		3,623		Commodity forward contracts	6,596		8,902
Total	$	13,666	$	27,184	Total	$	24,164	$	25,065

Liabilities					Liabilities
Foreign currency forward contracts	$	17,210	$	1,959	Foreign currency forward contracts	$	7,614	$	24,660
Commodity forward contracts	1,225		462		Commodity forward contracts	1,750		310
Total	$	18,435	$	2,421	Total	$	9,364	$	24,970

Refer to Note ~~15, "~~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, ~~2019~~2020 and determined that they were not impaired. AsDuring 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 June 30, 2020, we have assessed the current and expected market impact of COVID-19, including the impact on our forecasts, and have determined that our intangible assets (including goodwill) were not impaired as of June 30, 2020.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, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.


	June 30, 2020				December 31, 2019					March 31, 2021				December 31, 2020
	Carrying Value ⁽¹⁾		Fair Value		Carrying Value ⁽¹⁾		Fair Value			Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities									Liabilities
Term Loan	$	458,411	$	453,827	$	460,725	$	464,181	Term Loan	$	454,938	$	454,938	$	456,096	$	454,955
4.875% Senior Notes	$	500,000	$	520,000	$	500,000	$	532,500	4.875% Senior Notes	$	500,000	$	533,750	$	500,000	$	538,750
5.625% Senior Notes	$	400,000	$	425,000	$	400,000	$	444,000	5.625% Senior Notes	$	400,000	$	441,000	$	400,000	$	448,000
5.0% Senior Notes	$	700,000	$	745,500	$	700,000	$	759,500	5.0% Senior Notes	$	700,000	$	770,000	$	700,000	$	777,000
6.25% Senior Notes	$	750,000	$	781,875	$	750,000	$	808,125	6.25% Senior Notes	$	0	$	0	$	750,000	$	778,125
4.375% Senior Notes	$	450,000	$	445,500	$	450,000	$	457,875	4.375% Senior Notes	$	450,000	$	469,125	$	450,000	$	487,125
Revolving Credit Facility	$	400,000	$	400,000	$	—	$	—
3.75% Senior Notes									3.75% Senior Notes	$	750,000	$	736,875	$	750,000	$	776,250
4.0% Senior Notes									4.0% Senior Notes	$	750,000	$	761,250	$	0	$	0

⁽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~~Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity ~~Securities.~~ 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 ~~a detail of~~ the carrying values of ~~these~~equity investments ~~each of~~using the measurement alternative, which ~~were included~~are presented as a component of other assets in the condensed consolidated balance sheets.

June 30, 2020 December 31, 2019
Quanergy Systems, Inc. $ 50,000
$ 50,000
Lithium Balance —
3,700
Total $ 50,000
$ 53,700


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

Total	$	65,000	$	65,000

15. Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 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 ~~June 30, 2020,~~March 31, 2021, we estimated that ~~$5.5~~$6.7 million of net ~~losses~~gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending ~~June 30, 2021.~~March 31, 2022.

As of ~~June 30, 2020,~~March 31, 2021, we had the following outstanding foreign currency forward contracts:

Notional
(in millions)

Effective Date(s)

Maturity Date(s)

Index (Exchange Rates)

Weighted-Average Strike Rate

Hedge

Designation (1)

15.0 EUR

March 29, 2021

April 30, 2021

Euro ("EUR") to USD

1.18 USD

Not designated

320.3 EUR

Various from May 2019 to March 2021

Various from April 2021 to March 2023

EUR to USD

1.18 USD

Cash flow hedge

667.0 CNY

March 29, 2021

April 30, 2021

USD to Chinese Renminbi ("CNY")

6.58 CNY

Not designated

781.2 CNY

Various from November 2020 to January 2021

Various from April to December 2021

USD to CNY

6.64 CNY

Cash flow hedge

917.0 JPY

March 29, 2021

April 30, 2021

USD to Japanese Yen ("JPY")

109.68 JPY

Not designated

~~Notional~~

~~(in millions)~~

19,433.3 KRW

~~Effective Date(s)~~

~~Maturity Date(s)~~

~~Index (Exchange Rates)~~

~~Weighted-Average Strike Rate~~

~~Hedge~~

~~Designation~~ ⁽¹⁾

~~10.0 EUR~~

~~June 26, 2020~~

~~July 31, 2020~~

~~Euro ("EUR") to USD~~

~~1.12 USD~~

~~Not designated~~

~~287.2 EUR~~

Various from ~~August 2018~~May 2019 to ~~June 2020~~March 2021

~~Variance from July 2020 to May 2022~~

~~EUR to USD~~

~~1.15 USD~~

~~Cash flow hedge~~

~~423.0 CNY~~

~~June 23, 2020~~

~~July 31, 2020~~

~~USD to Chinese Renminbi ("CNY")~~

~~7.09 CNY~~

~~Not designated~~

~~570.6 CNY~~

Various from ~~December 2019~~April 2021 to ~~January 2020~~February 2023

~~Various from July to December 2020~~

~~USD to CNY~~

~~7.00 CNY~~

~~Cash flow hedge~~

~~272.0 JPY~~

~~June 26, 2020~~

~~July 31, 2020~~

~~USD to Japanese Yen ("JPY")~~

~~107.08 JPY~~

~~Not designated~~

~~19,267.1 KRW~~

~~Various from August 2018 to June 2020~~

~~Various from July 2020 to May 2022~~

USD to Korean Won ("KRW")

~~1,163.13~~1,151.96 KRW

Cash flow hedge

~~11.0~~

23.0 MYR

~~June 25, 2020~~March 29, 2021

~~July~~April 30, ~~2020~~2021

USD to Malaysian Ringgit ("MYR")

~~4.29~~4.13 MYR

Not designated

~~192.0~~

449.0 MXN

~~June 26, 2020~~March 29, 2021

~~July 31, 2020~~April 30, 2021

USD to Mexican Peso ("MXN")

~~23.00~~20.81 MXN

Not designated

~~2,821.1~~2,998.8 MXN

Various from ~~August 2018~~May 2019 to ~~June 2020~~March 2021

Various from ~~July 2020~~April 2021 to ~~May 2022~~March 2023

USD to MXN

~~21.92~~22.57 MXN

Cash flow hedge

~~7.0~~5.5 GBP

~~June 26, 2020~~March 29, 2021

~~July 31, 2020~~April 30, 2021

British Pound Sterling ("GBP") to USD

~~1.24~~1.38 USD

Not Designated

~~49.6~~51.0 GBP

Various from ~~August 2018~~May 2019 to ~~June 2020~~March 2021

Various from ~~July 2020~~April 2021 to ~~May 2022~~March 2023

GBP to USD

~~1.28~~1.31 USD

Cash flow hedge

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⁽¹⁾ (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.	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, 2020,~~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

~~743,321~~695,250 troy oz.