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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________ 
FORM 10-Q
_________________________________________________________________________________ 
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 001-34652
_________________________________________________________________________________ 
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________ 
England and Wales
98-1386780
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
529 Pleasant Street
Attleboro, Massachusetts, 02703, United States
(Address of principal executive offices, including zip code))
+1 (508) 236 3800
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
_____________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share ST New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 15, 2020, 157,309,612 ordinary shares were outstanding.

Table of Contents
TABLE OF CONTENTS
PART I
Item 1.
3
4
5
6
7
8
Item 2.
23
Item 3.
33
Item 4.
33
PART II 
Item 1.
34
Item 1A.
34
Item 2.
35
Item 3.
35
Item 6.
36
37
 
2
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PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(unaudited)
September 30,
2020 		December 31,
2019
Assets
Current assets:
Cash and cash equivalents $ 1,610,191  $ 774,119 
Accounts receivable, net of allowances of $17,151 and $15,129 as of September 30, 2020 and December 31, 2019, respectively
565,184  557,874 
Inventories 438,188  506,678 
Prepaid expenses and other current assets 100,316  126,981 
Total current assets 2,713,879  1,965,652 
Property, plant and equipment, net 807,092  830,998 
Goodwill 3,117,569  3,093,598 
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
715,797  770,904 
Deferred income tax assets 29,714  21,150 
Other assets 175,443  152,217 
Total assets $ 7,559,494  $ 6,834,519 
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, finance lease and other financing obligations $ 7,049  $ 6,918 
Accounts payable 319,424  376,968 
Income taxes payable 11,428  35,234 
Accrued expenses and other current liabilities 288,514  215,626 
Total current liabilities 626,415  634,746 
Deferred income tax liabilities 241,554  251,033 
Pension and other post-retirement benefit obligations 31,090  36,100 
Finance lease and other financing obligations, less current portion 28,360  28,810 
Long-term debt, net 3,963,076  3,219,885 
Other long-term liabilities 94,355  90,190 
Total liabilities 4,984,850  4,260,764 
Commitments and contingencies (Note 12)
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
2,216  2,212 
Treasury shares, at cost, 15,631 and 14,733 shares as of September 30, 2020 and December 31, 2019, respectively
(784,596) (749,421)
Additional paid-in capital 1,741,538  1,725,091 
Retained earnings 1,656,639  1,616,357 
Accumulated other comprehensive loss (41,153) (20,484)
Total shareholders’ equity 2,574,644  2,573,755 
Total liabilities and shareholders’ equity $ 7,559,494  $ 6,834,519 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
  For the three months ended For the nine months ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Net revenue $ 788,313  $ 849,715  $ 2,139,087  $ 2,603,940 
Operating costs and expenses:
Cost of revenue 530,255  554,910  1,509,104  1,710,951 
Research and development 33,423  38,189  98,115  109,970 
Selling, general and administrative 75,747  68,158  217,698  210,733 
Amortization of intangible assets 32,562  35,905  98,397  108,079 
Restructuring and other charges, net (10,519) 6,421  32,197  28,040 
Total operating costs and expenses 661,468  703,583  1,955,511  2,167,773 
Operating income 126,845  146,132  183,576  436,167 
Interest expense, net (44,129) (39,556) (124,340) (118,417)
Other, net 9,194  (7,560) (1,511) (7,925)
Income before taxes 91,910  99,016  57,725  309,825 
Provision for income taxes 15,181  28,341  15,106  80,649 
Net income $ 76,729  $ 70,675  $ 42,619  $ 229,176 
Basic net income per share $ 0.49  $ 0.44  $ 0.27  $ 1.42 
Diluted net income per share $ 0.49  $ 0.44  $ 0.27  $ 1.41 

The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)
 
  For the three months ended For the nine months ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Net income $ 76,729  $ 70,675  $ 42,619  $ 229,176 
Other comprehensive (loss)/income:
Cash flow hedges
(2,197) 6,917  (26,698) 12,331 
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 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
  For the nine months ended
  September 30, 2020 September 30, 2019
Cash flows from operating activities:
Net Income $ 42,619  $ 229,176 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 94,216  84,354 
Amortization of debt issuance costs 5,026  5,573 
Share-based compensation 14,212  15,188 
Loss on debt financing —  4,364 
Amortization of intangible assets 98,397  108,079 
Deferred income taxes (11,600) 20,313 
Unrealized loss on derivative instruments and other 5,876  23,545 
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net (5,205) (12,119)
Inventories 71,207  (7,192)
Prepaid expenses and other current assets 15,689  4,281 
Accounts payable and accrued expenses (10,939) (40,092)
Income taxes payable (23,806) 2,028 
Other (2,354) (3,971)
Net cash provided by operating activities 293,338  433,527 
Cash flows from investing activities:
Acquisitions, net of cash received (64,452) (32,315)
Additions to property, plant and equipment and capitalized software (79,939) (123,206)
Investment in debt and equity securities (24,794) (9,950)
Other 10,717  4,947 
Net cash used in investing activities (158,468) (160,524)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares 2,237  10,309 
Payment of employee restricted stock tax withholdings (2,335) (6,953)
Proceeds from borrowings on debt 1,150,000  450,000 
Payments on debt (406,568) (461,190)
Payments to repurchase ordinary shares (35,175) (265,846)
Payments of debt and equity issuance costs (6,957) (7,770)
Net cash provided by/(used in) financing activities 701,202  (281,450)
Net change in cash and cash equivalents 836,072  (8,447)
Cash and cash equivalents, beginning of period 774,119  729,833 
Cash and cash equivalents, end of period $ 1,610,191  $ 721,386 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
(unaudited) 
  Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
  Number Amount Number Amount
Balance as of June 30, 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, 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) (2,335) —  —  —  (2,335)
Stock options exercised 84  2  —  —  2,235  —  —  2,237 
Vesting of restricted securities 313  3  —  —  —  (3) —  — 
Repurchase of ordinary shares —  —  (898) (35,175) —  —  —  (35,175)
Retirement of ordinary shares (83) (1) 83  2,335  —  (2,334) —  — 
Share-based compensation —  —  —  —  14,212  —  —  14,212 
Net income —  —  —  —  —  42,619  —  42,619 
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 —  —  —  —  —  —  7,000  7,000 
Balance as of September 30, 2019 172,427  $ 2,211  (13,084) $ (665,263) $ 1,716,682  $ 1,562,856  $ (13,598) $ 2,602,888 
  Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
  Number Amount Number Amount
Balance as of December 31, 2018 171,719  $ 2,203  (7,571) $ (399,417) $ 1,691,190  $ 1,340,636  $ (26,178) $ 2,608,434 
Surrender of shares for tax withholding —  —  (148) (6,953) —  —  —  (6,953)
Stock options exercised 405  5  —  —  10,304  —  —  10,309 
Vesting of restricted securities 451  5  —  —  —  (5) —  — 
Repurchase of ordinary shares —  —  (5,513) (265,846) —  —  —  (265,846)
Retirement of ordinary shares (148) (2) 148  6,953  —  (6,951) —  — 
Share-based compensation —  —  —  —  15,188  —  —  15,188 
Net income —  —  —  —  —  229,176  —  229,176 
Other comprehensive income —  —  —  —  —  —  12,580  12,580 
Balance as of September 30, 2019 172,427  $ 2,211  (13,084) $ (665,263) $ 1,716,682  $ 1,562,856  $ (13,598) $ 2,602,888 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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, 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.
All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.
Certain reclassifications have been made to prior periods to conform to current period presentation.
2. New Accounting Standards
There are no recently issued accounting standards that have been adopted in the current period or will be adopted in future periods that have had or are expected to have a material impact on our consolidated financial position or results of operations.
3. Revenue Recognition
The following table presents net revenue disaggregated by segment and end market for the three months ended September 30, 2020 and 2019:
For the three months ended September 30, 2020 For the three months ended September 30, 2019
Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total
Automotive $ 456,200  $ 7,801  $ 464,001  $ 493,675  $ 10,738  $ 504,413 
HVOR (1)
124,736  —  124,736  134,918  —  134,918 
Industrial —  87,174  87,174  —  83,718  83,718 
Appliance and HVAC (2)
—  47,618  47,618  —  49,724  49,724 
Aerospace —  31,740  31,740  —  41,962  41,962 
Other —  33,044  33,044  —  34,980  34,980 
Total $ 580,936  $ 207,377  $ 788,313  $ 628,593  $ 221,122  $ 849,715 
________________________
(1)    Heavy vehicle and off-road
(2)    Heating, ventilation and air conditioning
8

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 
HVOR
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 
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 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
Stock options $ 179  $ 1,499  $ 2,721  $ 4,987 
Restricted securities 4,443  1,264  11,491  10,201 
Share-based compensation expense $ 4,622  $ 2,763  $ 14,212  $ 15,188 
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%
$ 28.22 
__________________________
(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.
5. 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.
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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. 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 214  $ 12.6  $ 13.7  $ 3.0  $ 4.0 
Sensing Solutions 335  10.2  10.9  5.0  6.0 
Corporate and other 431  12.2  13.4  —  — 
Total 980  $ 35.0  $ 38.0  $ 8.0  $ 10.0 
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
Performance Sensing $ 7,609 
Sensing Solutions 7,181 
Corporate and other 9,330 
Restructuring and other charges, net
$ 24,120 
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
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 423  208  423  245 
Other (2)
(11,148) 664  3,551  4,760 
Restructuring and other charges, net $ (10,519) $ 6,421  $ 32,197  $ 28,040 
___________________________________
(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.
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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.
Q2 2020 Global Restructure Program Other Total
Balance at December 31, 2019 $ —  $ 14,779  $ 14,779 
Charges, net of reversals 24,120  4,103  28,223 
Payments (11,601) (12,972) (24,573)
Foreign currency remeasurement 333  (224) 109 
Balance at September 30, 2020 $ 12,852  $ 5,686  $ 18,538 
6. Other, Net
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 
Loss on debt refinancing —  (4,364) —  (4,364)
Net periodic benefit cost, excluding service cost
(1,506) (272) (8,403) (846)
Other 200  32  (552) 164 
Other, net $ 9,194  $ (7,560) $ (1,511) $ (7,925)
7. Income Taxes
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.
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 income taxes consists of:
•current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and
•deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) 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.
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8. Net Income per Share
Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 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
Basic weighted-average ordinary shares outstanding 157,220  160,458  157,335  161,774 
Dilutive effect of stock options 233  530  211  578 
Dilutive effect of unvested restricted securities 526  320  444  417 
Diluted weighted-average ordinary shares outstanding 157,979  161,308  157,990  162,769 
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
Anti-dilutive shares excluded 1,680  1,381  1,868  1,251 
Contingently issuable shares excluded 1,183  767  1,010  679 
9. Inventories
The following table presents the components of inventories as of September 30, 2020 and December 31, 2019:
September 30, 2020 December 31, 2019
Finished goods $ 162,186  $ 197,531 
Work-in-process 90,117  104,007 
Raw materials 185,885  205,140 
Inventories $ 438,188  $ 506,678 
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 September 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 $ —  $ —  $ 2  $ 2  $ 777  $ 715  $ 779  $ 717 
Interest cost 206  394  37  48  294  332  537  774 
Expected return on plan assets
(292) (442) —  —  (177) (175) (469) (617)
Amortization of net loss 311  242  (1) 7  257  191  567  440 
Amortization of prior service (credit)/cost —  —  (196) (327) 2  2  (194) (325)
Loss on settlement 31  —  —  —  785  —  816  — 
Loss on curtailment —  —  249  —  —  —  249  — 
Net periodic benefit cost/(credit) $ 256  $ 194  $ 91  $ (270) $ 1,938  $ 1,065  $ 2,285  $ 989 
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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:
  U.S. Plans Non-U.S. Plans  
  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."
11. Debt
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
Term Loan September 20, 2026 $ 457,254  $ 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 
3.75% Senior Notes
February 15, 2031 750,000  — 
Less: discount (10,143) (11,758)
Less: deferred financing costs (29,404) (24,452)
Less: current portion (4,631) (4,630)
Long-term debt, net
$ 3,963,076  $ 3,219,885 
Finance lease and other financing obligations $ 30,778  $ 31,098 
Less: current portion (2,418) (2,288)
Finance lease and other financing obligations, less current portion $ 28,360  $ 28,810 
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. 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.
13

3.75% 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: incur liens; 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; 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 3.75% 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
2026 101.875  %
2027 100.938  %
2028 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.
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.
14

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.
12. 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.
13. Shareholders' Equity
Treasury Shares
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have an authorized $500.0 million share repurchase program under which approximately $302.3 million remained available as of September 30, 2020. 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:
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 before reclassifications, net of tax (17,815) —  (17,815)
Reclassifications from accumulated other comprehensive loss, net of tax (8,883) 6,029  (2,854)
Other comprehensive (loss)/income (26,698) 6,029  (20,669)
Balance at September 30, 2020 $ (10,152) $ (31,001) $ (41,153)
15

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
Component 2020 2019 2020 2019
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts $ (625) $ (7,615) $ (13,640) $ (17,327)
Net revenue (1)
Foreign currency forward contracts 3,371  (968) 1,796  (2,037)
Cost of revenue (1)
Total, before taxes 2,746  (8,583) (11,844) (19,364) Income before taxes
Income tax effect (687) 1,760  2,961  3,970  Provision for income taxes
Total, net of taxes $ 2,059  $ (6,823) $ (8,883) $ (15,394) Net income
Defined benefit and retiree healthcare plans $ 1,438  $ 115  $ 8,150  $ 362 
Other, net (2)
Income tax effect (423) (32) (2,121) (113) Provision for income taxes
Total, net of taxes $ 1,015  $ 83  $ 6,029  $ 249  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).
14. Fair Value Measures
Measured on a Recurring Basis
The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 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
Assets
Foreign currency forward contracts $ 5,601  $ 23,561 
Commodity forward contracts 7,266  3,623 
Total $ 12,867  $ 27,184 
Liabilities
Foreign currency forward contracts $ 16,919  $ 1,959 
Commodity forward contracts 870  462 
Total $ 17,789  $ 2,421 
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, 2019 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.
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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. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
  September 30, 2020 December 31, 2019
 
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Liabilities
Term Loan $ 457,254  $ 452,681  $ 460,725  $ 464,181 
4.875% Senior Notes
$ 500,000  $ 525,000  $ 500,000  $ 532,500 
5.625% Senior Notes
$ 400,000  $ 429,000  $ 400,000  $ 444,000 
5.0% Senior Notes
$ 700,000  $ 749,000  $ 700,000  $ 759,500 
6.25% Senior Notes
$ 750,000  $ 776,250  $ 750,000  $ 808,125 
4.375% Senior Notes
$ 450,000  $ 469,125  $ 450,000  $ 457,875 
3.75% Senior Notes
$ 750,000  $ 744,375  $ —  $ — 
___________________________________
(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. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values.
Refer to the table below for the carrying values of equity investments using the measurement alternative, which are presented as a component of other assets in the condensed consolidated balance sheets.
September 30, 2020 December 31, 2019
Quanergy Systems, Inc. $ 50,000  $ 50,000 
Other 15,000  3,700 
Total $ 65,000  $ 53,700 
15. Derivative Instruments and Hedging Activities
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.
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As of September 30, 2020, 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)
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
_________________________
(1)    Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes.
Hedges of Commodity Risk
As of 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:
Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit
Silver 672,759 troy oz. October 2020 - August 2022 $18.39
Gold 6,562 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
Platinum 6,660 troy oz. October 2020 - August 2022 $893.48
Palladium 752 troy oz. October 2020 - August 2022 $1,799.61
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Financial Instrument Presentation
The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019:
  Asset Derivatives Liability Derivatives
  Balance Sheet Location September 30, 2020 December 31, 2019 Balance Sheet Location September 30, 2020 December 31, 2019
Derivatives designated as hedging instruments
Foreign currency forward contracts Prepaid expenses and other current assets $ 3,420  $ 20,957  Accrued expenses and other current liabilities $ 13,309  $ 1,055 
Foreign currency forward contracts Other assets 2,171  2,530  Other long-term liabilities 3,567  428 
Total $ 5,591  $ 23,487  $ 16,876  $ 1,483 
Derivatives not designated as hedging instruments
Commodity forward contracts Prepaid expenses and other current assets $ 5,876  $ 3,069  Accrued expenses and other current liabilities $ 451  $ 394 
Commodity forward contracts Other assets 1,390  554  Other long-term liabilities 419  68 
Foreign currency forward contracts Prepaid expenses and other current assets 10  74  Accrued expenses and other current liabilities 43  476 
Total $ 7,276  $ 3,697  $ 913  $ 938 
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
2020 2019
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 for the nine 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
$ (6,076) $ 30,124  Net revenue $ 13,640  $ 17,327 
Foreign currency forward contracts
$ (17,342) $ 3,946  Cost of revenue $ (1,796) $ 2,037 
Derivatives not designated as
hedging instruments 		Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income
2020 2019
Commodity forward contracts $ 5,990  $ 2,807  Other, net
Foreign currency forward contracts $ (4,424) $ 2,806  Other, net
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Credit Risk Related Contingent Features
We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.
As of 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 not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.
16. 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. 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. Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.
An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. Corporate and other costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies" of the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.
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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
Net revenue:
Performance Sensing $ 580,936  $ 628,593  $ 1,534,832  $ 1,913,137 
Sensing Solutions 207,377  221,122  604,255  690,803 
Total net revenue $ 788,313  $ 849,715  $ 2,139,087  $ 2,603,940 
Segment operating income (as defined above):
Performance Sensing $ 151,626  $ 170,240  $ 347,428  $ 498,982 
Sensing Solutions 58,229  71,570  170,545  224,826 
Total segment operating income 209,855  241,810  517,973  723,808 
Corporate and other (60,967) (53,352) (203,803) (151,522)
Amortization of intangible assets (32,562) (35,905) (98,397) (108,079)
Restructuring and other charges, net 10,519  (6,421) (32,197) (28,040)
Operating income 126,845  146,132  183,576  436,167 
Interest expense, net (44,129) (39,556) (124,340) (118,417)
Other, net 9,194  (7,560) (1,511) (7,925)
Income before taxes $ 91,910  $ 99,016  $ 57,725  $ 309,825 
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Cautionary Statements Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q, including any documents incorporated by reference herein, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements also relate to our future prospects, developments, and business strategies and may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.
Forward-looking statements contained herein, or in other statements made by us, are made based on management’s expectations and beliefs concerning future events impacting us. These statements are subject to uncertainties and other important factors relating to our operations and business environment, all of which are difficult to predict, and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
We believe that the following important factors, among others (including those 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:
•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.
•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;
•supplier interruption or non-performance, limiting our access to manufactured components or raw materials;
•risks related to the acquisition or disposition of businesses, or the restructuring of our business;
•labor disruptions or increased labor costs;
•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;
•security breaches, cyber theft of our intellectual property, and other disruptions to our information technology infrastructure, or improper disclosure of confidential, personal, or proprietary data;
•foreign currency risks, changes in 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. government;
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•risks related to the potential for goodwill impairment;
•the impact of challenges by taxing authorities of our historical and future tax positions or our allocation of taxable income among our subsidiaries, unfavorable developments in taxation sentiments in countries where we do business, and challenges to the sovereign taxation regimes of EU member states by the European Commission and the Organization for Economic Co-operation and Development;
•changes to, or inability to comply with, various regulations, including tax laws, import/export regulations, anti-bribery laws, environmental, health, and safety laws, and other governmental regulations; and
•risks related to our domicile in the U.K.
In addition, the extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments, such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. We urge readers to review carefully the risk factors described in our 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. You can read these documents at www.sec.gov or on our website at www.sensata.com.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission on February 11, 2020, and the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview
The COVID-19 pandemic has caused widespread disruptions to our Company, employees, customers, suppliers, and communities since the first quarter of 2020. We recognized the global impact of COVID-19 early, and took a wide range of actions across our organization, designed to benefit the health and safety of employees, while also enabling us to respond to customer needs and enhance our financial flexibility during the pandemic. We are continuing to work with local, state, and federal governmental health agencies in many countries, implementing measures to help protect employees and minimize the spread of COVID-19 in our communities.
In the third quarter of 2020, the global economic rebound from government-instituted lockdowns and quarantines has been dramatic. We continue to deliver strong market "outgrowth," defined as the amount by which revenue performance of our business is favorable to the performance of the markets that the business serves. For the first nine months of 2020, we delivered 840 basis points of outgrowth in our HVOR business and 610 basis points of outgrowth in our automotive business. We continue to monitor all of our end markets and customers to ensure that our resources are balanced against forecasts and prioritized against critical growth opportunities.
During the third quarter of 2020, we closed over $95 million in new business wins, bringing the year-to-date total to $320 million, including $140 million in Electrification wins, ahead of the pace of new business wins in the prior year. We define new business wins as incremental revenue to our current base of business that is expected to be recognized on average in the fifth year after entry into the agreement, when the program reaches its normal volume. We have demonstrated progress against our megatrend initiatives, and intend to continue these efforts to expand our markets and provide strong growth and differentiation for the future. We continue to believe investments in these megatrends, including technology collaborations and partnerships with third parties to expand our technological capabilities, will further our end market diversification, increase our long-term growth rate and provide important competitive advantages as these trends transform our world. In addition, we believe that the overall market environment may provide meaningful opportunities to further strengthen our portfolio through strategically important, value-creating acquisitions.
We have taken multiple steps to enhance our financial flexibility. In the second quarter of 2020, we commenced the Q2 2020 Global Restructure Program. No additional charges related to this program were recognized in the third quarter of 2020.
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However, we continue to realize savings, primarily from actions related to the Q2 2020 Global Restructure Program, but also from ongoing cost reduction activities and spend controls. Such savings represented approximately $7 million in the third quarter of 2020. We expect to realize at least that amount in the fourth quarter. In the third quarter of 2020, we took advantage of historically low interest rates to raise $750.0 million through the issuance and sale of the 3.75% Senior Notes, extending the maturity of our debt profile and lowering our cost of capital. Given improving market conditions and strengthening financial markets, we repaid approximately $400.0 million of outstanding borrowings under the Revolving Credit Facility that we had drawn in April.
Megatrends
Despite the impact of COVID-19, we continue to invest in our megatrend growth initiatives, seeing no evidence that customers are meaningfully slowing their investments in these areas. Our three initiatives of focus are (1) Smart & Connected, (2) Electric Vehicles and Smart Grid Electrification, and (3) Industrial Internet of Things (IIoT)/Digitization of Factories & Warehouses.
Smart & Connected
Our objective with the Smart & Connected initiative, which provides a large market opportunity across heavy vehicle management and medium and light vehicles, is to become the leader in insight and prognostics to fleet operators and owners. In the third quarter of 2020, we signed our first Smart & Connected commercial fleet management agreement with a leading North American fleet manager, under which we will install and operate our Smart & Connected suite of hardware and data services on a full subscription basis, beginning in the fourth quarter of 2020.
Electrification
Our objective with the Electric Vehicles and Smart Grid Electrification (Electrification) initiative, which provides a large market opportunity across high voltage components and advanced grid technologies, is to become the leading and foundational player in mission critical high voltage components and subsystems with high value solutions in advanced smart grid technologies. During the third quarter of 2020, we closed $32 million in Electrification new business wins; bringing the year-to-date total to $140 million, spanning across all geographies and many of the largest automotive original equipment manufacturers ("OEMs").
While the automotive space will be a large beneficiary of the Electrification megatrend, the effects will impact all of our end markets, including heavy vehicles, charging infrastructure, and smart grid applications, in total representing an expected $6.5 billion addressable market for Sensata by 2030. We are expanding our capabilities here, including through third party collaboration, and expect continued material expansion of Electrification within our industrial business.
Industrial Internet of Things
As part of the broader Smart & Connected megatrend, our objective in the Industrial Internet of Things (IIoT)/Digitization of Factories & Warehouses initiative is to become a leader in factory smart sensing and edge intelligence with solutions in machine health and materials tracking. The digitization of factories and warehouses represent fast-growing opportunities that we believe will drive new business wins and market outgrowth for our Industrial business unit. Bringing our sensing solutions to enhance material handling and electrification charging infrastructure represent fast growing opportunities that we believe will drive industrial business content and market outgrowth.
Financial Flexibility
We have taken multiple steps to enhance our financial flexibility. In the second quarter, we implemented various cost reduction activities, including temporary salary reductions and furloughs, resulting in savings in the second quarter of approximately $21.8 million, including the impact of government subsidies. These salary reductions and furloughs did not continue in the third quarter. However, we have continued working to align our long-term operating costs with future expected demand levels, maintaining lower levels of discretionary spending and keeping production in certain facilities at a level necessary to be in line with end market demand. In addition, we reduced our capital expenditures forecast for the year and are carefully managing our working capital. Also in the second quarter, we commenced the Q2 2020 Global Restructure Program, discussed in more detail below.
We believe that we are in a strong financial position today, having generated $293.3 million of operating cash flow in the nine months ended September 30, 2020. Additionally, in the third quarter of 2020, we took advantage of historically low interest rates in issuing $750.0 million aggregate principal amount of 3.75% Senior Notes. Given improving market conditions and strengthening financial markets, we decided to use a portion of the proceeds to repay approximately $400.0 million of outstanding borrowings under the Revolving Credit Facility. In taking these actions, we extended the maturity of our debt profile and lowered our cost of capital.
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Q2 2020 Global Restructure Program
On June 30, 2020, in response to the potential long-term impact of COVID-19 on our business, we commenced the Q2 2020 Global Restructure Program, which consists of actions such as voluntary and involuntary reductions-in-force and certain site closures in order to align our cost structure to the demand levels that we anticipate in the coming quarters. This program is expected to impact approximately 980 positions. The majority of the actions under the Q2 2020 Global Restructure Program are expected to be completed on or before June 30, 2021.
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. We expect to settle these charges with cash on hand.
In the nine months ended September 30, 2020, we accrued $24.1 million of severance charges related to this program (all in the second quarter). As of September 30, 2020, our severance liability related to the Q2 2020 Global Restructure Program was $12.9 million. Refer to Note 5, "Restructuring and Other Charges, Net," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on this restructuring program.
We continue to realize savings in the third quarter related to the Q2 2020 Global Restructure Program, but also from ongoing cost reduction activities and spend controls. Such savings represented approximately $7 million in the third quarter of 2020. We expect to realize at least that amount in the fourth quarter. We expect that the actions taken in the Q2 2020 Global Restructure Program will result in annualized savings of personnel- and facilities-related costs of approximately $49 million by 2021.
Results of Operations
The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019. We have derived the results of operations from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
  For the three months ended For the nine months ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Amount Margin* Amount Margin* Amount Margin* Amount Margin*
Net revenue:
Performance Sensing $ 580.9  73.7  % $ 628.6  74.0  % $ 1,534.8  71.8  % $ 1,913.1  73.5  %
Sensing Solutions 207.4  26.3  221.1  26.0  604.3  28.2  690.8  26.5 
Net revenue 788.3  100.0  849.7  100.0  2,139.1  100.0  2,603.9  100.0 
Operating costs and expenses 661.5  83.9  703.6  82.8  1,955.5  91.4  2,167.8  83.2 
Operating income 126.8  16.1  146.1  17.2  183.6  8.6  436.2  16.8 
Interest expense, net (44.1) (5.6) (39.6) (4.7) (124.3) (5.8) (118.4) (4.5)
Other, net 9.2  1.2  (7.6) (0.9) (1.5) (0.1) (7.9) (0.3)
Income before taxes 91.9  11.7  99.0  11.7  57.7  2.7  309.8  11.9 
Provision for income taxes 15.2  1.9  28.3  3.3  15.1  0.7  80.6  3.1 
Net income $ 76.7  9.7  % $ 70.7  8.3  % $ 42.6  2.0  % $ 229.2  8.8  %
__________________________
*     Represents the amount presented divided by total net revenue.
Net Revenue - Overall
For the three and nine months ended September 30, 2020, net revenue declined compared to the prior year largely due to end-market contraction caused by COVID-19.
The following table presents a reconciliation of organic revenue decline, a non-GAAP financial measure, to reported net revenue decline, a financial measure determined in accordance with U.S. GAAP, for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019. Refer to the section entitled Non-GAAP Financial Measures below for further information on our use of organic revenue growth or decline.
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Three months ended September 30, 2020 Nine months ended September 30, 2020
Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total
Reported net revenue decline (7.6) % (6.2) % (7.2) % (19.8) % (12.5) % (17.9) %
Percent impact of:
Foreign currency remeasurement (1)
0.3  % 0.2  % 0.3  % (0.5) % (0.3) % (0.5) %
Organic revenue decline (7.9) % (6.4) % (7.5) % (19.3) % (12.2) % (17.4) %
__________________________
(1)    Represents the percentage change in net revenue between the comparative periods attributed to differences in exchange rates used to remeasure foreign currency denominated revenue transactions into USD, which is the functional currency of the Company and each of its subsidiaries. The percentage amounts presented above related primarily to the USD to CNY and the EUR to USD exchange rates.
Net Revenue - Performance Sensing
For the three months ended September 30, 2020, Performance Sensing net revenue declined 7.6%, or 7.9% on an organic basis, driven primarily by impacts from COVID-19. OEM customers ramped production within their facilities through the quarter in an effort to replace production lost during the prior quarter shut-downs. For the nine months ended September 30, 2020, Performance Sensing net revenue declined 19.8%, or 19.3% on an organic basis.
Automotive
For the three months ended September 30, 2020, automotive net revenue declined 7.6% compared to the prior year. Excluding growth of 0.3% attributed to foreign currency exchange rate differences between the two periods, automotive net revenue in the three months ended September 30, 2020 declined 7.9% on an organic basis. During the first half of the year we attributed a portion of automotive revenue growth to supply chain inventory building. During the third quarter, we saw global channel inventory at our customers contract. The combination of this inventory contraction along with lower end market production created a total market decline of 10.8% in the third quarter, representing outgrowth in our automotive business of 290 basis points. This outgrowth continues to be led by emissions, electrification, and safety-related launches.
For the nine months ended September 30, 2020, automotive net revenue declined 20.5% compared to the prior year. Excluding a decline of 0.5% attributed to foreign exchange rate differences between the two periods, automotive net revenue in the nine months ended September 30, 2020 declined 20.0% on an organic basis, representing outgrowth of 610 basis points.
HVOR
For the three months ended September 30, 2020, HVOR net revenue declined 7.5% compared to the corresponding period in the prior year. Excluding growth of 0.3% attributed to foreign exchange rate differences between the two periods, HVOR net revenue in the three months ended September 30, 2020 declined 7.8% on an organic basis, representing outgrowth of 860 basis points compared to a market that was down 16.4%.
Our China on-road truck business continued to post better than expected growth, as a result of the ongoing adoption of NS6 emissions regulations. While our China business grew in the third quarter, we experienced substantial declines in both Europe and the Americas, as production levels in these geographies declined year over year.
For the nine months ended September 30, 2020, HVOR net revenue declined 17.4% compared to the prior year. Excluding a decline of 0.5% attributed to foreign exchange rate differences between the two periods, HVOR net revenue in the nine months ended September 30, 2020, declined 16.9% on an organic basis, representing outgrowth of 840 basis points compared to a market that was down 25.3%.
Net Revenue - Sensing Solutions
For the three months ended September 30, 2020, Sensing Solutions net revenue decreased 6.2%, or 6.4% on an organic basis, primarily driven by the impacts of COVID-19. For the nine months ended September 30, 2020, Sensing Solutions net revenue decreased 12.5%, or 12.2% on an organic basis.
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Industrial and Other
For the three months ended September 30, 2020, industrial and other net revenue declined 2.0% compared to the prior year. Excluding growth of 0.2% attributed to foreign exchange rate differences between the two periods, industrial and other net revenue in the three months ended September 30, 2020 decreased 2.2% on an organic basis. This decrease was driven by continued weak global industrial end markets, partially offset by growth in factory automation and medical equipment, which includes sensors to ventilator manufacturers.
For the nine months ended September 30, 2020, industrial and other net revenue decreased 10.3% compared to the prior year. Excluding a decline of 0.4% attributed to foreign exchange rate differences between the two periods, industrial and other net revenue in the nine months ended September 30, 2020 decreased 9.9% on an organic basis.
Aerospace
For the three months ended September 30, 2020, aerospace net revenue declined 24.4% compared to the prior year on a reported and organic basis, which was negatively impacted by reduced OEM production and lower air traffic, partially offset by new product launches, primarily in the defense market.
For the nine months ended September 30, 2020, aerospace net revenue decreased 22.2% compared to the prior year on a reported and organic basis.
Operating costs and expenses
Operating costs and expenses for the three and nine months ended September 30, 2020 and 2019 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
  For the three months ended For the nine months ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Amount Margin* Amount Margin* Amount Margin* Amount Margin*
Operating costs and expenses:
Cost of revenue $ 530.3  67.3  % $ 554.9  65.3  % $ 1,509.1  70.5  % $ 1,711.0  65.7  %
Research and development 33.4  4.2  38.2  4.5  98.1  4.6  110.0  4.2 
Selling, general and administrative 75.7  9.6  68.2  8.0  217.7  10.2  210.7  8.1 
Amortization of intangible assets 32.6  4.1  35.9  4.2  98.4  4.6  108.1  4.2 
Restructuring and other charges, net (10.5) (1.3) 6.4  0.8  32.2  1.5  28.0  1.1 
Total operating costs and expenses $ 661.5  83.9  % $ 703.6  82.8  % $ 1,955.5  91.4  % $ 2,167.8  83.2  %
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*     Represents the amount presented divided by total net revenue.
Cost of revenue
For the three months ended September 30, 2020, cost of revenue as a percentage of net revenue increased from the prior period primarily as a result of (1) productivity headwinds and (2) higher compensation to retain and incentivize critical employee talent, partially offset by (1) the impact of ongoing savings resulting from cost reduction activities taken in fiscal years 2019 and 2020 and (2) the favorable effect of changes in foreign currency exchange rates.
For the nine months ended September 30, 2020, cost of revenue as a percentage of net revenue increased from the prior period primarily as a result of (1) productivity headwinds from our manufacturing facilities running at lower than normal capacity and (2) a $29.2 million loss related to a judgment against us in intellectual property litigation with Wasica in the first quarter of 2020 (settled in the third quarter 2020), partially offset by (1) savings from temporary cost reductions in the second quarter (including salary reductions and furloughs), (2) the impact of ongoing savings resulting from cost reduction activities taken in fiscal years 2019 and 2020, and (3) the favorable effect of changes in foreign currency exchange rates. Refer to Note 12, "Commitments and Contingencies," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information regarding the litigation with Wasica.
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We expect that the actions taken in the Q2 2020 Global Restructure Program will result in improvements of our cost of revenue as a percentage of revenue in future quarters. Refer to Q2 2020 Global Restructure Program section earlier in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for a more detailed discussion of this program.
Research and development ("R&D") expense
For each of the three and nine months ended September 30, 2020, R&D expense decreased from the comparable periods of the prior year primarily as a result of (1) the impact of ongoing savings resulting from cost reduction activities taken in fiscal years 2019 and 2020 and (2) the favorable effect of changes in foreign currency exchange rates, somewhat offset by increased investments in our megatrend initiatives. R&D expense for the nine months ended September 30, 2020 was also reduced as a result of savings from temporary salary and furlough actions taken in the second quarter of 2020. Refer to Megatrends section earlier in this MD&A for detailed discussion of certain of our megatrends initiatives.
Selling, general and administrative ("SG&A") expense
For the three months ended September 30, 2020, SG&A expense increased from the prior year primarily as a result of (1) higher compensation to retain and incentivize critical employee talent and (2) increased costs related to enhancements and improvements to our global operating processes to increase productivity, partially offset by the impact of ongoing savings resulting from cost reduction activities taken in fiscal years 2019 and 2020.
For the nine months ended September 30, 2020, SG&A expense increased from the prior period primarily as a result of (1) increased costs related to enhancements and improvements to our global operating processes to increase productivity, (2) higher compensation to retain and incentivize critical employee talent, and (3) incremental SG&A related to acquired businesses, partially offset by (1) savings resulting from temporary salary reductions and furloughs in the second quarter of 2020 and (2) the impact of ongoing savings resulting from cost reduction activities taken in fiscal years 2019 and 2020, and (3) the favorable effect of changes in foreign currency exchange rates.
Amortization of intangible assets
For the three and nine months ended September 30, 2020, amortization expense decreased from the corresponding prior periods primarily due to the effect of the economic benefit method.
Restructuring and other charges, net
Refer to Note 5, "Restructuring and Other Charges, Net," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for more detailed information on these charges.
Restructuring and other charges, net for the three months ended September 30, 2020 amounted to a net gain of $10.5 million, compared to a net charge of $6.4 million in the comparable period of the prior year. The net gain resulted primarily from the release of $11.7 million excess accrual related to the third quarter settlement of a patent infringement case brought against Schrader by Wasica. Refer to Note 12, "Commitments and Contingencies," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information. Restructuring and other charges, net for the three months ended September 30, 2019 primarily related to $6.5 million of termination benefits provided under a one-time benefit arrangement in connection with the shutdown and relocation of an operating site in Germany.
Restructuring and other charges, net for the nine months ended September 30, 2020 increased $4.2 million from the comparable period of the prior year. Restructuring and other charges, net for the nine months ended September 30, 2020 primarily related to second quarter charges incurred under the Q2 2020 Global Restructure Program. Refer to Q2 2020 Global Restructure Program section earlier in this MD&A, and Note 5, "Restructuring and Other Charges, Net," of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, for detailed discussion of this program. Restructuring and other charges, net for the nine months ended September 30, 2019 included benefits provided under a voluntary retirement incentive program in the U.S. and termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany.
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Operating income
In the three months ended September 30, 2020, operating income decreased $19.3 million, or 13.2%, to $126.8 million (16.1% of net revenue) compared to $146.1 million (17.2% of net revenue) in the three months ended September 30, 2019. The decrease was primarily due to (1) productivity headwinds from our manufacturing facilities operating at lower capacity, (2) lower revenue largely due to end-market contraction caused by COVID-19, (3) higher compensation costs to retain and incentivize critical employee talent, and (4) increased costs to optimize global operating processes, partially offset by (1) the release of $11.7 million excess liability upon our third quarter settlement with Wasica, (2) cost savings, primarily related to actions taken under the Q2 2020 Global Restructure Program, (3) the non-recurrence of certain restructuring charges from the third quarter of 2019, (4) lower R&D expense (net of higher megatrend spend), (5) lower amortization expense due to the impacts of the economic benefit method, and (6) the favorable effect of changes in foreign currency exchange rates.
In the nine months ended September 30, 2020, operating income decreased $252.6 million or 57.9%, to $183.6 million (8.6% of net revenue) compared to $436.2 million (16.8% of net revenue) in the nine months ended September 30, 2019. This decrease was primarily due to (1) lower revenues, (2) productivity headwinds from our manufacturing facilities running at lower than normal capacity, particularly in the second quarter, (3) the settlement of the patent infringement litigation brought against Schrader by Wasica, (4) the $24.1 million charge recognized in the second quarter of 2020 related to the Q2 2020 Global Restructure Program, (5) higher compensation costs to retain and incentivize critical employee talent, and (6) increased costs to optimize global operating processes. These impacts were partially offset by (1) savings of approximately $21.8 million realized in the second quarter of 2020 resulting from temporary salary reductions, furloughs, and government subsidies, (2) the non-recurrence of restructuring charges from 2019, including $12.7 million of charges related to benefits provided under a voluntary retirement incentive program, (3) lower intangible amortization expense due to the impacts of the economic benefit method, (4) the favorable effect of changes in foreign currency exchange rates, (5) cost savings, primarily related to actions taken under the Q2 2020 Global Restructure Program, and (6) lower R&D expense (net of higher megatrend spend).
We expect that the actions taken in the Q2 2020 Global Restructure Program will result in savings that will be favorable to operating income in future quarters. Refer to Q2 2020 Global Restructure Program section earlier in this MD&A for detailed discussion of this program.
Other, net
Other, net primarily includes currency remeasurement gains and losses on net monetary assets, gains and losses on foreign currency and commodity forward contracts not designated as hedging instruments, losses related to debt refinancing, and the portion of our net periodic benefit cost excluding service cost. Refer to Note 6, "Other, Net," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for more detailed information on amounts included in other, net. Refer to Note 15, "Derivative Instruments and Hedging Activities," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on amounts related to derivative instruments.
In the three months ended September 30, 2020, other represented a net gain of $9.2 million, a favorable change of $16.8 million compared to a net loss of $7.6 million in the three months ended September 30, 2019. This change was driven primarily by (1) the favorable impact of changes in foreign currencies, (2) the non-recurrence of a $4.4 million loss on debt financing from the third quarter of 2019, and (3) fair value adjustments related to our commodity forward contracts, which are not designated as hedges.
In the nine months ended September 30, 2020, other represented a net loss of $1.5 million, a favorable change of $6.4 million compared to a net loss of $7.9 million in the nine months ended September 30, 2019. This change was driven primarily by (1) the favorable impact of changes in foreign currencies, (2) the non-recurrence of a $4.4 million loss on debt financing from the third quarter of 2019, and (3) fair value adjustments related to our commodity forward contracts, which are not designated as hedges. These favorable changes were partially offset by higher net periodic benefit costs, excluding service cost, due mainly to increased pension settlement losses associated with restructuring actions.
Provision for income taxes
For the three and nine months ended September 30, 2020, the decrease in total tax from the prior periods was predominantly related to the overall decrease in income before tax 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 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 nine months ended September 30, 2020, as we were able to utilize additional interest expense that was previously subject to a valuation allowance.
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The provision for income taxes consists of:
•current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and
•deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) 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.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q includes references to organic revenue growth (or decline), which is a non-GAAP financial measure. Organic revenue growth (or decline) is defined as the reported percentage change in net revenue, calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures for the 12-month period following the respective transaction date(s). Refer to the Net revenue section above for a reconciliation of organic revenue decline to reported revenue decline.
We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior-year period.
Organic revenue growth (or decline) should be considered as supplemental in nature and is not intended to be considered in isolation or as a substitute for reported percentage change in net revenue calculated in accordance with U.S. GAAP. In addition, our measure of organic revenue growth (or decline) may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.
Liquidity and Capital Resources
As of September 30, 2020 and December 31, 2019, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
(In millions) September 30, 2020 December 31, 2019
United Kingdom $ 19.9  $ 8.8 
United States 13.1  7.0 
The Netherlands 1,312.9  522.9 
China 140.6  119.3 
Other 123.7  116.1 
Total $ 1,610.2  $ 774.1 
The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner.
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Cash Flows:
The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2020 and 2019. We have derived the summarized statements of cash flows from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
  For the nine months ended
(In millions) September 30, 2020 September 30, 2019
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items
$ 248.7  $ 490.6 
Changes in operating assets and liabilities, net 44.6  (57.1)
Operating activities 293.3  433.5 
Investing activities (158.5) (160.5)
Financing activities 701.2  (281.5)
Net change $ 836.1  $ (8.4)
Operating activities. Net cash provided by operating activities declined from the nine months ended September 30, 2019 primarily due to lower operating profitability, partially offset by improved management of working capital. Savings related to our cost-reduction activities in the second quarter were approximately $21.8 million, resulting from temporary salary reductions and furloughs. These savings are included in operating profitability.
Investing activities. Net cash used in investing activities in the nine months ended September 30, 2019 was primarily impacted by a reduction in capital expenditures as a result of COVID-19, partially offset by an increase in cash used for acquisitions and cash paid for investment in equity securities. In fiscal year 2020, we anticipate capital expenditures of approximately $110.0 million to $120.0 million, which we expect to be funded from cash on hand.
Financing activities. Net cash provided by financing activities for the nine months ended September 30, 2020 included $400.0 million of cash proceeds from the drawdown on the Revolving Credit Facility on April 1, 2020 and $750.0 million of cash proceeds from the issuance and sale of of the 3.75% Senior Notes on August 17, 2020. A portion of the proceeds from the issuance and sale of of the 3.75% Senior Notes was used to repay our borrowings on the Revolving Credit Facility. Additionally, payments to repurchase ordinary shares decreased from $265.8 million for the nine months ended September 30, 2019 to $35.2 million for the nine months ended September 30, 2020 due to the temporary suspension of our share repurchase program, announced on April 2, 2020. The share repurchase program will continue to remain on hold until market conditions show greater improvement and stability.
Indebtedness and Liquidity:
As of September 30, 2020, we had $4,038.0 million in gross indebtedness, which included finance lease and other financing obligations and excluded debt discounts and deferred financing costs. We will evaluate early redemption of the 6.25% senior notes due 2026, after they first become eligible for optional redemption at a fixed redemption price in February 2021. This evaluation will depend on market and financial conditions at the time. Refer to Note 11, "Debt," of our condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information on the components of our debt, including the issue and sale of $750.0 million of the 3.75% Senior Notes on August 17, 2020.
Capital Resources
The credit agreement governing our secured credit facility (as amended, the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a term loan facility (the "Term Loan"), the Revolving Credit Facility, and incremental availability (the "Accordion") under which additional secured credit facilities could be issued under certain circumstances.
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Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. In order to enhance our financial flexibility given the general uncertainty associated with COVID-19, we withdrew $400.0 million from the Revolving Credit Facility on April 1, 2020. On August 17, 2020, we used a portion of the proceeds from the issuance and sale of $750.0 million of the 3.75% Senior Notes to repay the balance outstanding on the Revolving Credit Facility. 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. 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.
Availability under the Accordion varies each period based on our attainment of certain financial metrics as set forth in the terms of the Credit Agreement and the indentures under which our senior notes were issued (the "Senior Notes Indentures"). As of September 30, 2020, availability under the Accordion was approximately $0.6 billion.
We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement and Senior Notes Indentures, that the sources of liquidity described above will be sufficient to fund our operations, capital expenditures, ordinary share repurchases (if and when resumed), and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly-leveraged nature may limit our ability to procure additional financing in the future. On April 2, 2020, we announced a temporary suspension of our share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.
The Credit Agreement provides that, if our senior secured net leverage ratio exceeds a specified level, we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the nine months ended September 30, 2020.
The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," included in our Annual Report on Form 10-K for the year ended December 31, 2019.
These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs, and will be evaluated periodically with respect to future potential funding of those programs. As of September 30, 2020, we believe we were in compliance with all covenants and default provisions under our credit arrangements.
Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of October 23, 2020, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook and Standard & Poor’s corporate credit rating for STBV was BB+ with a negative outlook. The Standard & Poor's outlook represents a decline from their outlook of "stable" as of December 31, 2019. The change in outlook reflects the uncertainties in the markets caused by COVID-19.
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. During the nine months ended September 30, 2020, we repurchased approximately 0.9 million ordinary shares under our share repurchase program for a total purchase price of approximately $35.2 million, which are now held as treasury shares. 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.
Recently Issued Accounting Pronouncements
There are no recently issued accounting standards that have been adopted in the current period or will be adopted in future periods that have had or are expected to have a material impact on our consolidated financial position or results of operations.
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Critical Accounting Policies and Estimates
For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" included in our Annual Report on Form 10-K for the year ended December 31, 2019.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
No significant changes to our market risk have occurred since December 31, 2019. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in our Annual Report on Form 10-K for the year ended December 31, 2019.
Item 4.Controls and Procedures.
The required certifications of our Chief Executive Officer and Chief Financial Officer are included as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in these certifications. These certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.
Evaluation of Disclosure Controls and Procedures
With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2020. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.
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PART II—OTHER INFORMATION
Item 1.Legal Proceedings.
We are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims related to allegations of property damage allegedly caused by our products, but some involve allegations of personal injury or wrongful death. A portion of our litigation matters relate to alleged patent infringement issues. From time to time, we are also involved in disagreements with vendors and customers. Information on certain legal proceedings in which we are involved is included in Note 12, "Commitments and Contingencies" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial position, or cash flows.
Item 1A.Risk Factors.
Information regarding risk factors appears in Part I, Item 1A—"Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2019. The information presented below updates and should be read in connection with the risk factors and information previously disclosed therein.
We are subject to various risks related to public health crises, including the global coronavirus (COVID-19) pandemic, which could have material and adverse impacts on our business, financial condition, liquidity and results of operations.
Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse impact on our business, financial condition, liquidity and results of operations. For example, the COVID-19 pandemic has caused widespread disruptions to our Company in the first nine months of 2020. During the first quarter of 2020, these disruptions were primarily limited to our manufacturing operations in China, portions of which were closed during the end of January and first half of February due to government mandates. As the virus spread to the rest of the world beginning in March, most of our other operations outside of China also were impacted. These impacts have continued to varying degrees throughout the second and third quarters, as regions have had varying levels of success mitigating the impacts of the virus, resulting in varying degrees of reopening. As of September 30, 2020, we were still experiencing significant disruptions, which include, depending on the specific location, full or partial shutdowns of our facilities as mandated by government decree, government actions limiting our ability to adjust certain costs, significant travel restrictions, “work-from-home” orders, limited availability of our workforce, supplier constraints, supply-chain interruptions, logistics challenges and limitations, and reduced demand from certain customers.
In addition, in these challenging and dynamic circumstances, we are working to protect our employees, maintain business continuity and sustain our operations, including ensuring the safety and protection of our people who work in our plants and distribution centers across the world, many of whom support the manufacturing and delivery of products deemed part of the critical infrastructure or essential businesses by the applicable local or country governments. The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.
In addition, the COVID-19 pandemic increases the likelihood and potential severity of other risks previously discussed in Part I, Item 1A—"Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2019. These include, but are not limited to, the following:
•A protracted economic downturn could negatively affect the financial condition of the industries and customers we serve, which may result in an increase in bankruptcies or insolvencies, a delay in payments, and decreased sales.
•A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased nationalism, protectionism and political tensions which may cause governments and/or other entities to take actions that may have a significant negative impact on the ability of the Company, its suppliers and its customers to conduct business.
•The impact of the COVID-19 pandemic may cause us to restructure our business or divest some of our businesses or product lines in the future, which may have a material adverse effect on our results of operations, financial condition, and cash flows.
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•To mitigate the spread of COVID-19, we have transitioned a significant subset of our employee population to a remote work environment, which may exacerbate various cybersecurity risks to our business, including an increased demand for information technology resources, an increased risk of phishing and other cybersecurity attacks, and an increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information.
•The COVID-19 pandemic has disrupted the supply of raw materials, and we may experience increased difficulties in obtaining a consistent supply of materials at stable pricing levels.
•If the financial performance of our businesses were to decline significantly as a result of the COVID-19 pandemic, we could incur a material non-cash charge to our income statement for the impairment of goodwill and other intangible assets.
•The continued global spread of COVID-19 has led to disruption and volatility in the global capital markets, which may increase the cost of, and adversely impacted access to, capital. In addition, as a public limited company incorporated under the laws of England and Wales, we may have even less flexibility with respect to certain aspects of capital management.
•If the financial performance of our businesses were to decline significantly for an extended period of time as a result of the COVID-19 pandemic, we may face challenges to comply with the covenants contained in our credit arrangements.
As of the date of this Quarterly Report on Form 10-Q, given the speed with which the COVID-19 pandemic is evolving and the uncertainty of its duration and impact, we are not able to predict the impact of the COVID-19 pandemic on our business, financial condition, liquidity and financial results, and there can be no assurance that the COVID-19 pandemic will not have a material adverse effect on our financial results during any quarter or year in which we are affected.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
Period Total 
Number
of Shares
Purchased (in shares) 		Weighted-Average 
Price
Paid per Share 		Total Number of
Shares Purchased as Part of Publicly
Announced Plan or Programs 		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs
(in millions)
July 1 through July 31, 2020 —  $ —  —  $ 302.3 
August 1 through August 31, 2020 —  $ —  —  $ 302.3 
September 1 through September 30, 2020 498 
(1)
$ 42.15  —  $ 302.3 
Quarter total 498  $ 42.15  —  $ 302.3 
__________________________
(1)     The number of ordinary shares presented were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan.
Item 3.Defaults Upon Senior Securities.
None.
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Item 6.Exhibits.
Exhibit No. Description
4.1
10.1
10.2
10.3
10.4
10.5
31.1
31.2
32.1
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document. *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
___________________________
*    Filed herewith
†    Indicates management contract or compensatory plan, contract, or arrangement

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 27, 2020
SENSATA TECHNOLOGIES HOLDING PLC
/s/ Jeffrey Cote
(Jeffrey Cote)
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Paul Vasington
(Paul Vasington)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 10.2
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby executed by and between Sensata Technologies, Inc., a Delaware corporation (the “Company”), and Juan Picon (“Executive”), to be effective as of August 16, 2020 (the “Effective Date”).
WHEREAS, the Company and Executive desire to enter into an employment agreement in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, continued employment of Executive by the Company and other good and valuable consideration, the receipt and sufficiency of which are expressly hereby acknowledged, the parties hereto agree as follows:
1.Employment. The Company shall employ Executive, and Executive hereby agrees to continue employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4 hereof (the “Employment Period”). Subject to applicable law, the parties agree that for purposes of calculating years of service under any benefit plans or programs, Executive’s employment with the Company commenced as of August 3, 2020 unless expressly provided otherwise under the terms of any employee benefit plans or programs.
2.Position and Duties.
(a)During the Employment Period, Executive shall serve as Senior Vice President, Performance Sensing Automotive and Aftermarket of the Company and shall have the duties, responsibilities, functions and authority that are normally associated with the position of Senior Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct.
(b)Executive shall report to the Chief Executive Officer and President, or to such other person or persons as may be designated from time to time by the Chief Executive Officer or the Board. Executive shall devote his full business time and attention (except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. As long as Executive is
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employed by the Company, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business.
(c)For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or through one or more Subsidiaries.
(d)For purposes of this Agreement, “Affiliate” shall mean with respect to Parent and its Subsidiaries, any other Person controlling, controlled by or under common control with Parent or any of its Subsidiaries and, in the case of a Person that is a partnership, any partner of the Person.
(e)For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
3.Compensation and Benefits.
(a)During the Employment Period, Executive’s base salary shall be equal to the amount determined by the Board or the Compensation Committee of the Board on an annual basis (as adjusted from time to time, the “Base Salary”), which Base Salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executive employees of Parent and its Subsidiaries are generally eligible (assuming Executive and/or his family meet the eligibility requirements of those benefit programs) (the “Senior Executive Benefits”).
(b)During the Employment Period, Executive shall be reimbursed by the Company for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement, which business expenses are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses. Reimbursement of the costs and expenses set forth in this Section 3(b) are subject to the Company’s requirements with respect to reporting and documentation of such costs and expenses.
(c)In addition to the Base Salary, Executive shall be eligible to earn an annual bonus (“Annual Bonus”) in an amount as determined by the Board or the Compensation Committee of the Board equal to a certain percentage of the Base Salary then in effect, with such other terms and based upon Executive’s individual performance and/or the achievement by Parent and its Subsidiaries of financial and other objectives, in each case as established for each fiscal year by the Board or the Compensation Committee of the Board. Executive will become
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entitled to receive an Annual Bonus, if any, only if Executive continues to be employed by Parent or any of its Subsidiaries through April 1st of the fiscal year following the fiscal year to which such Annual Bonus relates and such Annual Bonus, if any, will be paid to Executive by the Company on or before April 15th of the fiscal year following the fiscal year to which such Annual Bonus relates. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum Annual Bonus opportunity established for such year.
(d)The Company shall pay Executive a sign-on bonus in the amount of $100,000 (“Sign-On Bonus”), which shall be paid to Executive within thirty (30) days following the Effective Date.
(e)The Company will provide Executive with furnished living accommodations in the Attleboro, Massachusetts area for a maximum period of 12-months. I addition, the Company shall reimburse Executive for his relocation expenses in accordance with the Company’s relocation benefit program and policies (“Relocation Expenses”).
(f)Executive agrees in the event his employment with the Company terminates either voluntarily (other than for Good Reason) or for Cause during the first two years following the Effective Date, he will reimburse the Company 100% of the Sign-On Bonus and Relocation Expenses within sixty (60) days following Executive’s final day of employment. In the event Executive’s employment is terminated by the Company for a reason other than for Cause, Executive’s obligations to reimburse the Sign-On Bonus and Relocation Expenses shall lapse.
4.Term.
(a)The Employment Period shall end on the first anniversary of the Effective Date, but shall automatically be renewed on the same terms and conditions set forth herein (as may be modified from time to time in accordance with the terms of this Agreement) for additional one-year periods beginning on the first anniversary of the Effective Date and on each successive anniversary of the Effective Date, unless the Company or Executive gives the other party written notice of the election not to renew the Employment Period at least 90 days prior to any such renewal date; provided that, the Employment Period shall terminate immediately upon Executive’s resignation (with or without Good Reason, as defined below), death or Disability (as defined below) or upon the Company’s termination of Executive’s employment (whether with Cause (as defined below) or without Cause).
(b)If the Employment Period is terminated (1) by the Company without Cause (other than as a result of Executive’s Disability) or (2) upon Executive’s resignation with Good Reason, Executive shall be entitled to: (i) his Base Salary through the date of termination; (ii) any Annual Bonus amounts to which Executive is entitled for years that ended on or prior to the date of termination in accordance with the terms set forth in Section 3(c) (including the requirement that Executive remain employed by the Parent or its Subsidiaries through April 1 of the fiscal year following the fiscal year to which such Annual Bonus relates); (iii) an amount equal to one year of Executive’s then current Base Salary plus an amount equal to the average of
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the Annual Bonuses paid to Executive for the two completed fiscal years immediately preceding the date of the termination of Executive’s employment; and (iv) running concurrently with (and counting toward) his COBRA period, continued participation throughout the Severance Period (as defined below) in all health and dental benefit plans in which Executive was entitled to participate immediately prior to the termination of Executive’s employment (or the Company shall arrange to make available to Executive benefits substantially similar to those which Executive would otherwise have been entitled to receive over such period if Executive’s employment had not been terminated) on the same terms and conditions (including the amount of employee contributions toward premium payments but not guaranteeing any particular tax result to Executive of such continued benefits) under which Executive was entitled to participate immediately prior to his termination. Any stock options, RSUs or other equity awards granted to Executive shall be subject to the terms and conditions of the applicable Management Equity Plans and such awards. The amounts and benefits described in clauses (iii) and (iv) of this Section 4(b) will be paid if and only if Executive has executed and delivered to the Company a separation agreement with a general release to be provided by the Company in connection with Executive’s termination, and such release has become effective and no longer subject to revocation not later than sixty (60) days following the date of termination (the “General Release”) and only if Executive does not breach the provisions of Sections 5 through 7 hereof. The amounts payable pursuant to clause (iii) of this Section 4(b) shall be payable in regular installments over the twelve (12)-month period following the date of termination (the “Severance Period”) in accordance with the Company’s general payroll practices as in effect on the date of termination, but in no event less frequently than monthly; provided that no amounts shall be paid until the first scheduled payment date following the date the General Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination through such payment date if such deferral had not been required. The amounts and benefits described in clauses (i) and (ii) of this Section 4(b) shall be paid to Executive in a lump sum in cash within thirty (30) days of the applicable date of termination.
(c)If the Employment Period is terminated (1) by the Company with Cause, (2) due to Executive’s death or Disability or (3) by Executive’s resignation without Good Reason, Executive shall be entitled to receive (i) his Base Salary through the date of termination and (ii) any Annual Bonus amounts to which Executive is entitled determined by reference to years that ended on or prior to the date of termination in accordance with the terms set forth in Section 3(c) (including the requirement that Executive remain employed by the Parent or its Subsidiaries through April 1 of the fiscal year following the fiscal year to which such Annual Bonus relates). The amounts and benefits described in clauses (i) and (ii) of this Section 4(c) shall be paid to Executive or, in the event of death, Executive’s estate or beneficiaries, in a lump sum in cash within thirty (30) days of the applicable date of termination.
(d)Except as otherwise expressly provided herein, Executive shall not be entitled to any other salary, bonuses, employee benefits or compensation from the Company or its Subsidiaries after the termination of the Employment Period and all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period (other than vested retirement
4


benefits accrued on or prior to the termination of the Employment Period in accordance with the terms of the applicable retirement plan or other amounts owing hereunder as of the date of such termination that have not yet been paid) shall cease upon such termination, other than those expressly required under applicable law (such as COBRA) or as provided under an applicable Management Equity Plan.
(e)Executive is under no obligation to mitigate damages or the amount of any payment provided for hereunder by seeking other employment or otherwise, and the Company shall have no right of offset for any amounts received by Executive from other employment; provided that, notwithstanding anything to the contrary herein, Executive’s coverage under the Company’s health and dental benefit plans will terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering health and dental benefits. Executive shall notify the Company within thirty (30) days after becoming eligible for any such benefits.
(f)Subject to applicable law, the Company may offset any amounts Executive owes Parent and its Subsidiaries against any amounts Parent and its Subsidiaries owe Executive hereunder.
(g)For purposes of this Agreement, “Cause” shall mean, with respect to Executive, one or more of the following: (1) the indictment for a felony or other crime involving moral turpitude or the commission of any other act or any omission to act involving fraud with respect to Parent or any of its Subsidiaries or any of their customers or suppliers; (2) any act or any omission to act involving dishonesty or disloyalty that causes, or in the good faith judgment of the Board would be reasonably likely to cause, material harm (including reputational harm) to Parent or any of its Subsidiaries or any of their customers or suppliers; (3) any (i) repeated abuse of alcohol or (ii) abuse of controlled substances, in either case, that adversely affects Executive’s work performance (and, in the case of clause (i), continues to occur at any time more than thirty (30) days after Executive has been given written notice thereof) or brings Parent or its Subsidiaries into public disgrace or disrepute; (4) the failure by Executive to substantially perform duties as reasonably directed by the Board, which non-performance remains uncured for ten (10) days after written notice thereof is given to Executive; (5) willful misconduct with respect to Parent or any of its Subsidiaries, which misconducts causes, or in the good faith judgment of the Board would be reasonably likely to cause, material harm (including reputational harm) to Parent or any of its Subsidiaries; (6) the failure of Executive to cooperate in any audit or investigation of the business or financial practices of the Parent or any of its Subsidiaries; or (7) any breach by Executive of Sections 5 through 7 of this Agreement or any other material breach of this Agreement or the Management Equity Plans (as defined below).
(h)Executive will be “Disabled” only if, as a result of his incapacity due to physical or mental illness, Executive is considered disabled under the Company’s long-term disability insurance plans.
(i)For purposes of this Agreement, “Good Reason” shall mean if Executive resigns from employment with the Company and, if applicable, its Subsidiaries prior to the end of the Employment Period as a result of one or more of the following reasons: (1) any reduction
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in Executive’s Base Salary or Annual Bonus opportunity, without Executive’s prior consent, in either case other than any reduction which (i) is generally applicable to senior leadership team executives of the Company and (ii) does not exceed 15% of Executive’s Base Salary and Annual Bonus opportunity in the aggregate; (2) any material breach by Parent or any of its Subsidiaries of any agreement between such Persons and Executive; or (3) a change in Executive’s principal office without Executive’s prior consent to a location that is more than fifty (50) miles from Executive’s principal office on the date hereof; provided that, in order for Executive’s resignation with Good Reason to be effective hereunder, Executive must provide written notice to the Company of the event constituting Good Reason within thirty (30) days of the initial occurrence of such event, the Company shall have thirty (30) days after delivery of such written notice to cure such event to Executive’s reasonable satisfaction, and Executive’s resignation with Good Reason must be effective within thirty (30) days following the end of the Company’s cure period.
(j)For purposes of this Agreement, “Management Equity Plans” shall mean the First Amended and Restated 2010 Equity Incentive Plan of Parent, including any amendments thereto, together with any other incentive equity plan of Parent or any of its Subsidiaries under which Executive may have in the past received, or may in the future receive any equity or equity-based award, along with any Award Agreements (as defined therein) and any attachments thereto, as amended from time to time.
5.Confidential Information.
(a)Executive acknowledges that the continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance with Parent and its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during his employment, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s course of performance, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and thereafter he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent,
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unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act; or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control.
(b)During the Employment Period, Executive shall not use or disclose any confidential information, including trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive shall use in the performance of his duties only information that is (1) generally known and used by persons with training and experience comparable to Executive’s and that is (i) common knowledge in the industry or (ii) is otherwise legally in the public domain; (2) otherwise provided or developed by Parent or its Subsidiaries or Affiliates; or (3) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately.
(c)Executive represents and warrants to the Parent and its Subsidiaries that Executive took nothing with him that belonged to any former employer when Executive left his position(s) with such employer(s) that Executive was not authorized to take and that Executive has nothing that contains any confidential information that belongs to any former employer. If at any time Executive discovers that this representation is incorrect, Executive shall promptly return any such materials to Executive’s former employer(s). Parent and its Subsidiaries do not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder.
(d)Executive understands that Parent and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of Parent or its Subsidiaries and Affiliates who need to know such information in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with his work for Parent or its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.
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(e)Under the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made to Executive’s attorney in relation to a lawsuit for retaliation against the Company for reporting a suspected violation of law; or (3) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement prevents Executive from providing, without prior notice to the Company or its Affiliates, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
6.Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. At the Company’s expense, Executive shall perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
7.Non-Compete; Non-Solicitation.
(a)In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in,
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consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “Competing Business” shall mean any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations in this Section, specifically the salary increase and the potential to receive severance set forth in Section 4(b) above. The restrictions in this Section do not become effective until the 11th business day after this Agreement is executed by Executive.
(b)During the Non-compete Period, Executive shall not directly or indirectly through another person or entity (1) induce or attempt to induce any employee of Parent or any Subsidiary to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any Subsidiary and any employee thereof; (2) knowingly hire any person who was an employee of Parent or any Subsidiary at any time during the twelve (12) months prior to the termination of Executive’s employment; or (3) induce or encourage, or attempt to induce, encourage or solicit, any customer, supplier, licensee, licensor or other business relation of Parent or any Subsidiary to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and Parent or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding Parent or its Subsidiaries); provided that, in each case, this Section 7(b) shall only apply if Executive shall have done business with, or had direct or indirect supervisory or other responsibility for, the employee, customer, supplier, licensee, licensor, or business relation to which the applicable clause of this Section 7(b) applies.
(c)If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d)Executive acknowledges that any breach or threatened breach of the provisions of this Section 7 would cause Parent and its Subsidiaries irreparable harm. Accordingly, in addition to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of an alleged breach or violation
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by Executive of this Section 7, the Non-compete Period shall be tolled until such breach or violation has been duly cured.
8.Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity; and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.
9.Recoupment Policy. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company's recoupment policy (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the shares of the Company’s common stock may be traded) (the “Claw-back Policy”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Claw-back Policy from and after the effective date thereof.
10.Survival. Sections 4 through 24 (other than Section 22) shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.
11.Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:
Notices to Executive:
Executive’s last residence shown on the records of the Company.

Notices to the Company:
Sensata Technologies, Inc.
529 Pleasant Street
Attleboro, MA 02703
Attention: General Counsel

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or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.
12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
13.Complete Agreement. This Agreement, those documents expressly referred to herein, and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
14.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
15.Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
16.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company other than to Parent or any of its Subsidiaries. This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise will not otherwise be assignable, transferable or delegable by Executive. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as otherwise expressly provided in this Section 16.
17.Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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18.Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board or the Compensation Committee of the Board as appropriate) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period with Cause or, except as otherwise stated herein, Executive’s right to terminate the Employment Agreement with Good Reason) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.
19.Insurance. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.
20.Tax Matters; Code Section 409A.
(a)The Company and its respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in Parent (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together (if such failure to withhold was at the written direction of Executive) with any interest, penalties and related expenses thereto. The Company does not guarantee any particular tax result to Executive with respect to any payments or benefits provided hereunder.
(b)The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company, or Parent or any of their Subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee”
12


within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (1) the first business day following the expiration of the six-month period measured from the date of such “separation from service” of Executive, and (2) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 19(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(d)To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (1) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (2) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
(e)For purposes of Code Section 409A, Executive’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
(f)Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.
21.Waiver of Jury Trial. As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.
22.Corporate Opportunity. During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive, or of which Executive becomes aware, at any time during the Employment Period, which opportunities relate to the business of designing, manufacturing, marketing, or selling products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates (“Corporate Opportunities”). During the Employment Period, unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.
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23.Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent and its Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Parent or any Subsidiary (including, without limitation, Executive being available to Parent and its Subsidiaries upon reasonable notice for interviews and factual investigations, appearing at Parent’s or any Subsidiary’s request to give truthful and accurate testimony without requiring service of a subpoena or other legal process, volunteering to Parent and its Subsidiaries all pertinent information and turning over to Parent and its Subsidiaries all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event Parent or any Subsidiary requires Executive’s cooperation in accordance with this Section 23, Parent shall pay Executive a per diem reasonably determined by the Board or the Compensation Committee and reimburse Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).
24.Nondisparagement. Executive agrees not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements, or remarks concerning Parent or its Affiliates, or any of their respective past and present directors, officers or employees. Parent and its Affiliates agree not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements or remarks concerning Executive or his employment with the Company or any of its Subsidiaries.
25.Acknowledgement. Executive acknowledges that he had the opportunity to consult with counsel regarding this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.
SENSATA TECHNOLOGIES, INC.
/s/ Jeff Cote
Jeff Cote
Chief Executive Officer & President
EXECUTIVE
/s/ Juan Picon
Juan Picon
Senior Vice President, Performance Sensing Automotive & Aftermarket
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Exhibit 10.3
AWARD AGREEMENT
SENSATA TECHNOLOGIES HOLDING PLC (the “Company”)
RESTRICTED STOCK UNITS
Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)
Issue to:
%%FIRST_NAME%-% %%LAST_NAME%-% (“Participant”)
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to receive one Ordinary Share, par value €0.01 per Ordinary Share.
The Units are “Other-Stock-Based Awards” as such term is defined in the Company's 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Units are subject to all of the terms and conditions set forth below and in the Plan in effect from time to time. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.
Unit Terms and Conditions
1.Plan Incorporated by Reference. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
2.Restricted Stock Unit. Each Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
3.Vesting of Units; Issuance of Ordinary Shares. Subject to Section 4 below, the Units shall vest in three equal installments on the first, second and third anniversary of the Grant Date as follows (each a “Vesting Date”).
Vesting Dates

Cumulative Percentage of Units Vested
First Vesting Date: ________, 2021
Second Vesting Date: ________, 2022
Third Vesting Date: ________, 2023
1/3 or 33.3%
1/3 or 33.3%
1/3 or 33.4%
4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.
a.General. Unless otherwise provided in this Section 4, any unvested Units shall be forfeited immediately upon the date that Participant terminates his or her Service or otherwise ceases to be a Participant Eligible to Vest (“Termination Date”). Unless otherwise expressly provided in this Award Agreement or determined by the Committee or its designee, Participant’s right to vest in the Units under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.


b.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing Service, any unvested Units shall immediately vest in full. The then vested portion of the Units shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested Units under Participant’s will or the laws of descent or distribution.
c.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates Service due to Disability, any unvested Units shall immediately vest in full.
d.Participant’s Retirement. If the Participant’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Participant be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate; provided, however, the Committee may waive the six-month notice period or allow an earlier retirement date with the consent of the Participant. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who has attained at least 55 years of age and who has a combined age and years of credited employment service with the Company and/or all Affiliates of 65 years. Notwithstanding the foregoing, the definition of a Covered Retirement shall not include any retirement of Service that occurs prior to the First Vesting Date.
e.Qualifying Termination. Upon a Qualifying Termination, unvested Units that otherwise would have vested within six months of the Participant’s Termination Date shall vest in full on the Participant’s Termination Date. Qualifying Termination shall mean, with respect to the Participant, an involuntary termination of employment with the Company or its Affiliates other than a termination by reason of death, Disability, Covered Retirement, Change in Control, or for Cause.
f.Change in Control. In the event of a Change in Control, the Units will convert to Units of the acquiring entity or continuing entity, as applicable, and vest in accordance with the schedule set forth above; provided, however, that the Units
(i) Will automatically accelerate and vest in full if within the 24-month period following the Change in Control, the Participant is terminated by the Company or continuing entity or any of its Affiliates without Cause;
(ii) Will automatically accelerate and vest in full at the Change in Control if this Award Agreement is not assumed or replaced by the acquirer/continuing entity.

5.Award and Units Not Transferable. This Award and the Units are not transferable by the Participant.
6.No Security Participant Rights. Participant shall have no rights as a security Participant with respect to the Ordinary Shares issuable upon vesting thereof until the earlier of the date on which such Ordinary Shares are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Ordinary Shares.
7.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.
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8.Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.
With respect to a Retirement Eligible Individual, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provision of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any RSUs vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vest Date. Participant authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Affiliates by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method. The Company shall delay the issuance of any Ordinary Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Participant’s separation from service (or shorter period ending on the date of the Participant’s death following such separation).
9.Securities and Other Laws. It shall be a condition to the Participant’s right to receive the Ordinary Shares hereunder that the Company may, in its discretion, require (a) that the Ordinary Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Ordinary Shares may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Ordinary Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Ordinary Shares to the Participant shall be exempt from registration under that Act and the Participant shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Ordinary Shares by the Company shall have been taken by the Company or the Participant, or both.
10.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Affiliates or interfere in any way with the right of the Company or its Affiliates to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.
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11.Data Protection. If Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of personal data under applicable local law, the following shall apply:
Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.
For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, Participant acknowledges that the Company will separately provide information on the collection, processing and transfer of personal data.
12.Language. Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.
This Award Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Award Agreement.
*    *    *    *
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Award Agreement effective as of the date first above written.
SENSATA TECHNOLOGIES HOLDING PLC
By:
__________________________
Name:     Jeff Cote
Title:    CEO & President

Accepted and Agreed:
____________________________
%%FIRST_NAME%-% %%LAST_NAME%-%
4


Exhibit 10.4
AWARD AGREEMENT
SENSATA TECHNOLOGIES HOLDING PLC (the “Company”)
RESTRICTED STOCK UNITS
Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)
Issue to:
%%FIRST_NAME%-% %%LAST_NAME%-% (“Participant”)
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to receive one Ordinary Share, par value €0.01 per Ordinary Share.
The Units are “Other-Stock-Based Awards” as such term is defined in the Company’s 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Units are subject to all of the terms and conditions set forth below and in the Plan in effect from time to time. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.
Unit Terms and Conditions
1.Plan Incorporated by Reference. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
2.Restricted Stock Unit. Each Unit represents the right to receive one Ordinary Share, subject to the fulfillment of the vesting conditions.
3.Vesting of Units; Issuance of Ordinary Shares. Subject to Section 4 below, the Units shall vest in three equal installments on the first, second and third anniversary of the Grant Date as follows (each a “Vesting Date”).
Vesting Dates

Cumulative Percentage of Units Vested
First Vesting Date: ________, 2021
Second Vesting Date: ________, 2022
Third Vesting Date: ________, 2023
1/3 or 33.3%
1/3 or 33.3%
1/3 or 33.4%
4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.
a.General. Unless otherwise provided in this Section 4, any unvested Units shall be forfeited immediately upon the date that Participant terminates his or her Service or otherwise ceases to be a Participant Eligible to Vest (“Termination Date”). Unless otherwise expressly provided in this Award Agreement or determined by the Committee or its designee, Participant’s right to vest in the Unit under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.


b.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing Service, all unvested Units shall immediately vest in full. The vested portion of the Units shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested Units under Participant’s will or the laws of descent or distribution.
c.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates Service due to Disability, all unvested Units shall vest in full.
d.Participant’s Retirement. If the Participant’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Participant be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of an employee of the Company or an Affiliate who retires with the agreement of the Company and such employee has provided not less than six months prior notice of his or her intent to retire from the Company or an Affiliate; provided, however, the Committee may waive the six-month notice period or allow an earlier retirement date with the consent of the Participant. Notwithstanding the foregoing, the definition of a Covered Retirement shall not include any retirement of Service that occurs prior to the First Vesting Date.
e.Qualifying Termination. Upon a Qualifying Termination, unvested Units that otherwise would have vested within six months of the Participant’s Termination Date shall vest in full on the Participant’s Termination Date. Qualifying Termination shall mean, with respect to the Participant, an involuntary termination of employment with the Company or its Affiliates other than a termination by reason of death, Disability, Covered Retirement, Change in Control, or for Cause.
f.Change in Control. In the event of a Change in Control, the Units will convert to Units of the acquiring entity or continuing entity, as applicable, and vest in accordance with the schedule set forth above; provided, however, that the Units
(i) Will automatically accelerate and vest in full if within the 24-month period following the Change in Control, the Participant is terminated by the Company or continuing entity or any of its Affiliates without Cause;
(ii) Will automatically accelerate and vest in full at the Change in Control if this Award Agreement is not assumed or replaced by the acquirer/continuing entity.

5.Award and Units Not Transferable. This Award and the Units are not transferable by the Participant.
6.No Security Participant Rights. Participant shall have no rights as a security Participant with respect to the Ordinary Shares issuable upon vesting thereof until the earlier of the date on which such Ordinary Shares are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Ordinary Shares.
7.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.
8.Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such withholding tax requirements. Participant further acknowledges that the
2


ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.
With respect to a Participant whose status as an employee of the Company terminates by reason of Covered Retirement, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provision of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any RSUs vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vest Date. Participant authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Affiliates by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method. The Company shall delay the issuance of any Ordinary Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Participant’s separation from service (or shorter period ending on the date of the Participant’s death following such separation).
9.Securities and Other Laws. It shall be a condition to the Participant’s right to receive the Ordinary Shares hereunder that the Company may, in its discretion, require (a) that the Ordinary Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Ordinary Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Ordinary Shares to the Participant shall be exempt from registration under that Act and the Participant shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Ordinary Shares by the Company shall have been taken by the Company or the Participant, or both.
10.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Affiliates or interfere in any way with the right of the Company or its Affiliates to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.
11.Data Protection. If Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of personal data under applicable local law, the following shall apply:
3


Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.
For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, Participant acknowledges that the Company will separately provide information on the collection, processing and transfer of personal data.
12.Language. Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.
This Award Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Award Agreement.
*    *    *    *
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Award Agreement effective as of the date first above written.
SENSATA TECHNOLOGIES HOLDING PLC
By:

__________________________
Name:     Jeff Cote
Title:    CEO & President

Accepted and Agreed:
____________________________
%%FIRST_NAME%-% %%LAST_NAME%-%
4


Exhibit 10.5
AWARD AGREEMENT
SENSATA TECHNOLOGIES HOLDING PLC (the “Company”)
RESTRICTED STOCK UNITS
Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)
Issue to:
%%FIRST_NAME%-% %%LAST_NAME%-% (“Participant”)
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to receive one Ordinary Share, par value €0.01 per Ordinary Share.
The Units are “Other-Stock-Based Awards” as such term is defined in the Company's 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Units are subject to all of the terms and conditions set forth below and in the Plan in effect from time to time. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.
Unit Terms and Conditions
1.Plan Incorporated by Reference. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. This Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
2.Restricted Stock Unit. Each Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
3.Vesting of Units; Issuance of Common Stock. Subject to Section 4 below, the Units shall vest in three equal installments on the first, second and third anniversary of the Grant Date as follows (each a “Vesting Date”).
Vesting Dates

Cumulative Percentage of Units Vested
First Vesting Date: ________, 2021
Second Vesting Date: ________, 2022
Third Vesting Date: ________, 2023
1/3 or 33.3%
1/3 or 33.3%
1/3 or 33.4%
4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.
a.General. Unless otherwise provided in this Section 4, any unvested Units shall be forfeited immediately upon the date that Participant terminates his or her Service or otherwise ceases to be a Participant Eligible to Vest (“Termination Date”). Unless otherwise expressly provided in this Award Agreement or determined by the Committee or its designee, Participant’s right to vest in the Units under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.


b.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing Service, the Units shall immediately vest in full. The vested portion of the Units shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested Units under Participant’s will or the laws of descent or distribution.
c.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates Service due to Disability, the Units shall vest in full.
d.Participant’s Retirement. If the Participant’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Participant be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate; provided, however, the Committee may waive the six-month notice period or allow an earlier retirement date with the consent of the Participant. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who has attained at least 55 years of age and who has a combined age and years of credited employment service with the Company and/or all Affiliates of 65 years. Notwithstanding the foregoing, the definition of a Covered Retirement shall not include any retirement of Service that occurs prior to the First Vesting Date.
e.Qualifying Termination. Upon a Qualifying Termination, unvested Units that otherwise would have vested within six months of the Participant’s Termination Date shall vest in full on the Participant’s Termination Date. Qualifying Termination shall mean, with respect to the Participant, an involuntary termination of employment with the Company or its Affiliates other than a termination by reason of death, Disability, Covered Retirement, Change in Control, or for Cause.
f.Change in Control. In the event of a Change in Control, the Units will convert to Units of the acquiring entity or continuing entity, as applicable, and vest in accordance with the schedule set forth above; provided, however, that the Units
(i) Will automatically accelerate and vest in full if within the 24-month period following the Change in Control, the Participant is terminated by the Company or continuing entity or any of its Affiliates without Cause;
(ii) Will automatically accelerate and vest in full at the Change in Control if this Award Agreement is not assumed or replaced by the acquirer/continuing entity.

5.Award and Units Not Transferable. This Award and the Units are not transferable by the Participant.
6.No Security Participant Rights. Participant shall have no rights as a security Participant with respect to the Ordinary Shares issuable upon vesting thereof until the earlier of the date on which such Ordinary Shares are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Ordinary Shares.
7.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.
8.Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and
2


foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.
With respect to a Retirement Eligible Individual, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provision of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any RSUs vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vest Date. Participant authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Affiliates by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method. The Company shall delay the issuance of any Ordinary Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Participant’s separation from service (or shorter period ending on the date of the Participant’s death following such separation).
9.Securities and Other Laws. It shall be a condition to the Participant’s right to receive the Ordinary Shares hereunder that the Company may, in its discretion, require (a) that the Ordinary Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Ordinary Shares may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Ordinary Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Ordinary Shares to the Participant shall be exempt from registration under that Act and the Participant shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Ordinary Shares by the Company shall have been taken by the Company or the Participant, or both.
10.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Affiliates or interfere in any way with the right of the Company or its Affiliates to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.
3


11.Data Protection. If Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of personal data under applicable local law, the following shall apply:
Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.
For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, Participant acknowledges that the Company will separately provide information on the collection, processing and transfer of personal data.
12.Language. Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.
13.Compliance with State Administration of Foreign Exchange (“SAFE”). No Ordinary Shares shall be issued unless and until the Company is satisfied, in its sole discretion, that there has been compliance with all legal requirements applicable to the issuance of such Ordinary Shares, including, without limitation, the completion of relevant registration procedures with the SAFE or its local offices. The Participant agrees that he shall keep the Ordinary Shares released upon RSU vesting in special accounts at the U.S. brokerage firm(s) designated by the Company and shall not transfer such Ordinary Shares to any other brokerage firm(s). The Participant shall have the right to hold or sell the Ordinary Shares released to their accounts upon vesting at any time but agree that all cash proceeds from such sale as well as any dividends (after deduction of relevant individual income tax pursuant to law) shall be distributed to the Participant through an authorized bank account established in China upon the approval of the SAFE (the “Authorized China Bank Account”). Upon termination of the Participant’s employment of the Company or its Subsidiaries (for any reason), any remaining Ordinary Shares will be sold by the brokerage firm(s) as designated by the Company as soon as practicable, in no event later than sixty (60) days after the date of termination, and cash proceeds (after deduction of relevant individual income tax pursuant to law) shall be distributed to the Participant through the Authorized China Bank Account.
This Award Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Award Agreement.
*    *    *    *


4





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

__________________________
Name:     Jeff Cote
Title:    CEO & President

Accepted and Agreed:
____________________________
%%FIRST_NAME%-% %%LAST_NAME%-%
5


Exhibit 31.1
Certification
I, Jeffrey Cote, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 27, 2020 
/s/  Jeffrey Cote
Jeffrey Cote
Chief Executive Officer and President




Exhibit 31.2
Certification
I, Paul Vasington, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 27, 2020
 
/s/  Paul Vasington
Paul Vasington
Executive Vice President and Chief Financial Officer



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Sensata Technologies Holding plc (the “Company”) for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer and chief financial officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Jeffrey Cote
Jeffrey Cote
Chief Executive Officer and President
Date: October 27, 2020
/s/ Paul Vasington
Paul Vasington
Executive Vice President and Chief Financial Officer
Date: October 27, 2020