What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-20 · 29 added, 41 removed, 144 unchanged (33% of the section changed)

11 unchanged sentences

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework).

We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of Quality Thermistor, Inc., which we acquired in 2019.

At December 31, 2019 and for the period from acquisition through December 31, 2019, total assets and revenues subject to QTI's internal control over financial reporting represented 12% and 2% of our consolidated total assets and total revenues as of and for the year ended December 31, 2019.

Based on our assessment under the framework in Internal Control—Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

1 unchanged sentence

The Company is implementing an enterprise resource planning (“ERP”) system on a worldwide basis, which is expected to improve the efficiency of certain operational, financial, and related transactional processes.

The implementation began in 2018 and is expected to continue in phases over the next year.

The implementation of a worldwide ERP system has and will continue to affect the processes that constitute our internal control over financial reporting and will require annual testing for effectiveness.

The Company completed implementation in certain subsidiaries/locations during the fourth quarter of 2019.

As with any new information technology application we implement, this application, along with the internal controls over financial reporting included in the related processes, was appropriately considered within the testing for effectiveness with respect to the implementation in these instances.

We concluded, as part of our evaluation described in the above paragraphs, that the implementation of the ERP system in these circumstances has not materially affected our internal control over financial reporting.

There were no additional changes in our internal control over financial reporting for the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting for the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CTS CORPORATION 65

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

13 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of QTI, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 12% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

As indicated in Management’s Report, QTI was acquired during 2019.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of QTI.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

6 unchanged sentences

CTS CORPORATION 66

Other Information

Othe r Information

Not applicable.

CTS CORPORATION 68

Directors, Executive Officers and Corporate Governance

8 unchanged sentences

Plan Category

Number of Securities

to be Issued Upon

Options, RSUs, Warrants

and Rights (2)

Weighted-Average

Grant Date Fair Value of

Options, RSUs, Warrants

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(Excluding Securities

Reflected in Column(a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders (1)

Securities to

be Issued Upon

Options, RSUs,

Average Grant

Date Fair Value

of Outstanding

Options, RSUs,

Available for

Future Issuance

in Column(a))

Equity compensation plans approved

by security holders

Equity compensation plans not

approved by security holders (1)

In 1990, we adopted the Stock Retirement Plan for Non-Employee Directors.

11 unchanged sentences

Such information is incorporated herein by reference.

Principal Accountant Fees and Services

CTS CORPORATION 67

Principal Accou ntant Fees and Services

Information with respect to this item may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2021 Annual Meeting of Shareholders.

23 unchanged sentences

Amended Bylaws (incorporated herein by reference to Exhibit 3 to the Form 8-K, filed with the SEC on April 30, 2019).

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit A to the 2020 Proxy Statement, filed with the SEC on April 2, 2020).

CTS Corporation Stock Retirement Plan for Non-Employee Directors, effective April 30, 1990, as amended (incorporated by reference to Exhibit (10)(a) to the Quarterly Report on Form 10-Q for the quarter ended March 30, 2003, filed with the SEC on April 23, 2003).*

5 unchanged sentences

CTS Corporation 2014 Performance and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K, filed with the SEC on May 22, 2014).*

CTS CORPORATION 69

Credit Agreement Between CTS Corporation and CTS International B.V.

1 unchanged sentence

dated February 12, 2019 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on February 15, 2019).

CTS CORPORATION 70

CTS Corporation Pension Plan Exhibit (Amended and Restated Effective As of July 1, 2015) (incorporated by reference to Exhibit 10(s) to the Form 10-K filed with the SEC on February 23, 2018).

2 unchanged sentences

Amendment to the CTS Corporation Pension Plan (Amended and Restated Effective as of July 1, 2015) as of September 22, 2017, (incorporated by reference to Exhibit 10(v) to the Form 10-K filed with the SEC on February 23, 2018).

Amendment to the CTS Corporation Pension Plan (Amended and Restated Effective as of July 1, 2015) as of June 28, 2018, (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on July 31, 2020).

Amendment to the CTS Corporation Pension Plan (Amended and Restated Effective as of July 1, 2015) as of June 1, 2020, (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on July 31, 2020).

CTS Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K, filed with the SEC on February 18, 2015)

11 unchanged sentences

The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL

______________________________

Management contract or compensatory plan or arrangement.

6 unchanged sentences

Vice President and Chief Financial Officer

(Principal Financial Officer)

February 20, 2020

/s/ William Cahill

William Cahill

Chief Accounting Officer

(Principal Accounting Officer)

(Principal Financial Officer & Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

15 unchanged sentences

February 25, 2021

February 20, 2020

/s/ Alfonso G.

February 25, 2021

/s/ Ye Jane Li

February 25, 2021

CTS CORPORATION 71

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

What changed 10-K

Item 9A. Controls and Procedures