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Item 9A. Controls and Procedures

2021-02-12 compared with 2020-02-11 · 81 added, 69 removed, 172 unchanged (47% of the section changed)

CONTROLS AND PROCEDURES

The required certifications of our Chief Executive Officer and Chief Financial Officer are included as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.

The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included as Exhibits 31.1, 31.2, and 31.3 to this Annual Report on Form 10-K.

The disclosures set forth in this Item 9A contain information concerning the evaluation of our disclosure controls and procedures, management's report on internal control over financial reporting, and changes in internal control over financial reporting referred to in these certifications.

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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 December 31, 2019 .

With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 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.

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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 December 31, 2019 , 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.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013.

Based on the results of this assessment, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of December 31, 2019 , the Company’s internal control over financial reporting was effective.

Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has also issued an audit report on the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sensata Technologies Holding plc

To the Shareholders and the Board of Directors of

Sensata Technologies Holding plc

Opinion on Internal Control over Financial Reporting

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OTHER INFORMATION

On February 12, 2021, Sensata Technologies, Inc., a wholly-owned indirect subsidiary of Sensata Technologies Holding plc (“the Company”), announced the entry into a securities purchase agreement (the “SPA”) to acquire Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc.

(collectively, “Xirgo”) for $400 million.

Xirgo’s annual revenue is expected to exceed $100 million in 2021 with projected revenue growth in excess of 20% over the next several years.

The transaction is expected to be accretive to Sensata’s adjusted net income per share in 2021.

The acquisition price is subject to working capital and other adjustments.

The SPA contains customary representations, warranties, and covenants.

We expect to complete the transaction contemplated by the SPA in the first quarter of 2021, subject to the satisfaction of customary closing conditions, including, among others, clearance under the Hart-Scott-Rodino Act.

The Company intends to fund the transaction using available cash on hand.

The Company will conduct a conference call on February 12, 2021 at 8:00 AM eastern time to discuss the acquisition of Xirgo.

The dial-in numbers for the call are 1-844-784-1726 or +1-412-380-7411.

Callers should reference the "Sensata Xirgo acquisition Conference Call." A live webcast and a replay of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com .

Additionally, a replay of the call will be available until February 18, 2021.

To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code:

The foregoing description of the SPA is qualified in its entirety by reference to the full text of the SPA, which is attached to this Annual Report on Form 10-K as Exhibit 10.42 and is incorporated in this report by reference.

A copy of the press release announcing entry into the SPA is attached as Exhibit 99.1 and is incorporated in this report by reference.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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001-34652) filed on April 18, 2013) (included as Exhibit A to Exhibit 4.1 thereof).

Indenture, dated as of October 14, 2014, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on October 17, 2014).

Form of 5.625% Senior Note due 2024 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on October 17, 2014) (included as Exhibit A thereto).

4.3 Indenture, dated as of October 14, 2014, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K (Commission File No.

001-34652) filed on October 17, 2014).

4.4 Form of 5.625% Senior Note due 2024 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K (Commission File No.

001-34652) filed on October 17, 2014) (included as Exhibit A thereto).

4.5 Indenture, dated as of March 26, 2015, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on April 1, 2015).

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4.14 Form of 4.375% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2019) (included as Exhibit A thereto).

Description of Sensata Technologies Holding plc Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*

4.15 Description of Sensata Technologies Holding plc Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.15 of the Registrant's Annual Report on Form 10-K filed on February 11, 2020).

4.16 Indenture, dated as of August 17, 2020, among Sensata Technologies, Inc., the Guarantors named therein, and The Bank of New York Mellon, as the Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on August 20, 2020).

4.17 Form of 3.750% Senior Notes due 2031 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on August 20, 2020) (included as Exhibit A thereto).

10.1 Cross-License Agreement, dated April 27, 2006, among Texas Instruments Incorporated, Sensata Technologies B.V.

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2 of the Registrant's Registration Statement on Form S-1 filed on January 22, 2010).†

Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc.

and Jeffrey Cote (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on April 22, 2011, Commission File Number 001-34652).†‡

10.3 Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., Morgan Stanley Senior Funding, Inc., as administrative agent, the initial l/c issuer and initial swing line lender named therein, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).

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to Morgan Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.8 of the Registrant's Current Report on Form 8-K filed on May 17, 2011, Commission File Number 001-34652).

Amendment to Award Agreement between Sensata Technologies Holding N.V.

and Jeffrey Cote dated January 23, 2012 (incorporated by reference to Exhibit 10.39 of the Registrant's Annual Report on Form 10-K filed on February 10, 2012, Commission File No.

10.11 Form of Director Options Agreement (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on July 27, 2012, Commission File No.

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1 to Credit Agreement dated as of December 6, 2012, to the Credit Agreement dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc., and Barclays Bank PLC (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 10, 2012, Commission File No.

Second Amended and Restated Employment Agreement, dated January 1, 2013, between Sensata Technologies, Inc.

and Martha Sullivan (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on January 4, 2013, Commission File No.

001-34652).†‡

10.13 Employment Agreement, dated January 1, 2013, between Sensata Technologies, Inc.

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001-34652).†‡

Intellectual Property License Agreement, dated March 14, 2013, between Sensata Technologies, Inc.

and Measurement Specialties, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 20, 2013).

10.14 Amendment No.

2 to Credit Agreement dated as of December 11, 2013, to the Credit Agreement dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, and Morgan Stanley Senior Funding, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 11, 2013).

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 11, 2013, Commission File No.

10.15 Employment Agreement, entered into on February 4, 2014 between Sensata Technologies, Inc.

Vasington (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on February 4, 2014).†‡

Vasington (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on February 4, 2014, Commission File No.

001-34652).†‡

10.16 Amendment No.

3 to Credit Agreement dated as of October 14, 2014, to the Credit Agreement dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Barclays Bank PLC and the other lenders party thereto, and Morgan Stanley Senior Funding, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 17, 2014).

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 17, 2014, Commission File No.

10.17 Amendment No.

4 to Credit Agreement, dated as of November 4, 2014, to the Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc.

and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on November 10, 2014).

and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on November 10, 2014, Commission File No.

10.18 Amendment No.

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and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 2, 2015).

Employment Agreement, dated February 26, 2016, between Sensata Technologies, Inc.

and Allisha Elliott (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 3, 2016).†

Form of modified Award Agreement for Performance Restricted Stock Units (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2016).†

Form of modified Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2016).†

10.21 Amendment No.

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as administrative agent on behalf of the lenders party to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on July 30, 2019).

Amended and Restated Employment Agreement dated August 1, 2019 between Paul Chawla and Sensata Technologies, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2019).

10.26 Letter Agreement dated August 1, 2019 between Steven Beringhause and Sensata Technologies, Inc.

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1 to Domestic Guaranty and Foreign Guaranty, dated as of September 20, 2019, by and among Sensata Technologies Inc., Sensata Technologies Intermediate Holding B.V., Sensata Technologies B.V., the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2019).

10.28 Third Amended and Restated Employment Agreement between Jeffrey Cote and Sensata Technologies Inc., dated March 1, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.29 Third Amended and Restated Employment Agreement between Martha Sullivan and Sensata Technologies Inc., dated March 1, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.30 Amendment to Martha Sullivan Award Agreements with Sensata Technologies Holding plc, dated February 29, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.31 Amended and Restated Employment Agreement between Yann Etienvre and Sensata Technologies Inc., dated March 5, 2020 (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.32 Amended and Restated Employment Agreement between Vineet Nargolwala and Sensata Technologies Inc., dated March 5, 2020 (incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.33 Amended and Restated Employment Agreement between Hans Lidforss and Sensata Technologies Inc., dated March 5, 2020 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.34 Form of Consent to Reduction in Salary April 1, 2020 through June 30, 2020 for Executive Officers (incorporated by reference to Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.35 Employment Agreement between Shannon Votava and Sensata Technologies Inc., dated May 26, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on July 28, 2020).†

10.36 Employment Agreement between Lynne Caljouw and Sensata Technologies Inc., dated June 15, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on July 28, 2020).†

10.37 Letter Agreement Amending Employment Agreement between Allisha Elliott and Sensata Technologies, Inc., dated May 15, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on July 28, 2020).†

10.38 Separation and Release of Claims Agreement between Paul Chawla and Sensata Technologies, Inc.

dated July 24, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K/A filed on August 5, 2020).†

10.39 Employment Agreement between Juan Picon and Sensata Technologies Inc., dated August 16, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on October 27, 2020).†

10.40 Form of 2020 Amended Award Agreement for Restricted Stock Units under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on October 27, 2020).†

10.41 Form of 2020 Amended Award Agreement for Performance Restricted Stock Units under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan.†*

10.42 Securities Purchase Agreement, dated February 11, 2021, by and among Xirgo Technologies Intermediate Holdings, LLC, Xirgo Holdings, Inc., the Persons, Sellers, and Option Holder Identified Herein, Sensata Technologies, Inc., and the Seller Representative Identified Herein.

21.1 Subsidiaries of Sensata Technologies Holding plc*

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31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1 Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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99.1 F ebruary 12, 2021 press release entitle d " Sensata Technologies Signs Definitive Agreement to Acquire Xirgo Technologies ."*

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104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SENSATA TECHNOLOGIES HOLDING PLC

/s/ MARTHA SULLIVAN

Martha Sullivan

Chief Executive Officer

/s/ JEFF COTE

Chief Executive Officer and President

February 12, 2021

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.

/s/ MARTHA SULLIVAN

Chief Executive Officer and Director

February 11, 2020

Martha Sullivan

(Principal Executive Officer)

/s/ PAUL VASINGTON

Executive Vice President and Chief Financial Officer

February 11, 2020

Paul Vasington

(Principal Financial Officer and Principal Accounting Officer)

/s/ ANDREW TEICH

Chairman of the Board of Directors

February 11, 2020

/s/ JOHN ABSMEIER

February 11, 2020

SIGNATURE TITLE DATE

/s/ JEFF COTE Chief Executive Officer, President, and Director February 12, 2021

Jeff Cote (Principal Executive Officer)

/s/ PAUL VASINGTON Executive Vice President and Chief Financial Officer February 12, 2021

Paul Vasington (Principal Financial Officer)

/s/ MARIA FREVE Vice President and Chief Accounting Officer February 12, 2021

Maria Freve (Principal Accounting Officer)

/s/ ANDREW TEICH Chairman of the Board of Directors February 12, 2021

/s/ JOHN ABSMEIER Director February 12, 2021

John Absmeier

/s/ PAUL EDGERLEY

February 11, 2020

Paul Edgerley

/s/ JAMES HEPPELMANN

February 11, 2020

/s/ DANIEL BLACK Director February 12, 2021

/s/ LORRAINE BOLSINGER Director February 12, 2021

Lorraine Bolsinger

/s/ JAMES HEPPELMANN Director February 12, 2021

James Heppelmann

/s/ CHARLES PEFFER

February 11, 2020

/s/ CHARLES PEFFER Director February 12, 2021

Charles Peffer

/s/ CONSTANCE SKIDMORE

February 11, 2020

/s/ CONSTANCE SKIDMORE Director February 12, 2021

Constance Skidmore

/s/ THOMAS WROE

February 11, 2020

/s/ STEPHEN ZIDE

February 11, 2020

/s/ MARTHA SULLIVAN

Authorized Representative in the United States

February 11, 2020

/s/ STEVEN SONNENBERG Director February 12, 2021

Steven Sonnenberg

/s/ MARTHA SULLIVAN Director February 12, 2021

Martha Sullivan

/s/ THOMAS WROE Director February 12, 2021

/s/ STEPHEN ZIDE Director February 12, 2021

/s/ JEFF COTE Authorized Representative in the United States February 12, 2021

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