What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-13 compared with 2022-02-10 · 390 added, 552 removed, 1554 unchanged (38% of the section changed)

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of goodwill

Goodwill - Quantitative Impairment Assessment

Description of the Matter As of December 31, 2022, the Company’s goodwill balance was $3.9 billion.

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As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at the reporting unit level.

The Company evaluated goodwill for impairment as of October 1, 2021.

The Company used a combination of the quantitative and qualitative methods to assess their reporting units for impairment.

Auditing management’s goodwill impairment analysis for the reporting units for which the quantitative method was utilized was complex and judgmental due to the estimation required in determining the fair value of the reporting units.

In particular, the fair value estimates included significant assumptions such as the long-range forecasts, the selection of the discount rates, and the estimation of the multiples or long-term growth rates used in valuing the terminal year which are affected by expectations about future market or economic conditions.

The Company evaluated goodwill for impairment as of October 1, 2022, and used the quantitative method to assess their goodwill for impairment.

Auditing management’s quantitative goodwill impairment test involved a high degree of auditor judgment due to the significant estimation required to determine the fair value of each reporting unit.

In particular, the fair value estimate for certain reporting units was sensitive to significant assumptions such as the long-range forecasts, the selection of discount rates, and the estimation of the multiples or long-term growth rates used in valuing the terminal year which are affected by expectations about future market or economic conditions, which led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's significant assumptions as outlined above, used in determining the fair value of these reporting units.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s quantitative goodwill impairment review process.

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To test the amounts recorded as uncertain tax positions we involved our tax professionals to evaluate the technical merits of the Company’s income tax positions.

Our procedures included, among others, evaluating income tax technical analysis or other third-party advice obtained by the Company and inspecting correspondence, assessments and settlements from the relevant tax authorities.

Our procedures included, among others, evaluating income tax technical analysis or other third-party advice obtained by the Company and inspecting correspondence from the relevant tax authorities.

We also applied our knowledge and experience with the application of federal, foreign and state income tax laws to evaluate the Company’s accounting for those tax positions.

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Accounting for Acquisitions – Valuation of Identified Intangibles

Description of the Matter As described in Note 21 to the consolidated financial statements, the Company completed several acquisitions during 2021.

The most significant of these were (1) the acquisition of Xirgo Technologies, LLC (Xirgo) for an aggregate cash purchase price of $401.7 million, and (2) the acquisition of SmartWitness Holdings, Inc.

(SmartWitness) for an aggregate cash purchase price of $204.2 million.

These transactions are accounted for as business combinations.

With respect to SmartWitness, the allocation of purchase price is preliminary and is subject to revision as the final valuations are completed.

Auditing the Company's accounting for its acquisitions of Xirgo and SmartWitness was complex due to the significant estimation required by management in determining the fair value of identifiable intangible assets, which on a combined basis principally consisted of customer relationship and completed technology intangible assets of $222.6 million and $96.2 million, respectively.

Description of the Matter As described in Note 21 to the consolidated financial statements, the Company completed the acquisition of DP Acquisition Corp ("Dynapower") for an aggregate cash purchase price of $577.5 million in 2022.

The transaction was accounted for as a business combination.

The allocation of purchase price is preliminary and is subject to revision as the final valuations are completed.

Auditing the Company's accounting for its acquisition of Dynapower was complex due to the significant estimation required by management in determining the fair value of identifiable intangible assets of $164.4 million, which principally consisted of completed technologies, customer relationships, and tradename assets.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business.

The Company used the income approach to measure the customer relationship and completed technology intangible assets.

The Company used the income approach to measure the completed technologies, customer relationships, and tradenames intangible assets.

The significant assumptions used to estimate the fair value of these intangible assets included the expected discounted future net cash flows generated by each asset.

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process for valuing intangible assets acquired in business combinations.

For example, we tested controls over the appropriateness of the valuation model, assumptions management used as well as controls over the completeness and accuracy of the data underlying the valuation of the customer relationship and completed technology intangible assets.

To test the estimated fair value of the customer relationship and completed technology intangible assets, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data supporting the significant assumptions and estimates used by the Company in the valuations.

We tested significant assumptions through a combination of procedures, as applicable for each assumption, including comparing them to current and forecasted industry trends, as well as to the historical results of the acquired businesses and other guideline companies within the same industry.

For example, we tested controls over the appropriateness of the valuation model, assumptions management used and the completeness and accuracy of the data underlying the valuation of the completed technologies, customer relationships and tradenames intangible assets.

To test the estimated fair value of the completed technologies, customer relationships and tradenames intangible assets, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data supporting the significant assumptions and estimates used by the Company in the valuations.

We tested significant assumptions through a combination of procedures, as applicable for each assumption, including comparing them to current and forecasted industry trends, as well as to the historical results of the acquired business and other guideline companies within the same industry.

With the assistance of our valuation specialists, we evaluated the methodology used by the Company and significant assumptions included in the fair value estimates.

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Net income $ 310,685 $ 363,580 $ 164,286

Other comprehensive income/(loss), net of tax:

Other comprehensive (loss)/income, net of tax:

Cash flow hedges ( 1,166 ) 23,564 ( 23,279 )

Defined benefit and retiree healthcare plans 4,462 6,411 ( 5,772 )

Other comprehensive income/(loss) 29,975 ( 29,051 ) 5,694

Other comprehensive (loss)/income 3,296 29,975 ( 29,051 )

Comprehensive income $ 313,981 $ 393,555 $ 135,235

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Amortization of debt issuance costs 6,969 6,858 6,854

Gain on sale of business ( 135,112 ) — —

Share-based compensation 31,791 25,663 19,125

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Deferred income taxes ( 781 ) ( 5,270 ) ( 44,900 )

Acquisition-related deferred compensation payments ( 15,630 ) — —

Acquisition-related compensation payments ( 23,500 ) ( 15,630 ) —

Mark-to-market loss on equity investments, net 75,569 — —

Unrealized loss on derivative instruments and other 34,309 13,837 4,709

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Investment in debt and equity securities ( 7,983 ) ( 5,533 ) ( 22,963 )

Proceeds from sale of business, net of cash sold 198,841 — —

Other 152 3,919 12,022

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Payments on debt ( 510,701 ) ( 763,263 ) ( 408,914 )

Dividends paid ( 51,072 ) — —

Payments to repurchase ordinary shares ( 292,274 ) ( 47,843 ) ( 35,175 )

Payments of debt financing costs ( 13,691 ) ( 33,093 ) ( 8,279 )

Net cash provided by/(used in) financing activities 174,918 710,178 ( 366,499 )

Net cash (used in)/provided by financing activities ( 353,460 ) 174,918 710,178

Net change in cash and cash equivalents ( 483,437 ) ( 153,025 ) 1,087,861

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Net income — — — — — 164,286 — 164,286

Other comprehensive income — — — — — — 5,694 5,694

Other comprehensive loss — — — — — — ( 29,051 ) ( 29,051 )

Balance as of December 31, 2020 173,266 2,220 ( 15,631 ) ( 784,596 ) 1,759,668 1,777,729 ( 49,535 ) 2,705,486

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Net income — — — — — 363,580 — 363,580

Other comprehensive loss — — — — — — ( 29,051 ) ( 29,051 )

Other comprehensive income — — — — — — 29,975 29,975

Balance as of December 31, 2021 174,287 2,232 ( 16,438 ) ( 832,439 ) 1,812,244 2,132,257 ( 19,560 ) 3,094,734

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Vesting of restricted securities 522 6 — — — ( 6 ) — —

Cash dividends paid — — — — — ( 51,072 ) — ( 51,072 )

Repurchase of ordinary shares — — ( 6,343 ) ( 292,274 ) — — — ( 292,274 )

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Net income — — — — — 310,685 — 310,685

Other comprehensive income — — — — — — 29,975 29,975

Other comprehensive loss — — — — — — 3,296 3,296

Balance as of December 31, 2022 175,207 $ 2,242 ( 22,781 ) $ ( 1,124,713 ) $ 1,866,201 $ 2,383,341 $ ( 16,264 ) $ 3,110,807

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

We are a global industrial technology company that develops, manufactures, and sells sensors, electrical protection components, and other products that are used in mission-critical systems and applications that create valuable business insights for our customers and end users.

We are a global industrial technology company that develops, manufactures, and sells sensors and sensor-rich solutions, electrical protection components and systems, and other products that are used in mission-critical systems and applications that create valuable business insights for our customers and end users.

Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products and solutions can act upon.

These actionable insights lead to products that are safer, cleaner, more efficient, more electrified, and increasingly more connected.

Our electrical protection component portfolio is comprised of various switches, fuses, battery management systems, inverters, energy storage systems, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.

Our electrical protection portfolio (which includes both components and systems) is comprised of various switches, fuses, battery management systems, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.

Other products and services we provide include vehicle area networks and data collection devices and software, battery storage systems, and power conversion systems, the latter of which include inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.

Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in Belgium, Bulgaria, China, Denmark, India, Japan, Lithuania, the Netherlands, South Korea, the United Kingdom (the "U.K."), and the United States (the "U.S.");

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It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingencies at the date of the financial statements, and the reported amounts of net revenue and expense during the reporting periods.

Estimates are used when accounting for certain items such as allowance for doubtful accounts and sales returns, inventory obsolescence, asset impairments (including goodwill and other intangible assets), contingencies, the value of certain equity awards and the measurement of share-based compensation, the determination of accrued expenses, certain asset valuations, accounting for income taxes, the useful lives of plant and equipment, measurement of our post-retirement benefit obligations, and with respect to business combinations, valuation of contingent consideration, and the identification, valuation, and determination of useful lives of acquired identifiable intangible assets.

Estimates are used when accounting for certain items such as:

allowance for doubtful accounts and sales returns;

inventory obsolescence;

asset impairments (including goodwill and other intangible assets);

contingencies;

the value of certain equity awards and the measurement of share-based compensation;

the determination of accrued expenses;

certain asset valuations;

accounting for income taxes;

the useful lives of plant and equipment;

measurement of our post-retirement benefit obligations;

and with respect to business combinations, valuation of contingent consideration and the identification, valuation, and determination of useful lives of acquired identifiable intangible assets.

The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes.

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We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods.

In order to achieve this, we use the five-step model outlined in

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers .

In order to achieve this, we use the five-step model outlined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers .

This five-step model requires us to identify the contract with the customer, identify the performance obligation(s) in the contract, determine the transaction price, allocate the transaction price to the performance obligation(s), and recognize revenue when (or as) we satisfy the performance obligation(s).

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In accordance with FASB ASC Topic 718, compensation expense associated with share-based awards subject to cliff vesting must be recognized on a straight-line basis.

For awards without performance conditions that are subject to graded vesting, companies have the option to recognize compensation expense either on a straight-line or accelerated basis.

We have elected to recognize compensation expense for these awards on a straight-line

For awards without performance conditions that are subject to graded vesting, companies have the option to recognize compensation expense either

on a straight-line or accelerated basis.

We have elected to recognize compensation expense for these awards on a straight-line basis.

However, awards that are subject to both graded vesting and performance conditions must be expensed on an accelerated basis.

We estimate the fair value of options on the grant date using the Black-Scholes-Merton option-pricing model.

Key inputs and assumptions used in this model are as follows:

• The fair value of the underlying ordinary shares.

This is determined as the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date.

• The expected term.

This is determined based upon our own historical average term of exercised and outstanding options.

• Expected volatility.

We consider our own historical volatility as well as our implied volatility in estimating expected volatility for stock options.

Implied volatility provides a forward-looking indication and may offer insight into expected volatility.

• Risk-free interest rate.

The risk-free interest rate is based on the yield for a U.S.

Treasury security having a maturity similar to the expected term of the related option grant.

• Expected dividend yield.

The dividend yield of 0 % is based on our history of having never declared or paid any dividends on our ordinary shares, as well as our intention, at the time of grant, of not declaring dividends in the foreseeable future.

Restricted securities are valued using the closing price of our ordinary shares on the NYSE on the grant date.

Certain of our restricted securities include performance conditions that require us to estimate the probable outcome of the performance condition.

Restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date.

Certain of our restricted securities include performance conditions, which require us to estimate the probable outcome of the performance condition.

Compensation expense is recognized if it is probable that the performance condition will be achieved.

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Derivative financial instruments

We account for our derivative financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement and FASB ASC Topic 815, Derivatives and Hedging .

We account for derivative financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement and FASB ASC Topic 815, Derivatives and Hedging .

In accordance with FASB ASC Topic 815, we recognize all derivatives on the balance sheet at fair value.

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We consider the need to adjust historical information to reflect the extent to which we expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered.

Customers are generally not required to provide collateral for purchases.

The allowance for losses on receivables also includes an allowance for sales returns (variable consideration).

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We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay.

Customers are generally not required to provide collateral for purchases.

Losses on receivables have not historically been significant.

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We apply that allocation method on a consistent basis from year to year.

Other assets and liabilities, such as debt, cash and cash equivalents, and property, plant and equipment, net ("PP&E") associated with our corporate offices, are viewed as being corporate in nature.

Other assets and liabilities, such as debt, cash and cash equivalents, and property, plant and equipment ("PP&E") associated with our corporate offices, are viewed as being corporate in nature.

Accordingly, we do not assign these assets and liabilities to our reporting units.

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The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date.

In general, the measurement date coincides with our fiscal year end, however, certain significant events, such as (1) plan amendments, (2) business combinations, (3) settlements or curtailments, or (4) plan mergers, may trigger the need for an interim measurement of both the plan assets and benefit obligations.

Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement date to employee service rendered before that date.

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We review these assumptions annually.

Our review of demographic assumptions includes analyzing historical patterns and/or referencing industry standard tables, combined with our expectations around future compensation and staffing strategies.

The difference between these assumptions and our actual experience results in the recognition of an actuarial gain or loss.

Actuarial gains and losses are recorded directly to other comprehensive income or loss.

If the total net actuarial gain or loss included in accumulated other comprehensive loss exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic benefit cost over the average remaining service lives of the employees participating in the pension or post-retirement benefit plan.

The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants.

It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements.

In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to the bonds.

In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates.

The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits included in the projected benefit obligation.

To determine the expected return on plan assets, we use the fair value of plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds.

Changes to benefit obligations may also be initiated by a settlement or curtailment.

A settlement of a defined benefit obligation is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and eliminates significant risks related to the obligation and the assets used to carry out the settlement.

The settlement of all or more than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial gains or losses deferred in accumulated other comprehensive loss.

Our policy is to apply settlement accounting to the extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for that particular plan.

A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future service.

The curtailment accounting provisions are applied on a plan-by-plan basis.

The total gain or loss resulting from a curtailment is the sum of two distinct elements:

(1) prior service cost write-off and (2) curtailment gain or loss.

Our policy is that a curtailment event represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of defined benefits for some or all of the future services of 10% (or greater) of the plan's participants.

Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows within the consolidated statements of cash flows.

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Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term.

We use our incremental borrowing rate, adjusted for collateralization, because the discount rate implicit in our leases are generally not readily determinable.

We use our incremental borrowing rate, adjusted for collateralization, because the discount rates implicit in our leases are generally not readily determinable.

For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset.

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We also lease certain vehicles and equipment, which generally have a term of one year or less.

We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e.

they are not recorded on the consolidated balance sheets) as permitted by FASB ASC Topic 842.

We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e., they are not recorded on the consolidated balance sheets) as permitted by FASB ASC Topic 842.

Refer to Note 17:

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Recently issued accounting standards:

In October 2021, the FASB issued Accounting Standards Update ("ASU") No.

2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers to improve the accounting for acquired revenue contracts with customers in a business combination.

The amendments in FASB ASU No.

2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with FASB ASC Topic 606 as if it had originated the contracts.

Previous guidance required an entity to recognize contract assets and contract liabilities at fair value as of the acquisition date.

The amendments in FASB ASU No.

2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including adoption in an interim period.

We have elected to early adopt FASB ASU No.

2021-08 in the fourth quarter of 2021, and in accordance with the requirements of FASB ASU No.

2021-08 related to early adoption in an interim period, we have applied its provisions retrospectively to all acquisitions completed on or after January 1, 2021 and will apply them prospectively to all future acquisitions.

There was no retrospective impact on our financial statements resulting from this adoption.

Any future impact will be dependent on facts and circumstances of future acquisitions.

There have been no other 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.

There have been 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.

Revenue Recognition

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Contract Assets and Liabilities

Accounts receivable represent our only contract asset.

Excluding trade receivables, which are presented on our consolidated balance sheets, our contract assets are not material.

Contract liabilities, whereby we receive payment from customers related to our promise to satisfy performance obligations in the future, are not material.

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The 2010 Equity Plan was terminated as to the grant of any additional awards, but prior awards remain outstanding in accordance with their terms.

As of December 31, 2021, there were 5.7 million ordinary shares authorized and available for grants of awards under the 2021 Equity Plan.

As of December 31, 2022, there were 5.0 million ordinary shares available for grants of awards under the 2021 Equity Plan.

Refer to Note 2:

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Share-Based Compensation Awards

We grant option, restricted stock unit ("RSU"), and performance-based restricted stock unit ("PRSU") awards.

Awards prior to May 27, 2021 were granted under the 2010 Equity Plan.

Awards subsequent to May 27, 2021 were granted under the 2021 Equity Plan.

We grant restricted stock unit ("RSU") and performance-based restricted stock unit ("PRSU") awards.

We no longer grant stock option awards, with the last grants of option awards made in the year ended December 31, 2019.

Throughout this Annual Report on Form 10-K, RSU and PRSU awards are often referred to collectively as "restricted securities." Share-based compensation awards granted prior to May 27, 2021 were made under the 2010 Equity Plan, with all subsequent awards granted under the 2021 Equity Plan.

For option and RSU awards, vesting is typically subject only to service conditions.

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Our awards include continued vesting provisions for retirement-eligible employees.

Throughout this Annual Report on Form 10-K, RSU and PRSU awards are often referred to collectively as "restricted securities."

A summary of stock option activity for the years ended December 31, 2022, 2021, and 2020 is presented in the table below (amounts have been calculated based on unrounded shares, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

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Balance as of December 31, 2019 3,464 $ 41.19 5.0 $ 44,696

Granted 382 $ 46.92

Forfeited or expired ( 155 ) $ 48.30

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We did no t grant any options in the years ended December 31, 2022, 2021 or 2020.

The weighted-average grant-date fair value per option granted during the year ended December 31, 2019 was $ 13.90 .

The fair value of options was estimated on the date of grant using the Black-Scholes-Merton option-pricing model.

The weighted-average key assumptions used in estimating the grant-date fair value of options for the year ended December 31, 2019 were as follows:

For the year ended December 31, 2019

Expected dividend yield 0.00 %

Expected volatility 25.00 %

Risk-free interest rate 2.35 %

Expected term (years) 6.0

Fair value per share of underlying ordinary shares $ 46.92

Restricted Securities

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0.0 % to 200.0 %

(Awards in thousands) RSU Awards Granted Weighted-Average

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Fair Value PRSU Awards Granted Weighted-Average

2022 618 $ 49.68 231 $ 50.12 194 $ 48.33

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Balance as of December 31, 2019 1,105 $ 47.51

Granted 1,207 $ 28.78

Forfeited ( 284 ) $ 37.89

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Balance as of December 31, 2022 1,755 $ 46.68

__________________________

(1) Includes 43 thousand PRSU awards granted due to greater than 100% vesting.

Aggregate intrinsic value information for restricted securities as of December 31, 2022, 2021, and 2020 is presented below:

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Restructuring and Other Charges, Net

The following table presents the components of restructuring and other charges, net for the years ended December 31, 2022, 2021, and 2020:

For the year ended December 31,

2022 2021 2020

Q2 2020 Global Restructure Program, net $ — $ 7,120 $ 24,458

Other restructuring charges

Severance costs, net 19,112 4,504 3,042

Facility and other exit costs 5,464 2,433 1,323

Gain on sale of Qinex Business (1)

( 135,112 ) — —

Acquisition-related compensation arrangements (2)

( 5,028 ) 885 4,271

Restructuring and other charges, net $ ( 66,700 ) $ 14,942 $ 33,094

__________________________

(1) Refer to Note 21:

Acquisitions and Divestitures for additional information on the sale of various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business").

(2) Refer to Note 21:

Acquisitions and Divestitures for additional information regarding our acquisition-related compensation arrangements.

(3) Represents charges that are not included in one of the other classifications.

The year ended December 31, 2022 primarily includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value of acquisition-related contingent consideration amounts.

Refer to Note 21:

Acquisitions and Divestitures for additional information.

In the year ended December 31, 2020, we settled intellectual property litigation brought against August Cayman Company, Inc.

("Schrader”) by Wasica Finance GmbH ("Wasica") and released $ 11.7 million of the related liability, which is presented in restructuring and other charges, net.

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 fiscal year 2020.

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

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We have completed all actions contemplated thereunder, with approximately 840 positions impacted.

Since inception of the Q2 2020 Global Restructure Program, we have recognized cumulative costs of $ 33.2 million, of which $ 28.4 million related to severance charges and $ 4.8 million related to facility and other exit costs.

As of December 31, 2021, we have a liability of approximately $ 3.9 million related to actions taken under this plan.

We expect to settle these remaining liabilities with cash on hand.

We recognized total cumulative costs of $ 33.2 million under the Q2 2020 Global Restructure Program, of which $ 28.4 million related to severance charges and $ 4.8 million related to facility and other exit costs.

Charges recognized in the years ended December 31, 2021 and 2020 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below.

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

There were no charges recognized in the year ended December 31, 2022.

For the year ended December 31,

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(1) Approximately $ 1.2 million of these charges for the year ended December 31, 2021 relate to site closures.

There were no site closures related to Performance Sensing in the year ended December 31, 2020.

There were no site closures in the Performance Sensing reportable segment in the year ended December 31, 2020.

(2) Approximately $ 3.8 million and $ 0.6 million of these charges for the years ended December 31, 2021 and 2020, respectively, relate to site closures.

The following table presents the components of restructuring and other charges, net for the years ended December 31, 2021, 2020, and 2019:

For the year ended December 31,

2021 2020 2019

Q2 2020 Global Restructure Program, net $ 7,120 $ 24,458 $ —

Other restructuring charges

Severance costs, net (1)

4,504 3,042 29,240

Facility and other exit costs 2,433 1,323 808

885 4,271 23,512

Restructuring and other charges, net $ 14,942 $ 33,094 $ 53,560

__________________________

(1) Includes termination benefits provided in connection with workforce reductions of manufacturing, engineering, and administrative positions, including the elimination of certain positions related to site consolidations, net of reversals.

The year ended December 31, 2020 primarily related to termination benefits arising from the shutdown and relocation of operating sites in Northern Ireland and Belgium.

The year ended December 31, 2019 also included $ 12.7 million of benefits provided under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S.

and $ 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.

(2) Represents charges that are not included in one of the other classifications.

In the year ended December 31, 2020, we settled intellectual property litigation brought against Schrader by Wasica Finance GmbH ("Wasica") and released $ 11.7 million of the related liability, which is presented in restructuring and other charges, net.

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 fiscal year 2020.

In the year ended December 31, 2019, we recognized a $ 17.8 million loss related to the termination of a supply agreement in connection with litigation related to Metal Seal Precision, Ltd.

The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2022 and 2021:

9 unchanged sentences

Balance as of December 31, 2022 $ 22 $ 8,595 $ 8,617

The severance liability as of December 31, 2021 and 2020 was entirely recorded in accrued expenses and other current liabilities on our consolidated balance sheets.

The severance portion of our restructuring obligations for each period presented was entirely recorded in accrued expenses and other current liabilities on our consolidated balance sheets.

Refer to Note 12:

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2022 2021 2020

Currency remeasurement gain/(loss) on net monetary assets (1)

Currency remeasurement (loss)/gain on net monetary assets (1)

$ ( 18,155 ) $ 3,449 $ 10,833

(Loss)/gain on foreign currency forward contracts (2)

Gain/(loss) on foreign currency forward contracts (2)

4,324 ( 7,553 ) ( 6,762 )

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( 5,468 ) ( 30,066 ) —

Net periodic benefit cost, excluding service cost (4)

Mark-to-market loss on investments, net (4)

( 75,569 ) — —

Net periodic benefit cost, excluding service cost ( 5,125 ) ( 7,528 ) ( 9,980 )

Other 8,725 4,633 ( 4,457 )

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Debt for additional information related to our debt financing transactions.

(4) Primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc.

("Quanergy").

Refer to Note 18:

Pension and Other Post-Retirement Benefits for additional information on net periodic benefit cost included in other, net.

Effective April 27, 2006 (inception), and concurrent with the completion of the acquisition of the Sensors & Controls business ("S&C") of Texas Instruments Incorporated ("TI") (the "2006 Acquisition"), we commenced filing tax returns in the Netherlands as a stand-alone entity.

On March 28, 2018, the Company reincorporated its headquarters in the U.K.

We file income tax returns in the countries in which our subsidiaries are incorporated and/or operate, including Belgium, Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, South Korea, the U.S., and the U.K.

The 2006 Acquisition purchase accounting and the related debt and equity capitalization of the various subsidiaries of the consolidated company, and the realignment of the functions performed and risks assumed by the various subsidiaries, are of significant

consequence to the determination of future book and taxable income of the respective subsidiaries and Sensata as a whole.

Fair Value Measures for additional information.

Refer to Note 2:

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Valuation allowances 15,679 20,512 8,869

Reserve for tax exposure ( 16,330 ) ( 171 ) 20,079

Withholding taxes not creditable 12,337 13,259 12,198

Research and development incentives ( 10,834 ) ( 11,067 ) ( 7,408 )

Unrealized foreign currency exchange losses/gains, net 9,306 ( 6,137 ) 2,650

Dispositions and capital restructurings 4,496 — ( 54,188 )

Change in tax laws or rates 2,611 ( 7,070 ) 11,229

Unrealized foreign currency exchange (gains)/losses, net ( 6,137 ) 2,650 ( 43 )

state taxes, net of federal benefit 2,496 1,119 3,504

Intangible property transfers — ( 54,188 ) —

Reserve for tax exposure 1,315 ( 16,330 ) ( 171 )

Nontaxable items and other 9,631 ( 387 ) 11,881

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The impact on current tax expense of the tax holidays and exemptions is included in the foreign tax rate differential disclosure, reconciling the statutory rate to our effective rate.

The remeasurement of the deferred tax assets and liabilities is included in the change in tax laws or rates line.

The remeasurement of the deferred tax assets and liabilities is included in the change in tax laws or rates caption.

Withholding taxes not creditable

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In the U.S., we benefit from R&D credit incentives.

Intangible property transfers

The decrease in our effective tax rate for the year ended December 31, 2020, was primarily due to a net $ 54.2 million deferred tax benefit in the fourth quarter of 2020 related to intangible property transfers.

Dispositions and capital restructuring

The increase of $ 4.5 million in our effective tax rate for the year ended December 31, 2022 was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by separate intangible property transfers.

For the year ended December 31, 2020, the decrease in our effective tax rate was due to a net $ 54.2 million deferred tax benefit in the fourth quarter of 2020 related to intangible property transfers.

Deferred income tax assets and liabilities

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As a result of changes in interest limitation rules in the Netherlands that became effective in 2021, we recorded a valuation allowance against our interest carryforwards in this jurisdiction in the year ended December 31, 2021.

In connection with our 2020 intangible property transfer, we recorded a valuation allowance of $ 43.2 million in the year ended December 31, 2020.

Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2022 will be allocated to income tax benefit recognized in the consolidated statements of operations.

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Increases related to prior year tax positions 1,312 37,869 43,082

Increases related to business combinations 1,370 — 450

(Decreases)/increases related to business combinations ( 883 ) 1,370 —

Decreases related to settlements with tax authorities — ( 11,015 ) ( 5,183 )

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We recognize interest and penalties related to unrecognized tax benefits in the consolidated statements of operations and the consolidated balance sheets.

The table that follows presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of operations during the years ended December 31, 2021, 2020, and 2019, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2021 and 2020:

The following table presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of operations during the years ended December 31, 2022, 2021, and 2020, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2022 and 2021:

Statements of Operations Balance Sheets

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The amount of unrecognized tax benefits as of December 31, 2022 that if recognized would impact our effective tax rate is $ 174.8 million.

Our major tax jurisdictions include Belgium, Bulgaria, China, France, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, the U.K., and the U.S.

Our major tax jurisdictions include Belgium, Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, South Korea, the U.K., and the U.S.

These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2006 through 2022.

Indemnifications

We have various indemnification provisions in place with parties including TI, Honeywell, William Blair, Tomkins Limited, and Custom Sensors & Technologies Ltd.

These provisions provide for the reimbursement of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses including S&C, First Technology Automotive and Special Products, Airpax Holdings, Inc., August Cayman Company, Inc.

("Schrader"), CST, GIGAVAC, LLC ("GIGAVAC"), Xirgo Technologies Intermediate Holdings, LLC, and SmartWitness Holdings, Inc.

("SmartWitness").

We have various indemnification provisions in place with parties including Honeywell (sellers of First Technology Automotive and Special Products), the Terence Richard Prime Trust dated August 10, 1999 and John Christopher Lakey (sellers of Elastic M2M, Inc.), John Milios (seller of Sendyne Corp.), the former stockholders of SmartWitness Holdings, Inc., and the sellers of Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc., whereby such provisions provide for the reimbursement of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses.

Net Income per Share

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Goodwill and Other Intangible Assets, Net

The following table outlines the changes in net goodwill by segment for the years ended December 31, 2021 and 2020.

The following table presents the changes in net goodwill by segment for the years ended December 31, 2022 and 2021.

Performance Sensing Sensing Solutions Total

Balance as of December 31, 2020 $ 2,189,771 $ 921,578 $ 3,111,349

Acquisition 17,751 — 17,751

Acquisitions 290,827 99,887 390,714

Balance as of December 31, 2021 2,480,598 1,021,465 3,502,063

Acquisitions 30,873 423,288 454,161

Divestiture of Qinex Business — ( 45,000 ) ( 45,000 )

Balance as of December 31, 2022 $ 2,511,471 $ 1,399,753 $ 3,911,224

1 unchanged sentence

Refer to Note 21:

Acquisitions for additional information related to goodwill added as a result of acquisitions.

Acquisitions and Divestitures for additional information related to goodwill acquired and written off as a result of our recent acquisitions and the divestiture of the Qinex Business, respectively.

Goodwill attributed to acquisitions reflects our allocation of purchase price to the estimated fair value of certain assets acquired and liabilities assumed.

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Goodwill has been included in our segments based on a methodology using anticipated future earnings of the components of business.

We own the Klixon ® and Airpax ® tradenames, which are indefinite-lived intangible assets as they have each been in continuous use for over 65 years and we have no plans to discontinue using either of them.

We own the Klixon ® and Airpax ® tradenames, which are indefinite-lived intangible assets as they have each been in continuous use for almost 75 years and we have no plans to discontinue using either of them.

We have recorded $ 59.1 million and $ 9.4 million, respectively, on our consolidated balance sheets related to these tradenames.

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Effective July 1, 2021, we reorganized our Sensing Solutions operating segment, which resulted in realignment of our reporting units.

As a result of this reorganization, our electrical protection product category that includes high-voltage contactors, inverters, and battery management systems was moved to a new reporting unit, Clean Energy Solutions.

As a result of this reorganization, our electrical protection product category that includes high-voltage contactors, inverters, rectifiers, and battery management systems was moved to a new reporting unit, Clean Energy Solutions.

The remaining portions of our Electrical Protection, Industrial Sensing, Power Management, and Interconnection reporting units were consolidated into a new reporting unit, Industrial Solutions.

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Accordingly, as of October 1, 2021, we had five reporting units, Automotive, HVOR, Industrial Solutions, Aerospace, and Clean Energy Solutions.

With the acquisition of SmartWitness in the fourth quarter of 2021, we formed Sensata Insights, a business unit organized under the HVOR operating segment, to drive growth of our smart and connected offerings to the transportation market, including both those developed organically and through the acquisition of Xirgo Technologies, LLC ("Xirgo") and SmartWitness.

With the acquisition of SmartWitness Holdings, Inc.

("SmartWitness") in the fourth quarter of 2021, we formed Sensata INSIGHTS, a business unit organized under the HVOR operating segment, to drive growth of our smart and connected offerings to the transportation market, including both those developed organically and through the acquisition of Xirgo Technologies, LLC ("Xirgo") and SmartWitness.

We concluded that Sensata INSIGHTS was a separate reporting unit from HVOR.

Accordingly, as of December 31, 2021, we had six reporting units, Automotive, HVOR, Sensata Insights, Industrial Solutions, Aerospace, and Clean Energy Solutions.

There have been no subsequent changes to our reporting units.

Accordingly, as of October 1, 2022, we had six reporting units, Automotive, HVOR, Sensata INSIGHTS, Industrial Solutions, Aerospace, and Clean Energy Solutions.

In July 2022, we sold the Qinex Business, which had previously been consolidated into the Industrial Solutions reporting unit.

Upon closing of the sale, we transferred approximately $ 70 million of assets (including allocated goodwill of $ 45 million) and $ 2 million of liabilities to the buyer.

Refer to Note 21:

Acquisitions and Divestitures for additional information on this transaction.

We concluded that these reorganizations have not impacted our reportable or operating segment evaluations.

1 unchanged sentence

We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and formation of these reporting units and determined that they were not impaired.

Refer to Note 21:

Acquisitions for additional information on these acquisitions.

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2021 using a combination of the quantitative and qualitative methods.

Under the qualitative method, we assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value based on various factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, and other relevant factors as applicable.

If the results of the qualitative analysis indicate that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, no further analysis is prepared.

Otherwise, we perform a quantitative analysis under which a discounted cash flow analysis is prepared to determine whether the fair value of the reporting unit is less than its carrying value.

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2022 using a quantitative analysis for each reporting unit, under which a discounted cash flow analysis is prepared to determine whether the fair value of the reporting unit is less than its carrying value.

Based on these analyses, we have determined that as of October 1, 2022, the fair value of each of our reporting units and indefinite-lived intangible assets exceeded their carrying values.

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the timing of our most recent quantitative impairment tests and the relative amount by which a reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation models and the sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or market conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the carrying value of a reporting unit’s net assets from the time of our most recent goodwill impairment test.

We also consider the impact of recent acquisitions in our expectations of the reporting units, and how these acquisitions perform against their original expected performance, as these might put pressure on the reporting units' fair value over carrying value in the short term.

Based on the results of this analysis, we do not consider any of our reporting units to be at risk of failing the goodwill impairment test.

The following tables outline the components of definite-lived intangible assets as of December 31, 2022 and 2021:

Definite-lived intangible assets acquired in our business combinations completed in the fourth quarter of 2021 are included in the table as of December 31, 2021 but are preliminary and are subject to change.

Refer to Note 21:

Acquisitions for details on these definite-lived intangible assets.

As of December 31, 2022

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Completed technologies (2)

13 $ 1,017,911 $ ( 684,181 ) $ ( 2,430 ) $ 331,300

Customer relationships (2)(3)

12 2,092,088 ( 1,586,454 ) ( 12,144 ) 493,490

Tradenames (3)

18 107,577 ( 24,575 ) — 83,002

Capitalized software and other (1)

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__________________________

(1) During the years ended December 31, 2021 and 2020, we wrote-off approximately $ 2.4 million and $ 0.1 million, respectively, of fully-amortized capitalized software that was not in use.

(1) During the year ended December 31, 2022, we retired approximately $ 2.2 million of capitalized software that was not in use, along with approximately $ 0.5 million of associated accumulated amortization.

During the year ended December 31, 2021, we wrote off approximately $ 2.4 million of fully-amortized capitalized software that was not in use.

(2) During the year ended December 31, 2022, we disposed of the Qinex Business, which included approximately $ 4.2 million and $ 26.5 million of fully amortized completed technologies and customer relationships, respectively.

(3) During the year ended December 31, 2022, we wrote-off approximately $ 43.1 million and $ 4.1 million of fully-amortized customer relationships and tradenames, respectively, that were not in use.

The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2022, 2021, and 2020:

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Accrued interest 50,146 45,123

Foreign currency and commodity forward contracts 10,652 5,591

Current portion of operating lease liabilities 9,971 11,035

Accrued severance 8,617 7,233

Foreign currency and commodity forward contracts 5,591 19,627

Current portion of pension and post-retirement benefit obligations 2,504 2,554

4 unchanged sentences

Refer to Note 2:

Significant Accounting Policies for a detailed discussion of our accounting policies related to our pension and other post-retirement benefit plans.

Benefit Plans

The principal retirement plans in the U.S.

include a qualified defined benefit pension plan and a defined contribution plan.

In addition, we provide post-retirement medical coverage and non-qualified benefits to certain employees.

Defined Benefit Pension Plans

The benefits under the qualified defined benefit pension plan are determined using a formula based upon years of service and the highest five consecutive years of compensation.

TI closed the qualified defined benefit pension plan to participants hired after November 1997.

In addition, participants eligible to retire under the TI plan as of April 26, 2006 were given the option of continuing to participate in the qualified defined benefit pension plan or retiring under the qualified defined benefit pension plan and thereafter participating in an enhanced defined contribution plan.

We intend to contribute amounts to the qualified defined benefit pension plan in order to meet the minimum funding requirements of federal laws and regulations, plus such additional amounts as we deem appropriate.

During the year ended December 31, 2021, we contributed $ 3.0 million to the qualified defined benefit pension plan.

We do not expect to contribute to the qualified defined benefit pension plan in fiscal year 2022.

We also sponsor a non-qualified defined benefit pension plan, which is closed to new participants and is unfunded.

Effective January 31, 2012, we froze the defined benefit pension plans and eliminated future benefit accruals.

Defined Contribution Plan

We have one defined contribution plan for U.S.

employees, which provides for an employer matching contribution of up to 4 % of the employee's annual eligible earnings.

The aggregate expense related to the defined contribution plan was $ 5.3 million, $ 4.3 million, and $ 5.5 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Retiree Healthcare Benefit Plan

We offer access to group medical coverage during retirement to some of our U.S.

We make contributions toward the cost of those retiree medical benefits for certain retirees.

The contribution rates are based upon varying factors, the most important of which are an employee’s date of hire, date of retirement, years of service, and eligibility for Medicare benefits.

The balance of the cost is borne by the participants in the plan.

For the year ended December 31, 2021, we did not and do not expect to, receive any amount of Medicare Part D Federal subsidy.

Our projected benefit obligation as of December 31, 2021 and 2020 did not include an assumption for a Federal subsidy.

Benefit Plans

Retirement coverage for non-U.S.

employees is provided through separate defined benefit and defined contribution plans.

Retirement benefits are generally based on an employee’s years of service and compensation.

Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances.

We do not expect to contribute to the non-U.S.

defined benefit plans during 2022.

Impact on Financial Statements

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2021, 2020, and 2019 were as follows:

For the year ended December 31,

2021 2020 2019

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit

Service cost $ — $ 6 $ 4,064 $ — $ 10 $ 3,522 $ — $ 7 $ 2,836

Interest cost 544 77 1,602 762 155 1,466 1,483 203 1,344

Expected return on plan assets ( 887 ) — ( 708 ) ( 1,339 ) — ( 712 ) ( 1,694 ) — ( 702 )

Amortization of net loss/(gain) 1,314 ( 111 ) 1,851 1,184 16 1,204 946 — 766

Amortization of net prior service (credit)/cost — ( 636 ) 9 — ( 1,029 ) 5 — ( 1,306 ) 9

Settlement loss 4,894 — 202 5,026 — 2,712 565 — 1,572

Curtailment (gain)/loss — — ( 623 ) — 530 — — — —

Net periodic benefit cost/(credit) $ 5,865 $ ( 664 ) $ 6,397 $ 5,633 $ ( 318 ) $ 8,197 $ 1,300 $ ( 1,096 ) $ 5,825

Components of net periodic benefit cost/(credit) other than service cost are presented in other, net in the consolidated statements of operations.

Significant Accounting Policies for discussion of our accounting policies related to our pension and other post-retirement benefit plans.

The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2022, 2021, and 2020 were $ 9.1 million, $ 11.6 million, and $ 13.5 million, respectively.

Components of net periodic benefit cost other than service cost are presented in other, net in the consolidated statements of operations.

Refer to Note 6:

The following table outlines the rollforward of the benefit obligation and plan assets for the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2021 and 2020:

The following table presents changes in the benefit obligation and plan assets for our defined benefit and other post-retirement benefit plans in total for the years ended December 31, 2022 and 2021:

For the year ended December 31,

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit

Change in benefit obligation:

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Plan participants’ contributions 562 698

Actuarial loss/(gain) 1,595 ( 863 ) 431 7,526 ( 1,213 ) 13,006

Curtailment (gain)/loss — — ( 1,368 ) — 530 —

Actuarial (gain)/loss ( 11,710 ) 1,163

Curtailment loss/(gain) 466 ( 1,368 )

Benefits paid ( 12,436 ) ( 20,467 )

Divestiture ( 997 ) —

Foreign currency remeasurement ( 6,327 ) ( 7,435 )

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Funded status at end of year $ ( 38,590 ) $ ( 41,312 )

Accumulated benefit obligation at end of year $ 22,417 NA $ 72,796 $ 36,268 NA $ 77,886

The following table outlines the funded status amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020:

As of December 31,

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit

Noncurrent assets $ — $ — $ — $ — $ — $ —

Current liabilities ( 139 ) ( 509 ) ( 1,906 ) ( 1,091 ) ( 586 ) ( 1,821 )

Noncurrent liabilities ( 1,127 ) ( 3,453 ) ( 34,178 ) ( 5,523 ) ( 4,461 ) ( 38,018 )

Funded status $ ( 1,266 ) $ ( 3,962 ) $ ( 36,084 ) $ ( 6,614 ) $ ( 5,047 ) $ ( 39,839 )

Balances recognized within accumulated other comprehensive loss that have not been recognized as components of net periodic benefit cost/(credit), net of tax, as of December 31, 2021, 2020, and 2019 are as follows:

As of December 31,

2021 2020 2019

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit

Net prior service cost/(credit) $ — $ 1,583 $ ( 31 ) $ — $ 1,094 $ ( 20 ) $ — $ 306 $ ( 16 )

Net loss/(gain) $ 15,853 $ ( 709 ) $ 19,695 $ 19,026 $ ( 131 ) $ 22,833 $ 18,780 $ 809 $ 17,151

Information for plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2021 and 2020 is as follows:

As of December 31,

Plans Non-U.S.

Projected benefit obligation $ 22,417 $ 82,132 $ 36,268 $ 88,312

Accumulated benefit obligation $ 22,417 $ 72,796 $ 36,268 $ 77,886

Plan assets $ 21,151 $ 46,048 $ 29,654 $ 48,473

Information for plans with a projected benefit obligation in excess of plan assets as of December 31, 2021 and 2020 is as follows:

As of December 31,

Plans Non-U.S.

Projected benefit obligation $ 26,379 $ 82,132 $ 41,315 $ 88,312

Plan assets $ 21,151 $ 46,048 $ 29,654 $ 48,473

Other changes in plan assets and benefit obligations, net of tax, recognized in other comprehensive income/(loss) for the years ended December 31, 2021, 2020, and 2019 are as follows:

For the year ended December 31,

2021 2020 2019

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit

Net loss/(gain) $ 1,598 $ ( 663 ) $ ( 905 ) $ 4,997 $ ( 928 ) $ 8,425 $ ( 824 ) $ ( 71 ) $ 4,365

Amortization of net (loss)/gain ( 1,010 ) 85 ( 1,337 ) ( 906 ) ( 12 ) ( 839 ) ( 723 ) — ( 539 )

Amortization of net prior service credit/(cost) — 489 ( 7 ) — 562 ( 4 ) — 998 ( 6 )

Settlement effect ( 3,761 ) — ( 155 ) ( 3,845 ) — ( 1,904 ) ( 432 ) — ( 1,100 )

Curtailment effect — — ( 745 ) — 226 — — — —

Total in other comprehensive (income)/loss $ ( 3,173 ) $ ( 89 ) $ ( 3,149 ) $ 246 $ ( 152 ) $ 5,678 $ ( 1,979 ) $ 927 $ 2,720

Assumptions and Investment Policies

Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2021 and 2020 are as follows :

As of December 31,

Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare

assumed discount rate 2.30 % 2.40 % 1.65 % 1.80 %

assumed discount rate 2.21 % NA 1.97 % NA

average long-term pay progression 2.96 % NA 2.93 % NA

Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2021, 2020, and 2019 are as follows:

For the year ended December 31,

2021 2020 2019

Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare

assumed discount rate 2.04 % 1.80 % 2.60 % 2.80 % 3.79 % 3.90 %

assumed discount rate 4.52 % NA 5.53 % NA 5.76 % NA

average long-term rate of return on plan assets 4.00 % NA 4.29 % NA 4.53 % NA

average long-term rate of return on plan assets 1.52 % NA 1.61 % NA 1.77 % NA

average long-term pay progression 4.50 % NA 4.83 % NA 4.43 % NA

Assumed healthcare cost trend rates for the U.S.

retiree healthcare benefit plan as of December 31, 2021, 2020, and 2019 are as follows:

As of December 31,

2021 2020 2019

Assumed healthcare trend rate for next year:

Attributed to less than age 65 5.80 % 6.00 % 6.30 %

Attributed to age 65 or greater 5.90 % 6.30 % 6.70 %

Ultimate trend rate 4.50 % 4.50 % 4.50 %

Year in which ultimate trend rate is reached:

Attributed to less than age 65 2038 2038 2038

Attributed to age 65 or greater 2038 2038 2038

The table below outlines the benefits expected to be paid to participants in each of the following years, taking into consideration expected future service, as appropriate.

The majority of the payments will be paid from plan assets and not company assets.

Expected Benefit Payments

For the year ended December 31, U.S.

Defined Benefit U.S.

Retiree Healthcare Non-U.S.

Defined Benefit

2022 $ 5,524 $ 508 $ 3,715

2023 $ 3,514 $ 433 $ 3,516

2024 $ 2,058 $ 399 $ 3,468

2025 $ 2,382 $ 376 $ 3,960

2026 $ 1,360 $ 345 $ 4,290

2027 - 2031 $ 5,397 $ 1,183 $ 24,998

We hold assets for our defined benefit plans in the U.S., Japan, the Netherlands, and Belgium.

Information about the assets for each of these plans is detailed below.

Refer to Note 18:

Fair Value Measures for additional information related to the level s of the fair value hierarchy in accordance with FASB ASC Topic 820.

Our target asset allocation for the U.S.

defined benefit plan is 83 % fixed income and 17 % equity securities.

To arrive at the targeted asset allocation, we and our investment adviser reviewed market opportunities using historical data, as well as the actuarial valuation for the plan, to ensure that the levels of acceptable return and risk are well-defined and monitored.

The following table presents information about the plan’s target and actual asset allocation, as of December 31, 2021:

Target Allocation Actual Allocation as of December 31, 2021

large cap equity 7 % 11 %

small / mid cap equity 2 % 3 %

Globally managed volatility fund 3 % 3 %

International (non-U.S.) equity 4 % 5 %

Fixed income (U.S.

investment grade) 68 % 71 %

High-yield fixed income 2 % 2 %

International (non-U.S.) fixed income 1 % 1 %

Money market funds 13 % 4 %

The portfolio is monitored for automatic rebalancing on a monthly basis.

The following table presents information about the plan assets measured at fair value as of December 31, 2021 and 2020:

As of December 31,

large cap equity $ 2,245 $ 2,548

small / mid cap equity 627 706

Global managed volatility fund 715 826

International (non-U.S.) equity 1,051 1,362

Total equity mutual funds 4,638 5,442

Fixed income (U.S.

investment grade) 15,090 20,801

High-yield fixed income 479 594

International (non-U.S.) fixed income 201 277

Total fixed income mutual funds 15,770 21,672

Money market funds 743 2,540

Total plan assets $ 21,151 $ 29,654

All fair value measures presented above are categorized in Level 1 of the fair value hierarchy.

Investments in mutual funds are based on the publicly-quoted final net asset values on the last business day of the year.

Permitted asset classes include U.S.

fixed income, cash, and cash equivalents.

Fixed income includes both investment grade and non-investment grade.

Permitted investment vehicles include mutual funds, individual securities, derivatives, and long-duration fixed income securities.

While investments in individual securities, derivatives, long-duration fixed income securities, cash, and cash equivalents are permitted, the plan did not hold these types of investments as of December 31, 2021 and 2020.

Prohibited investments include direct investments in real estate, commodities, unregistered securities, uncovered options, currency exchange contracts, and natural resources (such as timber, oil, and gas).

Japan Plan Assets

The target asset allocation of the Japan defined benefit plan is 50 % fixed income securities, cash, and cash equivalents and 50 % equity securities, with allowance for a 40 % deviation in either direction.

We, along with the trustee of the plan's assets, minimize investment risk by thoroughly assessing potential investments based on indicators of historical returns and current credit ratings.

Additionally, investments are diversified by type and geography.

The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2021:

Target Allocation Actual Allocation as of December 31, 2021

Fixed income securities, cash, and cash equivalents 10 %- 90 %

Equity securities 10 %- 90 %

The following table presents information about the plan assets measured at fair value as of December 31, 2021 and 2020:

As of December 31,

equity $ 3,477 $ 2,736

International (non-U.S.) equity 8,220 6,724

Total equity securities 11,697 9,460

fixed income 2,616 3,091

International (non-U.S.) fixed income 8,803 11,142

Total fixed income securities 11,419 14,233

Cash and cash equivalents 9,782 9,793

Total plan assets $ 32,898 $ 33,486

As of December 31, 2021 and 2020 , all fair value measures presented above are categorized in Level 1 of the fair value hierarchy, with the exception of U.S.

fixed income securities of $ 0.3 million as of December 31, 2020 , which are categorized as Level 2.

The fair values of equity and fixed income securities are based on publicly-quoted closing stock and bond values on the last business day of the year.

Permitted asset classes include equity securities that are traded on the official stock exchange(s) of the respective countries, fixed income securities with certain credit ratings, cash, and cash equivalents.

The Netherlands Plan Assets

The assets of the Netherlands defined benefit plan are insurance policies.

The contributions we make to the plan are used to purchase insurance policies that provide for specific benefit payments to plan participants.

The benefit formula is determined independently by us.

Upon retirement of an individual plan participant, the insurance contracts purchased are converted to provide specific benefits for the participant.

The contributions paid by us are commingled with contributions paid to the insurance provider by other employers for investment purposes and to reduce plan administration costs.

However, this defined benefit plan is not considered a multi-employer plan.

The following table presents information about the plan assets measured at fair value as of December 31, 2021 and 2020:

As of December 31,

Insurance policies $ 11,208 $ 12,905

All fair value measures presented above are categorized in Level 3 of the fair value hierarchy.

The following table presents a rollforward of these assets for the years ended December 31, 2021 and 2020:

Insurance Policies

Balance as of December 31, 2019 $ 10,472

Actual return on plan assets still held at reporting date 1,373

Purchases, sales, settlements, and exchange rate changes 1,060

Balance as of December 31, 2020 12,905

Actual return on plan assets still held at reporting date ( 618 )

Purchases, sales, settlements, and exchange rate changes ( 1,079 )

Balance as of December 31, 2021 $ 11,208

The fair values of the insurance contracts are measured based on the future benefit payments that would be made by the insurance company to vested plan participants if we were to switch to another insurance company without actually surrendering our policy.

In this case, the insurance company would guarantee to pay the vested benefits at retirement accrued under the plan based on current salaries and service to date (i.e., with no allowance for future salary increases or pension increases).

The cash flows of the future benefit payments are discounted using the same discount rate that is applied to value the related defined benefit plan liability.

Belgium Plan Assets

The assets of the Belgium defined benefit plan are insurance policies.

As of December 31, 2021 and 2020 the fair values of these assets were $ 1.6 million and $ 1.5 million, respectively.

These fair value measurements are categorized in Level 3 of the fair value hierarchy.

Accumulated benefit obligation at end of year $ 72,468 $ 95,213

Our long-term debt, net and finance lease and other financing obligations as of December 31, 2022 and 2021 consisted of the following:

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Maturity Date 2022 2021

Term Loan September 20, 2026 $ 451,465 $ 456,096

Term Loan (1)

September 20, 2026 $ 446,834 $ 451,465

4.875 % Senior Notes (2)

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4.375 % Senior Notes

February 15, 2030 450,000 450,000

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April 15, 2029 1,000,000 1,000,000

5.875 % Senior Notes

September 1, 2030 500,000 —

debt discount, net of premium ( 3,360 ) ( 5,207 )

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current portion (1)

( 254,630 ) ( 4,630 )

Long-term debt, net $ 3,958,928 $ 4,214,946

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_______________________________

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

As a result, these notes were classified in current portion of debt on our consolidated balance sheet as of December 31, 2020.

There were no outstanding borrowings on our $ 420.0 million revolving credit facility (the "Revolving Credit Facility") as of December 31, 2021 and 2020.

(1) On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our Term Loan balance.

Accordingly, that portion of the term loan principal balance has been presented in current portion of long-term debt on our consolidated balance sheet as of December 31, 2022.

(2) The 4.875 % Senior Notes were redeemed on September 28, 2022.

Fiscal year 2022 transactions

On June 23, 2022, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc.

("STI"), Sensata Technologies Intermediate Holding B.V.

("STIHBV"), and Sensata Technologies B.V.

(“STBV”), entered into an amendment (the “Eleventh Amendment”) to (i) the credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement”), and (ii) the Foreign Guaranty, dated as of May 12, 2011.

Refer to discussion under the heading Secured Credit Facility below for additional information regarding the Eleventh Amendment.

On August 29, 2022, STBV completed the issuance and sale of $ 500.0 million aggregate principal amount of 5.875 % senior notes due 2030 (the " 5.875 % Senior Notes").

The 5.875 % Senior Notes bear interest at 5.875 % per year and mature on September 1, 2030.

Interest is payable semi-annually on September 1 and March 1 of each year, commencing on March 1, 2023.

The 5.875 % Senior Notes were issued under an indenture dated as of August 29, 2022, among STBV, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the " 5.875 % Senior Notes Indenture").

The 5.875 % Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STI and an issuer or a guarantor under our existing senior notes as follows:

STBV's $ 400.0 million aggregate principal amount of 5.625 % senior notes due 2024 (the " 5.625 % Senior Notes"), $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes"), and $ 1.0 billion aggregate principal amount of 4.0 % senior notes due 2029 (the " 4.0 % Senior Notes");

and STI's $ 450.0 million aggregate principal amount of 4.375 % senior notes due 2030 (the " 4.375 % Senior Notes") and $ 750 million aggregate principal amount of 3.75 % senior notes due 2031 (the " 3.75 % Senior Notes").

Refer to discussion under the heading Senior Notes below for additional information regarding the issuance of the 5.875 % Senior Notes.

On September 28, 2022, we redeemed in full the $ 500.0 million aggregate principal amount outstanding on our 4.875 % senior notes due 2023 (the " 4.875 % Senior Notes") in accordance with the terms of the indenture under which the 4.875 % Senior Notes were issued, at a price of 101.0 % of the aggregate principal amount of the outstanding 4.875 % Senior Notes (which includes the applicable premium), plus accrued and unpaid interest to (but not including) the redemption date.

Fiscal Year 2021 transactions

On March 5, 2021, we redeemed the $ 750.0 million aggregate principal amount outstanding on the 6.25 % senior notes due 2026 (the " 6.25 % Senior Notes") in accordance with the terms of the indenture under which the 6.25 % Senior Notes were issued and the terms of the notice of redemption, at a redemption price equal to 103.125 % of the aggregate principal amount of the outstanding 6.25 % Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.

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

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

On April 8, 2021, STBV completed the issuance and sale of an additional $ 250.0 million in aggregate principal amount of 4.0 % senior notes due 2029, which were priced at 100.75 % and were issued pursuant to the 4.0 % Senior Notes Indenture, as supplemented by the First Supplemental Indenture, dated as of April 8, 2021, among STBV, the Guarantors, and the Trustee.

The 4.0 % senior notes due 2029 issued in March 2021 have the same terms as those issued in April 2021, other than with respect to the date of issuance and the issue price.

The two issuances of 4.0 % senior notes are consolidated and form a single class of 4.0 % Senior Notes due 2029.

Refer to discussion under the heading Senior Notes below for additional information regarding these transactions.

Secured Credit Facility

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 under which additional secured credit facilities could be issued under certain circumstances.

The Credit Agreement provides for the Senior Secured Credit Facilities, consisting of a term loan facility (the "Term Loan"), a revolving credit facility, and incremental availability under which additional secured credit facilities could be issued under certain circumstances.

All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by certain of our subsidiaries and secured by substantially all present and future property and assets of STBV and its guarantor subsidiaries.

On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement as follows:

(i) increased the aggregate principal amount of the revolving credit facility under the Credit Agreement (the "Revolving Credit Facility") to $ 750.0 million;

(ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the Term Loan is not refinanced with a maturity date that is on or after June 23, 2027);

(iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions;

(iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S.

dollars, an interest rate based on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York and (b) for revolving credit loans denominated in pounds sterling, an interest rate based on the Sterling Overnight Index Average ("SONIA");

and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder.

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 the outstanding borrowings under the Senior Secured Credit Facilities.

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The principal amount of the Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0 % of the aggregate principal amount of the Term Loan upon completion of the tenth amendment of the Credit Agreement entered into on September 20, 2019 (the "Tenth Amendment,") with the balance due at maturity.

In accordance with the terms of the Credit Agreement, the Term Loan may, at our option, be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

In accordance with the terms of the Credit Agreement, as of December 31, 2022, the Term Loan may, at our option, be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

The interest rate margins for the Term Loan are fixed at, and as of December 31, 2022 were, 0.75 % and 1.75 % for Base Rate loans and Eurodollar Rate loans, respectively, subject to floors of 1.00 % and 0.00 % for Base Rate loans and Eurodollar Rate loans, respectively.

As of December 31, 2022, we maintained the Term Loan as a Eurodollar Rate loan, which accrued interest at 5.87 %.

On January 4, 2023, we entered into an amendment to the Credit Agreement (the “Twelfth Amendment”) that will change the referenced rates related to the Term Loan to the SOFR and SONIA, effective in April 2023.

Revolving Credit Facility

In accordance with the terms of the Credit Agreement, borrowings under the Revolving Credit Facility may, at our option, be maintained from time to time as Base Rate loans, Eurodollar Rate loans, or EURIBOR loans (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

In accordance with the terms of the Credit Agreement, borrowings under the Revolving Credit Facility may, at our option, be maintained from time to time as Base Rate loans, Term SOFR loans, or Daily Simple SONIA loans (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

The interest rate margins and letter of credit fees under the Revolving Credit Facility are as follows (each depending on our senior secured net leverage ratio):

(i) the interest rate margin for Base Rate loans range from 0.00 % to 0.50 %;

(ii) the interest rate margin for Eurodollar Rate and EURIBOR loans range from 1.00 % to 1.50 %;

(ii) the interest rate margin for Term SOFR and Daily Simple SONIA loans range from 1.00 % to 1.50 %;

and (iii) the letter of credit fees range from 0.875 % to 1.375 %.

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Availability under the Revolving Credit Facility may be borrowed, repaid, and re-borrowed to fund our working capital needs and for other general corporate purposes.

Fiscal Year 2021 transactions

6.25% Senior Notes Redemption

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

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

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

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

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

4.0% Senior Notes

On March 29, 2021, our indirect, wholly-owned subsidiary, Sensata Technologies B.V.

("STBV"), completed the issuance and sale of $ 750.0 million aggregate principal amount of 4.0 % senior notes due 2029 (the " 4.0 % Senior Notes").

The 4.0 % Senior Notes were issued under an indenture dated as of March 29, 2021 among STBV, as issuer, The Bank of New York Mellon, as trustee (the "Trustee"), and our guarantor subsidiaries (the "Guarantors") named therein (the " 4.0 % Senior Notes Indenture").

The 4.0 % Senior Notes bear interest at 4.0 % per year and mature on April 15, 2029.

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

The 4.0 % Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the Senior Secured Credit Facilities of STBV's wholly-owned subsidiary Sensata Technologies, Inc.

("STI") and the issuer or a guarantor under our existing senior notes as follows:

STBV's $ 500.0 million aggregate principal amount of 4.875 % senior notes due 2023 (the “4.875% Senior Notes”), $ 400.0 million aggregate principal amount of 5.625 % senior notes due 2024 (the "5.625% Senior Notes"), and $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2025 (the "5.0% Senior Notes");

and STI's $ 450.0 million aggregate principal amount of 4.375 % senior notes due 2030 (the “4.375% Senior Notes”) and $ 750.0 million aggregate principal amount of 3.75 % senior notes due 2031 (the “3.75% Senior Notes”).

On April 8, 2021, STBV completed the issuance and sale of an additional $ 250.0 million in aggregate principal amount of 4.0% Senior Notes (the “Additional Notes”).

The Additional Notes were priced at 100.75 % and were issued pursuant to the 4.0% Senior Notes Indenture, as supplemented by the First Supplemental Indenture, dated as of April 8, 2021, among STBV, the Guarantors, and the Trustee.

The Additional Notes are consolidated and form a single class with the $ 750.0 million aggregate principal amount of 4.0% Senior Notes issued by STBV on March 29, 2021 (the “Initial Notes”).

The Additional Notes have the same terms as the Initial Notes, other than with respect to the date of issuance and the issue price.

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

Fiscal year 2020 transactions

On April 1, 2020, in order to enhance our financial flexibility given the general uncertainty associated with the COVID-19 pandemic, we withdrew $ 400.0 million from the Revolving Credit Facility.

On August 17, 2020, we repaid these borrowings using a portion of the proceeds from issuance of $ 750.0 million aggregate principal amount of the 3.75% Senior Notes issued by STI.

We have various tranches of senior notes outstanding as of December 31, 2021.

We have various tranches of senior unsecured notes outstanding as of December 31, 2022.

Information regarding these senior notes (together, the "Senior Notes") is included in the following table.

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Issue price 100.000 % 100.000 % 100.000 % 100.000 % Various (1)

Issuer STBV STBV STBV STI STI STBV

Issue date April 2013 October 2014 March 2015 September 2019 August 2020 Various (1)

Interest due April 15 May 1 April 1 February 15 February 15 April 15

Interest due October 15 November 1 October 1 August 15 August 15 October 15

Issuer STBV STBV STI STI STBV STBV

Issue date October 2014 March 2015 September 2019 August 2020 Various (1)

Interest due May 1 April 1 February 15 February 15 April 15 September 1

Interest due November 1 October 1 August 15 August 15 October 15 March 1

__________________________

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On April 8, 2021, we issued $ 250.0 million of 4.0 % Senior Notes that were priced at 100.75 %.

Except as described below with respect to the 3.75% Senior Notes, the 4.375% Senior Notes, and the 4.0% Senior Notes, at any time, and from time to time, we may optionally redeem the Senior Notes, in whole or in part, at a price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, plus a "make-whole" premium set forth in the relevant Senior Notes Indenture.

Redemption - General

Upon the occurrence of certain specific change in control events, we will be required to offer to repurchase the Senior Notes at 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

If changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of any of the Senior Notes or the guarantees thereof, we may, at our option, redeem the relevant 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, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the relevant Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

Except as described below with respect to the 4.375% Senior Notes, 3.75% Senior Notes, the 4.0% Senior Notes, and the 5.875% Senior Notes, at any time, and from time to time, we may optionally redeem the Senior Notes, in whole or in part, at a price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, plus a "make-whole" premium set forth in the relevant Senior Notes Indenture.

Redemption - 4.375% Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 4.375% Senior Notes on or after November 15, 2029.

Redemption - 3.75% Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 3.75% Senior Notes on or after February 15, 2026.

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2028 and thereafter 100.000 %

Redemption - 4.0% Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 4.0% Senior Notes on or after April 15, 2024.

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

Upon the occurrence of certain specific change in control events, we will be required to offer to repurchase the notes at 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Redemption - 5.875% Senior Notes

At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 5.875% 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 September 1, 2025, STBV may redeem the 5.875% 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 September 1, Price

2025 102.398 %

2026 101.469 %

2027 and thereafter 100.000 %

In addition, at any time prior to September 1, 2025, STBV may redeem up to 40 % of the principal amount of the outstanding 5.875% Senior Notes (including additional 5.875% 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 105.875 %, 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 5.875% Senior Notes (including additional 5.875% Senior Notes, if any) remains outstanding immediately after each such redemption.

The obligations of the issuers of the Senior Notes are guaranteed by STBV and all of its subsidiaries (excluding the company that is the issuer of the relevant Senior Notes) that guarantee the obligations of STI under the Credit Agreement (after giving effect to the Guarantees Release pursuant to the Tenth Amendment).

The Released Guarantors are not guarantors of the 3.75% Senior Notes or the 4.375% Senior Notes, and upon consummation of the Tenth Amendment, the guarantees of the Released Guarantors with respect to the other Senior Notes were released.

Events of Default

The Senior Notes Indentures provide for events of default that include, among others, nonpayment of principal or interest when due, breach of covenants or other provisions in the relevant Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and the cessation of the full force and effect of the guarantees of significant subsidiaries.

Generally, if an event of default occurs, the trustee or the holders of at

least 25 % in principal amount of the then outstanding Senior Notes issued under the relevant Senior Notes Indenture may declare the principal of, and accrued but unpaid interest on, all of the relevant Senior Notes to be due and payable immediately.

Generally, if an event of default occurs, the trustee or the holders of at least 25 % in principal amount of the then outstanding Senior Notes issued under the relevant Senior Notes Indenture may declare the principal of, and accrued but unpaid interest on, all of the relevant Senior Notes to be due and payable immediately.

All provisions regarding remedies in an event of default are subject to the relevant Senior Notes Indenture.

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• pay dividends and make other restricted payments;

• enter into certain burdensome contractual obligations.

• or enter into certain burdensome contractual obligations.

In addition, under the Credit Agreement, STBV and its subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0 :1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 20 % of the commitments under the Revolving Credit Facility.

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The Senior Notes Indentures contain restrictive covenants (subject to important exceptions and qualifications set forth in the Senior Notes Indentures) that limit the ability of STBV and its subsidiaries to, among other things:

• incur liens;

incur or guarantee indebtedness without guaranteeing the Senior Notes;

engage in sale and leaseback transactions;

• effect mergers or consolidations, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of STBV and its subsidiaries.

or effect mergers or consolidations, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of STBV and its subsidiaries.

Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by Standard & Poor's Rating Services or Moody's Investors Service, Inc.

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STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under the Credit Agreement.

Specifically, the Credit Agreement prohibits STBV from paying

dividends or making distributions to its parent companies except for purposes that include, but are not limited to, the following:

Specifically, the Credit Agreement prohibits STBV from paying dividends or making distributions to its parent companies except for purposes that include, but are not limited to, the following:

• customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent companies incurred in the ordinary course of business, provided that such amounts, in the aggregate, do not exceed $ 20.0 million in any fiscal year;

• dividends and other distributions in an aggregate amount not to exceed $ 200.0 million plus certain amounts, including the retained portion of excess cash flow, but only insofar as no default or event of default exists and the senior secured net leverage ratio is less than 2.0 :1.0 calculated on a pro forma basis;

• so long as no default or an event of default exists, dividends and other distributions in an aggregate amount not to exceed $ 50.0 million in any calendar year (with the unused portion in any year being carried over to succeeding years) plus unlimited additional amounts but only insofar as the senior secured net leverage ratio is less than 2.5 :1.0 calculated on a pro forma basis;

unlimited additional amounts but only insofar as the senior secured net leverage ratio is less than 2.5 :1.0 calculated on a pro forma basis;

• other dividends and other distributions in an aggregate amount not to exceed $ 150.0 million, so long as no default or event of default exists.

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Accounting for Debt Financing Transactions

In the year ended December 31, 2022, in connection with the entry into the Eleventh Amendment, we recognized $ 2.7 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.

In connection with the issuance of the 5.875% Senior Notes, we capitalized $ 6.1 million of deferred financing costs, which are presented on the consolidated balance sheets as a reduction of long-term debt.

In connection with the redemption of the 4.875% Senior Notes, we recognized a loss of $ 5.5 million, presented in other, net, related to the write-off of unamortized deferred financing costs and debt discounts.

In the year ended December 31, 2021, in connection with the early redemption of the 6.25% Senior Notes, we recognized a loss of $ 30.1 million, which primarily reflects payment of $ 23.4 million for the early redemption premium, with the remaining loss representing write-off of debt discounts and deferred financing costs.

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In the year ended December 31, 2020, in connection with the entry into the 3.75% Senior Notes, we incurred $ 8.4 million of related third-party costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.

In the year ended December 31, 2019, in connection with the entry into the Ninth Amendment, we incurred $ 2.4 million of creditor fees and related third-party costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.

In the year ended December 31, 2019, in connection with of the issuance of the 4.375% Senior Notes, the entry into the Tenth Amendment, and the subsequent partial repayment of the Term Loan, we recognized a loss of $ 4.4 million, presented in the other, net line of our consolidated statements of operations, as well as $ 5.0 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.

Refer to Note 2:

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The following table presents the remaining mandatory principal repayments of long-term debt, excluding finance lease payments, other financing obligations, and discretionary repurchases of debt, in each of the years ended December 31, 2023 through 2027 and thereafter.

On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our Term Loan, which has been reflected below as paid in 2023.

For the year ended December 31, Aggregate Maturities

2023 $ 254,630

Thereafter 2,700,000

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Officers and Directors:

Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities, including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or

proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate.

The articles do not provide a limit to the maximum future payments, if any, under the indemnification.

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As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions.

estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected.

A best estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected.

Pending Litigation and Claims:

1 unchanged sentence

Shareholders' Equity

Cash Dividends

In the year ended December 31, 2022, we paid three quarterly dividends totaling $ 0.33 per share, or $ 51.1 million in the aggregate.

Treasury Shares

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At the time of this announcement, approximately $ 302.3 million remained available under this program.

We resumed repurchasing shares under the July 2019 Program in November 2021, and for the year ended December 31, 2021, we repurchased approximately 0.8 million shares for $ 47.8 million (an average price per share of $ 59.28 ).

We resumed repurchasing shares under the July 2019 Program in November 2021, and during the year ended December 31, 2021, we repurchased approximately 0.8 million shares for $ 47.8 million (an average price of $ 59.28 per share).

As of December 31, 2021, approximately $ 254.5 million remained available under the July 2019 Program.

On January 20, 2022, we announced that our Board of Directors had authorized a new ordinary share repurchase program of $ 500.0 million (the “January 2022 Program”), which replaces the July 2019 Program.

Sensata’s shareholders have previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.

On January 20, 2022, we announced that our Board of Directors had authorized a new $ 500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the July 2019 Program.

Sensata’s shareholders had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.

During the year ended December 31, 2022, we repurchased approximately 6.3 million shares for $ 292.3 million (an average price of $ 46.08 per share).

As of December 31, 2022, approximately $ 224.5 million remained available for repurchase under the January 2022 Program.

Accumulated Other Comprehensive Loss

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Balance as of December 31, 2022 $ 15,665 $ ( 31,929 ) $ ( 16,264 )

The details of the components of other comprehensive income/(loss), net of tax, for the years ended December 31, 2021, 2020, and 2019 are as follows:

The components of other comprehensive (loss)/income, net of tax, for the years ended December 31, 2022, 2021, and 2020 were as follows:

For the year ended December 31,

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Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total

Other comprehensive income/(loss) before reclassifications $ 23,883 $ ( 30 ) $ 23,853 $ ( 17,738 ) $ ( 12,494 ) $ ( 30,232 ) $ 28,795 $ ( 3,470 ) $ 25,325

Other comprehensive (loss)/income before reclassifications $ 37,957 $ 1,597 $ 39,554 $ 23,883 $ ( 30 ) $ 23,853 $ ( 17,738 ) $ ( 12,494 ) $ ( 30,232 )

Amounts reclassified from accumulated other comprehensive loss ( 39,123 ) 2,865 ( 36,258 ) ( 319 ) 6,441 6,122 ( 5,541 ) 6,722 1,181

Other comprehensive income/(loss) $ 23,564 $ 6,411 $ 29,975 $ ( 23,279 ) $ ( 5,772 ) $ ( 29,051 ) $ 7,362 $ ( 1,668 ) $ 5,694

Other comprehensive (loss)/income $ ( 1,166 ) $ 4,462 $ 3,296 $ 23,564 $ 6,411 $ 29,975 $ ( 23,279 ) $ ( 5,772 ) $ ( 29,051 )

The amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2022, 2021, and 2020 were as follows:

Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss

Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss

For the year ended December 31, Affected Line in Consolidated Statements of Operations

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Derivative Instruments and Hedging Activities for additional information related to amounts to be reclassified from accumulated other comprehensive loss in future periods.

(2) Refer to Note 13:

Pension and Other Post-Retirement Benefits for additional information related to net periodic benefit cost.

The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented:

December 31, 2021 December 31, 2020

As of December 31,

Operating lease right-of-use assets:

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Finance leases $ 284 $ —

The table below presents our total lease cost for the years ended December 31, 2021, 2020, and 2019 (short-term lease cost was not material for the years ended December 31, 2021, 2020, and 2019):

The table below presents our total lease cost for the years ended December 31, 2022, 2021, and 2020 (short-term lease cost was not material for any of the years presented):

For the year ended December 31,

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The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2022:

Operating Leases Finance Leases

Year ending December 31,

Year ending December 31, Operating Leases Finance Leases

2023 $ 12,577 $ 3,845

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Measured on a Recurring Basis

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

Our assets and liabilities measured at fair value on a recurring basis as of as of December 31, 2022 and 2021 are shown in the below table.

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

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As a result, we have determined that our derivatives in their entirety are classified in Level 2 in the fair value hierarchy.

As of December 31, 2021, we held a $ 50.0 million investment in Quanergy Series B Preferred Stock (the "Series B Investment").

The Series B Investment did not have a readily determinable fair value and was held using the measurement alternative prescribed in FASB ASC Topic 321.

On February 8, 2022, Quanergy merged with CITIC Capital Acquisition Corp, a special purpose acquisition corporation.

On February 9, 2022, Quanergy was listed on the NYSE under the ticker symbol QNGY.

Upon completion of the merger, our investment in Quanergy was $ 75.1 million, consisting of a $ 50.0 million investment in common shares converted from the Series B Investment, a $ 7.5 million private investment in public equity, and 2.5 million warrants with a fair value of $ 17.6 million, each of which represented the right to purchase one common share of Quanergy at a price of $ 0.01 per share.

We subsequently converted these warrants to common shares.

On October 6, 2022, Quanergy executed a 1-to-20 reverse stock split.

Upon execution of the reverse stock split, our holdings of Quanergy common stock declined to approximately 0.4 million shares.

As of December 31, 2022, the share price of Quanergy was $ 0.11 per share and we have marked the full investment to approximately zero , resulting in a mark-to-market loss of $ 75.1 million in the year ended December 31, 2022, which was recorded in other, net.

Refer to Note 6:

Other, Net for details of the components of other, net.

Measured on a Nonrecurring Basis

Effective July 1, 2021, we reorganized our Sensing Solutions operating segment, which resulted in realignment of our reporting units.

As a result of this reorganization, our electrical protection product category that includes high voltage contactors, inverters, and battery management systems was moved to a new reporting unit, Clean Energy Solutions.

The remaining portions of our Electrical Protection, Industrial Sensing, Power Management, and Interconnection reporting units were consolidated into a new reporting unit, Industrial Solutions.

This reorganization had no impact on our Aerospace reporting unit.

We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and determined that they were not impaired.

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2022.

Based on these analyses, we determined that they were not impaired.

We concluded that Sensata Insights was a separate reporting unit from HVOR.

Accordingly, as of December 31, 2021, we had six reporting units, Automotive, HVOR, Sensata Insights, Industrial Solutions, Aerospace, and Clean Energy Solutions.

We concluded that these reorganizations have not impacted our reportable or operating segment evaluations.

We reassigned assets and liabilities, including goodwill, to these new reporting units as required by FASB ASC Topic 350.

Refer to Note 11:

Acquisitions for additional information related to these acquisitions.

Goodwill and Other Intangible Assets, Net for additional information.

Based on these analyses, we determined that they were not impaired.

As of December 31, 2022, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or other indefinite-lived intangible assets.

In July 2022, we sold the Qinex Business.

We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

Refer to Note 21:

Goodwill and Other Intangible Assets, Net for additional information.

Acquisitions and Divestitures for additional information.

Financial Instruments Not Recorded at Fair Value

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Quanergy Systems, Inc.

$ 50,000 $ 50,000

Other 15,000 15,000

Total $ 15,000 $ 65,000

On June 22, 2021, Quanergy Systems, Inc.

("Quanergy") announced that it had entered into a definitive business combination agreement with CITIC Capital Acquisition Corp ("CITIC") (NYSE:

On July 16, 2021, CITIC filed a Registration Statement on Form S-4 with the U.S.

Securities and Exchange Commission (the "SEC"), the effectiveness of which was a condition to closing of the business combination.

At December 31, 2021, we assessed our investment in Quanergy based on the proposed terms of the business combination agreement and concluded that there were no indicators of impairment.

On January 6, 2022, the related Registration Statement on Form S-4 was declared effective by the SEC.

An Extraordinary General Meeting of shareholders of CITIC was held on January 31, 2022 at which time the business combination was approved.

The business combination closed on February 8, 2022.

Beginning on February 9, 2022, the combined company, which retained the name "Quanergy Systems, Inc.," was listed on the NYSE under the ticker symbol QNGY.

Accordingly, we will begin marking our investment in Quanergy to market each reporting period.

_________________________

(1) As of December 31, 2022, Quanergy is no longer classified as an equity investment without a readily determinable fair value.

See additional discussion under the heading Quanergy included elsewhere in this Note.

Derivative Instruments and Hedging Activities

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37.0 EUR December 28, 2022 January 31, 2023 Euro ("EUR") to USD 1.07 USD Not designated

371.2 EUR Various from February 2020 to December 2021 Various from January 2022 to December 2023 EUR to USD 1.19 USD Cash flow hedge

364.0 EUR Various from January 2021 to December 2022 Various from January 2023 to December 2024 EUR to USD 1.11 USD Cash flow hedge

402.0 CNY December 27, 2022 January 31, 2023 USD to Chinese Renminbi ("CNY") 6.96 CNY Not designated

255.6 CNY October 21, 2021 Various from January 2022 to December 2022 USD to CNY 6.54 CNY Cash flow hedge

655.0 JPY December 28, 2022 January 31, 2023 USD to Japanese Yen ("JPY") 133.01 JPY Not designated

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83.0 MXN December 28, 2022 January 31, 2023 USD to Mexican Peso ("MXN") 19.53 MXN Not designated

3,332.5 MXN Various from February 2020 to December 2021 Various from January 2022 to December 2023 USD to MXN 22.29 MXN Cash flow hedge

3,431.8 MXN Various from January 2021 to December 2022 Various from January 2023 to December 2024 USD to MXN 22.19 MXN Cash flow hedge

6.3 GBP December 28, 2022 January 31, 2023 British Pound Sterling ("GBP") to USD 1.21 USD Not designated

56.5 GBP Various from February 2020 to December 2021 Various from January 2022 to December 2023 GBP to USD 1.35 USD Cash flow hedge

58.9 GBP Various from January 2021 to December 2022 Various from January 2023 to December 2024 GBP to USD 1.26 USD Cash flow hedge

__________________________

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Silver 972,101 troy oz.

January 2022 - December 2023 $ 24.62

January 2023 to November 2024 $ 23.24

Gold 7,894 troy oz.

January 2022 - December 2023 $ 1,826.83

Nickel 262,706 pounds January 2022 - December 2023 $ 8.25

Aluminum 3,906,813 pounds January 2022 - December 2023 $ 1.11

Copper 6,705,953 pounds January 2022 - December 2023 $ 4.20

January 2023 to November 2024 $ 1,861.63

Nickel 236,860 pounds January 2023 to November 2024 $ 10.88

Aluminum 4,310,163 pounds January 2023 to November 2024 $ 1.22

Copper 8,271,686 pounds January 2023 to November 2024 $ 4.07

Platinum 10,820 troy oz.

January 2022 - December 2023 $ 1,034.81

January 2023 to November 2024 $ 986.14

Palladium 1,355 troy oz.

January 2022 - December 2023 $ 2,378.28

January 2023 to November 2024 $ 2,215.19

Financial Instrument Presentation

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The following tables present the effect of our derivative financial instruments on the consolidated statements of operations and the consolidated statements of comprehensive income for the years ended December 31, 2022 and 2021:

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

Derivatives designated as hedging instruments Amount of Deferred Gain/(Loss) 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

For the year ended December 31, For the year ended December 31,

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Significant Accounting Policies .

The Performance Sensing segment serves the automotive and HVOR industries through its development and manufacture of sensors, high-voltage solutions (i.e.

electrical protection components), and other solutions that are used in mission-critical systems and applications.

Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust management.

Our products are used in subsystems that, among other things, improve operating performance and efficiency, contribute to environmentally sustainable and safe solutions, and provide data-driven insight, connectivity, and prognostics to commercial fleet operators and asset managers.

Sensing Solutions primarily serves the industrial and aerospace industries through development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including

the appliance, HVAC, semiconductor, factory automation, water management, and charging infrastructure markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.

These products are used in subsystems that, among other things, improve operating performance and efficiency, contribute to environmentally sustainable and safe solutions, and provide data-driven insight, connectivity, and prognostics to commercial fleet operators and asset managers.

For fleet transportation and logistics customers and end users, the Performance Sensing Segment provide hardware and services that enable a variety of end-use applications, including vehicle tracking and on-board vehicle diagnostic data to monitor vehicle health;

the provision of vehicle data to enable usage-based insurance offerings;

cargo capacity data for trailers that increase the operational efficiency of fleets;

video telematics offerings that provide event analysis and in-cab monitoring to prevent and lower the cost of incidents;

and visibility to where assets are located across the supply chain.

The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

Some of the products and solutions the segment sells include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers, battery management systems, operator controls, and power conversion systems.

Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current ("DC") power to alternating current ("AC") power.

The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the years ended December 31, 2022, 2021, and 2020:

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Net revenue $ 4,029,262 $ 3,820,806 $ 3,045,578

__________________________

(1) Beginning in the year ended December 31, 2022, we adjusted our product categories to better reflect how we currently view our products.

Vehicle area networks and data collection devices and software, products used in our Sensata INSIGHTS business, have been recast from the sensors product category to the other product category.

As a result, approximately $ 74.7 million of revenue in the year ended December 31, 2021 has been recast in the table above from the sensors product category to other.

There was no revenue related to these products in the year ended December 31, 2020.

The other product category included $ 173.3 million of revenue related to the Sensata INSIGHTS business in the year ended December 31, 2022

The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2022, 2021, and 2020:

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(1) Included within corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in acquisitions and accelerated depreciation recognized in connection with restructuring actions.

We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with these acquisitions or accelerated depreciation related to restructuring actions to our segments.

We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and

intangible assets associated with these acquisitions or accelerated depreciation related to restructuring actions to our segments.

This treatment is consistent with the financial information reviewed by our chief operating decision maker.

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Property, plant and equipment, net $ 840,819 $ 820,933

On April 1, 2021, we completed the acquisition of all of the equity interests in Xirgo, a leading telematics and data insights provider across the fleet transportation and logistics segments, headquartered in Camarillo, California, for an aggregate cash purchase price of $ 401.7 million.

In addition to the aggregate purchase price, we paid $ 7.0 million of cash at closing related to an employee retention arrangement, which is reflected as an operating cash outflow on our consolidated statements of cash flows.

The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Insights megatrend initiative, and greatly expands our ability to provide data insights to fleet transportation and logistics customers, by serving telematics service providers, fleet management solution providers, and fleet operators themselves.

Acquisitions and Divestitures

The following discussion relates to our acquisitions during the years ended December 31, 2022 and 2021.

Refer to Note 11:

Goodwill and Other Intangible Assets, Net for additional discussion of our consolidated goodwill and other intangible assets, net balances.

On April 1, 2021, we acquired all of the equity interests in Xirgo, a leading telematics and data insights provider across the fleet transportation and logistics segments, headquartered in Camarillo, California, for an aggregate cash purchase price of $ 401.7 million.

The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Insights/IoT megatrend initiative, and greatly expands our ability to provide data insights to fleet transportation and logistics customers, by serving telematics service providers, fleet management solution providers, and fleet operators themselves.

Xirgo brings a comprehensive suite of telematics and asset tracking devices, cloud-based data insight solutions, as well as emerging cargo capacity and video sensing applications and data services.

We are integrating Xirgo into our Performance Sensing reportable segment.

The allocation of the purchase price related to this acquisition was finalized in the fourth quarter of 2021.

On November 19, 2021, we acquired all of the equity interests in Spear Power Systems ("Spear"), a leader in electrification solutions that supports our newly established Clean Energy Solutions business unit, for an aggregate purchase price of $ 113.7 million, subject to certain post-closing items, including a contingent consideration arrangement whereby we may be required to pay up to an additional $ 30.0 million to the selling shareholders.

Using a present value technique, we estimated the acquisition-date fair value of the contingent consideration arrangement to be $ 8.6 million, which is reflected in the aggregate purchase price.

In the year ended December 31, 2022, we evaluated updated financial forecasts and determined that the fair value of the contingent consideration arrangement as of December 31, 2022 is zero .

Accordingly, a gain of $ 8.6 million for the year ended December 31, 2022 was recognized in earnings and presented in restructuring and other charges, net .

We are integrating Spear into the Sensing Solutions reportable segment.

Spear is headquartered in Grandview, Missouri, and develops next generation scalable lithium-ion battery storage systems for demanding land, sea, and air applications.

The acquisition of Spear advances Sensata’s Electrification portfolio and strategy into new clean energy markets.

Spear expands on Sensata’s acquisition of Lithium Balance in battery management systems and GIGAVAC in high-voltage contactors and provides energy storage solutions for OEMs and system integrators in fast-growing end markets that offer significant growth opportunities.

The allocation of the purchase price related to this acquisition was finalized in the fourth quarter of 2022.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

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Fair value of net assets acquired $ 113,684

The goodwill recognized as a result of this acquisition was approximately $ 164.3 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The amount of goodwill recognized that is expected to be deductible for tax purposes is not material.

The goodwill recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

This goodwill will not be deductible for tax purposes.

In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

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Total definite-lived intangible assets acquired $ 30,500 12

The definite-lived intangible assets were valued using the income approach.

These definite-lived intangible assets were valued using the income approach.

We primarily used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships.

These valuation methods incorporate assumptions including expected discounted future net cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships.

On November 19, 2021, we acquired all of the equity interests in Spear Power Systems ("Spear"), a leader in electrification solutions that supports our newly established Clean Energy Solutions business unit, for an aggregate purchase price of $ 114.4 million, subject to certain post-closing items, including the discounted present value of contingent consideration of $ 8.6 million, which is recorded as a liability on our consolidated balance sheet as of December 31, 2021.

Spear is headquartered in Grandview, Missouri, and develops next generation scalable lithium-ion battery storage systems for demanding land, sea, and air applications.

The acquisition of Spear advances Sensata’s Electrification portfolio and strategy into new clean energy markets.

Spear expands on Sensata’s acquisition of Lithium Balance in battery management systems and GIGAVAC in high-voltage contactors and provides energy storage solutions for OEMs and system integrators in fast-growing end-markets that offer significant growth opportunities.

We are integrating Spear into our Sensing Solutions Segment.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

On November 19, 2021, we acquired all of the equity interests of SmartWitness, an innovator of video telematics technology for heavy- and light-duty fleets, for an aggregate cash purchase price of $ 205.5 million, including $ 204.2 million of cash paid at closing, subject to certain post-closing items.

In addition to the aggregate purchase price, we paid $ 8.6 million of cash at closing related to an employee retention arrangement.

We are integrating SmartWitness into the Performance Sensing reportable segment.

SmartWitness is headquartered in Schaumburg, Illinois and expands the capabilities of Sensata INSIGHTS into high growth video telematics applications, providing access to applications that will drive adoption of traditional and video telematics solutions.

The allocation of the purchase price related to this acquisition was finalized in the fourth quarter of 2022.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 6,106

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Other intangible assets 76,800

Deferred income tax assets 1,444

Other assets 115

Deferred income tax liabilities ( 17,920 )

Other long-term liabilities ( 100 )

Fair value of net assets acquired, excluding cash and cash equivalents 195,972

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Fair value of net assets acquired $ 205,490

The allocation of purchase price of Spear is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets.

The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed.

The preliminary goodwill recognized as a result of this acquisition was approximately $ 72.8 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The amount of goodwill recognized in this acquisition will not be deductible for tax purposes.

This goodwill will not be deductible for tax purposes.

In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

The following table presents the acquired intangible assets, their preliminary estimated fair values, and weighted-average lives:

The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:

Acquisition Date Fair Value Weighted-Average Lives (years)

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Total definite-lived intangible assets acquired $ 76,800 12

The definite-lived intangible assets were valued using the income approach.

These definite-lived intangible assets were valued using the income approach.

We primarily used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships.

On November 19, 2021, we acquired all of the outstanding equity interests of SmartWitness, a privately held innovator of video telematics technology for heavy- and light-duty fleets, for an aggregate cash purchase price of $ 204.2 million, subject to certain post-closing conditions.

In addition to the aggregate purchase price, we paid $ 8.6 million of cash at closing related to an employee retention arrangement, which is reflected as an operating cash outflow on our consolidated statements of cash flows.

SmartWitness is headquartered in Schaumburg, Illinois and expands the capabilities of Sensata Insights into high growth video telematics applications, providing access to applications that will drive adoption of traditional and video telematics solutions.

SmartWitness will be integrated into the Performance Sensing reportable segment.

On February 11, 2022, we acquired all of the equity interests of Elastic M2M, Inc.

("Elastic M2M") for an aggregate cash purchase price of $ 51.6 million, subject to certain post-closing items.

In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M are entitled to up to $ 30.0 million of additional acquisition-related incentive compensation, pending the completion of certain technical milestones in fiscal year 2022 and achievement of financial targets in fiscal years 2022 and 2023.

In the twelve months ended December 31, 2022, we recognized $ 24.7 million of that acquisition-related incentive compensation in restructuring and other charges, net.

In the twelve months ended December 31, 2022, we paid $ 15.0 million of this acquisition-related incentive compensation, which is reflected as an operating cash outflow on our consolidated statement of cash flows.

Elastic M2M is an innovator of connected intelligence for operational assets across heavy-duty transport, warehouse, supply chain and logistics, industrial, light-duty passenger car, and a variety of other industry segments.

Elastic M2M primarily serves telematics service providers and resellers, enabling them to leverage Elastic M2M’s cloud platform and analytics capabilities to deliver sensor-based operational insights to their end users.

This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights, an increasingly important capability in this fast-growing industry segment.

We are integrating Elastic M2M into the Performance Sensing reportable segment.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 35

Goodwill 28,211

Other intangible assets 27,700

Deferred income tax liabilities ( 5,925 )

Fair value of net assets acquired, excluding cash and cash equivalents 50,021

Cash and cash equivalents 1,597

Fair value of net assets acquired $ 51,618

The allocation of purchase price of Elastic M2M is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of intangible assets.

The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed.

The preliminary goodwill recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the preliminary allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

The following table presents the acquired intangible assets, their preliminary estimated fair values, and weighted-average lives:

Acquisition Date Fair Value

Weighted-Average Lives (years)

Acquired definite-lived intangible assets

Customer relationships $ 17,500 13

Completed technologies 10,200 10

Total definite-lived intangible assets acquired $ 27,700 12

The definite-lived intangible assets were valued using the income approach.

We primarily used the relief-from-royalty method to value completed technologies, and we used the multi-period excess earnings method to value customer relationships.

On July 12, 2022, we completed the acquisition of all of the equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems, including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $ 577.5 million, subject to certain post-closing items.

Dynapower also provides aftermarket sales and service to maintain its equipment in the field.

Dynapower is a foundational addition to our Clean Energy Solutions strategy and will complement our recent acquisitions of GIGAVAC, Lithium Balance, and Spear.

We are integrating Dynapower into our Sensing Solutions reportable segment.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 13,365

Property, plant and equipment 1,846

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Deferred income tax liabilities ( 25,548 )

Other liabilities ( 1,035 )

Fair value of net assets acquired, excluding cash and cash equivalents 573,063

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Fair value of net assets acquired $ 577,473

The allocation of purchase price of SmartWitness is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets.

The allocation of purchase price of Dynapower is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of intangible assets.

We recorded certain measurement period adjustments in the fourth quarter of 2022 and further adjustments may be required until the allocation of purchase price is final.

The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed.

The preliminary goodwill recognized as a result of this acquisition was approximately $ 126.5 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The amount of goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

The following table presents the acquired intangible assets, their preliminary estimated fair values, and weighted-average lives:

The goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the preliminary allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:

Acquisition Date Fair Value Weighted-Average Lives (years)

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Customer relationships $ 37,000 13

Backlog 7,100 2

Completed technologies 86,100 12

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Divestiture - Qinex Business

On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell the Qinex Business to LTI Holdi ngs, Inc.

("LTI") in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments.

Concurrent with the execution of the APA, the parties entered into a Contract Manufacturing Agreement ("CMA") and a Transition Services Agreement ("TSA"), each for nominal consideration.

The CMA commenced at closing of the transaction ("Closing") and has a term of either six or nine months , depending on the manufacturing site.

LTI also has the option of extending each contract for an additional three months .

The period from Closing to the end of the CMA term (including extensions, if any) is referred to as the "Transition Period." The terms of the CMA require that we provide manufacturing and distribution services for the Transition Period.

The TSA commences at Closing and has a term that varies depending on the nature of the support services, ranging from one month to the entirety of the Transition Period.

The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to LTI.

Closing occurred in July 2022, at which time assets of approximately $ 70 million (including allocated goodwill of $ 45 million) and liabilities of approximately $ 2 million transferred to LTI.

Transferred assets and liabilities excluded inventories and accounts payable, which will transfer to LTI at the end of the Transition Peri od.

We received cash consideration of $ 198.8 million at Closing, which is presented as an investing cash flow for the twelve months ended December 31, 2022.

Cash consideration received at Closing excludes amounts held in escrow until various milestones are met through the Transition Period.

We received an additional $ 5.0 million in August 2022 following fulfillment of a portion of our TSA obligations, which is presented as an operating cash inflow.

In the twelve months ended December 31, 2022, we recognized a pre-tax gain of approximately $ 135.1 million and transaction-related charges of approximately $ 8.2 million.

The gain on sale and transaction-related charges are each presented in restructuring and other charges, net in our consolidated statements of operations for the year ended December 31, 2022.

Refer to Note 5:

Restructuring and Other Charges, Net for additional information.

The Qinex Business manufactures semiconductor burn-in test sockets and thermal control solutions and was formed through the combination of Sensata’s semiconductor interconnect business with Wells-CTI in 2012.

The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit).

We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

Subsequent Events

On February 6, 2023, we prepaid $ 250.0 million of principal on the outstanding Term Loan balance.

As a result, we have reflected $ 250.0 million of long-term debt related to the Term loan in current portion of long-term debt on our consolidated balance sheet as of December 31, 2022.

Refer to Note 14:

Debt for additional information.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

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Intercompany dividend income 400,000 200,000 —

Intercompany interest expense, net ( 315 ) ( 479 ) ( 23,294 )

Intercompany interest income/(expense), net 140 ( 315 ) ( 479 )

Other intercompany, net 859 — —

Other, net 141 ( 215 ) 115

Net income/(loss) before income taxes and equity in net income of subsidiaries 385,651 185,783 ( 12,841 )

Equity in net income/(loss) of subsidiaries 175,663 182,733 ( 401,715 )

Equity in net (loss)/income of subsidiaries ( 77,704 ) 175,663 182,733

Benefit from/(provision for) income taxes 2,738 2,134 ( 5,606 )

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Other comprehensive income/(loss), net of tax:

Defined benefit plan — — —

Subsidiaries' other comprehensive income/(loss) 3,296 29,975 ( 29,051 )

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Dividends received from subsidiary 400,000 200,000 —

Net cash provided by investing activities ( 24,972 ) — 700,000

Net cash provided by/(used in) investing activities 400,000 ( 24,972 ) —

Cash flows from financing activities:

Proceeds from exercise of stock options and issuance of ordinary shares 22,803 26,290 15,457

Proceeds from/(payments on) intercompany borrowings 72,726 30,966 ( 344,018 )

(Payments on)/proceeds from intercompany borrowings ( 62,108 ) 72,726 30,966

Dividends paid ( 51,072 ) — —

Payments to repurchase ordinary shares ( 292,274 ) ( 47,843 ) ( 35,175 )

Payments of employee restricted stock tax withholdings ( 8,525 ) ( 9,048 ) ( 2,911 )

Net cash provided by/(used in) financing activities 42,125 8,337 ( 685,862 )

Net cash (used in)/provided by financing activities ( 391,176 ) 42,125 8,337

Net change in cash and cash equivalents ( 631 ) 1,194 426

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Basis of Presentation and Description of Business

Sensata Technologies Holding plc (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies Holding plc ("Sensata plc"), included in this Annual Report on Form 10-K (this "Report"), provides all parent company information that is required to be presented in accordance with the United States (the "U.S.") Securities and Exchange Commission ("SEC") rules and regulations for financial statement schedules.

Securities and Exchange Commission ("SEC") rules and regulations for financial statement schedules.

The accompanying condensed financial statements have been prepared in accordance with the reduced disclosure requirements permitted by the SEC.

Sensata plc and subsidiaries' audited consolidated financial statements are included elsewhere in this Report.

Sensata plc and subsidiaries' audited consolidated financial statements and accompanying notes thereto (the "Consolidated Financial Statements") are included elsewhere in this Report.

Sensata plc conducts limited separate operations and acts primarily as a holding company.

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For a discussion of the debt obligations of the subsidiaries of Sensata plc, refer to Note 14:

Debt of Sensata plc and subsidiaries' audited consolidated financial statements included elsewhere in this Report (the "Consolidated Financial Statements").

Debt of the Consolidated Financial Statements included elsewhere in this Report.

dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated.

1 unchanged sentence

For a discussion of the commitments and contingencies of the subsidiaries of Sensata plc, refer to Note 15:

Commitments and Contingencies of the Consolidated Financial Statements.

Commitments and Contingencies of the Consolidated Financial Statements included elsewhere in this Report.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

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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 8. Financial Statements and Supplementary Data