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Item 9A. Controls and Procedures

2023-02-13 compared with 2022-02-10 · 28 added, 23 removed, 216 unchanged (19% of the section changed)

10 unchanged sentences

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

We excluded from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, the internal control over financial reporting for Xirgo Technologies, LLC, Spear Power Systems, and SmartWitness Holdings, Inc., which were acquired by us on April 1, 2021, November 19, 2021, and November 19, 2021, respectively.

We excluded from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, the internal control over financial reporting for Elastic M2M, Inc.

and DP Acquisition Corp.

(Dynapower), which were acquired by us on February 11, 2022 and July 12, 2022, respectively.

These exclusions are consistent with guidance issued by the U.S.

10 unchanged sentences

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

We excluded from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, the internal control over financial reporting for Elastic M2M, Inc.

and DP Acquisition Corp.

(Dynapower), which were acquired by us on February 11, 2022 and July 12, 2022, respectively.

These exclusions are consistent with guidance issued by the U.S.

17 unchanged sentences

In our opinion, Sensata Technologies Holding plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting , management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Xirgo Technologies, LLC, Spear Power Systems and SmartWitness Holdings, Inc., which are included in the 2021 consolidated financial statements of the Company and in aggregate constituted 1.2% of total assets as of December 31, 2021 and 2.0% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Xirgo Technologies, LLC, Spear Power Systems and SmartWitness Holdings, Inc.

and DP Acquisition Corp.

(Dynapower), which are included in the 2022 consolidated financial statements of the Company and in aggregate constituted 0.7% of total assets as of December 31, 2022 and 1.3% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Elastic M2M, Inc.

and Dynapower.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”), and our report dated February 13, 2023 expressed an unqualified opinion thereon.

41 unchanged sentences

3.1 Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).

4.1 Indenture, dated as of April 17, 2013, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 10, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K filed on February 10, 2022).

4.2 Form of 4.875% Senior Note due 2023 (included as Exhibit A to Exhibit 4.1).

3 unchanged sentences

4.6 Form of 5.0% Senior Notes due 2025 (included as Exhibit A to Exhibit 4.5).

4.7 Indenture, dated as of November 27, 2015, among Sensata Technologies UK Financing Co.

plc, the Guarantors named therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on December 2, 2015).

4.8 Form of 6.25% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on December 2, 2015) (included as Exhibit A thereto).

4.7 Indenture, dated as of September 20, 2019, among Sensata Technologies, Inc., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023.

4 unchanged sentences

4.12 Indenture dated as of March 29, 2021 among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023.

4.15 Form of 4.0% Senior Notes due 2029.

( included as Exhibit A to Exhibit 4.14 ).

4.13 Form of 4.0% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.12).

4.14 Indenture, dated as of August 29, 2022, among Sensata Technologies B.V., the Guarantors named therein, and the Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023.

4.15 Form of 5.875% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.14).

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

1 unchanged sentence

(incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-4 of Sensata Technologies B.V.

filed on December 29, 2006).

filed on December 29, 2006, Commission File Number 333-139739).

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

21 unchanged sentences

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

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

and Steven Beringhause (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on January 4, 2013, Commission File No.

001-34652).†‡

10.12 Amendment No.

30 unchanged sentences

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

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

(incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2019).

10.23 Amendment No.

4 unchanged sentences

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

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

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

1 unchanged sentence

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

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

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

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

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

10.31 Securities Purchase Agreement, dated February 11, 2021, by and among Xirgo Technologies Intermediate Holdings, LLC, Xirgo Holdings, Inc., the Persons, Sellers, and Option Holder Identified Herein, Sensata Technologies, Inc., and the Seller Representative Identified Herein (incorporated by reference to Exhibit 10.42 of the Registrant’s Annual Report on Form 10-K filed on February 12, 2021).

3 unchanged sentences

10.35 Form of Award Agreement for Restricted Stock Units for Directors under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on July 27, 2021) .†

10.41 Employment agreement between Juan Picon and Sensata Technologies, Inc., dated December 1, 2021.

10.36 Employment agreement between Juan Picon and Sensata Technologies, Inc., dated December 1, 2021 (incorporated by reference to Exhibit 10.41 of the Registrant's Annual Report on Form 10-K filed on February 10, 2022).

10.37 Stock Purchase Agreement between Dynapower Holdings, LLC and Sensata Technologies, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2022).

10.38 Form of Award Agreement for Restricted Stock Units for Named Executive Officers under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2022).

10.39 Form of Award Agreement for Performance Restricted Stock Units for Named Executive Officers under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2022).

10.40 Second Amended and Restated Employment Agreement between George Verras and Sensata Technologies, Inc., dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2022).

10.41 Amendment No.

11 to Credit Agreement and Amendment No.

2 to Foreign Guaranty, dated as of June 23, 2022, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on June 29, 2022) .

10.42 Amendment No.

12 to Credit Agreement, dated as of January 4, 2023, to the Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies Inc., Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc.

and the other lenders party thereto.

21.1 Subsidiaries of Sensata Technologies Holding plc.*

37 unchanged sentences

James Heppelmann

/s/ CHARLES PEFFER Director February 10, 2022

Charles Peffer

/s/ CONSTANCE SKIDMORE Director February 13, 2023

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures