Sensata Technologies Holding plc 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1. Financial Statements The following audited consolidated financial statements of Sensata Technologies Holding plc are included in this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 62 Consolidated Balance Sheets 65 Consolidated Statements of Operations 66 Consolidated Statements of Comprehensive Income 67 Consolidated Statements of Cash Flows 68 Consolidated Statements of Changes in Shareholders' Equity 69 Notes to Consolidated Financial Statements 70 2. Financial Statement Schedules The following schedules are included elsewhere in this Annual Report on Form 10-K: Schedule I — Condensed Financial Information of the Registrant 116 Schedule II — Valuation and Qualifying Accounts 121 Schedules other than those listed above have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the audited consolidated financial statements or the notes thereto. 61 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Sensata Technologies Holding plc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc (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"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 13, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. Goodwill - Quantitative Impairment Assessment Description of the Matter As of December 31, 2022, the Company’s goodwill balance was $3.9 billion. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. 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, 2022, and used the quantitative method to assess their goodwill for impairment. 62 Table of Contents 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. For example, we tested controls over management’s review of the data used in their valuation models and reviewed significant assumptions discussed above used in determining the reporting unit fair values. To test the estimated fair value of the Company’s reporting units, with the assistance of our valuation professionals, our audit procedures included, among others, assessing fair value methodologies and testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends, the Company’s historical trends with consideration given to changes in the Company’s business, customer base or product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We also evaluated the reconciliation of the estimated aggregate fair value of the reporting units to the Company’s market capitalization. Income Taxes – Uncertain Tax Positions Description of the Matter As discussed in Note 7, at December 31, 2022, the Company had approximately $224.6 million of unrecognized tax benefits associated with uncertain tax positions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. Auditing the recognition and measurement of tax positions related to uncertain tax positions involved significant auditor judgment and use of tax professionals with specialized skills and knowledge because both the recognition and measurement of the tax positions are complex, highly judgmental and based on interpretations of tax laws and legal rulings. 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 to identify and record the reserve for uncertain tax positions. For example, we tested controls over management’s evaluation of the technical merits of tax positions and identification of uncertain tax positions and the controls to measure the benefit of those tax positions, including management’s review of the inputs and calculations of unrecognized tax benefits resulting from uncertain tax positions. 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 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. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We also evaluated the Company’s income tax disclosures included in Note 7 in relation to these matters. Accounting for Acquisitions – Valuation of Identified Intangibles 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. 63 Table of Contents 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 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. These significant assumptions are forward looking and could be affected by future economic and market conditions. 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 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. /s/ Ernst & Young LLP We have served as the Company's auditor since 2005. Boston, Massachusetts February 13, 2023 64 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Consolidated Balance Sheets (In thousands, except per share amounts) As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,225,518 $ 1,708,955 Accounts receivable, net of allowances of $ 24,246 and $ 17,003 as of December 31, 2022 and 2021, respectively 742,382 653,438 Inventories 644,875 588,231 Prepaid expenses and other current assets 162,268 126,370 Total current assets 2,775,043 3,076,994 Property, plant and equipment, net 840,819 820,933 Goodwill 3,911,224 3,502,063 Other intangible assets, net 999,722 946,731 Deferred income tax assets 100,539 105,028 Other assets 128,873 162,017 Total assets $ 8,756,220 $ 8,613,766 Liabilities and shareholders' equity Current liabilities: Current portion of long-term debt, finance lease and other financing obligations $ 256,471 $ 6,833 Accounts payable 531,572 459,093 Income taxes payable 43,987 26,517 Accrued expenses and other current liabilities 346,942 343,816 Total current liabilities 1,178,972 836,259 Deferred income tax liabilities 364,593 339,273 Pension and other post-retirement benefit obligations 36,086 38,758 Finance lease and other financing obligations, less current portion 24,742 26,564 Long-term debt, net 3,958,928 4,214,946 Other long-term liabilities 82,092 63,232 Total liabilities 5,645,413 5,519,032 Commitments and contingencies (Note 15) Shareholders' equity: Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized and 175,207 and 174,287 shares issued as of December 31, 2022 and 2021, respectively 2,242 2,232 Treasury shares, at cost, 22,781 and 16,438 shares as of December 31, 2022 and 2021, respectively ( 1,124,713 ) ( 832,439 ) Additional paid-in capital 1,866,201 1,812,244 Retained earnings 2,383,341 2,132,257 Accumulated other comprehensive loss ( 16,264 ) ( 19,560 ) Total shareholders' equity 3,110,807 3,094,734 Total liabilities and shareholders' equity $ 8,756,220 $ 8,613,766 The accompanying notes are an integral part of these financial statements. 65 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Consolidated Statements of Operations (In thousands, except per share amounts) For the year ended December 31, 2022 2021 2020 Net revenue $ 4,029,262 $ 3,820,806 $ 3,045,578 Operating costs and expenses: Cost of revenue 2,712,048 2,542,434 2,119,044 Research and development 189,344 159,072 131,429 Selling, general and administrative 370,644 336,989 294,725 Amortization of intangible assets 153,787 134,129 129,549 Restructuring and other charges, net ( 66,700 ) 14,942 33,094 Total operating costs and expenses 3,359,123 3,187,566 2,707,841 Operating income 670,139 633,240 337,737 Interest expense, net ( 178,819 ) ( 179,291 ) ( 171,757 ) Other, net ( 94,618 ) ( 40,032 ) ( 339 ) Income before taxes 396,702 413,917 165,641 Provision for income taxes 86,017 50,337 1,355 Net income 310,685 363,580 164,286 Basic net income per share $ 2.00 $ 2.30 $ 1.04 Diluted net income per share $ 1.99 $ 2.28 $ 1.04 The accompanying notes are an integral part of these financial statements. 66 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Consolidated Statements of Comprehensive Income (In thousands) For the year ended December 31, 2022 2021 2020 Net income $ 310,685 $ 363,580 $ 164,286 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 (loss)/income 3,296 29,975 ( 29,051 ) Comprehensive income $ 313,981 $ 393,555 $ 135,235 The accompanying notes are an integral part of these financial statements. 67 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Consolidated Statements of Cash Flows (In thousands) For the year ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income $ 310,685 $ 363,580 $ 164,286 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 127,184 124,959 125,680 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 Loss on debt financing 5,468 30,066 — Amortization of intangible assets 153,787 134,129 129,549 Deferred income taxes ( 781 ) ( 5,270 ) ( 44,900 ) 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 Changes in operating assets and liabilities, net of the effects of acquisitions: Accounts receivable, net ( 108,992 ) ( 48,106 ) ( 16,668 ) Inventories ( 44,362 ) ( 119,961 ) 58,390 Prepaid expenses and other current assets ( 16,961 ) 6,624 36,431 Accounts payable and accrued expenses 40,930 35,333 90,479 Income taxes payable 17,490 8,602 ( 16,019 ) Other ( 13,881 ) ( 6,533 ) 1,859 Net cash provided by operating activities 460,593 554,151 559,775 Cash flows from investing activities: Acquisitions, net of cash received ( 631,516 ) ( 736,077 ) ( 64,432 ) Additions to property, plant and equipment and capitalized software ( 150,064 ) ( 144,403 ) ( 106,719 ) 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 Net cash used in investing activities ( 590,570 ) ( 882,094 ) ( 182,092 ) Cash flows from financing activities: Proceeds from exercise of stock options and issuance of ordinary shares 22,803 26,290 15,457 Payment of employee restricted stock tax withholdings ( 8,525 ) ( 9,048 ) ( 2,911 ) Proceeds from borrowings on debt 500,000 1,001,875 1,150,000 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 (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 Cash and cash equivalents, beginning of year 1,708,955 1,861,980 774,119 Cash and cash equivalents, end of year $ 1,225,518 $ 1,708,955 $ 1,861,980 Supplemental cash flow items: Cash paid for interest $ 188,533 $ 188,857 $ 164,494 Cash paid for income taxes $ 68,768 $ 66,642 $ 65,823 The accompanying notes are an integral part of these financial statements. 68 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Consolidated Statements of Changes in Shareholders' Equity (In thousands) Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity Number Amount Number Amount Balance as of December 31, 2019 172,561 $ 2,212 ( 14,733 ) $ ( 749,421 ) $ 1,725,091 $ 1,616,357 $ ( 20,484 ) $ 2,573,755 Surrender of shares for tax withholding — — ( 96 ) ( 2,911 ) — — — ( 2,911 ) Stock options exercised 452 5 — — 15,452 — — 15,457 Vesting of restricted securities 349 4 — — — ( 4 ) — — Repurchase of ordinary shares — — ( 898 ) ( 35,175 ) — — — ( 35,175 ) Retirement of ordinary shares ( 96 ) ( 1 ) 96 2,911 — ( 2,910 ) — — Share-based compensation — — — — 19,125 — — 19,125 Net income — — — — — 164,286 — 164,286 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 Surrender of shares for tax withholding — — ( 155 ) ( 9,048 ) — — — ( 9,048 ) Stock options exercised 707 8 — — 26,913 — — 26,921 Vesting of restricted securities 469 6 — — — ( 6 ) — — Repurchase of ordinary shares — — ( 807 ) ( 47,843 ) — — — ( 47,843 ) Retirement of ordinary shares ( 155 ) ( 2 ) 155 9,048 — ( 9,046 ) — — Share-based compensation — — — — 25,663 — — 25,663 Net income — — — — — 363,580 — 363,580 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 Surrender of shares for tax withholding — — ( 174 ) ( 8,525 ) — — — ( 8,525 ) Stock options exercised 572 6 — — 22,166 — — 22,172 Vesting of restricted securities 522 6 — — — ( 6 ) — — Cash dividends paid — — — — — ( 51,072 ) — ( 51,072 ) Repurchase of ordinary shares — — ( 6,343 ) ( 292,274 ) — — — ( 292,274 ) Retirement of ordinary shares ( 174 ) ( 2 ) 174 8,525 — ( 8,523 ) — — Share-based compensation — — — — 31,791 — — 31,791 Net income — — — — — 310,685 — 310,685 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 The accompanying notes are an integral part of these financial statements. 69 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Description and Basis of Presentation Description of Business 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 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 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."); and manufacturing operations primarily in Bulgaria, China, Malaysia, Mexico, the U.K., and the U.S. We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. Refer to Note 20: Segment Reporting for additional information related to each of our segments. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. All intercompany balances and transactions have been eliminated. All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated . 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. 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. 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. Actual results could differ from those estimates. 70 Table of Contents Revenue Recognition 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 . 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). The vast majority of our contracts (as defined in FASB ASC Topic 606) are customer purchase orders that require us to transfer specified quantities of tangible products to our customers. These performance obligations are generally satisfied within a short period of time. Amounts billed to our customers for shipping and handling after control has transferred are recognized as revenue and the related costs that we incur are presented in cost of revenue. In determining the transaction price, we evaluate whether the consideration promised in the contract includes a variable amount and, if applicable, we include in the transaction price some or all of an amount of variable consideration only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may be explicitly stated in the contract or implied based on our customary practices. Examples of variable consideration present in our contracts include rights of return, in the case of a defective or non-conforming product, and trade discounts, including early payment discounts and retrospective volume discounts. Such variable consideration has not historically been material in relation to our net revenue. Our contract terms generally require the customer to make payment shortly (that is, less than one year) after the shipment date. In such instances, we do not consider the effects of a significant financing component in determining the transaction price. Lastly, we exclude from our determination of the transaction price value-added tax and other similar taxes. Our performance obligations are satisfied, and revenue is recognized, when control of the product is transferred to the customer. The transfer of control generally occurs at the point in time the product is shipped from our warehouse or, less often, at the point in time it is received by the customer, depending on the specific terms of the arrangement. Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. However, in certain cases, pre-production activities are a performance obligation in a customer purchase order, and revenue is recognized when the performance obligation is satisfied. Customer arrangements do not involve post-installation or post-sale testing and acceptance. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606. Depending on the product, we generally provide such warranties for a period of three years after the date we ship the product to our original equipment manufacturer ("OEM") customers or for a period of twelve months after the date the customer resells our product to the end consumer, whichever comes first. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit. We do not offer separately priced extended warranty or product maintenance contracts. We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes or other laws would imply various warranties and restrict limitations on liability. Refer to Note 3: Revenue Recognition for additional information related to the net revenue recognized in the consolidated statements of operations. Share-Based Compensation We measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted securities, and recognize as compensation expense that fair value over the requisite service period in accordance with FASB ASC Topic 718, Compensation—Stock Compensation . Share-based compensation expense is generally recognized as a component of selling, general and administrative ("SG&A") expense, which is consistent with where the related employee costs are presented, however, such costs, or a portion thereof, may be capitalized provided certain criteria are met. Share-based awards may be subject to either cliff vesting (i.e., the entire award vests on a particular date) or graded vesting (i.e., portions of the award vest at different points in time). 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 71 Table of Contents 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. 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. We elect to recognize share-based compensation expense net of estimated forfeitures as permitted by FASB ASC Topic 718. Accordingly, we only recognize compensation expense for those awards expected to vest over the requisite service period. Compensation expense recognized for each award ultimately reflects the number of units that actually vest. Refer to Note 4: Share-Based Payment Plans for additional information related to share-based compensation. Financial Instruments Our material financial instruments include derivative instruments, debt instruments, equity investments, and trade accounts receivable. Derivative financial instruments 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. The fair value of our derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected net cash flows of each instrument. These analyses utilize observable market-based inputs, including foreign currency exchange rates and commodity forward curves, and reflect the contractual terms of these instruments, including the period to maturity. Derivative instruments that are designated and qualify as hedges of the exposure to changes in the fair value of an asset, liability, or commitment, and that are attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments that are designated and qualify as hedges of the exposure to variability in expected future cash flows are considered cash flow hedges. Derivative instruments may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Currently, all of our derivative instruments that are designated as accounting hedges are cash flow hedges. We also hold derivative instruments that are not designated as accounting hedges. The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive loss and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Changes in the fair value of derivative instruments that are not designated as accounting hedges are recognized immediately in other, net. Refer to Note 16: Shareholders' Equity and Note 19: Derivative Instruments and Hedging Activities for additional information related to the reclassification of amounts from accumulated other comprehensive loss into earnings. We present the cash flows arising from our derivative financial instruments in a manner consistent with the presentation of cash flows that relate to the underlying hedged items. We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We do not offset the fair value amounts recognized for derivative instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our derivative instruments. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to our derivative instruments. 72 Table of Contents Debt Instruments A premium or discount on a debt instrument is recognized on the balance sheet as an adjustment to the carrying value of the debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost. Direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and underwriters' fees, among others, paid to parties other than creditors, are also reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense, net in the consolidated statements of operations. In accounting for debt financing transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments . Our evaluation of the accounting under FASB ASC Subtopic 470-50 is done on a creditor-by-creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are accounted for as new issuances. Refer to Note 14: Debt for additional information related to our debt instruments and transactions. Equity Investments We measure equity investments (other than those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities . Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Refer to Note 18: Fair Value Measures for additional information related to our measurement of financial instruments, including equity investments. Trade accounts receivable Trade accounts receivable are recognized at invoiced amounts and do not bear interest. Trade accounts receivable are reduced by an allowance for losses on receivables. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables. Our contract terms generally require the customer to make payment shortly after (that is, less than one year) the shipment date. Our largest customer accounted for approximately 6 % of our net revenue for the year ended December 31, 2022. Allowance for Losses on Receivables The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of the related transaction price recognized as revenue in accordance with FASB ASC Topic 606. The allowance represents an estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. 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. The allowance for losses on receivables also includes an allowance for sales returns (variable consideration). Management judgments are used to determine when to charge off uncollectible trade accounts receivable. 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. 73 Table of Contents Goodwill and Other Intangible Assets Businesses acquired are recognized at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. Intangible assets acquired may include either definite-lived or indefinite-lived intangible assets, or both. In accordance with the guidance in FASB ASC Topic 350, Intangibles—Goodwill and Other , goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead, these assets are evaluated for impairment on an annual basis and whenever events or business conditions change that could indicate that the asset is impaired. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for an earlier impairment review. Goodwill Our reporting units have been identified based on the definitions and guidance provided in FASB ASC Topic 350. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. Some assets and liabilities relate to the operations of multiple reporting units. We allocate these assets and liabilities to the related reporting units based on methods that we believe are reasonable and supportable. 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 ("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. In the event we reorganize our business, we reassign the assets (including goodwill) and liabilities among the affected reporting units using a reasonable and supportable methodology. As businesses are acquired, we assign assets acquired (including goodwill) and liabilities assumed to a new or existing reporting unit as of the date of the acquisition. In the event a disposal group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the disposal group to the retained portion of the related reporting unit. We have the option to first assess qualitative factors to determine whether a quantitative analysis must be performed. The objective of a qualitative analysis is to assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. We make this assessment based on macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant factors as applicable. If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we prepare a discounted cash flow analysis to determine whether the carrying value of reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, we recognize an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB ASC Topic 350. Indefinite-lived intangible assets Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its carrying value. In this analysis, we estimate the fair value by using the relief-from-royalty method, in which we make assumptions about future conditions impacting the fair value of our indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. Definite-lived intangible assets Acquisition-related definite-lived intangible assets are amortized on an economic-benefit basis according to the useful lives of the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. Capitalized software and capitalized software licenses are presented on the consolidated balance sheets as intangible assets. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license or the estimated useful life of the software. Capitalized software is amortized on a straight-line basis over its estimated useful life. 74 Table of Contents Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets are impaired. If we determine that such facts or circumstances exist, we estimate the recoverability of these assets by comparing the projected undiscounted net cash flows associated with these assets to their respective carrying values. If the sum of the projected undiscounted net cash flows is less than the carrying value of an asset, the impairment charge is measured as the excess of the carrying value over the fair value of that asset. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the definite-lived intangible asset. Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional information related to our goodwill and other intangible assets. Income Taxes We estimate our provision for (or benefit from) income taxes in each of the jurisdictions in which we operate. The provision for (or benefit from) income taxes includes both our current and deferred tax expense. Our deferred tax expense is measured using the asset and liability method, under which deferred income taxes are recognized to reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. As a result, we maintain valuation allowances against the deferred tax assets in jurisdictions that have incurred losses in recent periods and in which it is more likely than not that such deferred tax assets will not be utilized in the foreseeable future. In accordance with FASB ASC Topic 740, Income Taxes , we record uncertain tax positions on the basis of a two-step process. First, we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating whether our tax positions meet this two-step process. The more-likely-than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance sheet date. Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to uncertain tax positions within the provision for (or benefit from) income taxes line of the consolidated statements of operations. Refer to Note 7: Income Taxes for additional information related to our income taxes. Pension and Other Post-Retirement Benefits We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. 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. 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. The value of benefit obligations takes into consideration various financial assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions, including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. 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. We present the service cost component of net periodic benefit cost in the cost of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net. Refer to Note 13: Pension and Other Post-Retirement Benefits for additional information related to our pension and other post-retirement benefit plans. 75 Table of Contents Inventories Inventories are stated at the lower of cost or estimated net realizable value. The cost of raw materials, work-in-process, and finished goods is determined based on a first-in, first-out basis and includes material, labor, and applicable manufacturing overhead. We conduct quarterly inventory reviews for salability and obsolescence, and inventories considered unlikely to be sold are adjusted to net realizable value. Refer to Note 9: Inventories for additional information related to our inventory balances. Property, Plant and Equipment and Other Capitalized Costs PP&E is stated at cost, and in the case of plant and equipment, is depreciated on a straight-line basis over its estimated economic useful life. The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Amortization of leasehold improvements is included in depreciation expense. Assets held under finance leases are recognized at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation expense associated with finance leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is depreciated, normally on a straight-line basis, over the useful life that would be assigned if the asset were owned. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. Refer to Note 10: Property, Plant and Equipment, Net for additional information related to our PP&E balances. Leases We account for leases in accordance with the guidance in FASB ASC Topic 842, Leases . We enter into lease agreements for many of our facilities around the world. We occupy leased facilities with initial terms ranging up to 20 years. Our lease agreements frequently include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs. Depending on the specific terms of the leases, our obligations are in two forms: finance leases and operating leases. For both forms of leases, we recognize a related lease liability and right-of-use asset on our consolidated balance sheets. 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 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. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. Net cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Net cash flows from financing activities include repayments of the principal portion of finance lease liabilities. 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. Refer to Note 17: Leases for additional information related to amounts recognized in the consolidated financial statements related to our leases. 76 Table of Contents Foreign Currency We derive a significant portion of our net revenue from markets outside of the U.S. For financial reporting purposes, the functional currency of almost all of our subsidiaries is the USD because of the significant influence of the USD on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the USD. At the date that such transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in USD using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than USD are adjusted to USD using the exchange rate at the balance sheet date, with gains or losses recognized in other, net in the consolidated statements of operations. The impact of currency translation adjustment for subsidiaries with a functional currency other than USD is not material. Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. Recently issued accounting standards: 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. 3. Revenue Recognition 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. The vast majority of our revenue is derived from the sale of tangible products whereby control of the product transfers to the customer at a point in time, we recognize revenue at a point in time, and the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials. We do not offer separately priced extended warranty or product maintenance contracts. Refer to Note 2: Significant Accounting Policies for additional information. We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue. We believe that our end markets are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following table presents net revenue disaggregated by segment and end market for the years ended December 31, 2022, 2021, and 2020: Performance Sensing Sensing Solutions Total For the year ended December 31, For the year ended December 31, For the year ended December 31, 2022 2021 2020 2022 2021 2020 2022 2021 2020 Net revenue: Automotive $ 2,071,879 $ 2,018,056 $ 1,715,749 $ 35,772 $ 44,351 $ 35,621 $ 2,107,651 $ 2,062,407 $ 1,751,370 HVOR (1) 904,877 829,852 508,061 — — — 904,877 829,852 508,061 Industrial — — — 525,443 413,885 336,506 525,443 413,885 336,506 Appliance and HVAC (2) — — — 218,115 243,938 189,782 218,115 243,938 189,782 Aerospace — — — 152,880 134,735 136,167 152,880 134,735 136,167 Other — — — 120,296 135,989 123,692 120,296 135,989 123,692 Net revenue $ 2,976,756 $ 2,847,908 $ 2,223,810 $ 1,052,506 $ 972,898 $ 821,768 $ 4,029,262 $ 3,820,806 $ 3,045,578 __________________________ (1) Heavy vehicle and off-road (2) Heating, ventilation and air conditioning In addition, refer to Note 20: Segment Reporting for a presentation of net revenue disaggregated by product category and geographic region. 77 Table of Contents Contract Assets and Liabilities 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. 4. Share-Based Payment Plans At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan"). The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices. The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success. All awards granted subsequent to this approval were made under the 2021 Equity Plan. 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, 2022, there were 5.0 million ordinary shares available for grants of awards under the 2021 Equity Plan. Refer to Note 2: Significant Accounting Policies for additional information related to our share-based compensation accounting policies. Share-Based Compensation Awards 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. For PRSU awards, vesting is also subject to service conditions, however the number of awarded units that ultimately vest also depends on the attainment of certain predefined performance criteria. Our awards include continued vesting provisions for retirement-eligible employees. Options 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): Number of Options (thousands) Weighted-Average Exercise Price Per Option Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balance as of December 31, 2019 3,464 $ 41.19 5.0 $ 44,696 Forfeited or expired ( 155 ) $ 48.30 Exercised ( 452 ) $ 34.22 $ 5,117 Balance as of December 31, 2020 2,857 $ 41.90 4.4 $ 31,955 Forfeited or expired ( 15 ) $ 49.93 Exercised ( 707 ) $ 38.07 $ 14,264 Balance as of December 31, 2021 2,135 $ 43.11 3.9 $ 39,660 Forfeited or expired ( 36 ) $ 50.45 Exercised ( 572 ) $ 38.80 $ 8,265 Balance as of December 31, 2022 1,527 $ 44.55 3.3 $ 1,802 Options vested and exercisable as of December 31, 2022 1,460 $ 44.44 3.2 $ 1,802 Vested and expected to vest as of December 31, 2022 1,523 $ 44.55 3.3 $ 1,802 78 Table of Contents A summary of the status of our unvested options as of December 31, 2022 and of the changes during the year then ended 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): Number of Options (thousands) Weighted-Average Grant-Date Fair Value Balance as of December 31, 2021 194 $ 18.40 Vested during the year ( 119 ) $ 12.01 Forfeited during the year ( 4 ) $ 13.68 Balance as of December 31, 2022 71 $ 29.46 The fair value of stock options that vested during the years ended December 31, 2022, 2021, and 2020 was $ 1.4 million, $ 2.5 million, and $ 4.4 million, respectively. Option awards granted to employees generally vest 25 % per year over four years from the grant date. We recognize compensation expense for options on a straight-line basis over the requisite service period, which is generally the same as the vesting period. The options generally expire ten years from the date of grant. For options granted prior to April 2019, except as otherwise provided in specific option award agreements, if a participant ceases to be employed by us, options not yet vested generally expire and are forfeited at the termination date, and options that are fully vested generally expire 90 days after termination of the participant’s employment. Exclusions to the general policy for terminated employees include termination for cause (in which case the options expire on the participant’s termination date) and termination due to death or disability (in which case any unvested options shall immediately vest and expire one year after the participant’s termination date). For options granted in or after April 2019, the same terms apply, except that in the event of termination due to a qualified retirement, options not yet vested will continue to vest and will expire ten years from the grant date. We did no t grant any options in the years ended December 31, 2022, 2021 or 2020. Restricted Securities Starting in April 2020, we grant RSU awards that vest ratably over three years and PRSU awards that cliff vest three years after the grant date. Previously, we granted RSU and PRSU awards each of which cliff vested three years after the grant date. In the event of a qualifying termination, any unvested restricted securities that would have otherwise vested within the next six months vest in full on the termination date, and in the event of termination by reason of a covered retirement, any unvested restricted securities remain outstanding on the termination date and subject to continued vesting. For PRSU awards, the number of units that ultimately vest depends on the extent to which certain performance criteria, described in the table below, are met. A summary of restricted securities granted in the years ended December 31, 2022, 2021, and 2020 is presented below: Percentage Range of Units That May Vest (1) 0.0 % to 172.5 % 0.0 % to 200.0 % (Awards in thousands) RSU Awards Granted Weighted-Average Grant-Date Fair Value PRSU Awards Granted Weighted-Average Grant-Date Fair Value PRSU Awards Granted Weighted-Average Grant-Date Fair Value 2022 618 $ 49.68 231 $ 50.12 194 $ 48.33 2021 413 $ 58.29 170 $ 58.56 76 $ 57.04 2020 806 $ 29.06 401 $ 28.22 — $ — __________________________ (1) Represents the percentage range of PRSU award units granted that may vest according to the terms of the awards. The amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the achievement or expected achievement of performance conditions. Compensation expense for the year ended December 31, 2022 reflects our estimate of the probable outcome of the performance conditions associated with the PRSU awards granted in the years ended December 31, 2022, 2021, and 2020. 79 Table of Contents A summary of activity related to outstanding restricted securities 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): Restricted Securities (thousands) Weighted-Average Grant-Date Fair Value Balance as of December 31, 2019 1,105 $ 47.51 Granted 1,207 $ 28.78 Forfeited ( 284 ) $ 37.89 Vested ( 349 ) $ 43.54 Balance as of December 31, 2020 1,679 $ 36.49 Granted 659 $ 58.21 Forfeited ( 348 ) $ 41.00 Vested ( 469 ) $ 38.36 Balance as of December 31, 2021 1,521 $ 43.31 Granted 1,043 $ 49.53 Forfeited ( 287 ) $ 46.96 Vested ( 522 ) $ 42.40 Balance as of December 31, 2022 1,755 $ 46.68 Aggregate intrinsic value information for restricted securities as of December 31, 2022, 2021, and 2020 is presented below: As of December 31, 2022 2021 2020 Outstanding $ 70,941 $ 93,830 $ 88,534 Expected to vest $ 55,235 $ 69,798 $ 58,675 The weighted-average remaining periods over which the restrictions will lapse as of December 31, 2022, 2021, and 2020 are as follows: As of December 31, 2022 2021 2020 Outstanding 1.2 1.0 1.1 Expected to vest 1.2 1.0 1.1 The expected to vest restricted securities are calculated based on the application of a forfeiture rate assumption to all outstanding restricted securities as well as our assessment of the probability of meeting the required performance conditions that pertain to the PRSU awards. Share-Based Compensation Expense The table below presents non-cash compensation expense related to our equity awards, which is recognized within SG&A expense in the consolidated statements of operations, for the years ended December 31, 2022, 2021, and 2020: For the year ended December 31, 2022 2021 2020 Stock options $ 632 $ 1,389 $ 2,868 Restricted securities 31,159 24,274 16,257 Share-based compensation expense $ 31,791 $ 25,663 $ 19,125 In the years ended December 31, 2022, 2021, and 2020, we recognized $ 3.8 million, $ 3.2 million, and $ 2.5 million, respectively, of income tax benefit associated with share-based compensation expense. 80 Table of Contents The table below presents unrecognized compensation expense at December 31, 2022 for each class of award and the remaining expected term for this expense to be recognized: Unrecognized Compensation Expense Expected Recognition (years) Options $ 1,687 0.1 Restricted securities 36,539 1.3 Total unrecognized compensation expense $ 38,226 5. 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) 48,864 — — Other (3) ( 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. The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the then anticipated future demand outlook. We have completed all actions contemplated thereunder, with approximately 840 positions impacted. 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. 81 Table of Contents 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. However, as discussed in Note 20: 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, 2021 2020 Performance Sensing (1) $ 2,584 $ 9,073 Sensing Solutions (2) 5,898 6,445 Corporate and other ( 1,362 ) 8,940 Q2 2020 Global Restructure Program, net $ 7,120 $ 24,458 __________________________ (1) Approximately $ 1.2 million of these charges for the year ended December 31, 2021 relate to site closures. 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 a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2022 and 2021: Q2 Plan Other Total Balance as of December 31, 2020 $ 10,842 $ 4,037 $ 14,879 Charges, net of reversals 2,181 4,504 6,685 Payments ( 8,993 ) ( 5,145 ) ( 14,138 ) Foreign currency remeasurement ( 177 ) ( 16 ) ( 193 ) Balance as of December 31, 2021 3,853 3,380 7,233 Charges, net of reversals ( 660 ) 19,772 19,112 Payments ( 3,155 ) ( 14,479 ) ( 17,634 ) Foreign currency remeasurement ( 16 ) ( 78 ) ( 94 ) Balance as of December 31, 2022 $ 22 $ 8,595 $ 8,617 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: Accrued Expenses and Other Current Liabilities . 6. Other, Net The following table presents the components of other, net for the years ended December 31, 2022, 2021, and 2020: For the year ended December 31, 2022 2021 2020 Currency remeasurement (loss)/gain on net monetary assets (1) $ ( 18,155 ) $ 3,449 $ 10,833 Gain/(loss) on foreign currency forward contracts (2) 4,324 ( 7,553 ) ( 6,762 ) (Loss)/gain on commodity forward contracts (2) ( 3,350 ) ( 2,967 ) 10,027 Loss on debt financing (3) ( 5,468 ) ( 30,066 ) — 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 ) Other, net $ ( 94,618 ) $ ( 40,032 ) $ ( 339 ) __________________________ (1) Relates to the remeasurement of non-USD denominated net monetary assets and liabilities into USD. Refer to Note 2: Significant Accounting Policies — Foreign Currency for additional information. (2) Relates to changes in the fair value of derivative financial instruments not designated as cash flow hedges. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to gains and losses on our commodity and foreign currency forward contracts. 82 Table of Contents (3) Refer to Note 14: 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: Fair Value Measures for additional information. 7. Income Taxes Refer to Note 2: Significant Accounting Policies for detailed discussion of the accounting policies related to income taxes. Income before taxes Income before taxes for the years ended December 31, 2022, 2021, and 2020 was categorized by jurisdiction as follows: U.S. Non-U.S. Total 2022 $ ( 66,899 ) $ 463,601 $ 396,702 2021 $ 39,947 $ 373,970 $ 413,917 2020 $ ( 80,856 ) $ 246,497 $ 165,641 Provision for income taxes Provision for income taxes for the years ended December 31, 2022, 2021, and 2020 comprised provisions for (or benefits from) income tax by jurisdiction as follows: U.S. Federal Non-U.S. U.S. State Total 2022 Current $ 2,111 $ 81,912 $ 2,775 $ 86,798 Deferred 3,699 ( 4,865 ) 385 ( 781 ) Total $ 5,810 $ 77,047 $ 3,160 $ 86,017 2021 Current $ 1,005 $ 54,401 $ 201 $ 55,607 Deferred 6,261 ( 12,747 ) 1,216 ( 5,270 ) Total $ 7,266 $ 41,654 $ 1,417 $ 50,337 2020 Current $ ( 2,624 ) $ 48,572 $ 307 $ 46,255 Deferred ( 14,776 ) ( 34,252 ) 4,128 ( 44,900 ) Total $ ( 17,400 ) $ 14,320 $ 4,435 $ 1,355 Effective tax rate reconciliation The principal reconciling items from income tax computed at the U.S. statutory tax rate for the years ended December 31, 2022, 2021, and 2020 were as follows: For the year ended December 31, 2022 2021 2020 Tax computed at statutory rate of 21% $ 83,307 $ 86,923 $ 34,785 Foreign tax rate differential ( 44,327 ) ( 30,485 ) ( 21,994 ) Valuation allowances 15,679 20,512 8,869 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 U.S. state taxes, net of federal benefit 2,496 1,119 3,504 Reserve for tax exposure 1,315 ( 16,330 ) ( 171 ) Nontaxable items and other 9,631 ( 387 ) 11,881 Provision for income taxes $ 86,017 $ 50,337 $ 1,355 83 Table of Contents Foreign tax rate differential We operate in locations outside the U.S., including Belgium, Bulgaria, China, Malaysia, Malta, the Netherlands, South Korea, and the U.K., that historically have had statutory tax rates different than the U.S. statutory tax rate. This can result in a foreign tax rate differential that may reflect a tax benefit or detriment. This foreign tax rate differential can change from year to year based upon the jurisdictional mix of earnings and changes in current and future enacted tax rates. Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or reduced tax rates in their respective jurisdictions. From 2020 through 2022, a subsidiary in Changzhou, China was eligible for a reduced corporate income tax rate of 15 %. 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 caption. Withholding taxes not creditable Withholding taxes may apply to intercompany interest, royalty, management fees, and certain payments to third parties. Such taxes are deducted if they cannot be credited against the recipient’s tax liability in its country of residence. Additional consideration has been given to the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes. Earnings are not considered to be indefinitely reinvested in the jurisdictions in which they were earned. In certain jurisdictions we recognize a deferred tax liability on withholding and other taxes on intercompany payments including dividends. Research and development incentives Certain income of our U.K. subsidiaries is eligible for lower tax rates under the "patent box" regime, resulting in certain of our intellectual property income being taxed at a rate lower than the U.K. statutory tax rate. Qualified investments are eligible for a bonus deduction under China’s R&D super deduction regime. In the U.S., we benefit from R&D credit incentives. 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. 84 Table of Contents Deferred income tax assets and liabilities The primary components of deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows: As of December 31, 2022 2021 Deferred tax assets: Net operating loss, interest expense, and other carryforwards $ 379,036 $ 393,724 Prepaid and accrued expenses 48,540 55,794 Intangible assets and goodwill 67,330 87,830 Pension liability and other 9,801 11,278 Property, plant and equipment 15,042 16,290 Share-based compensation 7,862 8,421 Inventories and related reserves 17,329 10,767 Unrealized exchange loss 17,645 805 Total deferred tax assets 562,585 584,909 Valuation allowance ( 249,525 ) ( 225,919 ) Net deferred tax asset 313,060 358,990 Deferred tax liabilities: Intangible assets and goodwill ( 489,169 ) ( 493,787 ) Tax on undistributed earnings of subsidiaries ( 60,535 ) ( 68,384 ) Operating lease right of use assets ( 6,803 ) ( 9,360 ) Property, plant and equipment ( 14,309 ) ( 14,506 ) Unrealized exchange gain ( 6,298 ) ( 7,198 ) Total deferred tax liabilities ( 577,114 ) ( 593,235 ) Net deferred tax liability $ ( 264,054 ) $ ( 234,245 ) Valuation allowance and net operating loss carryforwards We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. Significant judgment is required in considering the relative impact of the negative and positive evidence, and weight given to each category of evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary, and the more difficult it is to support a conclusion that a valuation allowance is not needed. Additionally, we utilize the "more likely than not" criteria established in FASB ASC Topic 740 to determine whether the future tax benefit from the deferred tax assets should be recognized. As a result, we have established valuation allowances on the deferred tax assets in jurisdictions that have incurred net operating losses and in which it is more likely than not that such losses will not be utilized in the foreseeable future. As of each reporting date, we consider new evidence, both positive and negative, that could impact our view with regard to future realization of deferred tax assets. Our interest expense carryforwards in certain jurisdictions are subject to limitations. We consider these limitations in our assessment of positive and negative evidence. Our assessment of these limitations has resulted in the conclusion that a portion of our interest carryforwards are subject to a valuation allowance. For tax purposes, certain goodwill and indefinite-lived intangible assets are generally amortizable over 6 to 15 years. For book purposes, goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually. The tax amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not reverse unless the related book goodwill or indefinite-lived intangible asset is impaired or written off. This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period. 85 Table of Contents The total valuation allowance increased $ 23.6 million and $ 23.8 million in the years ended December 31, 2022 and 2021, respectively. 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. 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. As of December 31, 2022, we have U.S. federal net operating loss carryforwards of $ 828.0 million, of which $ 246.5 million will expire from 2028 to 2037, and $ 581.5 million do not expire. We have state net operating loss carryforwards with limited and unlimited lives. Our limited life state net operating losses will expire beginning in 2023. As of December 31, 2022, we have suspended interest expense carryforwards of $ 418.9 million, which have an unlimited life. We also have net operating loss carryforwards in foreign jurisdictions of $ 576.5 million, which will begin to expire in 2023. Unrecognized tax benefits A reconciliation of the amount of unrecognized tax benefits is as follows: For the year ended December 31, 2022 2021 2020 Balance at beginning of year $ 223,791 $ 201,410 $ 117,591 Increases related to current year tax positions 4,997 3,574 46,329 Increases related to prior year tax positions 1,312 37,869 43,082 (Decreases)/increases related to business combinations ( 883 ) 1,370 — Decreases related to settlements with tax authorities — ( 11,015 ) ( 5,183 ) Decreases related to prior year tax positions ( 3,097 ) ( 8,363 ) ( 1,294 ) Decreases related to lapse of applicable statute of limitations ( 743 ) ( 483 ) ( 452 ) Changes related to foreign currency exchange rates ( 789 ) ( 571 ) 1,337 Balance at end of year $ 224,588 $ 223,791 $ 201,410 We recognize interest and penalties related to unrecognized tax benefits in the consolidated statements of operations and the consolidated balance sheets. 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 For the year ended December 31, As of December 31, (In millions) 2022 2021 2020 2022 2021 Interest $ 0.5 $ ( 0.1 ) $ 0.4 $ 2.1 $ 1.6 Penalties $ 0.1 $ 0.0 $ 0.2 $ 0.5 $ 0.4 At December 31, 2022, we anticipate that the liability for unrecognized tax benefits could decrease by up to $ 41.0 million within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities. 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, 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 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. 86 Table of Contents 8. Net Income per Share Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the years ended December 31, 2022, 2021, and 2020, the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows: For the year ended December 31, (In thousands) 2022 2021 2020 Basic weighted-average ordinary shares outstanding 155,253 158,166 157,373 Dilutive effect of stock options 212 640 275 Dilutive effect of unvested restricted securities 462 564 486 Diluted weighted-average ordinary shares outstanding 155,927 159,370 158,134 Net income and net income per share are presented in the consolidated statements of operations. Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. Refer to Note 4: Share-Based Payment Plans for additional information related to our equity awards. These potential ordinary shares are as follows: For the year ended December 31, (In thousands) 2022 2021 2020 Anti-dilutive shares excluded 1,115 6 1,575 Contingently issuable shares excluded 1,294 1,029 995 9. Inventories The following table presents the components of inventories as of December 31, 2022 and 2021: As of December 31, 2022 2021 Finished goods $ 202,531 $ 201,424 Work-in-process 117,691 101,558 Raw materials 324,653 285,249 Inventories $ 644,875 $ 588,231 Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to inventories. 10. Property, Plant and Equipment, Net PP&E, net as of December 31, 2022 and 2021 consisted of the following: As of December 31, 2022 2021 Land $ 17,881 $ 17,972 Buildings and improvements 300,288 285,113 Machinery and equipment 1,634,371 1,534,166 Total property, plant and equipment 1,952,540 1,837,251 Accumulated depreciation ( 1,111,721 ) ( 1,016,318 ) Property, plant and equipment, net $ 840,819 $ 820,933 Depreciation expense for PP&E, including amortization of leasehold improvements and depreciation of assets under finance leases, totaled $ 127.2 million, $ 125.0 million, and $ 125.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. 87 Table of Contents PP&E, net as of December 31, 2022 and 2021 included the following assets under finance leases: As of December 31, 2022 2021 Assets under finance leases in property, plant and equipment $ 49,714 $ 49,714 Accumulated depreciation ( 29,442 ) ( 27,821 ) Assets under finance leases in property, plant and equipment, net $ 20,272 $ 21,893 Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to PP&E, net. 11. Goodwill and Other Intangible Assets, Net 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 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 At each of December 31, 2022, 2021, and 2020, accumulated goodwill impairment related to Performance Sensing and Sensing Solutions was $ 0.0 million and $ 18.5 million, respectively. Refer to Note 21: 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. Net assets acquired are comprised of tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We apply estimates and assumptions to determine the fair value of the intangible assets and of any contingent consideration obligations. Critical estimates in valuing purchased technology, customer relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate amortization expense. 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 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. In addition, in the year ended December 31, 2020, we recognized indefinite-lived intangible assets of $ 6.9 million related to in-process research & development acquired in a fiscal year 2020 business combination transaction. 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, 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. This reorganization had no impact on our Aerospace reporting unit. 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 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. 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. 88 Table of Contents 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. We reassigned assets and liabilities, including goodwill, to these new reporting units as required by FASB ASC Topic 350. 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. 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. We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the goodwill impairment test, including: 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: As of December 31, 2022 Weighted- Average Life (years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Value 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) 7 74,163 ( 57,603 ) — 16,560 Total 12 $ 3,291,739 $ ( 2,352,813 ) $ ( 14,574 ) $ 924,352 As of December 31, 2021 Weighted- Average Life (years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Value Completed technologies 14 $ 917,929 $ ( 626,490 ) $ ( 2,430 ) $ 289,009 Customer relationships 12 2,095,735 ( 1,575,902 ) ( 12,144 ) 507,689 Tradenames 19 77,484 ( 23,544 ) — 53,940 Capitalized software and other (1) 7 72,180 ( 51,457 ) — 20,723 Total 12 $ 3,163,328 $ ( 2,277,393 ) $ ( 14,574 ) $ 871,361 __________________________ (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. 89 Table of Contents The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2022, 2021, and 2020: For the year ended December 31, 2022 2021 2020 Acquisition-related definite-lived intangible assets $ 147,110 $ 125,982 $ 122,915 Capitalized software 6,677 8,147 6,634 Amortization of intangible assets $ 153,787 $ 134,129 $ 129,549 The table below presents estimated amortization of definite-lived intangible assets for each of the next five years: For the year ended December 31, 2023 $ 153,685 2024 $ 138,980 2025 $ 113,824 2026 $ 95,916 2027 $ 82,327 12. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2022 and 2021 consisted of the following: As of December 31, 2022 2021 Accrued compensation and benefits $ 85,995 $ 98,839 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 Current portion of pension and post-retirement benefit obligations 2,504 2,554 Other accrued expenses and current liabilities 179,057 173,441 Accrued expenses and other current liabilities $ 346,942 $ 343,816 13. Pension and Other Post-Retirement Benefits We provide various pension and other post-retirement benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans. Refer to Note 2: 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: Other, Net . 90 Table of Contents 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, 2022 2021 Change in benefit obligation: Beginning balance $ 108,511 $ 129,627 Service cost 3,897 4,070 Interest cost 2,485 2,223 Plan participants’ contributions 562 698 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 ) Ending balance $ 84,451 $ 108,511 Change in plan assets: Beginning balance $ 67,199 $ 78,127 Actual return on plan assets ( 8,606 ) 2,635 Employer contributions 4,368 10,961 Plan participants’ contributions 562 698 Benefits paid ( 12,436 ) ( 20,467 ) Foreign currency remeasurement ( 5,226 ) ( 4,755 ) Ending balance $ 45,861 $ 67,199 Funded status at end of year $ ( 38,590 ) $ ( 41,312 ) Accumulated benefit obligation at end of year $ 72,468 $ 95,213 14. Debt Our long-term debt, net and finance lease and other financing obligations as of December 31, 2022 and 2021 consisted of the following: As of December 31, Maturity Date 2022 2021 Term Loan (1) September 20, 2026 $ 446,834 $ 451,465 4.875 % Senior Notes (2) October 15, 2023 — 500,000 5.625 % Senior Notes November 1, 2024 400,000 400,000 5.0 % Senior Notes October 1, 2025 700,000 700,000 4.375 % Senior Notes February 15, 2030 450,000 450,000 3.75 % Senior Notes February 15, 2031 750,000 750,000 4.0 % Senior Notes April 15, 2029 1,000,000 1,000,000 5.875 % Senior Notes September 1, 2030 500,000 — Less: debt discount, net of premium ( 3,360 ) ( 5,207 ) Less: deferred financing costs ( 29,916 ) ( 26,682 ) Less: current portion (1) ( 254,630 ) ( 4,630 ) Long-term debt, net $ 3,958,928 $ 4,214,946 Finance lease and other financing obligations $ 26,583 $ 28,767 Less: current portion ( 1,841 ) ( 2,203 ) Finance lease and other financing obligations, less current portion $ 24,742 $ 26,564 _______________________________ 91 Table of Contents (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. 92 Table of Contents Secured Credit Facility 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. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the year ended December 31, 2022. Term Loan 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, 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, 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 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 %. We are required to pay to our revolving credit lenders, on a quarterly basis, a commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.125 % to 0.250 %, depending on our senior secured net leverage ratios. As of December 31, 2022, there was $ 746.1 million available under the Revolving Credit Facility, net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of December 31, 2022, no amounts had been drawn against these outstanding letters of credit. 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. 93 Table of Contents Senior Notes 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. The Senior Notes were issued under indentures (the "Senior Notes Indentures") among the issuers listed in the table below, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named in the respective Senior Notes Indentures. 5.625% Senior Notes 5.0% Senior Notes 4.375% Senior Notes 3.75% Senior Notes 4.0% Senior Notes 5.875% Senior Notes Aggregate principal amount $ 400,000 $ 700,000 $ 450,000 $ 750,000 $ 1,000,000 $ 500,000 Interest rate 5.625 % 5.000 % 4.375 % 3.750 % 4.000 % 5.875 % Issue price 100.000 % 100.000 % 100.000 % 100.000 % Various (1) 100.000 % Issuer STBV STBV STI STI STBV STBV Issue date October 2014 March 2015 September 2019 August 2020 Various (1) August 2022 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 __________________________ (1) On March 29, 2021, we issued $ 750.0 million of 4.0 % Senior Notes that were priced at 100.00 %. On April 8, 2021, we issued $ 250.0 million of 4.0 % Senior Notes that were priced at 100.75 %. 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. On or after such date, we may optionally redeem the 3.75% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date: Period beginning February 15, Price 2026 101.875 % 2027 100.938 % 2028 and thereafter 100.000 % 94 Table of Contents 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. On or after such date, we may optionally redeem the 4.0% 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 April 15, Price 2024 102.000 % 2025 101.000 % 2026 and thereafter 100.000 % 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. 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. Guarantees 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). 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. All provisions regarding remedies in an event of default are subject to the relevant Senior Notes Indenture. 95 Table of Contents Restrictions and Covenants As of December 31, 2022, STBV and all of its subsidiaries were subject to certain restrictive covenants under the Credit Agreement and the Senior Notes Indentures. Under certain circumstances, STBV is permitted to designate a subsidiary as "unrestricted" for purposes of the Credit Agreement, in which case the restrictive covenants thereunder will not apply to that subsidiary; the Senior Notes Indentures do not contain such a permission. STBV has not designated any subsidiaries as unrestricted. The net assets of STBV subject to these restrictions totaled $ 2.9 billion at December 31, 2022. Credit Agreement The Credit Agreement contains non-financial restrictive covenants (subject to important exceptions and qualifications set forth in the Credit Agreement) that limit our ability to, among other things: • incur indebtedness or liens, prepay subordinated debt, or amend the terms of our subordinated debt; • make loans and investments (including acquisitions) or sell assets; • change our business or accounting policies, merge, consolidate, dissolve or liquidate, or amend the terms of our organizational documents; • enter into affiliate transactions; • pay dividends and make other restricted payments; • 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. Senior Notes Indentures 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; 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. and provided no default has occurred and is continuing at such time. The suspended covenants will be reinstated if the Senior Notes are no longer assigned an investment grade rating by either rating agency or an event of default has occurred and is continuing at such time. As of December 31, 2022, none of the Senior Notes were assigned an investment grade rating by either rating agency. Restrictions on Payment of Dividends STBV's subsidiaries are generally not restricted in their ability to pay dividends or otherwise distribute funds to STBV, except for restrictions imposed under applicable corporate law. 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: • 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 96 Table of Contents 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; and • 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. The Senior Notes Indentures generally allow STBV to pay dividends and make other distributions to its parent companies. Compliance with Financial and Non-Financial Covenants We were in compliance with all of the financial and non–financial covenants and default provisions associated with our indebtedness as of December 31, 2022 and for the fiscal year then ended. 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. In addition, in connection with the issuance of the 4.0% Senior Notes, we recognized $ 9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets and $ 1.7 million of issuance premiums, which are presented as an addition to long-term debt on our consolidated balance sheets. 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. Refer to Note 2: Significant Accounting Policies for additional information related to our accounting policies regarding debt financing transactions. Finance Lease and Other Financing Obligations Refer to Note 17: Leases for additional information related to our finance leases. Debt Maturities The aggregate principal amount of each tranche of our Senior Notes is due in full at its maturity date. The Term Loan must be repaid in full on or prior to its final maturity date. Loans made pursuant to the Revolving Credit Facility must be repaid in full at its maturity date and can be repaid prior to then at par. All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such time. 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 2024 404,630 2025 704,630 2026 182,944 2027 — Thereafter 2,700,000 Total long-term debt principal payments $ 4,246,834 97 Table of Contents 15. Commitments and Contingencies Non-cancelable purchase agreements exist with various suppliers, primarily for services such as information technology ("IT") support. The terms of these agreements are fixed and determinable. As of December 31, 2022, we had the following purchase commitments, presented by expected payment dates: For the year ending December 31, 2023 $ 77,671 2024 11,227 2025 4,238 2026 2,460 2027 1,022 Thereafter 96 Total purchase commitments $ 96,714 Off-Balance Sheet Arrangements From time to time, we execute contracts that require us to indemnify the other parties to the contracts. These indemnification obligations generally arise in two contexts. First, in connection with certain transactions, such as the divestiture of a business or the issuance of debt or equity securities, the agreement typically contains standard provisions requiring us to indemnify the purchaser against breaches by us of representations and warranties contained in the agreement. These indemnities are generally subject to time and liability limitations. Second, we enter into agreements in the ordinary course of business, such as customer contracts, that might contain indemnification provisions relating to product quality, intellectual property infringement, governmental regulations and employment related matters, and other typical indemnities. In certain cases, indemnification obligations arise by law. We believe that our indemnification obligations are consistent with other companies in the markets in which we compete. Performance under any of these indemnification obligations would generally be triggered by a breach of the terms of the contract or by a third-party claim. Historically, we have experienced only immaterial and irregular losses associated with these indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated or accrued. Indemnifications Provided as Part of Contracts and Agreements We are party to the following types of agreements pursuant to which we may be obligated to indemnify a third party with respect to certain matters. 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. No indemnification is provided for in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty on our behalf. In addition, we have a liability insurance policy that insures directors and officers against the cost of defense, settlement, or payment of claims and judgments under some circumstances. Certain indemnification payments may not be covered under our directors’ and officers’ insurance coverage. Initial Purchasers of Senior Notes : Pursuant to the terms of the purchase agreements entered into in connection with our private placement senior note offerings, we are obligated to indemnify the initial purchasers of the Senior Notes against certain liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. 98 Table of Contents Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and product liability indemnification included in the terms of sale. Historically, we have had only immaterial and irregular losses associated with these indemnifications. Consequently, any future liabilities resulting from these indemnifications cannot reasonably be estimated or accrued. Product Warranty Liabilities Refer to Note 2: Significant Accounting Policies — Revenue Recognition for additional information related to the warranties we provide to customers. In the event a warranty claim based on defective materials exists, we may be able to recover some of the cost of the claim from the vendor from whom the materials were purchased. Our ability to recover some of the costs will depend on the terms and conditions to which we agreed when the materials were purchased. When a warranty claim is made, the only collateral available to us is the return of the inventory from the customer making the warranty claim. Historically, when customers make a warranty claim, we either replace the product or provide the customer with a credit. We generally do not rework the returned product. Our policy is to accrue for warranty claims when a loss is both probable and estimable. This is accomplished by accruing for estimated returns and estimated costs to replace the product at the time the related revenue is recognized. Liabilities for warranty claims have historically not been material. In some instances, customers may make claims for costs they incurred or other damages related to a claim. Environmental Remediation Liabilities Our operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and our employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. We are, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving us or our operations. Legal Proceedings and Claims We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial position, and/or cash flows. We account for litigation and claims losses in accordance with FASB ASC Topic 450, Contingencies . Under FASB ASC Topic 450, loss contingency provisions are recognized for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions. 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: There are no material pending litigation or claims outstanding as of December 31, 2022. 16. 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. 99 Table of Contents Treasury Shares From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board of Directors at any time. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. The authorized amount of our various share repurchase programs may be modified or terminated by our Board of Directors at any time. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. In July 2019 our Board of Directors authorized a $ 500.0 million share repurchase program (the "July 2019 Program"). On April 2, 2020, we announced a temporary suspension of the July 2019 Program. 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 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 $ 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 The components of accumulated other comprehensive loss for the years ended December 31, 2022, 2021, and 2020 were as follows: Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2019 $ 16,546 $ ( 37,030 ) $ ( 20,484 ) Pre-tax current period change ( 31,114 ) ( 7,848 ) ( 38,962 ) Income tax effect 7,835 2,076 9,911 Balance as of December 31, 2020 ( 6,733 ) ( 42,802 ) ( 49,535 ) Pre-tax current period change 31,671 8,145 39,816 Income tax effect ( 8,107 ) ( 1,734 ) ( 9,841 ) Balance as of December 31, 2021 16,831 ( 36,391 ) ( 19,560 ) Pre-tax current period change ( 1,571 ) 5,311 3,740 Income tax effect 405 ( 849 ) ( 444 ) Balance as of December 31, 2022 $ 15,665 $ ( 31,929 ) $ ( 16,264 ) 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, 2022 2021 2020 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 (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 (loss)/income $ ( 1,166 ) $ 4,462 $ 3,296 $ 23,564 $ 6,411 $ 29,975 $ ( 23,279 ) $ ( 5,772 ) $ ( 29,051 ) 100 Table of Contents The amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2022, 2021, and 2020 were as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss For the year ended December 31, Affected Line in Consolidated Statements of Operations 2022 2021 2020 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ ( 46,183 ) $ 9,281 $ ( 10,785 ) Net revenue (1) Foreign currency forward contracts ( 6,543 ) ( 9,707 ) 3,397 Cost of revenue (1) Total, before taxes ( 52,726 ) ( 426 ) ( 7,388 ) Income before taxes Income tax effect 13,603 107 1,847 Provision for income taxes Total, net of taxes $ ( 39,123 ) $ ( 319 ) $ ( 5,541 ) Net income Defined benefit and retiree healthcare plans $ 3,844 $ 8,268 $ 9,118 Other, net Total, before taxes 3,844 8,268 9,118 Income before taxes Income tax effect ( 979 ) ( 1,827 ) ( 2,396 ) Provision for income taxes Total, net of taxes $ 2,865 $ 6,441 $ 6,722 Net income __________________________ (1) Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to amounts to be reclassified from accumulated other comprehensive loss in future periods. 17. Leases The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented: As of December 31, 2022 2021 Operating lease right-of-use assets: Other assets $ 42,836 $ 44,118 Total operating lease right-of-use assets $ 42,836 $ 44,118 Operating lease liabilities: Accrued expenses and other current liabilities $ 9,971 $ 11,035 Other long-term liabilities 32,721 35,741 Total operating lease liabilities $ 42,692 $ 46,776 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 49,714 $ 49,714 Accumulated depreciation ( 29,442 ) ( 27,821 ) Property, plant and equipment, net $ 20,272 $ 21,893 Finance lease liabilities: Current portion of long-term debt, finance lease and other financing obligations $ 1,841 $ 2,203 Finance lease and other financing obligations, less current portion 24,742 26,564 Total finance lease liabilities $ 26,583 $ 28,767 The table below presents the lease liabilities arising from obtaining right-of-use assets in the years ended December 31, 2022 and 2021: For the year ended December 31, 2022 2021 Operating leases $ 4,230 $ 1,684 Finance leases $ 284 $ — 101 Table of Contents 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, 2022 2021 2020 Operating lease cost $ 14,900 $ 15,529 $ 16,658 Finance lease cost: Amortization of right-of-use assets $ 1,621 $ 1,714 $ 1,794 Interest on lease liabilities 2,339 2,477 2,565 Total finance lease cost $ 3,960 $ 4,191 $ 4,359 The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2022, 2021, and 2020: For the year ended December 31, 2022 2021 2020 Operating cash outflow related to operating leases $ 15,498 $ 15,173 $ 16,489 Operating cash outflow related to finance leases $ 2,119 $ 2,372 $ 2,262 Financing cash outflow related to finance leases $ 2,423 $ 1,806 $ 944 The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2022: 2022 Operating leases 6.5 Finance leases 10.1 The table below presents our weighted-average discount rate as of December 31, 2022: 2022 Operating leases 5.2 % Finance leases 8.7 % 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: Year ending December 31, Operating Leases Finance Leases 2023 $ 12,577 $ 3,845 2024 10,973 3,832 2025 7,893 3,893 2026 4,727 3,952 2027 3,058 4,016 Thereafter 13,833 21,402 Total undiscounted cash flows related to lease liabilities 53,061 40,940 Less imputed interest ( 10,369 ) ( 14,357 ) Total lease liabilities $ 42,692 $ 26,583 18. Fair Value Measures Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with FASB ASC Topic 820. The levels of the fair value hierarchy are described below: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. 102 Table of Contents • Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability. Measured on a Recurring Basis 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. As of December 31, 2022 2021 Assets measured at fair value: Foreign currency forward contracts $ 31,126 $ 25,112 Commodity forward contracts 4,181 2,979 Total assets measured at fair value $ 35,307 $ 28,091 Liabilities measured at fair value: Foreign currency forward contracts $ 9,866 $ 3,073 Commodity forward contracts 4,671 4,492 Total liabilities measured at fair value $ 14,537 $ 7,565 Refer to Note 2: Significant Accounting Policies for additional information related to the methods used to estimate the fair value of our financial instruments and Note 19: Derivative Instruments and Hedging Activities for additional information related to the inputs used to determine these fair value measurements and the nature of the risks that these derivative instruments are intended to mitigate. Although we have determined that the majority of the inputs used to value our derivative instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-performance risk in the fair value measurement. As of December 31, 2022 and 2021, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivatives in their entirety are classified in Level 2 in the fair value hierarchy. Quanergy 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. 103 Table of Contents Measured on a Nonrecurring Basis We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2022. Refer to Note 11: 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: Acquisitions and Divestitures for additional information. Financial Instruments Not Recorded at Fair Value The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the consolidated balance sheets as of December 31, 2022 and 2021. All fair value measures presented are categorized within Level 2 of the fair value hierarchy. As of December 31, 2022 2021 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Term Loan $ 446,834 $ 443,483 $ 451,465 $ 450,901 4.875 % Senior Notes $ — $ — $ 500,000 $ 526,250 5.625 % Senior Notes $ 400,000 $ 398,000 $ 400,000 $ 438,000 5.0 % Senior Notes $ 700,000 $ 684,250 $ 700,000 $ 759,500 4.375 % Senior Notes $ 450,000 $ 400,500 $ 450,000 $ 479,250 3.75 % Senior Notes $ 750,000 $ 626,250 $ 750,000 $ 747,188 4.0 % Senior Notes $ 1,000,000 $ 875,000 $ 1,000,000 $ 1,022,500 5.875 % Senior Notes $ 500,000 $ 473,750 $ — $ — __________________________ (1) Excluding any related debt discounts, premiums, and deferred financing costs. In addition to the above, we hold certain equity investments that do not have readily determinable fair values, for which we use the measurement alternative prescribed in FASB ASC Topic 321 . Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values. Refer to the table below for the carrying values of equity investments using the measurement alternative, which are presented as a component of other assets in the consolidated balance sheets. As of December 31, 2022 2021 Quanergy Systems, Inc. (1) $ — $ 50,000 Other 15,000 15,000 Total $ 15,000 $ 65,000 _________________________ (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. 19. Derivative Instruments and Hedging Activities We utilize derivative instruments that are designated and qualify as hedges of our exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on these hedging instruments with the earnings effect of the hedged forecasted transactions. We may enter into other derivative contracts that are intended to economically hedge certain risks, even though we elect not to apply hedge accounting under FASB ASC Topic 815. Derivative financial instruments not designated as hedges are used to manage our exposure to certain risks, not for trading or speculative purposes. Refer to Note 2: Significant Accounting Policies for additional information related to the valuation techniques and accounting policies regarding derivative instruments and hedging activities. 104 Table of Contents Foreign Currency Risk We are exposed to fluctuations in the values of certain foreign currencies relative to our functional currency, the USD. We enter into forward contracts to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815. For each of the years ended December 31, 2022, 2021, and 2020, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of December 31, 2022, we estimate that $ 20.5 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending December 31, 2023. As of December 31, 2022, we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1) 37.0 EUR December 28, 2022 January 31, 2023 Euro ("EUR") to USD 1.07 USD Not designated 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 655.0 JPY December 28, 2022 January 31, 2023 USD to Japanese Yen ("JPY") 133.01 JPY Not designated 18,304.3 KRW Various from February 2021 to December 2022 Various from January 2023 to November 2024 USD to Korean Won ("KRW") 1,228.41 KRW Cash flow hedge 24.0 MYR December 27, 2022 January 31, 2023 USD to Malaysian Ringgit ("MYR") 4.41 MYR Not designated 83.0 MXN December 28, 2022 January 31, 2023 USD to Mexican Peso ("MXN") 19.53 MXN Not designated 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 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 __________________________ (1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve the economic value, and they are not used for trading or speculative purposes. Commodity Risk We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815. As of December 31, 2022, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815: Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit Silver 972,101 troy oz. January 2023 to November 2024 $ 23.24 Gold 7,894 troy oz. 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 2023 to November 2024 $ 986.14 Palladium 1,355 troy oz. January 2023 to November 2024 $ 2,215.19 105 Table of Contents Financial Instrument Presentation The following table presents the fair value of our derivative financial instruments and their classification in the consolidated balance sheets as of December 31, 2022 and 2021: Asset Derivatives Liability Derivatives Balance Sheet Location As of December 31, Balance Sheet Location As of December 31, 2022 2021 2022 2021 Derivatives designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other current assets $ 27,114 $ 20,562 Accrued expenses and other current liabilities $ 6,586 $ 1,981 Foreign currency forward contracts Other assets 3,763 4,391 Other long-term liabilities 3,280 904 Total $ 30,877 $ 24,953 $ 9,866 $ 2,885 Derivatives not designated as hedging instruments: Commodity forward contracts Prepaid expenses and other current assets $ 2,542 $ 2,583 Accrued expenses and other current liabilities $ 4,066 $ 3,422 Commodity forward contracts Other assets 1,639 396 Other long-term liabilities 605 1,070 Foreign currency forward contracts Prepaid expenses and other current assets 249 159 Accrued expenses and other current liabilities — 188 Total $ 4,430 $ 3,138 $ 4,671 $ 4,680 These fair value measurements are all categorized within Level 2 of the fair value hierarchy. Refer to Note 18: Fair Value Measures for additional information related to the categorization of these fair value measurements within the fair value hierarchy. 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 (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, 2022 2021 2022 2021 Foreign currency forward contracts $ 39,173 $ 32,698 Net revenue $ 46,183 $ ( 9,281 ) Foreign currency forward contracts $ 11,982 $ ( 601 ) Cost of revenue $ 6,543 $ 9,707 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income For the year ended December 31, 2022 2021 Commodity forward contracts $ ( 3,350 ) $ ( 2,967 ) Other, net Foreign currency forward contracts $ 4,324 $ ( 7,553 ) Other, net Credit risk related contingent features We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of December 31, 2022, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 14.8 million. As of December 31, 2022, we have no t posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values. 106 Table of Contents 20. Segment Reporting We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Segment Reporting . The Sensing Solutions reportable segment is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions. Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, IT, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies . 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. 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), exhaust management, and operator controls. 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. 107 Table of Contents 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: For the year ended December 31, 2022 2021 2020 Net revenue: Performance Sensing $ 2,976,756 $ 2,847,908 $ 2,223,810 Sensing Solutions 1,052,506 972,898 821,768 Total net revenue $ 4,029,262 $ 3,820,806 $ 3,045,578 Segment operating income (as defined above): Performance Sensing $ 751,640 $ 777,237 $ 532,529 Sensing Solutions 300,015 293,185 241,218 Total segment operating income 1,051,655 1,070,422 773,747 Corporate and other ( 294,429 ) ( 288,111 ) ( 273,367 ) Amortization of intangible assets ( 153,787 ) ( 134,129 ) ( 129,549 ) Restructuring and other charges, net 66,700 ( 14,942 ) ( 33,094 ) Operating income 670,139 633,240 337,737 Interest expense, net ( 178,819 ) ( 179,291 ) ( 171,757 ) Other, net ( 94,618 ) ( 40,032 ) ( 339 ) Income before taxes $ 396,702 $ 413,917 $ 165,641 No customer exceeded 10% of our net revenue in any of the periods presented. The following table presents net revenue by product category for the years ended December 31, 2022, 2021, and 2020: Performance Sensing Sensing Solutions For the year ended December 31, 2022 2021 2020 Net revenue: Sensors X X $ 2,887,063 $ 2,952,485 $ 2,380,608 Electrical protection X X 710,483 635,141 504,001 Other X X 431,716 233,180 160,969 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: For the year ended December 31, 2022 2021 2020 Depreciation and amortization: Performance Sensing $ 97,063 $ 91,591 $ 91,522 Sensing Solutions 16,380 16,334 16,564 Corporate and other (1) 167,528 151,163 147,143 Total depreciation and amortization $ 280,971 $ 259,088 $ 255,229 __________________________ (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 108 Table of Contents 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. The following table presents total assets for our reportable segments as of December 31, 2022 and 2021: As of December 31, 2022 2021 Assets: Performance Sensing $ 1,747,768 $ 1,605,313 Sensing Solutions 631,052 555,135 Corporate and other (1) 6,377,400 6,453,318 Total assets $ 8,756,220 $ 8,613,766 __________________________ (1) The following is included within corporate and other as of December 31, 2022 and 2021: goodwill of $ 3,911.2 million and $ 3,502.1 million, respectively; other intangible assets, net of $ 999.7 million and $ 946.7 million, respectively; cash and cash equivalents of $ 1,225.5 million and $ 1,709.0 million, respectively; and PP&E, net of $ 43.3 million and $ 41.8 million, respectively. This treatment is consistent with the financial information reviewed by our chief operating decision maker. The following table presents additions to PP&E and capitalized software for our reportable segments for the years ended December 31, 2022, 2021, and 2020: For the year ended December 31, 2022 2021 2020 Additions to property, plant and equipment and capitalized software: Performance Sensing $ 110,101 $ 104,220 $ 79,252 Sensing Solutions 19,681 20,559 16,885 Corporate and other 20,282 19,624 10,582 Total additions to property, plant and equipment and capitalized software $ 150,064 $ 144,403 $ 106,719 Geographic Area Information The following tables present net revenue by geographic area and by significant country for the years ended December 31, 2022, 2021, and 2020. In these tables, net revenue is aggregated according to the location of our subsidiaries. For the year ended December 31, 2022 2021 2020 Net revenue: Americas $ 1,705,222 $ 1,450,658 $ 1,197,846 Europe 1,045,031 1,003,204 816,287 Asia and rest of world 1,279,009 1,366,944 1,031,445 Net revenue $ 4,029,262 $ 3,820,806 $ 3,045,578 For the year ended December 31, 2022 2021 2020 Net revenue: United States $ 1,563,616 $ 1,311,878 $ 1,082,671 China 818,974 871,667 641,516 The Netherlands 810,069 621,658 482,020 Korea 159,239 191,045 172,229 United Kingdom 119,109 120,686 122,403 All other 558,255 703,872 544,739 Net revenue $ 4,029,262 $ 3,820,806 $ 3,045,578 109 Table of Contents The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2022 and 2021. In these tables, PP&E, net is aggregated based on the location of our subsidiaries. As of December 31, 2022 2021 Property, plant and equipment, net: Americas $ 283,189 $ 264,901 Europe 168,271 180,524 Asia and rest of world 389,359 375,508 Property, plant and equipment, net $ 840,819 $ 820,933 As of December 31, 2022 2021 Property, plant and equipment, net: United States $ 111,270 $ 108,590 China 294,408 285,516 Mexico 171,749 156,132 Bulgaria 127,171 138,564 United Kingdom 29,640 32,345 Malaysia 90,584 85,154 All other 15,997 14,632 Property, plant and equipment, net $ 840,819 $ 820,933 21. Acquisitions and Divestitures Acquisitions 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. Xirgo 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. Spear 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. 110 Table of Contents 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: Net working capital, excluding cash $ 404 Property, plant and equipment 5,317 Goodwill 76,307 Other intangible assets 30,500 Other assets 421 Deferred income tax liabilities ( 3,287 ) Other long-term liabilities ( 525 ) Fair value of net assets acquired, excluding cash and cash equivalents 109,137 Cash and cash equivalents 4,547 Fair value of net assets acquired $ 113,684 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. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 6,200 11 Completed technologies 22,400 13 Tradenames 1,900 10 Total definite-lived intangible assets acquired $ 30,500 12 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. SmartWitness 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. 111 Table of Contents 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 Property, plant and equipment 317 Goodwill 129,210 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 Cash and cash equivalents 9,518 Fair value of net assets acquired $ 205,490 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. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 24,100 16 Completed technologies 52,000 10 Tradenames 700 6 Total definite-lived intangible assets acquired $ 76,800 12 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. Elastic M2M 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. 112 Table of Contents 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. 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. Dynapower 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. 113 Table of Contents 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 Goodwill 418,379 Other intangible assets 164,400 Other assets 1,656 Deferred income tax liabilities ( 25,548 ) Other liabilities ( 1,035 ) Fair value of net assets acquired, excluding cash and cash equivalents 573,063 Cash and cash equivalents 4,410 Fair value of net assets acquired $ 577,473 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 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 estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 37,000 13 Backlog 7,100 2 Completed technologies 86,100 12 Tradenames 34,200 18 Total definite-lived intangible assets acquired $ 164,400 13 The 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. 114 Table of Contents 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. 22. 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. 115 Table of Contents SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Balance Sheets (In thousands) As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,227 $ 1,858 Intercompany receivables 8,291 2,662 Intercompany notes receivable from subsidiaries 203,844 290,944 Prepaid expenses and other current assets 1,998 2,288 Total current assets 215,360 297,752 Deferred income tax assets 436 462 Other non-current assets — 49 Investment in subsidiaries 2,911,358 2,955,727 Total assets $ 3,127,154 $ 3,253,990 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 1,075 $ 443 Intercompany accounts payable to subsidiaries 13,814 7,264 Intercompany notes payable to subsidiaries — 149,208 Accrued expenses and other current liabilities 1,458 2,341 Total current liabilities 16,347 159,256 Total liabilities 16,347 159,256 Total shareholders’ equity 3,110,807 3,094,734 Total liabilities and shareholders’ equity $ 3,127,154 $ 3,253,990 The accompanying notes are an integral part of these condensed financial statements. 116 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Statements of Operations (In thousands) For the year ended December 31, 2022 2021 2020 Net revenue $ — $ — $ — Operating costs and expenses: Selling, general and administrative 15,489 13,687 12,477 Total operating costs and expenses 15,489 13,687 12,477 Loss from operations ( 15,489 ) ( 13,687 ) ( 12,477 ) Intercompany dividend income 400,000 200,000 — 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 (loss)/income of subsidiaries ( 77,704 ) 175,663 182,733 Benefit from/(provision for) income taxes 2,738 2,134 ( 5,606 ) Net income $ 310,685 $ 363,580 $ 164,286 The accompanying notes are an integral part of these condensed financial statements. 117 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Statements of Comprehensive Income (In thousands) For the year ended December 31, 2022 2021 2020 Net income $ 310,685 $ 363,580 $ 164,286 Other comprehensive income/(loss), net of tax: Subsidiaries' other comprehensive income/(loss) 3,296 29,975 ( 29,051 ) Other comprehensive income/(loss) 3,296 29,975 ( 29,051 ) Comprehensive income $ 313,981 $ 393,555 $ 135,235 The accompanying notes are an integral part of these condensed financial statements. 118 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Statements of Cash Flows (In thousands) For the year ended December 31, 2022 2021 2020 Net cash used in operating activities $ ( 9,455 ) $ ( 15,959 ) $ ( 7,911 ) Cash flows from investing activities: Intercompany loans — ( 224,972 ) — Dividends received from subsidiary 400,000 200,000 — 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 (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 (used in)/provided by financing activities ( 391,176 ) 42,125 8,337 Net change in cash and cash equivalents ( 631 ) 1,194 426 Cash and cash equivalents, beginning of year 1,858 664 238 Cash and cash equivalents, end of year $ 1,227 $ 1,858 $ 664 The accompanying notes are an integral part of these condensed financial statements. 119 Table of Contents 1. 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 U.S. 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 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. Sensata plc has no direct outstanding debt obligations. However, Sensata Technologies B.V., an indirect, wholly-owned subsidiary of Sensata plc, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under its Senior Secured Credit Facilities and the indentures governing its senior notes. For a discussion of the debt obligations of the subsidiaries of Sensata plc, refer to Note 14: Debt of the Consolidated Financial Statements included elsewhere in this Report. All U.S. dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated. 2. Commitments and Contingencies 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 included elsewhere in this Report. 120 Table of Contents SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In thousands) Balance at the Beginning of the Period Additions Deductions Balance at the End of the Period Charged, Net of Reversals, to Expenses/Against Revenue For the year ended December 31, 2022 Accounts receivable allowances $ 17,003 $ 8,531 $ ( 1,288 ) $ 24,246 For the year ended December 31, 2021 Accounts receivable allowances $ 19,033 $ ( 813 ) $ ( 1,217 ) $ 17,003 For the year ended December 31, 2020 Accounts receivable allowances $ 15,129 $ 5,654 $ ( 1,750 ) $ 19,033 121 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.