Sensata, a global industrial technology company, is a leaderengages in the development, manufacture, and sale of sensors and controls. We produce a wide range of customized, innovative sensors and controls for mission-critical applications such as pressure sensors in automotive systems, thermal circuit breakers in aircraft, pressure sensors in automotive systems, and bimetal current and temperature control devices in electric motors. We believecan trace our origins back to entities that we are one ofhave been engaged in the largest suppliers of sensors and controls in the majority of the key applications in which we compete and that we have developed our strong market position due to our long-standing customer relationships, technical expertise, product performance and quality, and competitive cost structure. We compete in growing global market segments driven by demand for products that are safe, energy-efficient, and environmentally-friendly. In addition, our long-standing position in emerging markets, including our greater than 15-year presence in China, further enhances our growth prospects. We deliver a strong value proposition to our customers by leveraging an innovative portfolio of core technologies and manufacturing at high volumes in low-cost locations such as China, Mexico, Malaysia, Bulgaria, and the Dominican Republic.business since 1916.

Our sensors are customized devices that translate a physical phenomenon, such as forcepressure or position, into electronic signals that microprocessors or computer-based control systems can act upon. Our controls are customized devices embedded within systems to protect them from excessive heat or current. Underlying these sensors and controls are core technology platforms—thermal and magnetic-hydraulic circuit protection, micro electromechanical systems, ceramic capacitance, and monosilicon strain gage—that we leverage across multiple products and applications, enabling us to optimize our research, development, and engineering ("RD&E") investments and achieve economies of scale.

Our primary products include pressurelow-, medium-, and high-pressure sensors, speed and position sensors, bimetal electromechanical controls, temperature sensors, speed sensors, position sensors, force sensors, motor protectors,power conversion and control products, thermal and magnetic-hydraulic circuit breakers, pressure switches, and switches.interconnection products. We develop customized, and innovative solutions for specific customer requirements or applications across thea variety of end-markets, including automotive, heavy vehicle off-road ("HVOR"), appliance, automotive, heating, ventilation, and air conditioning (“HVAC”), industrial, aerospace, defense, data/telecom, semiconductor, and other end-markets.mobile power, among others. We have long-standing relationships with a geographically diverse base of leading global original equipment manufacturers (“OEMs”) and other multinational companies.

We develop products that address increasingly complex engineering requirements by investing substantially in research, development, and application engineering. By locating our global engineering team in close proximity to key customers in regional business centers, we are exposed to many development opportunities at an early stage and work closely with our customers to deliver the required solutions.solutions that meet their needs. As a result of the long development lead times and embedded nature of our products, we collaborate closely with our customers throughout the design and development phase of their products. Systems development by our customers typically requires significant multi-year investment for certification and qualification, which are often government or customer mandated. We believe the capital commitment and time required for this process significantly increases the switching costs once a customer has designed and installed a particular sensor or control into a system.

We can trace our origins back to entities that have been engaged inOver the sensors and controls business since 1916. We operated as a part of Texas Instruments from 1959 until April 27, 2006, when STBV, an indirect wholly-owned subsidiary of Sensata Technologies Holding,past ten years, we completed the 2006 Acquisition, which was effected through a number of STBV's subsidiaries that collectively purchased the assets and assumed the liabilities being transferred.following significant acquisitions:

Refer forto Note 18, "Segment Reporting," of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for details of the sensorsPerformance Sensing segment operating income for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 and total assets as of December 31, 20132016 and 2012.2015.

Sensors are customized devices that translate a physical phenomenon, such as pressure or position, into electronic signals for use bythat microprocessors or computer-based control systems.systems can act upon. The market is characterized by a broad range of products and applications across a diverse set of end-markets. We believe large OEMs and other multinational companies are increasingly demanding a global presence to supply sensors for their key global platforms.

Revenue growth from the global automotive end-market,and HVOR sensor end-markets, which includesinclude applications in powertrain, tire, air conditioning, and chassis control, is driven, we believe, by three principal trends. First, global automotive vehicle unit sales have demonstrated moderate but consistent annual growth since the global recession in 2008 and 2009 and are expected to continue to increase over the long-term due to population growth and increased usage of cars in emerging markets. Second, the number of sensors used per vehicle has expanded, driven by a combination of factors including government regulation of safety, emissions, and greater fuel efficiency, and consumer demand for new applications, and productivity for HVOR applications. For example, governments have mandated sensor-intensive advanced braking systemsfuel economy standards such as the Corporate Average Fuel Economy ("CAFE") requirements in boththe U.S. and emissions requirements such as "Euro VI" in Europe and the United States.lead to sensor-rich automobile powertrain strategies. Finally, revenue

The automotive sensors market isand HVOR sensor markets are characterized by high switching costs and barriers to entry, benefiting incumbent market leaders. Sensors are critical components that enable a wide variety of applications, many of which are essential to the proper functioning of the product in which they are incorporated. Sensor application-specific products require close engineering collaboration between the sensor supplier and the OEM or the Tier 1 supplier. As a result, OEMs and Tier 1 suppliers make significant investments in selecting, integrating, and testing sensors as part of their product development. Switching to a different sensor results in considerable additional work, both in terms of sensor customization and extensive platform/product retesting. This results in high switching costs for automotive and HVOR manufacturers once a sensor is designed-in, and we believe is one of the reasons that sensors are rarely changed during a platform lifecycle,life-cycle, which isin the case of the automotive end-market typically lasts five to seven years. Given the importance of reliability and the fact that the sensors have to be supported through the length of a product life, our experience has been that OEMs and Tier 1 suppliers tend to work with suppliers that have a long track record of quality and on-time delivery and the scale and resources to meet their needs as the car platform evolves and grows. In addition, the automotive segment is one of the largest markets for sensors, giving participants with a presence in this end-market significant scale advantages over those participating only in smaller, more niche industrial and medical markets.

We offer the following sensor products:significant products in the Performance Sensing business:

The table below sets forth the amount of net revenue we generated from each of these product categories in each of the last three fiscal years:

We continue to focus our efforts on expanding our presence in Asia, particularly China. We are well-positionedall global geographies, both emerging and mature. Our customers include established multinationals, as well as local producers in emerging markets such as China, India, Eastern Europe, and Turkey. China continues to capture additional revenue fromremain a priority for us because of its export focus and domestic consumption of products that utilize our multinational customers as they relocate manufacturing operations to China. We have been working to leverage this market position, with our brand recognition, to develop new, and build existing, relationships with a number of high-growth local Chinese manufacturers.devices. We continue to focus on managing our costs and increasing our productivity in these lower-cost manufacturing regions.

Refer forto Note 18, "Segment Reporting," of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for details of the controlsSensing Solutions segment operating income for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 and total assets as of December 31, 20132016 and 2012.2015.

ControlSensing Solutions products include controls, which are customized devices that protect equipment and electrical architecture from excessive heat or current.current, and sensors, which measure specific fluid based system parameters, including pressure and temperature. Our products help our customers' systems run safely and in an energy efficient and environmentally friendly manner. Our product line encompasses four categories of controls—lines encompass bimetal electromechanical controls, thermal and magnetic-hydraulic circuit breakers, power inverters,conversion and interconnection—control products, interconnection products, and industrial and aerospace sensors, each of which serves a highly diversified base of customers, end-markets, applications, and geographies.

Bimetal electromechanical controls include motor protectors, motor starters, thermostats, and switches, each of which helps prevent damage from excessive heat or current. Our bimetal electromechanical controls business serves a diverse group of end-markets, including commercial and residential HVAC systems, lighting, refrigeration, industrial motors, household appliances, and commercial and military aircraft. In developed markets such as the United States, Europe, and Japan, theThe demand for many of these products and their respective applications, tends to track tofollow the general economic environment with historical growth moderately above increases in Gross Domestic Product. Inand is affected by the emerging markets, a growing middle class and rapid overall industrialization is creating growth for our control products in electric motors, consumer conveniences such as appliances and HVAC, and communication infrastructure.increasing significance of new electronically-driven applications.

Our circuit breaker portfolio includes customized magnetic-hydraulicthermal circuit breakers and thermalcustomized magnetic-hydraulic circuit breakers, which help prevent damage from thermal or electrical oroverload. We provide thermal overload.circuit breakers to the commercial and military aircraft markets as well as the industrial and agricultural markets. Our magnetic-hydraulic circuit breakers servebreaker business serves a broad spectrum of OEMs and other multinational companies in the telecommunication, industrial, recreational vehicle, HVAC, refrigeration, marine, medical, information processing, electronic power supply, power generation, over-the-road trucking, construction, agricultural, and alternative energy markets. We provide thermal circuit breakers to the commercial and military aircraft markets. Although demandDemand for these products tends to pace the general economic environment, demand in certain end-markets, such as electrical protection for network power and critical, high-reliability mobile power applications, is projected to exceed the growth offollow the general economic environment.

Our power inverter products allow an electronic circuit to convertenable conversion of electric power from direct current ("DC") power to alternating current ("AC") power, or AC power to DC power. Power inverters are used mainly in applications where DC power, such as that stored in a battery, must be converted for use in an electrical device that runs on AC power, (e.g., any electrical products that plug intoor in applications where AC power is converted to DC power to charge batteries or power DC loads. Typically, converting AC power to DC power also utilizes a standard electrical outlet). charge controller.

Specific applications for power inverters and charge controllers include powering applications in utility/service trucks or recreational vehicles and providing power backupconversion and charge control for critical applications such as traffic light signalsoff-grid and key business/computergrid-tie battery back-up systems. Demand for these products is driven by economic development, the need to meet new energy efficiency standards, electrification of auxiliary loads on work trucks, emerging opportunities for residential energy storage and off-grid power systems, and a growing interest in clean energy to replace generators, which increases demand for both portablemobile and stationary power.

Our interconnection products consist of semiconductor burn-in test sockets used by semiconductor manufacturers to verify packaged semiconductor reliability. Demand in the semiconductor market is driven by consumer and business computational, entertainment, transportation, and communication needs. These needs are manifested indriven by the desire to have

We offer the following controls products:significant products in the Sensing Solutions business:

The table below sets forth the amount of revenue we generated from each of these product categories in each of the last three fiscal years:

Many of our customers, including automotive manufacturers and other industrial and commercial original equipment manufacturers ("OEMs"), have policies of seekingthat require annual price reductions each year. Recently, many of the industries in which our products are sold have suffered from unfavorable pricing pressures in North America and Europe, which in turn has led manufacturers to seek price reductions from their suppliers. Our significant reliance on these industries subjects us to these and other similar pressures.reductions. If we are not able to offset continued price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a material adverse effect on our results of operations and cash flows. In addition, our customers occasionally require engineering, design, or production changes. In some circumstances, we may be unable to cover the costs of these changes with price increases. Additionally, as our customers grow larger, they may increasingly require us to provide them with our products on an exclusive basis, which could cause an increase in the number of products we must carry and, consequently, increase our inventory levels and working capital requirements. Certain of our customers, particularly domestic automotive manufacturers, are increasingly requiring their suppliers to agree to their standard purchasing terms without deviation as a condition to engage in future business transactions. As a result, we may find it difficult to enter into agreements with such customers on terms that are commercially reasonable to us.

Our businessesWe operate in markets that are highly competitive, and we compete on the basis of product performance, quality, service, and/or price across the industries and markets we serve. A significant element of our competitive strategy is to manufacture high-quality products at low-cost,low cost, particularly in markets where low-cost country-based suppliers, primarily in China with respect to the controlsSensing Solutions business, have entered ourthe markets, or increased their sales in ourthese markets, by delivering products at

A significant portion of our revenue, expenses, receivables, and payables are denominated in currencies other than U.S. dollars ("USD"), in particular the Euro. We are, therefore, subject to foreign currency risks and foreign exchange exposure. Changes in the relative values of currencies occur from time to time and could affect our operating results. For financial reporting purposes, the functional currency that we use is the U.S. dollarUSD because of the significant influence of the U.S. dollarUSD on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the U.S. dollar.USD. At the date that thesuch transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in U.S. dollarsUSD using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the U.S. dollarUSD are adjusted to the U.S. dollarUSD using the exchange rate at the balance sheet date, with gains or losses recorded in Other, net. During times of a weakening U.S. dollar, our reported international sales and earnings willmay increase because the non-U.S.

There are other risks that are inherent in our non-U.S. operations, including the potential for changes in socio-economic conditions and/or monetary and fiscal policies, intellectual property protection difficulties and disputes, the settlement of legal disputes through certain foreign legal systems, the collection of receivables, exposure to possible expropriation or other government actions, unsettled political conditions, and possible terrorist attacks. These and other factors may have a material adverse effect on our non-U.S. operations and, therefore, on our business and results of operations.

Subject to the terms of our Board of Directorsindebtedness, we may finance future acquisitions with cash from operations, additional indebtedness, and/or by issuing additional equity securities. In addition, we could face financial risks associated with incurring additional indebtedness such as reducing our liquidity, limiting our access to determine whether any laws, including the FCPA, may have been violated in connection with a certain business relationship entered into by one of our operating subsidiaries involving business in China. We believefinancing markets, and increasing the amount of payments and the business involved was immaterial. We discontinued the specific business relationship,service on our debt. The availability of debt to finance future acquisitions may be restricted, and our investigation has not identified any other suspect transactions. We contacted the U.S. Department of Justice (the "DOJ") and the Securities and Exchange Commission (the "SEC")ability to make a voluntary disclosure of the possible violations, the investigation, and the initial findings. future acquisitions may be limited.

We have been fully cooperating with their review. During 2012, the DOJ informed us that it has closed its inquiry into the matter but indicated that it could reopen its inquirymay also seek to restructure our business in the future by disposing of certain of our assets or by consolidating operations. There can be no assurance that any restructuring of our business will not adversely affect our financial position, leverage, or results of operations. In addition, any significant restructuring of our business will require significant managerial attention, which may be diverted from our other operations.

The sensorsintegrations of Schrader and controls marketsCST into our operations are characterizedsignificant undertakings and will continue to a varying degree by changing technology, evolving industry standards,require significant attention from our management team. The Acquisitions involve the introductionintegration of new products,companies that previously

As a result of the Acquisitions, we have assumed all of the liabilities of Schrader and CST, including known and unknown contingent liabilities. If there are significant unknown obligations of Schrader or CST, or if we incur significant losses arising from known contingent liabilities assumed by us in connection with the Acquisitions, our business could be materially and adversely affected. We may obtain additional information about Schrader's or CST’s business that adversely affects the combined company, such as unknown liabilities, or issues that could affect our ability to protect our intellectual property and to operate without infringing oncomply with applicable laws. As a result, we cannot assure you that the proprietary rights of third parties. If we fail to adequately protect our intellectual property, competitors may manufacture and market products similar to ours. We have sought, and may continue from time to time to seek, to protect our intellectual property rights through litigation. These efforts mightAcquisitions will be unsuccessful in protecting such rights and may adversely affect our financial performance and distract our management. We also cannot be suresuccessful or that competitorsthey will not, challenge, invalidate,in fact, harm our business. Among other things, if the liabilities of Schrader or void the applicationCST are greater than expected, or if there are material obligations of any existing or future patents that we receive or license. In addition, patent rights may not prevent our competitors from developing, using, or selling products that are similar or functionally equivalent to our products. It is also possible that third parties may have, or acquire licenses for, other technology or designs that we may use or wish to use, so that we may need to acquire licenses to, or contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third-party rights.

A material labor disruption or work stoppage at one or more of our manufacturing facilities could have a material adverse effect on our business. In addition, work stoppages occur relatively frequently in the industries in which many of our customers operate, such as the automotive industry. If one or more of our larger customers were to experience a material work stoppage for any reason, that customer may halt or limit the purchase of our products. This could cause us to shut down production facilities relating to those products, which could have a material adverse effect on our business, results of operations, and financial condition.

Our efforts to protect against and to minimize these risks may not always be effective. We may occasionally seek to engage new suppliers with which we have little or no experience. The use of new suppliers can pose technical, quality, and other risks.

We use a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products, including those containing silver, gold, platinum, palladium, copper, aluminum, nickel, zinc, resins, and certain rare earth

The availability and price of raw materials and manufactured components may be subject to change due to, among other things, new laws or regulations, global economic or political events including strikes, terrorist actions, and war, suppliers' allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates, and prevailing price levels. For example, our Magnetic Speed and Position business, as well as the newly acquired Wabash Technologies, utilize magnets containing certain rare earth metals in their products. A large majority of the world's production of rare earth metals is in China. If China limits the export of such materials, there could be a world-wide shortage, leading to a lack of supply and higher prices for magnets made using these materials. It is generally difficult to pass increased prices for manufactured components and raw materials through to our customers in the form of price increases. Therefore, a significant increase in the price or a decrease in the availability of these items could materially increase our operating costs and materially and adversely affect our business and results of operations.

Our ability to generate revenue from products subject topending customer awards is subject to a number of important risks and uncertainties, many of which are beyond our control, including the number of products our customers will actually produce, as well as the timing of such production. Many of our customer contracts provide for supplying a certain share of the customer’s requirements for a particular application or platform, rather than for manufacturing a specific quantity of products. In some cases, we have no remedy if a customer chooses to purchase less than we expect. In cases where customers do make minimum volume commitments to us, our remedy for their failure to meet those minimum volumes is limited to increased pricing on those products that the customer does purchase from us or renegotiating other contract terms. There is no assurance that such price increases or new terms will offset a shortfall in expected revenue. In addition, some of our customers may have the right to discontinue a program or replace us with another supplier under certain circumstances. As a result, products for which we are currently incurring development expenses may not be manufactured by customers at all, or may be manufactured in smaller amounts than currently anticipated. Therefore, our anticipated future revenue from products relating to existing customer awards or product development relationships may not result in firm orders from customers for the originally contracted amount. We also incur capital expenditures and other costs, and price our products, based on estimated production volumes. If actual production volumes were significantly lower than estimated, our anticipated revenue and gross margin from those new products would be adversely affected. We cannot predict the ultimate demand for our customers’ products, nor can we predict the extent to which we would be able to pass through unanticipated per-unit cost increases to our customers.

We must comply with the United StatesU.S. Export Administration Regulations, International Traffic in Arms Regulation ("ITAR"), and the sanctions, regulations, and embargoes administered by the Office of Foreign Assets Control (“OFAC”). Certain of our products that have military applications are on the munitions list of the ITAR and require an individual validated license in order to be exported to certain jurisdictions. These restrictions also apply to technical data for design, development, production, use, repair, and maintenance of such ITAR-controlled products. The export of ITAR-controlled products or technical data requires an individual validated license from the U.S. State Department’s Directorate of Defense Trade Controls. Any delays in obtaining, or our inability to obtain, such licenses could result in a material reduction in revenue.

We export products that are subject to other export regulations, and any changes in these export regulations may further restrict the export of our products, and we may cease to be able to procure export licenses for our products under existing regulations. For example, changes in the OFAC administrated embargo on trade with Iran have eliminated exceptions that may have previously permitted direct or indirect sales to that country. This area remains fluid in terms of regulatory developments. Should we need an export license under existing regulations, the length of time required by the licensing process can vary, potentially delaying the shipment of products and the recognition of the corresponding revenue. We have no control over the time it takes to process an export license. Any restriction on the export of a significant product line or a significant amount of our products could cause a significant reduction in revenue. Violations of

We have discovered in the past, and may discover in the future, deficiencies in our OFAC and ITAR compliance programs. Although we continue to enhance these variouscompliance programs, we cannot assure you that any such enhancements will ensure that we are in compliance with applicable laws and regulations at all times, or that applicable authorities will not raise

We are subject to the requirements of environmental and occupational safety and health laws and regulations in the United StatesU.S. and other countries, as well as product performance standards established by quasi governmentalquasi-governmental and industrial standards organizations. We cannot assure you that we have been, and will continue to be, in compliance with all of these

We areSensata Technologies Holding, N.V. is incorporated under the laws of the Netherlands, and a substantial portion of our assets are located outside of the United States.U.S. As a result, although we have appointed an agent for service of process in the U.S., it may be difficult or impossible for United StatesU.S. investors to effect service of process upon us within the United States upon usU.S. or to realize in the United States on any judgment against us in the U.S., including for civil liabilities under the United StatesU.S. securities laws. Therefore, any judgment obtained against us in any United StatesU.S. federal or state court against us may have to be enforced in the courts of the Netherlands, or such other foreign jurisdiction, as applicable. Because there is no treaty or other applicable convention between the United StatesU.S. and the Netherlands with respect to the recognition and enforcement of legal judgments regarding civil or commercial matters, a judgment rendered by any United StatesU.S. federal or state court will not be enforced by the courts of the Netherlands unless the underlying claim is relitigated before a Dutch court. Under current practice, however, a Dutch court will generally grant the same judgment without a review of the merits of the underlying claim (i) if that judgment resulted from legal proceedings compatible with Dutch notions of due process, (ii) if that judgment does not contravene public policy of the Netherlands, and (iii) if the jurisdiction of the United StatesU.S. federal or state court has been based on internationally accepted principles of private international law.

To date, we are aware of only limited published case law in which Dutch courts have considered whether such a judgment rendered by a United StatesU.S. federal or state court would be enforceable in the Netherlands. In all of these cases, Dutch lower courts applied the aforementioned criteria with respect to the U.S. judgment. If all three criteria were satisfied, the Dutch courts granted the same judgment without a review of the merits of the underlying claim.

Investors should not assume, however, that the courts of the Netherlands, or such other foreign jurisdiction, would enforce judgments of United StatesU.S. courts obtained against us predicated upon the civil liability provisions of the United StatesU.S. securities laws, or that such courts would enforce, in original actions, liabilities against us predicated solely upon such laws.

Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of our shareholders and the responsibilities of members of our Board of Directors under Dutch law may not be as clearly established as under the laws of some U.S. jurisdictions. In the performance of its duties, our Board of Directors is required by Dutch law to consider the interests of our company and our business, including our shareholders, our employees, and other stakeholders, in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, the interests of our shareholders. It is anticipated that all of our shareholder meetings will take place in the Netherlands.

In addition, the rights of holders of ordinary shares, and many of the rights of shareholders as they relate to, for example, the exercise of shareholder rights, are governed by Dutch law and our articles of association and differ from the rights of shareholders under U.S. law. For example, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a merger or consolidation of the company.

The provisions of Dutch corporate law and our articles of association have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Board of Directors. As a result, holders of our shares may have more

None.

As of December 31, 2013,2016, we occupied 1019 principal manufacturing facilities and business centers totaling approximately 2,570,0003,675 thousand square feet, with the majority devoted to research, development, and engineering, manufacturing, and assembly. We lease approximately 433,000433 thousand square feet for our U.S.United States headquarters in Attleboro, Massachusetts. Of our principal facilities, approximately 1,294,0001,547 thousand square feet are owned and approximately 1,276,0002,128 thousand square feet are occupied under leases. A significant portion of our owned properties and equipment is subject to a lien under ourthe Senior Secured Credit Facilities. Refer to Note 8, "Debt," of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on ourthe Senior Secured Credit Facilities. We consider our manufacturing facilities sufficient to meet our current operational requirements. The table below lists the location of our principal executive and operating facilities: