Sensata Technologies (ST), Sensors & controls, based in the Netherlands Scheduled to IPO Thursday, March 11

OVERVIEW

. Trying to raise: $600mm, Post IPO market cap of 3.2bb at price range mid-point of $19 . Post IPO still will be highly leveraged with $1.93bb of long term debt . And…$2.4bb remains on the balance sheet for ‘goodwill & other intangible assets’

. Will report a loss for the forseeable future based on …amortization of intangible assets and capitalized software (in $mm). Income statement charges for the last three years are: 2007: $131mm 2008: $148mm 2009: $153mm

. EBITDA in 2009 was $367mm, interest charges were $150mm, so in 2009 ST’s coverage of interest charges was only 2.4

HISTORY

2006 Acquisition – top of the leveraged buyout market, before the economy flat lined

On April 27, 2006, Sensata Technologies B.V. completed the acquisition of the S&C business from Texas Instruments for an aggregate purchase price of approximately $3.0 billion plus fees and expenses.

Sweetheart Advisory Agreement with Bain Capital

OWNERSHIP STRUCTURE

Complicated, not ‘investor friendly’

COMPETITION

SENSORS: 60% of the business

Automotive sensors

Robert Bosch GmbH and Denso Corporation which are in-house, or captive, providers, and Nagano Keiki Co., Ltd. and Schneider Electric, which are independent.

Commercial and industrial sensors: Saginomiya Seisakusho, Inc. and Schneider Electric.

CONTROLS: 40% of the business

Hydraulic-magnetic circuit breakers

Hydraulic magnetic circuit breaker competition includes Carling Technologies, Circuit Breaker Industries, the Heinemann brand of Eaton Corporation and a growing number of smaller competitors primarily in Asia ST has encountered heightened competition on price and a greater emphasis on agency approvals, including approvals by Underwriters’ Laboratories, a U.S.-based organization that issues safety standards for many electrical products used in the United States, and similar organizations outside of the United States, such as Verband der Elektrotechnik, Elektronik und Informationstechnik and TÜV Rheinland in Europe, China Compulsory Certification in China and Canadian Standards Association in Canada

Basic alternating current motor protection

Includes Asian manufacturers Jiangsu Chengsheng Electric Appliance Company Ltd., ChwenDer Thermostat & Company Ltd., Wanbao Refrigeration Group Guangzhou Appliances Company Ltd., Hangzhou Star Shuaier Electric Appliance Co., Ltd., Ubukata Industries Co., Ltd. and Foshan TongBao Corporation Limited.

Thermal circuit breaker, thermostat and switches

Cutler Hammer, a division of Eaton Corporation, and Crouzet, a division of Schneider Electric, in aircraft circuit breakers; Honeywell International Inc. in aircraft switches and thermostats; and Cooper Bussman, a division of Cooper Electric, in heavy and off-road thermal circuit breakers.

USE OF IPO PROCEEDS

From sale of 26.3mm shares, shareholders intend to sell 5.3mm shares . $350.0 million to repay debt

. $2.0 million to debt-related pay fees and expenses . $22.1 million to pay Sponsor advisory fees

. $84.1 million for general corporate purposes

FINANCIALS

Quarterly comments

"The quarterly revenue trend in 2008 reflects the impact of reduced orders from customers beginning in the third quarter due to the global economic crisis. This trend of declining revenue continued into the first quarter of 2009. In the second, third and fourth quarters of 2009 ST believes that it is experienced higher volume due to an increase in orders from customers as the global economy began to stabilize as well as from government incentive programs such as the "Car Allowance Rebate System" in the United States and the "New Countryside Initiative" in China, and supply chain replenishment."

Sensata Tech (ST)	ST, C, 6					Post-IPO share: 171mm
Sensors & controls
the Netherlands		2007	2008	2006		IPO Mkt
Revenue ($mm)		$1,403	$1,422	$1,135		Cap (mm)
Gross profit %		33%	33%	35%		$3,249
Operating income %		9%	6%	5%		@$19
Interest % of revenue		14%	14%	13%
Profit (loss)		-$252	-$134	-$28
Profit (loss) % of revenue		-18%	-9%	-2%
EBITDA % of Rev		13%	22%	32%
Quarterly progression		March '09	June '09	Sept '09	Dec '09
Revenue		$239	$255	$302	$338
Gross profit %		33%	34%	37%	35%
Operating profit %		-12%	5%	11%	13%
Profit (loss) % of revenue		-4%	9%	-18%	4%
Adjusted EBITDA % of Rev		37%	22%	16%	32%
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Sensata Tech (ST)	$3,249	2.9	-116	3.9	-2.1	18%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	1	2	1	6
Quick comparisons	Mrkt	Price /	Price /	Price /	Price
most recent annual	Cap (mm)	Sales	Earnings	BookValue	March 4
Sensata Tech (ST)	$3,249	2.9	-116	3.9
Nagano Keiki Co. Ltd	$11,010	0.79	loss	0.29	$575.00
Denso Corp (DCNZOY) ADR	$24,300	0.79	33.3	1.2	$109.96
Eaton (ETN)	$11,900	1.00	31.0	1.8	$71.54
COMPARE & CONTRAST -- pre-IPO
Because total debt is so high enterprise value comparisons are helpful
Enterprise Value =	Mrk Cap	+Total	-Cash	=Enterprise	Price
Balance sheet: Sept 30 '09	($mm)	debt		Value (EV)	March 4
Sensata Tech (ST)	$3,249	$2,430	-$256	$5,423
Denso Corp (DCNZOY) ADR	$24,300	$14,310	-$7,636	$30,974	$109.96
Eaton (ETN)	$11,900	$9,505	-$773	$20,632	$25.29
ENTERPRISE VALUE	Enterprise	EV /	EV /	EV /	EV /
annualized Sept 9 mos	Value, $mm	Sales	Earnings	BookValue	TangibleBV
Sensata Tech (ST)	$5,423	4.78	-193.7	6.5	-3.5
Denso Corp (DCNZOY)*	$30,974	1.01	42.5	1.5	2.7
Eaton (ETN)*	$20,632	1.74	53.7	3.0	-16.9
*most recent 12 months