ATTLEBORO, Massachusetts | May 19, 2006 | PRNewswire–FirstCall | Sensata Technologies B.V. (the "Company"), formerly the Sensors & Controls business (S&C) of Texas Instruments Incorporated (TI), was purchased by Bain Capital, LLC, a leading global private investment firm on April 27, 2006.

The Company is the leading designer and manufacturer of sensors and controls. It is headquartered in Attleboro, Massachusetts and has additional manufacturing and technology development centers located in Brazil, China, Holland, Japan, Korea, Malaysia, and Mexico, as well as sales offices around the world. Sensata Technologies employs 5,400 people worldwide.

The Company designs, manufactures and markets a wide range of highly engineered electromechanical and electronic sensors and controls, customized for a number of applications in the automotive, commercial (climate and appliance) and industrial markets. The Company sells directly to a diverse group of leading automotive, industrial and commercial original equipment manufacturers (OEM) and to suppliers of integrated systems to OEMs, while also serving distributors to extend its global reach. The Company manufactures approximately 18,000 different products that are highly engineered and application specific, and ships over one billion units each year.

Highlights of the First Quarter 2006 Report

•	Revenue was $294 million, an increase of 9.7 percent from the prior Quarter and 8.3 percent over the prior year’s Quarter due to higher sales of Sensor products including new products—the Occupant Weight sensor and Mass Air Flow sensor.
•	Adjusted EBITDA was $78.4 million or 26.7 percent of revenue in the first Quarter of 2006 compared to $70.5 million or 26.3 percent in the fourth Quarter of 2005 and $78.2 million or 28.8 percent in the first Quarter of 2005. First Quarter 2006 adjustments to EBITDA were $9.6 million including $7.7 million of restructuring expenses. Fourth Quarter 2005 adjustments to EBITDA were $14.8 million of restructuring expenses and $1.3 million of stock compensation expense. First Quarter 2005 adjustments to EBITDA included $5.1 million of restructuring expenses and $1.7 million of acquisition adjustments.
•	Working Capital was $169 million at March 31, 2006, compared to $167 million at December 31, 2005, and $184 million at March 31, 2005. Accounts receivable days sales outstanding were 53 days at the end of the first Quarter, an improvement from the end of 2005 of 56 days, and the first Quarter 2005 of 58 days. Days of inventory at the end of the first Quarter were 40 compared with 41 at the end of 2005 and 46 at the end of the prior year first Quarter.
•	Capital expenditures were $10 million for the first Quarter of 2006, compared with $12.3 million for the fourth Quarter of 2005, and $10.7 million from the first Quarter 2005. Capital expenditures were primarily for additional manufacturing equipment to support the growth of the Sensors product line, and outfitting of the new Attleboro Business & Technology Office.

Combined Statements of Income – Unaudited (in thousands)

Combined Statements of Income	For three months ended
	March 31, 2006	Dec. 31, 2005	March 31, 2005
Net revenue	$294,161	$268,046	$271,660
Operating costs and expenses:
Cost of revenue	$197,740	$189,874	$173,202
Gross profit	$96,421	$78,172	$98,458
Gross profit % of revenue	32.8%	29.2%	36.2%
Research and development (R&D)	$5,412	$6,410	$7,903
R&D % of revenue	1.8%	2.4%	2.9%
Selling, general, and administrative (SG&A)	$29,425	$25,794	$26,305
SG&A % of revenue	10.0%	9.6%	9.7%
Total operating expenses	$34,837	$32,204	$34,208
Operating expense % of revenue	11.8%	12.0%	12.6%
Profit from operations	$61,584	$45,968	$64,250
Operating profit % of revenue	20.9%	17.1%	23.7%
Interest income (expense), and other	($562)	$5	($112)
Income before income taxes	$61,022	$45,973	$64,138
Provision for income taxes	$21,419	$16,644	$23,221
Net income	$39,603	$29,329	$40,917

See accompanying notes.


Business Segment Schedule – Unaudited (in thousands)

Business Segment Schedule	For three months ended
	March 31, 2006	Dec. 31, 2005	March 31, 2005
Revenue:
Sensors	$174,343	$162,442	$153,140
Controls	$120,063	$105,766	$120,230
Intersegment eliminations	($245)	($162)	($1,710)
Net revenue	$294,161	$268,046	$271,660
Profit from operations:
Sensors	$42,721	$40,832	$38,002
Sensors % of revenue	24.5%	25.1%	24.8%
Controls	$33,597	$28,575	$30,312
Controls % of revenue	28.0%	27.0%	25.2%
Total segments profit from operations	$76,318	$69,407	$68,314
Percent of revenue	25.9%	25.9%	25.1%
Corporate expenses not allocated to business segments:
TI allocated expenses	($4,504)	($4,247)	($3,457)
Restructuring charges	($7,063)	($12,770)	($391)
S&C corporate unallocated	($3,167)	($6,422)	($216)
Total expenses not allocated	($14,734)	($23,439)	($4,064)
Profit from operations	$61,584	$45,968	$64,250
Percent of revenue	20.9%	17.1%	23.7%

See accompanying notes.

•	Profit from operations is gross profit, less research & development expenses, and selling, general & administrative expenses identified directly with the business segment.
•	First Quarter 2006 restructuring charges of $7.1 million included $3.8 million of severance costs mainly for the Holland production move to lower cost sites and $3.3 million of Attleboro site consolidation expenses. First Quarter 2006 S&C corporate unallocated expenses of $3.1 million included $0.9 million of stock compensation expense, $0.6 million of Sale related transition expenses, $0.8 million of amortization expenses for the S&C computer system and the Attleboro business center lease, and benefit accruals.
•	Fourth Quarter 2005 restructuring charges of $12.8 million included severance and associated benefits expense for terminated employees related to various production moves to lower cost sites. Fourth Quarter 2006 S&C corporate unallocated expenses included $1.3 million of stock compensation expense, amortization expenses for the S&C computer system, benefit accruals and year end inventory valuation adjustments.
•	First Quarter 2005 S&C corporate unallocated other expenses were net of an expense reimbursement of prior period activities from a customer, and did not include stock compensation expense.

Adjusted EBITDA Schedule (A) Pro–forma – Unaudited (in thousands)

Adjusted EBITDA	For three months ended
	March 31, 2006	Dec. 31, 2005	March 31, 2005
Profit from operations	$61,584	$45,968	$64,250
Other income (expense)	$44	- - -	($112)
Depreciation and amortization	$7,127	$8,294	$7,253
EBITDA	$68,755	$54,262	$71,391
Adjustments to EBITDA:
Restructuring, other similar	$7,665	$14,800	$5,134
Acquisition adjs. & transition	$564	$100	$1,664
Stock compensation & other	$1,419	$1,337	- - -
Total adjustments to EBITDA	$9,648	$16,237	$6,798
Adjusted EBITDA	$78,403	$70,499	$78,189
Percent of revenue	26.7%	26.3%	28.8%

(A) See the accompanying note entitled "Non–GAAP Financial Measures" for cautionary statements concerning the use of EBITDA and Adjusted EBITDA.

•	Restructuring and other similar expenses in the first Quarter of 2006 of $7.7 million included $3.8 million of severance costs mainly for the move of European production to lower costs sites, $3.3 million of consolidation costs at the Attleboro site and $0.6 million of compensation expense of terminated employees. Acquisition adjustments & transition of $0.6 million was Sale related transition expenses. Stock compensation expense and other in the first Quarter of $1.4 million included $0.9 million of stock compensation expense.
•	Restructuring and other similar expenses in the fourth Quarter 2005 of $14.8 million included $12.8 million for severance and early retirement expense and $2 million of compensation expense of terminated employees. Stock compensation expense in the fourth Quarter of 2005 was $1.3 million.
•	Restructuring and other similar expenses in the first Quarter of 2005 were mainly compensation expense of terminated employees. First Quarter 2005 acquisition adjustments and other expenses included $1.6 million for the China controls and the Mass Air Flow acquisitions. There was no stock compensation expense in the first Quarter of 2005.
•	Adjusted first Quarter 2006 EBITDA of 26.7 percent of revenue was down 2.1 percent from the 28.8 percent in the first Quarter of 2005 due mainly to the learning curve on new products, higher allocated TI corporate expense, and lower R&D expense due to a customer reimbursement in the first Quarter of 2005.

Notes to Financial Statements and Schedules

1)

Basis of Presentation The combined financial statements of Sensata Technologies B.V. are for the Sensors & Controls business (S&C business), which were derived from the consolidated financial statements of Texas Instruments Incorporated (TI) using the historical results of operations and the historical basis of assets and liabilities of TI’s Sensors and Controls business segment, excluding the radio frequency identification (RFID) systems business, which had been operated as a part of that segment, but is not included in the sale. The combined financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., and on the same basis as the audited combined financial statements. The combined quarterly statements of income, and the balance sheet working capital accounts as of March 31, 2006 and 2005, are not audited, but reflect all adjustments that are of a normal recurring nature and are, in the opinion of management, necessary for a fair statement of the results of the periods shown. The combined Balance Sheet working capital accounts as of December 31, 2005 have been derived from the audited combined balance sheet as of that date. As is customary with interim unaudited financial statements, certain information and note disclosures normally included in annual financial statements have been omitted. The results for the first Quarter are not necessarily indicative of a full year’s results. U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may vary from the estimates and assumptions. The financial statements include all costs of the S&C operating business and include costs allocated from TI. However, the financial statements are not intended to be a complete presentation of the financial position, results of operations and cash flows as if the Sensors & Controls business had operated as a stand–alone entity during the periods presented. Had the Sensors & Controls business existed as a separate entity, its results of operations and financial position could have differed materially from those included in the combined financial statements included herein. In addition, future results of operations and financial position could differ materially from the historical results presented.

2)

Accounting Policies Cash and Cash Equivalents TI uses a centralized approach to cash management and the financing of its operations. Cash deposits from the Sensors & Controls business are transferred to TI on a regular basis and are netted against TI’s net investment account. Consequently, none of TI’s cash, cash equivalents or debt has been allocated to the Sensors & Controls business in the combined financial statements. Revenue Recognition Revenue from sales of S&C’s products, including shipping fees, if any, is recognized when title to the products is transferred to the customer, which usually occurs upon shipment or delivery, depending upon the terms of the sales order. Estimates of returns for product quality reasons and of price allowances (calculated based upon historical experience, analysis of product shipments and contractual arrangements with customers) are recorded when revenue is recognized. Allowances include discounts for prompt payment, as well as volume–based incentives and special pricing arrangements. Shipping and handling costs are included in cost of revenue. Effect of Stock–Based Compensation Employees of the Sensors & Controls business may participate in certain of TI’s stock–based compensation plans, receiving stock options for TI common stock and/or restricted stock units of TI under long–term incentive plans as well as participating in TI’s employee stock purchase plan. Prior to July 1, 2005, TI accounted for awards granted under those plans following the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Effective July 1, 2005, TI adopted the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123(R), Share–Based Payments, using the modified prospective application method. The effect on the Sensors & Controls business for the year ended December 31, 2005, from TI’s adoption of SFAS No. 123(R) as of July 1, 2005, was an increase in stock–option compensation expense of $3 million, which was expensed in the third and fourth Quarter of 2005. Stock–option compensation expense in the first Quarter of 2006 was $0.9 million.

Management’s Discussion and Analysis

Revenue

Revenue for the first Quarter 2006 was $294 million, an increase of 10 percent over the previous Quarter and 8 percent over the first Quarter of 2005. Growth was driven by the increase in our Sensors segment revenue, which increased 7 percent over the previous Quarter, and 14 percent from a year ago due to strong demand for sensors from automobile production in North America and Asia, the impact of new products such as the occupant weight sensor (OWS) and mass air flow sensor (MAFS), and the continued growth in our core pressure sensors. Our Controls segment revenue increased 13 percent over the previous Quarter based on seasonal factors, and was the same as the prior year.

Gross Profit

Gross Profit in the first Quarter of 2006 was $96.4 million or 32.8 percent of revenue, compared to the fourth Quarter of 2005 of $78.2 million or 29.2 percent, and the first Quarter 2005 of $98.5 million or 36.2 percent.

The increase from the fourth Quarter 2005 was based on higher sales volume and the reduction in restructuring costs.

Compared to the first Quarter of 2005, gross profit was down $2.0 million and the gross profit percent decreased from 36.2 percent to 32.8 percent. The increased margin from higher sales of Sensor products was offset by the increase in restructuring costs in the first Quarter of 2006, which included the Holland production move to lower cost sites and the expenses of the Attleboro site consolidation, the impact of new product learning curves and the assignment of engineering personnel from R & D to production to assist with the transition of new products into production.

Operating Expenses

Total operating expenses were $34.8 million or 11.8 percent of revenue in the first Quarter of 2006, compared to $32.2 million or 12 percent in the fourth Quarter 2005 and $34.2 million or 12.6 percent in the first Quarter of 2005.

R&D expense of $5.4 million was below both the fourth Quarter 2005 R&D expense of $6.4 million and the first Quarter 2005 R&D expenses of $7.9 million because as several new product development programs transitioned into production, R&D engineering personnel were assigned to production to assist in the transition, and therefore recognized as part of Cost of revenue.

SG&A expense of $29.4 million in the 2006 first Quarter increased $3.6 million from the fourth Quarter 2005 expenses largely due to increase in revenues, Attleboro site consolidation expenses and transition expenses relating to the sale of the business. SG&A expenses increased by $3.1 million compared to the first Quarter 2005 expense of $26.3 million due to increase in revenues, Attleboro site consolidation expenses, stock compensation expense, transition expenses and benefit accruals.

Profit From Operations – Business Segments

Profit from Operations generated by the business segments increased to $76 million in the first Quarter 2006, up 10 percent over the previous Quarter and 12 percent over the first Quarter last year, based on increased revenue from Sensor products for automotive markets including new products such as occupant weight sensor and mass air flow sensor. The profit from operations of the Sensor business segment was approximately 25 percent of revenue in each period. The profit from operations of the Controls business segment was 28 percent of revenue in the first Quarter of 2006 versus 27 percent in the fourth Quarter of 2005, and 25 percent in the first Quarter 2005. Controls products improvement in profit in the first Quarter 2006 compared to the fourth Quarter 2005 was based on the seasonal volume increase and cost reductions. Compared to the first Quarter of 2005, the Controls products profit improvement resulted from continued cost reductions.

Non–GAAP Financial Measures

EBITDA and Adjusted EBITDA, as presented in this report, are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

We define EBITDA as earnings before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA by adjusting EBITDA to exclude items as described in the Pro–Forma Unaudited Adjusted EBITDA schedule. We believe Adjusted EBITDA provides investors with helpful information with respect to our operations and cash flows. We include it to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements.

In addition, in evaluating these non–GAAP measures, you should be aware that in the future, we will incur expenses such as those used in calculating them. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Our EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

•	they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments,
•	they do not reflect changes in, or cash requirements for, our working capital needs,
•	they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt,
•	they do not reflect any cash income taxes we may be required to pay,
•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements,
•	they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows,
•	they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our on-going operations, and
•	other companies in our industry may calculate these measures differently than we do, which limits their usefulness as comparative measures.

Because of these limitations, our EBITDA and Adjusted EBITDA measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these measures supplementally.

Risk Factors

The risks described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

•	Our historical and pro forma financial information may not be representative of our results as a separate company or indicative of our future financial performance.
•	We will incur increased costs as a result of being a stand–alone company.
•	Following the consummation of the Transactions, we will no longer receive capital contributions from TI or have access to its assets or borrowing power. We may not be able to raise additional funds when needed for our business or to exploit opportunities.
•	Fundamental changes in the industries in which we operate could adversely affect our businesses.
•	We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products.
•	We are subject to risks associated with our non–U.S. operations, which could adversely impact the reported results of operations from our international businesses.
•	We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us.
•	We may be adversely affected by environmental and safety regulations or concerns.
•	Our substantial indebtedness could adversely affect our financial condition and our ability to operate our business, and could prevent us from fulfilling our obligations under the notes.
•	Restrictive covenants in our senior secured credit facility and the indentures governing the notes may restrict our ability to pursue our business strategies or repay the notes.
•	Our failure to comply with the covenants contained in the credit agreement governing our new senior secured credit facility or our other debt agreements, including as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our operating results and our financial condition.
•	Bain Capital controls us and their interests may conflict with the interests of our note holders.

Source: Sensata Technologies B.V.

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About Sensata Technologies
Sensata Technologies B.V., formerly the Sensors & Controls business of Texas Instruments Incorporated, was purchased by Bain Capital, LLC, a leading global private investment firm, on April 27, 2006.

The Company is the leading designer and manufacturer of sensors and controls. It is headquartered in Attleboro, Massachusetts and has additional manufacturing and technology development centers located in Brazil, China, Holland, Japan, Korea, Malaysia, and Mexico, as well as sales offices around the world. Sensata Technologies employs approximately 5,400 people worldwide.

The Company designs, manufactures and markets a wide range of highly engineered electromechanical and electronic sensors and controls, customized for a number of applications in the automotive, commercial (climate and appliance) and industrial markets. The Company sells directly to a diverse group of leading automotive, industrial and commercial original equipment manufacturers (OEM) and to suppliers of integrated systems to OEMs, while also serving distributors to extend its global reach. The Company manufactures approximately 18,000 different products that are highly engineered and application specific, and ships over one billion units each year.

Sensata Technologies B.V.’s headquarters are located at 529 Pleasant Street, Attleboro, MA 02703-0964. Further information can be found on the Company’s website: www.sensata.com.

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