8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2016

Commission file number: 001-13337

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio	34-1598949
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

9400 East Market Street, Warren, Ohio	44484
(Address of principal executive offices)	(Zip Code)

(330) 856-2443

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

On August 2, 2016, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2016.  A copy of the press release is attached hereto as Exhibit 99.1. On August 2, 2016, members of the Company’s management held a second quarter 2016 earnings conference call discussing the Company’s financial results and the presentation furnished herewith as Exhibit 99.2, accompanied management’s comments.

The press release and conference call presentation contains certain non-GAAP financial measures including Adjusted Consolidated Constant Currency Sales (“Adjusted Sales”) and Adjusted EBITDA from Continuing Operations (“Adjusted EBITDA”). Management believes that presentation of the non-GAAP financial measures used in the press release and conference call presentation are useful to both management and investors in their analysis of the Company’s financial position, results of operations and expected results of operations because the Adjusted Sales and Adjusted EBITDA facilitates a period to period comparison of operating results by excluding the impact of foreign currency translation on sales as well as unusual, non-recurring items. For the twelve months ended June 30, 2015 these items relate to the share-based compensation expense associated with the retirement of our former President and Chief Executive Officer, goodwill impairment related to the PST segment and debt extinguishment costs resulting from the partial redemption of the senior secured notes. Adjusted EBITDA represents the sum of operating income (loss), depreciation, amortization, certain purchase accounting costs, unusual items and an adjustment for discontinued operations. These non-GAAP measures, however, should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies. Adjusted Sales and Adjusted EBITDA should not be considered a substitute for sales or EBITDA prepared in accordance with GAAP.

ITEM 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is hereby incorporated herein by reference.

The information in this report, including the press release and conference call presentation furnished as Exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, the exhibits furnished herewith contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.  Description

99.1   99.2 Press release dated August 2, 2016, announcing results for the second quarter ended June 30, 2016.   Second quarter 2016 conference call presentation dated August 2, 2016.   

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Stoneridge, Inc.
Date: August 2, 2016	/s/ George E. Strickler
	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit Index

99.1 Press release dated August 2, 2016, announcing results for the second quarter ended June 30, 2016.

99.2 Second quarter 2016 conference call presentation dated August 2, 2016.

EX-99.1

Exhibit 99.1

STONERIDGE REPORTS STRONG SECOND-QUARTER 2016 RESULTS

· Reports Earnings Per Share From Continuing Operations of $0.41, an increase of $0.16 per share or 64.0% compared with 2Q15

· Sales of $186.9 million increased by $21.6 million or 13.1% compared with 2Q15

· Operating Income of $13.6 million increased by $6.2 million or 83.8% compared with 2Q15

· New program sales providing expected operating margin leverage

· Full-Year 2016 EPS Guidance revised upward

WARREN, Ohio – August 2, 2016 – Stoneridge, Inc. (NYSE: SRI) today announced financial results for the second quarter ended June 30, 2016, with sales of $186.9 million and earnings per diluted share from continuing operations attributable to Stoneridge, Inc. of $0.41, an increase of $0.16 per share or 64.0% compared with the second quarter of 2015.

Second-quarter 2016 net sales were $186.9 million, an increase of $21.6 million compared with $165.3 million for the second quarter of 2015. Second-quarter 2016 sales were negatively affected by $2.5 million primarily due to unfavorable foreign currency translation primarily in the Company’s PST segment. On a constant currency basis, second-quarter sales increased by $24.2 million, or 14.6%, compared with the second quarter of 2015 (see Exhibit 1 for reconciliation of this non-GAAP financial measure).

The Control Devices segment sales increased by $24.5 million, or 29.0%, to $108.9 million. The sales increase in the Control Devices segment in 2016 reflects sales of new programs as well as a robust North American passenger car market.

The Electronics segment sales declined by $0.1 million, or 0.2%, to $57.8 million in the second quarter of 2016, compared with the second quarter of 2015. Electronics sales primarily decreased due to lower volumes in the North American commercial vehicle market. The Electronics segment exposure to the North American commercial vehicle market dropped significantly as a result of the Wiring business divestiture in August 2014.

PST experienced a sales decrease of $2.7 million, or 11.9%, to $20.3 million, compared with the second quarter of 2015, due to unfavorable foreign currency exchange translation. On a constant currency basis, in the second quarter of 2016, the PST segment sales increased by $0.1 million, or 0.5%, compared with the second quarter of 2015 because of the continued adverse effects of the deteriorated economic conditions in Brazil which have continued (see Exhibit 1 for reconciliation of this non-GAAP financial measure). During the second quarter of 2016, the average Brazilian Real per US Dollar rate depreciated from R$3.07 per USD to R$3.50 per USD, or 14.0%, compared with the second quarter of 2015. This reduced U.S. dollar reported sales for PST by approximately $2.9 million, or 12.4%.

Earnings per diluted share attributable to Stoneridge, Inc. was $0.41 for the second quarter of 2016 compared with earnings per diluted share attributable to Stoneridge, Inc. of $0.25 for the second quarter of 2015, an improvement of $0.16 per share or 64.0%.

At June 30, 2016, Stoneridge’s consolidated cash position was $55.3 million, an increase of $0.9 million from December 31, 2015. Cash increased due primarily to profitability which was offset by capital expenditures to facilitate new business programs and seasonal working capital increases. Stoneridge’s Debt to Adjusted EBITDA from Continuing Operations ratio improved to 2.0x compared with 2.5x in the second quarter of 2015 (see Exhibit 2 for a reconciliation of this non-GAAP financial measure).

Jon DeGaynor, President and Chief Executive Officer, commented, “This quarter, Stoneridge delivered its best earnings per share performance in the past 10 years, excluding the gain associated with the PST purchase transaction in the fourth quarter of 2011. Our performance was driven by significant improvement to operating margins in the second quarter from higher sales at Control Devices, currency tailwinds and operating improvements at Electronics. We are achieving the kind of leverage on sales that we had planned for in 2016, and we continue to expect year-on-year improved performance for the balance of the year.”

DeGaynor added, “PST has endured the prolonged economic downturn that has plagued Brazil over the past three years. PST’s continued efforts to mitigate the effect of the downturn are paying off. PST improved its operating performance by $1.5 million in the second quarter of 2016, compared with the second quarter of 2015, despite a sales decrease of $2.7 million. PST generated its first operating profit in June and expects to generate an operating profit (excluding non-cash intangible amortization expense related to the purchase of PST) in the third and fourth quarters of 2016. The PST management team continues to demonstrate their agility and tenacity in the face of economic adversity.”

DeGaynor concluded, “I am very proud of the financial performance Stoneridge delivered in the second quarter. We continue to demonstrate the profitability leverage that we have projected in our 2016 guidance. We have also adjusted our 2016 earnings guidance upward (see Exhibit 3) to reflect higher profitability on a slightly lower sales expectation due primarily to PST’s sales performance. We look forward to continued strong execution for the balance of 2016.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2016 second-quarter results can be accessed at 10 a.m. Eastern time on Tuesday, August 2, 2016, at www.stoneridge.com, which will also offer a webcast replay.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, commercial vehicle, motorcycle, agricultural and off-highway vehicle markets. Additional information about Stoneridge can be found at www.stoneridge.com.

Forward-Looking Statements

Statements in this release that are not historical fact are forward-looking statements which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release. Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant volume change in automotive, commercial vehicle, motorcycle, off-highway vehicle and agricultural equipment production; disruption in the OEM supply chain due to bankruptcies; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company’s facilities or at any of the Company’s significant customers or suppliers; the ability of the Company’s suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission.

For more information, contact:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)                  

	Three months ended						Six months ended
	June 30,						June 30,
(in thousands, except per share data)	2016			2015			2016			2015
Net sales	$	186,903		$	165,289		$	349,519		$	328,114
Costs and expenses:
Cost of goods sold		134,152			119,343			251,607			238,520
Selling, general and administrative		29,247			28,482			55,019			59,224
Design and development		9,878			10,049			20,761			19,829
Operating income		13,626			7,415			22,132			10,541
Interest expense, net		1,840			1,658			3,354			2,936
Equity in earnings of investee		(153	)		(143	)		(296	)		(332	)
Other income, net		(406	)		(47	)		(225	)		(260	)
Income before income taxes from continuing operations		12,345			5,947			19,299			8,197
Income tax expense (benefit) from continuing operations		1,350			(381	)		2,195			(234	)
Income from continuing operations		10,995			6,328			17,104			8,431
Income (loss) from discontinued operations		-			55			-			(113	)
Net income		10,995			6,383			17,104			8,318
Net loss attributable to noncontrolling interest		(576	)		(596	)		(1,706	)		(1,005	)
Net income attributable to Stoneridge, Inc.	$	11,571		$	6,979		$	18,810		$	9,323
Earnings per share from continuing operations attributable
Stoneridge, Inc.:
Basic	$	0.42		$	0.26		$	0.68		$	0.35
Diluted	$	0.41		$	0.25		$	0.67		$	0.34
Earnings per share attributable to discontinued operations:
Basic	$	0.00		$	0.00		$	0.00		$	0.00
Diluted	$	0.00		$	0.00		$	0.00		$	0.00
Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.42		$	0.26		$	0.68		$	0.35
Diluted	$	0.41		$	0.25		$	0.67		$	0.34
Weighted-average shares outstanding:
Basic		27,791			27,308			27,733			27,227
Diluted		28,262			27,945			28,208			27,863

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
(in thousands)	2016			2015
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	55,284		$	54,361
Accounts receivable, less reserves of $1,592 and $1,066, respectively		125,638			94,937
Inventories, net		68,294			61,009
Prepaid expenses and other current assets		26,566			21,602
Total current assets		275,782			231,909
Long-term assets:
Property, plant and equipment, net		89,991			85,264
Intangible assets, net and goodwill		42,623			36,699
Investments and other long-term assets, net		10,803			10,380
Total long-term assets		143,417			132,343
Total assets	$	419,199		$	364,252
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of debt	$	13,882		$	13,905
Accounts payable		73,493			55,225
Accrued expenses and other current liabilities		43,317			38,920
Total current liabilities		130,692			108,050
Long-term liabilities:
Revolving credit facility		100,000			100,000
Long-term debt, net		6,914			4,458
Deferred income taxes		43,533			41,332
Other long-term liabilities		4,163			3,983
Total long-term liabilities		154,610			149,773
Shareholders' equity:
Preferred Shares, without par value, 5,000 shares authorized, none issued		-			-
Common Shares, without par value, 60,000 shares authorized,
28,966 and 28,907 shares issued and 27,843 and 27,912 shares outstanding at
June 30, 2016 and December 31, 2015, respectively, with no stated value		-			-
Additional paid-in capital		202,283			199,254
Common Shares held in treasury, 1,123 and 995 shares at June 30, 2016 and
December 31, 2015, respectively, at cost		(5,592	)		(4,208	)
Accumulated deficit		(13,295	)		(32,105	)
Accumulated other comprehensive loss		(63,670	)		(69,822	)
Total Stoneridge, Inc. shareholders' equity		119,726			93,119
Noncontrolling interest		14,171			13,310
Total shareholders' equity		133,897			106,429
Total liabilities and shareholders' equity	$	419,199		$	364,252

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three months ended						Six months ended
	June 30,						June 30,
(in thousands)	2016			2015			2016			2015
Net income	$	10,995		$	6,383		$	17,104		$	8,318
Less: Loss attributable to noncontrolling interest		(576	)		(596	)		(1,706	)		(1,005	)
Net income attributable to Stoneridge, Inc.		11,571			6,979			18,810			9,323
Other comprehensive income (loss), net of tax attributable to
Stoneridge, Inc.:
Foreign currency translation		1,833			3,022			6,561			(11,940	)
Benefit plan liability		-			-			-			(45	)
Unrealized gain (loss) on derivatives		41			(728	)		(409	)		207
Other comprehensive income (loss), net of tax attributable to
Stoneridge, Inc.		1,874			2,294			6,152			(11,778	)
Comprehensive income (loss) attributable to Stoneridge, Inc.	$	13,445		$	9,273		$	24,962		$	(2,455	)

The Company has combined comprehensive income (loss) from continuing operations and comprehensive loss from discontinued operations herein.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30 (in thousands)	2016			2015
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	17,794		$	1,632
INVESTING ACTIVITIES:
Capital expenditures		(12,006	)		(15,229	)
Proceeds from sale of fixed assets		354			36
Payments related to sale of Wiring business		-			(1,230	)
Business acquisition and other		-			(469	)
Net cash used for investing activities		(11,652	)		(16,892	)
FINANCING ACTIVITIES:
Proceeds from issuance of debt		11,800			12,088
Repayments of debt		(15,611	)		(14,206	)
Other financing costs		-			(49	)
Repurchase of Common Shares to satisfy employee tax withholding		(1,384	)		(1,181	)
Net cash used for financing activities		(5,195	)		(3,348	)
Effect of exchange rate changes on cash and cash equivalents		(24	)		(1,553	)
Net change in cash and cash equivalents		923			(20,161	)
Cash and cash equivalents at beginning of period		54,361			43,021
Cash and cash equivalents at end of period	$	55,284		$	22,860

The Company has combined cash flows from continuing operations and cash flows from discontinued operations within the operating, investing and financing categories.

Exhibit 1

Stoneridge, Inc.

Reconciliation of Sales to Constant Currency Adjusted Sales

Three months ended June 30, 2016 and 2015 (in thousands)

(Unaudited)

						Increase /			Percent
	2016			2015		(Decrease)			Increase
Electronics Segment Sales As Reported	$	57,761		$	57,895	$	(134	)		(0.2	)%
Less: Constant Foreign Currency Translation Adjustment		(313	)		-		(313	)
Adjusted Electronics Segment Sales	$	57,448		$	57,895	$	(447	)		(0.8	)%
PST Segment Sales As Reported	$	20,253		$	22,996	$	(2,743	)		(11.9	)%
Plus: Constant Foreign Currency Translation Adjustment		2,858			-		2,858
Adjusted PST Segment Sales	$	23,111		$	22,996	$	115			0.5	%
Total Consolidated Sales As Reported	$	186,903		$	165,289	$	21,614			13.1	%
Plus: Constant Foreign Currency Translation Adjustment		2,545			-		2,545
Total Consolidated Constant Currency Adjusted Sales	$	189,448		$	165,289	$	24,159			14.6	%

Exhibit 2

Stoneridge, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA from Continuing Operations

Twelve months ended June 30, 2016 and 2015 (in thousands)

(Unaudited)

	2016			2015
Net income (loss)	$	29,353		$	(23,650	)
Interest expense, net		6,783			9,814
Equity in earnings of investees		(573	)		(764	)
Other expense (income), net		1,863			(1,942	)
Expense (benefit) for income taxes		1,882			(2,474	)
Depreciation and amortization		22,029			25,329
Share-based compensation impact of CEO Retirement		-			2,225
Discontinued operations		97			9,913
Loss on early extinguishment of debt		-			10,607
PST purchase accounting and goodwill impairment		22			21,553
Adjusted EBITDA from continuing operations	$	61,456		$	50,611
Total Debt	$	120,796		$	127,632
Total Debt / Adjusted EBITDA from continuing operations		2.0x			2.5x

Exhibit 3

		March 2016		August 2,  2016
		*Guidance		*Guidance**
Sales	(in millions)		$726  -  $736		$705  -  $715
Gross Margin			25.5% - 28.0%		26.0% - 28.5%
Operating Margin			5.3% - 7.3%		6.0% - 7.3%
EPS/Adjusted EPS **			$1.10 - $1.30		$1.25 - $1.40
EBITDA %			8.0% - 11.0%		9.5% - 11.3%
FX Rates:
BRL/USD			3.80		3.40
MXN/USD			15.80		17.80
USD/EUR			1.10		1.12
SEK/USD			8.65		8.25

* Both guidance scenarios assume no reversal of US Deferred Tax Valuation Allowance

** August 2, 2016 Guidance uses adjusted EPS of $.31/share in 1Q16 and $.41/share as reported in 2Q16

EX-99.2

2Q16 Earnings Release August 2, 2016 HIGHER LEVEL PERFORMANCE Exhibit 99.2

2 STONERIDGE FORWARD LOOKING STATEMENTS Statements in this presentation that are not historical facts are forward - looking statements, which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied by the statements. Important factors that may cause actual re sul ts to differ materially from those in the forward - looking statements include, among other factors, the loss or bankruptcy of a major customer; the costs and timing of facility closures, business realignment or similar actions; a significant change in medium - and heavy - duty truck, automotive or agricultural and off - highway vehicle production; our ability to achieve cost reductions that offset or exceed customer - mandated selling price reductions; a significant change in general econom ic conditions in any of the various countries in which Stoneridge operates; labor disruptions at Stoneridge’s facilities or at any of Stoneridge’s signif ica nt customers or suppliers; the ability of suppliers to supply Stoneridge with parts and components at competitive prices on a timely basis; the amount of Stoneridge ’s indebtedness and the restrictive covenants contained in the agreements governing its indebtedness, including its asset - based credit facility and senior secured n otes; customer acceptance of new products; capital availability or costs, including changes in interest rates or market perceptions; the failure to achiev e s uccessful integration of any acquired company or business; the occurrence or non - occurrence of circumstances beyond Stoneridge’s control; and the items described in “ Risk Factors” and other uncertainties or risks discussed in Stoneridge’s periodic and current reports filed with the Securities and Exchange Commissi on. Important factors that could cause the performance of the commercial vehicle and automotive industry to differ materially fro m t hose in the forward - looking statements include factors such as (1) continued economic instability or poor economic conditions in the United States and gl oba l markets, (2) changes in economic conditions, housing prices, foreign currency exchange rates, commodity prices, including shortages of and increases or volatility in the price of oil, (3) changes in laws and regulations, (4) the state of the credit markets, (5) political stability, (6) international conflicts an d ( 7) the occurrence of force majeure events. These factors should not be construed as exhaustive and should be considered with the other cautionary statements in Stonerid ge’ s filings with the Securities and Exchange Commission. Forward - looking statements are not guarantees of future performance; Stoneridge’s actual results of operations, financial condit ion and liquidity, and the development of the industry in which Stoneridge operates may differ materially from those described in or suggested by the fo rwa rd - looking statements contained in this presentation. In addition, even if Stoneridge’s results of operations, financial condition and liquidity, a nd the development of the industry in which Stoneridge operates are consistent with the forward - looking statements contained in this presentation, those results or de velopments may not be indicative of results or developments in subsequent periods. This presentation contains time - sensitive information that reflects management’s best analysis only as of the date of this prese ntation. Any forward - looking statements in this presentation speak only as of the date of this presentation, and Stoneridge undertakes no obligation to up dat e such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performan ce, unless expressed as such, and should only be viewed as historical data. Stoneridge does not undertake any obligation to publicly update or revise any forward - looking statement as a result of new infor mation, future events or otherwise, except as otherwise required by law. Rounding Disclosure : There may be slight immaterial differences between figures represented in our public filings compared to what is shown in this presentation. The differences are the a result of rounding due to the representation of values in millions rather than thous and s in public filings. The information in this document belongs to Stoneridge, Inc. or its subsidiaries and may be confidential. This document and inf ormation in it may not be copied, reproduced, revealed or appropriated, either in whole or in part, without the prior written consent of Stoneri dge , Inc.

STONERIDGE 2Q16 Performance Summary 3 Variance 2Q16 2Q15 $ % Sales $186.9 $165.3 ↑ $21.6 13.1% Gross Profit Margin 28.2% 27.8% ↑ Operating Earnings $13.6 $7.4 ↑ $6.2 83.8% Operating Margin 7.3% 4.5% ↑ EPS $0.41 $0.25 ↑ $0.16 64.0% 2Q16 results included in revised full year 2016 guidance – Aug 2, 2016

STONERIDGE Sales by Segment – 2Q16 vs 2Q15 4 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 91.8 0.4 0.0 92.2 66.9 0.4 0.0 67.3 Med / HD Truck 11.9 55.0 0.0 66.9 11.7 55.3 0.0 67.0 Ag 2.0 0.0 0.0 2.0 2.3 0.0 0.0 2.3 PST / Other 3.2 2.4 20.2 25.8 3.7 2.2 23.0 28.9 TOTAL 108.9 57.8 20.2 186.9 84.4 57.9 23.0 165.3 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 25.0 (0.1) 0.0 24.9 37.3% (12.5)% 0.0% 37.0% Med / HD Truck 0.3 (0.3) 0.0 (0.0) 2.1% (0.5)% 0.0% (0.1)% Ag (0.3) 0.0 0.0 (0.3) (11.1)% 0.0% 0.0% (11.1)% PST / Other (0.5) 0.2 (2.8) (3.1) (12.3)% 9.1% (12.2)% (10.6)% TOTAL 24.5 (0.1) (2.8) 21.6 29.0% (0.3)% (12.2)% 13.0% 2Q16 2Q15 Variance $ Variance % 2Q16 vs 2Q15 2Q16 vs 2Q15

STONERIDGE Adjusted Sales – 2Q16 vs 2Q15 5 Reconciliation of Sales to Constant Currency Adjusted Sales Three months ended June 30, 2016 and 2015 (Unaudited) Values in millions Increase / 2Q16 2Q15 (Decrease) Pctg Δ Electronics Segment Sales As Reported 57.8 57.9 (0.1) (0.2)% Plus: Constant Foreign Currency Translation Adjustment (0.3) - (0.3) Adjusted Electronics Segment Sales 57.4 57.9 (0.4) (0.8)% PST Segment Sales As Reported 20.3 23.0 (2.7) (11.9)% Plus: Constant Foreign Currency Translation Adjustment 2.9 - 2.9 Adjusted PST Segment Sales 23.1 23.0 0.1 0.5% Total Consolidated Sales As Reported 186.9 165.3 21.6 13.1% Plus: Constant Foreign Currency Translation Adjustment 2.5 - 2.5 Total Consolidated Constant Currency Adjusted Sales 189.4 165.3 24.2 14.6%

STONERIDGE Sales, Gross Profit, & Op Income – 2Q16 vs 2Q15 6 2Q16 2Q15 2Q16 vs 2Q15 SRI excl PST PST PST PPA Total PST SRI SRI SRI USD [millions] except per share data Actual Actual Actual Actual Actual Actual $ Δ % Δ Net Sales 166.6 20.3 - 20.3 186.9 165.3 21.6 13.1% Total Direct Material 89.7 7.8 - 7.8 97.5 84.7 12.8 15.1% Total Direct Material % 53.8% 38.4% 38.4% 52.2% 51.2% Direct Labor 9.0 1.8 - 1.8 10.8 8.0 2.8 35.0% Direct Labor % 5.4% 8.9% 8.9% 5.8% 4.8% Overhead 22.6 3.1 0.1 3.2 25.8 26.7 (0.9) (3.4)% Cost of Goods Sold 121.4 12.7 0.1 12.8 134.2 119.3 14.9 12.5% Gross Profit 45.4 7.5 (0.1) 7.4 52.8 45.9 6.9 15.0% Gross Profit % 27.3% 36.9% 36.5% 28.3% 27.8% Design and Development 9.4 0.5 - 0.5 9.9 10.0 (0.1) (1.0)% Selling, General and Administrative 21.2 7.2 0.8 8.0 29.2 28.5 0.7 2.5% Operating Income 14.7 (0.2) (0.9) (1.1) 13.6 7.4 6.2 83.8% Operating Profit % 8.8% (1.0%) (5.4%) 7.3% 4.5% Interest 0.8 1.0 - 1.0 1.8 1.7 0.1 5.9% Equity (Earnings) Loss (0.2) - - - (0.2) (0.1) (0.1) 100.0% Foreign Exchange (Gain) Loss (0.5) 0.1 - 0.1 (0.4) (0.1) (0.3) 300.0% Other (Income) / Expense (1.0) 1.0 - 1.0 - 0.1 (0.1) (100.0)% Income Before Tax 15.5 (2.3) (0.9) (3.2) 12.3 5.9 6.4 108.5% Income Before Taxes % 9.3% (11.3%) (15.8%) 6.6% 3.6% Income Tax Provision 1.4 (0.4) 0.4 - 1.4 (0.4) 1.8 NM Effective Tax Rate% 9.0% 17.4% (44.4%) 0.0% 11.4% (6.8%) Income (Loss) from Continuing Operations 14.2 (1.8) (1.4) (3.2) 11.0 6.3 4.7 74.6% Income from Continuing Operations % 8.5% (8.9)% (15.8)% 5.9% 3.8% Net Loss (Income) from Discontinued Operations - - - - - (0.1) 0.1 (100.0)% Net Income (excl NC Int Exp) 14.2 (1.8) (1.4) (3.2) 11.0 6.4 4.6 71.9% Non Controlling Interest - - (0.6) (0.6) (0.6) (0.6) - 0.0% Net Income (Loss) Attributable to Stoneridge 14.2 (1.8) (0.8) (2.6) 11.6 7.0 4.6 65.7% Net Margin % 8.5% (8.9%) (12.8%) 6.2% 4.2% EPS from Continuing Operations 0.50$ (0.06)$ (0.03)$ (0.09)$ 0.41$ 0.25$ 0.16$ 66.3% EPS from Discontinued Operations -$ -$ -$ -$ -$ 0.00$ -$ (100.0)% Diluted EPS 0.50$ (0.06)$ (0.03)$ (0.09)$ 0.41$ 0.25$ 0.16$ 63.9%

STONERIDGE Continuing EPS Attributable to Stoneridge PST CD & Elec & Corp Stoneridge, Inc. 2Q15 Actual EPS [ Cont Ops] 0.25 (0.02) 0.23 Sales Volume/FX 0.21 0.01 0.01 PST / Electronics Business Realignment Benefits 0.02 (0.01) (0.04) DM Cost (0.05) 0.09 (0.12) SGA / OH/ FX (0.03) 0.01 0.03 FX Debt 0.04 (0.01) 0.00 Interest (0.01) 0.00 (0.01) CD Warranty (0.01) (0.03) 0.03 Tax / Other 0.00 (0.01) 0.00 PST Direct Labor (0.01) 0.03 0.13 SUBTOTAL 0.16 2Q16 Actual EPS [ Cont Ops] 0.41 2Q16 2Q15 EPS Bridge 7

49% 36% 11% 4% PassCar Lt Truck Comm'l Vehicle PST Ag / Other 61% 11% 28% North America South America Europe / Asia 58% 31% 11% Control Devices Electronics PST 2Q16 Sales $186.9 NOTE: D oes not include revenue from India JV SERVED MARKETS REGIONS BUSINESS SEGMENTS Sales from Continuing Operations STONERIDGE 2Q16 Sales: Market, Region, Segment 8

STONERIDGE Continuing EPS Attributable to Stoneridge PST CD & Elec & Corp Stoneridge, Inc. 1Q16 Actual EPS [ Cont Ops] 0.26 0.02 0.03 PST / Electronics Business Realignment 0.05 0.02 0.03 Non - Recurring Items 0.05 Continuing Operations 0.31 0.00 0.21 Sales Volume/FX 0.21 0.01 (0.03) Mix / Direct Material (0.02) 0.00 (0.05) SGA / DD / DL / FX (0.05) 0.01 0.00 FX / Div / Debt MTM 0.01 0.00 (0.01) CD Warranty (0.01) 0.00 (0.05) Tax / Other (0.05) 0.01 0.00 Interest Expense 0.01 0.03 0.07 SUBTOTAL 0.10 2Q16 Actual EPS [ Cont Ops] 0.41 2Q16 1Q16 EPS Bridge 9

STONERIDGE Sales by Segment – 2Q16 vs 1Q16 10 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 91.8 0.4 0.0 92.2 76.4 0.3 0.0 76.7 Med / HD Truck 11.9 55.0 0.0 66.9 7.7 50.2 0.0 57.9 Ag 2.0 0.0 0.0 2.0 4.6 0.0 0.0 4.6 PST / Other 3.2 2.4 20.2 25.8 3.7 2.1 17.6 23.4 TOTAL 108.9 57.8 20.2 186.9 92.4 52.6 17.6 162.6 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 15.4 0.0 0.0 15.5 20.2% 5.4% 0.0% 20.2% Med / HD Truck 4.2 4.8 0.0 9.0 55.2% 9.6% 0.0% 15.6% Ag (2.6) 0.0 0.0 (2.6) (56.9)% 0.0% 0.0% (56.9)% PST / Other (0.5) 0.3 2.6 2.4 (13.7)% 13.7% 14.7% 10.1% TOTAL 16.5 5.1 2.6 24.2 17.9% 9.7% 14.7% 14.9% 2Q16 1Q16 Variance $ Variance % 2Q16 vs 1Q16 2Q16 vs 1Q16

STONERIDGE PST Purchase Price Accounting Expense [Non Cash] 11 (millions) 1Q 2Q 3Q 4Q Full Year 2015 1Q16 2Q16 COGS / Depreciation – Fixed Asset Write Up $0.2 $0.2 $0.1 $0.1 $0.6 $0.1 $0.1 SGA / Amortized Intangibles $0.9 $0.9 $0.8 $0.7 $3.3 $0.7 $0.8 TOTAL $1.1 $1.1 $0.9 $0.8 $3.9 $0.8 $0.9 1Q 2Q 3Q 4Q 2015 1Q 2Q Impact on Op Margin (0.68)% (0.67)% (0.56)% (0.52)% (0.60)% (0.49)% (0.48)% Impact on Diluted EPS $(0.02) $(0.02) $(0.02) $(0.01) $(0.07) $(0.02) $(0.02)

4.1x 2.8x 2.5x 2.3x 2.2x 2.0x 2012 2013 2014 2015 1Q16 2Q16 DEBT LEVERAGE Debt Leverage: Continuing Operations excluding PST PPA 100 175 100 200 Previous Structure Current Structure CAPITAL STRUCTURE $275 $300 10 17 19 7 8 11 14 5 10 11 13 10 24 23 29 18 21 21 2012 2013 2014 2015 1Q16 2Q16 Gov't Incentive Debt Other Debt BRAZIL DEBT 157 134 87 64 73 66 201 197 130 118 121 121 2012 2013 2014 2015 1Q16 2Q16 Net Debt Cash [Calc] Total Debt NET DEBT / TOTAL DEBT Bonds ABL Revolving Credit Facility $ millions $ millions $ millions 2015 : Adjusted to exclude GW Impairment& Non - Cash Restricted Stock for CEO Retirement STONERIDGE Debt / Net Debt 12 2014 : Adjusted to exclude GW Impairment & Debt Extinguishment Revolving Credit Agreement saved $10.5 million in Interest Expense compared to 2014 Oct 1, 14 refinanced $175 mm 9.5% High Yld Bonds with $300 mm Revolving Credit Facility Drawn Open

13 * Assumes no reversal of U.S. Deferred Tax Valuation Allowance ** Assumes $0.31 adjusted EPS in 1Q16 and $0.41 as reported EPS in 2Q16 Feb 2016 Aug 2, 2016 2016 Guidance * 2016 Guidance * SALES $726 - $736 $705 - $715 GROSS MARGIN 25.5% - 28.0% 26.0% - 28.5% OP MARGIN 5.3% - 7.3% 6.0% - 7.3% EPS / Adjusted EPS ** $1.10 - $1.30 $1.25 - $1.40 ** EBITDA 8.0% - 11.0% 9.5% - 11.3% FX RATES 2016 Guidance 2016 Guidance USD / BRL 3.80 3.40 USD / MXN 15.80 17.80 EUR / USD 1.10 1.12 USD / SEK 8.65 8.25 STONERIDGE 2016 GUIDANCE 13

STONERIDGE 2016 GUIDANCE: IMPROVEMENTS OVER 2015 14 14 2015 2016 E Sales $ millions $715 4.3% 6.0% 2015 2016 E Operating Margin 7.3% 2015 2016 E EPS $1.40 $1.25 $0.82 $705 $645

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