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 9, 2012

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 9, 2012, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2012.  A copy of the press release is attached hereto as Exhibit 99.1. On August 9, 2012, members of the Company’s management will hold a second-quarter 2012 earnings conference call to discuss financial results, and the presentation furnished herewith as Exhibit 99.2 will accompany management’s comments.

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 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.

(c) Exhibits

Exhibit No.	Description
99.1	Press release dated August 9, 2012, announcing results for the second quarter ended June 30, 2012.
99.2	Second quarter 2012 conference call presentation dated August 9, 2012.

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 9, 2012	/s/ George E. Strickler
	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Exhibit Index

99.1 Press release dated August 9, 2012, announcing results for the second quarter ended June 30, 2012.

99.2 Second quarter 2012 conference call presentation dated August 9, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS SECOND-QUARTER 2012 RESULTS

RESULTS CONSISTENT WITH REVISED GUIDANCE

SIGNIFICANT FINANCIAL PERFORMANCE IMPROVEMENT PROJECTED FOR SECOND HALF OF 2012

WARREN, Ohio – August 9, 2012 – Stoneridge, Inc. (NYSE: SRI) today announced financial results for the second quarter ended June 30, 2012.

Second-quarter 2012 net sales were $234.3 million, an increase of $43.9 million, or 23.0%, compared with $190.4 million for the second quarter of 2011. The increase in the current quarter’s net sales was primarily due to the consolidation of the operating results of PST, the Brazilian joint venture in which the Company now has a controlling ownership interest. Excluding the net sales of PST in the second quarter of 2012, net sales were $195.8 million, an increase of $5.4 million, or 2.8%, from the same period a year ago as a result of increased production volumes in the agricultural and off-road markets.

Net loss for the second quarter of 2012 was $3.6 million, or $(0.13) per diluted share, compared with net income of $3.4 million, or $0.14 per diluted share, in the second quarter of 2011. The decrease in net income was primarily due to lower sales of higher margin products at PST as a result of the slowing Brazilian economy, significant unfavorable movements in foreign exchange rates and lower-than-expected growth in the North American and European commercial vehicle markets. In addition, the Company’s results were negatively impacted by two items related to our PST segment: depreciation and amortization of purchase accounting adjustments of $2.8 million, and business realignment charges of $1.3 million.

For the six months ended June 30, 2012, the Company reported net sales of $496.5 million, a 29.5% increase from $383.5 million for the same period in 2011. Net income for the first six months was $2.3 million, or $0.09 per diluted share, down from $6.3 million, or $0.25 per diluted share, for the prior-year six-month period.

As of June 30, 2012, Stoneridge’s consolidated cash position was $39.2 million, a decrease of $39.6 million from December 31, 2011. The change in the cash balance was primarily the result of the $19.8 million in cash used to fund the final portion of the PST transaction, which was completed on January 5, 2012. The Company also has repaid $13.0 million of borrowing on its asset-backed lending facility during the first half of 2012.

Outlook

“As we announced in our press release of August 2, 2012, we have revised annual sales guidance to the range of $970 million to $1.01 billion,” said John C. Corey, President and Chief Executive Officer. “However, each of our businesses is taking actions to mitigate a portion of the lower profitability and cash flow resulting from the lower revenues, and we expect our financial performance to improve in the second half due to rising sales levels at PST, along with the impact of our cost reductions and pricing actions. Our revised guidance for gross margins in the range of 24.5% to 26.5% is near the range that we originally guided to in February and reaffirmed in May. Our revised expectations for operating margins in the range of 4.5% to 6.0% and earnings per share in the $0.75 to $1.00 range are consistent with our projected benefits from management’s actions in response to changing market conditions.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2012 second-quarter results can be accessed at 11 a.m. Eastern time on Thursday, August 9, 2012, at www.stoneridge.com, which will also offer a webcast replay. In addition, a slide deck for the conference call is available at www.stoneridge.com.

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 commercial vehicle, automotive and agricultural, off-highway vehicle and motorcycle 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 change in commercial vehicle, automotive or agricultural and off-highway vehicle 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

330/856-2443

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per share data)	2012			2011			2012			2011
Net sales	$	234,265		$	190,417		$	496,532		$	383,461
Costs and expenses:
Cost of goods sold		180,606			152,699			377,735			306,453
Selling, general and administrative		52,042			30,305			105,331			62,895
Operating Income		1,617			7,413			13,466			14,113
Interest expense, net		5,162			4,289			10,517			8,555
Equity in earnings of investees		(97	)		(1,808	)		(236	)		(3,724	)
Other expense, net		2,734			534			2,403			1,533
Income (loss) before income taxes		(6,182	)		4,398			782			7,749
Provision (benefit) for income taxes		(884	)		1,158			334			1,835
Net income (loss)		(5,298	)		3,240			448			5,914
Net loss attributable to noncontrolling interest		(1,740	)		(124	)		(1,873	)		(339	)
Net income (loss) attributable to Stoneridge, Inc. and
subsidiaries	$	(3,558	)	$	3,364		$	2,321		$	6,253
Basic net income (loss) attributable to Stoneridge,
Inc. and subsidiaries per share	$	(0.13	)	$	0.14		$	0.09		$	0.26
Basic weighted average shares outstanding		26,424			24,162			26,322			24,090
Diluted net income (loss) attributable to Stoneridge,
Inc. and subsidiaries per share	$	(0.13	)	$	0.14		$	0.09		$	0.25
Diluted weighted average shares outstanding		26,424			24,606			26,999			24,545

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30.			December 31,
(in thousands)	2012			2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,164		$	78,731
Accounts receivable, less reserves of $2,397 and $1,485, respectively		160,329			162,354
Inventories, net		116,494			120,645
Prepaid expenses and other current assets		33,725			28,393
Total current assets		349,712			390,123
Long-term assets:
Property, plant and equipment, net		121,279			124,802
Other Assets
Intangible assets, net		92,367			102,731
Goodwill		64,706			68,808
Investments and other long-term assets, net		12,456			11,193
Total long-term assets		290,808			307,534
Total assets	$	640,520		$	697,657
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	37,076		$	44,246
Revolving credit facilities		26,065			39,181
Accounts payable		84,931			83,859
Accrued expenses and other current liabilities		54,032			91,417
Total current liabilities		202,104			258,703
Long-term liabilities:
Long-term debt		181,807			183,711
Deferred income taxes		66,912			69,110
Other long-term liabilities		5,312			5,494
Total long-term liabilities		254,031			258,315
Shareholders' equity:
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 28,433 and 27,097
shares and outstanding 28,054 and 26,222 shares, respectively, with no stated value		-			-
Additional paid-in capital		182,373			170,775
Common Shares held in treasury, 379 and 875 shares, respectively, at cost		(1,866	)		(1,870	)
Accumulated deficit		(25,942	)		(28,263	)
Accumulated other comprehensive loss		(14,475	)		(9,615	)
Total Stoneridge Inc. and subsidiaries shareholders’ equity		140,090			131,027
Noncontrolling interest		44,295			49,612
Total shareholders' equity		184,385			180,639
Total liabilities and shareholders' equity	$	640,520		$	697,657

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)  

(Unaudited)

	Three months ended						Six months ended
				June 30,						June 30,
(in thousands)	2012			2011			2012			2011
Net income (loss)	$	(5,298	)	$	3,240		$	448		$	5,914
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(17,456	)		2,159			(10,345	)		4,466
Unrealized loss on marketable securities		-			(29	)		-			(35	)
Unrealized gain (loss) on derivatives		(1,771	)		584			5,485			704
Other comprehensive income (loss)		(19,227	)		2,714			(4,860	)		5,135
Consolidated comprehensive income (loss)		(24,525	)		5,954			(4,412	)		11,049
Comprehensive loss attributable to noncontrolling interest		(1,740	)		(124	)		(1,873	)		(339	)
Comprehensive income (loss) attributable to
Stoneridge, Inc. and subsidiaries	$	(22,785	)	$	6,078		$	(2,539	)	$	11,388

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended June 30 (in thousands)	2012			2011
OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	15,316		$	(23,113	)
INVESTING ACTIVITIES:
Capital expenditures		(14,370	)		(14,117	)
Proceeds from sale of fixed assets		301			3
Capital contribution from noncontrolling interest		-			271
Payment for additional interest in PST		(19,779	)		-
Net cash used for investing activities		(33,848	)		(13,843	)
FINANCING ACTIVITIES:
Revolving credit facility borrowings		11,310			893
Revolving credit facility payments		(24,426	)		(457	)
Proceeds from issuance of other debt		18,871			-
Repayments of other debt		(26,124	)		(130	)
Other financing costs		(111	)		(96	)
Repurchase of Common Shares to satisfy employee tax withholding		(1,119	)		(744	)
Net cash used for financing activities		(21,599	)		(534	)
Effect of exchange rate changes on cash and cash equivalents		564			1,964
Net decrease in cash and cash equivalents		(39,567	)		(35,526	)
Cash and cash equivalents at beginning of period		78,731			71,974
Cash and cash equivalents at end of period	$	39,164		$	36,448
Supplemental disclosure of non-cash financing activities:
Change in fair value of interest rate swap	$	754		$	1,208
Issuance of Common Shares for acquisition of additional PST interest	$	10,197		$	-

EX-99.2

1 Stoneridge, Inc . Earnings Release Presentation August 9, 2012 Exhibit 99.2

Statements in this presentation that are not historical facts (including, but not limited to, 2012 net sales guidance) 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 results 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 economic conditions in any of the various countries in which Stoneridge operates; labor disruptions at Stoneridge’s facilities or at any of Stoneridge’s significant 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 notes; customer acceptance of new products; capital availability or costs, including changes in interest rates or market perceptions; the failure to achieve successful 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 Commission. Important factors that could cause the performance of the commercial vehicle and automotive industry to differ materially from those in the forward - looking statements include factors such as (1) continued economic instability or poor economic conditions in the United States and global 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 and (7) the occurrence of force majeure events. Forward Looking Statements

Forward Looking Statements ( con’t ) These factors should not be construed as exhaustive and should be considered with the other cautionary statements in Stoneridge’s filings with the Securities and Exchange Commission. Forward - looking statements are not guarantees of future performance; Stoneridge’s actual results of operations, financial condition and liquidity, and the development of the industry in which Stoneridge operates may differ materially from those described in or suggested by the forward - looking statements contained in this presentation. In addition, even if Stoneridge’s results of operations, financial condition and liquidity, and the development of the industry in which Stoneridge operates are consistent with the forward - looking statements contained in this presentation, those results or developments 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 presentation. Any forward - looking statements in this presentation speak only as of the date of this presentation, and Stoneridge undertakes no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, 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 information, future events or otherwise, except as otherwise required by law.

Summary of Situation & Initiatives Rapidly Changing Business Environment • Exposure to Large North American CV OEM • Further Weakness in European CV Market • Volatile FX Rates • Deteriorating Brazilian Economy Management Responses • Brazilian Restructuring Initiatives in April & May • North America & Europe Restructuring in Process • Improved Pricing and Direct Material Initiatives • Recovering Brazilian Market • Improved Mix of Brazilian Sales • Inventory Reductions • Debt Reductions

Sales, Gross Profit, & Op Income – 2Q12 vs 2Q11 38.5 24.8 13.7 18.6 (5.0) 195.8 155.8 40.0 33.4 6.6 (60)% (40)% (20)% 0% 20% 40% 60% 80% 100% Sales COGS Gross Profit SGA Op Income PST Core 2Q11 2Q12 SRI Variance millions SRI Core PST Ops PST PPA SRI $ % Sales 190.4 195.8 38.5 0.0 234.3 43.8 23.0% COGS 152.7 155.8 23.1 1.7 180.6 27.9 18.3% Gross Profit 37.7 40.0 15.4 (1.7) 53.7 15.9 42.3% GP % to Sales 19.8% 20.4% 40.0% 22.9% SGA 30.3 33.4 17.5 1.1 52.0 21.7 71.7% SGA % to Sales 15.9% 17.1% 45.6% 22.2% Op Income 7.4 6.6 (2.2) (2.8) 1.6 (5.8) (78.2%) OI % to Sales 3.9% 3.4% (5.6%) 0.7%

1Q12 vs 2Q12 EPS Bridge PST Impacts SRI Core TOTAL Volume (0.09) (0.10) (0.19) Mix / Direct Material (0.02) (0.06) (0.08) FX (0.06) (0.02) (0.08) Restructuring (0.02) 0.00 (0.02) SGA Reductions 0.00 0.02 0.02 TOTAL (0.19) (0.16) (0.35) (0.13) 0.02 (0.02) (0.08) (0.08) (0.19) 0.22 2Q12 Actual EPS SGA Reductions Restructuring FX Mix / Direct Material Volume 1Q12 Actual EPS

PST Purchase Price Accounting Impact (Non Cash) (millions except EPS ) Q1 Actual Q2 Actual Q3 Est. Q4 Est. Full Year 2012 Est. COGS / DM Inventory Write Up 1.8 1.4 0.0 0.0 3.2 COGS / Depreciation – Fixed Asset Write Up 0.4 0.3 0.3 0.3 1.4 SGA / Amortized Intangibles 1.0 1.1 1.3 1.4 4.9 TOTAL 3.2 2.8 1.6 1.8 9.4 Variance to 2 nd Qtr (1.2) (1.0) EPS Impact / Share $0.03 $0.02

SRI / PST / Purchase Accounting Impact millions First Quarter 2012 Second Quarter 2012 1H12 SRI Core PST PST PPA TOTAL SRI Core PST PST PPA TOTAL SRI Core PST PST PPA TOTAL Sales 208.6 53.7 0.0 262.3 195.7 38.5 0.0 234.2 404.3 92.2 0.0 496.5 Gross Margin 44.5 22.8 (2.2) 65.1 40.0 15.4 (1.7) 53.7 84.5 38.2 (3.9) 118.8 Gross Margin % 21.3% 42.5% 24.8% 20.4% 40.0% 22.9% 20.9% 41.5% 23.9% Op Income 11.5 3.6 (3.2) 11.9 6.6 (2.2) (2.8) 1.6 18.1 1.4 (6.0) 13.5 Op Income % 5.5% 6.6% 4.5% 3.4% (5.3)% 0.7% 4.5% 1.7% 2.7%

Guidance Change Feb 2012: Original Guidance Jul 2012: Revised Guidance SRI Core PST (Rate 1.84) Consolidated SRI Core PST (2H12 Rate 2.00) Consolidated Sales $820 - $850 $240 - $270 $1,060 - $1,120 $775 - $795 $195 - $214 $970 - $1,009 Gross Margin % 21.0% - 23.0% 40.0% - 43.0% 25.5% - 27.5% 21.0% - 22.5% 40.0% - 42.0% 24.5% - 26.5% Operating Margin % 5.5% - 6.5% 7.0% - 9.0%* 6.0% - 7.0%* 5.0% - 6.0% 4.0% - 5.0% * 4.5% - 6.0% * EPS $1.10 - $1.30 $0.75 - $1.00 ** EBITDA = Operating Margin plus depreciation, amortization and PST non - cash purchase accounting for Inventory *includes PST Purchase Accounting of $9.9 million: $6.4 million in 1H12 & $3.5 million in 2H12 * Includes PST Purchase Accounting of $9.4 million: $6.0 million in 1H12 & $3.4 million in 2H12 Reconciliation of Operating Margin to Adjusted EBITDA Margin: Operating Margin Depreciation Amortization PST non - cash purchase accounting for Inventory Adjusted EBITDA ** Margin 4.50% - 6.00% 3.10% 0.60% 0.30% 8.50% - 10.00%

Sales by Segment – 2Q12 vs 2Q11 2Q12 2Q11 millions CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck 51.4 1.2 0.0 52.6 50.0 3.3 0.0 53.3 Med / Heavy Duty 8.3 91.9 0.0 100.2 7.3 94.6 0.0 101.9 Ag 4.4 32.5 0.0 36.8 4.4 24.3 0.0 28.7 Other 4.5 1.7 38.5 44.7 4.7 1.8 0.0 6.5 TOTAL 68.6 127.3 38.5 234.3 66.3 124.1 0.0 190.4

Sales by Segment – 2Q12 vs 1Q12 2Q12 1Q12 millions CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck 51.4 1.2 0.0 52.6 53.5 1.5 0.0 55.1 Med / Heavy Duty 8.3 91.9 0.0 100.2 6.7 97.7 0.0 104.4 Ag 4.4 32.5 0.0 36.8 4.0 37.9 0.0 41.9 Other 4.5 1.7 38.5 44.7 6.2 1.1 53.7 61.0 TOTAL 68.6 127.3 38.5 234.3 70.4 138.2 53.7 262.4

Restructuring Costs / Benefits millions 1Q12 2Q12 3Q12 4Q12 FY 2012 NA Wiring Cost 0.0 0.0 (0.7) 0.0 (0.7) Benefit 0.0 0.0 0.7 1.1 1.8 NA / European Instrumentation Cost 0.0 0.0 (0.3) 0.0 (0.3) Benefit 0.0 0.0 0.0 0.4 0.4 PST Cost (0.3) (1.3) 0.0 0.0 (1.6) Benefit 0.0 0.0 2.2 2.2 4.4 TOTAL Cost (0.3) (1.3) (1.0) 0.0 (2.6) Benefit 0.0 0.0 2.9 3.7 6.6 Total Cost Benefit (0.3) (1.3) 1.9 3.7 4.0

Improving Direct Material Costs in 2H12 millions 1Q12 2Q12 1 st Half 3Q12 4Q12 2 nd Half FY 2012 Targeted Improvements Core Direct Material 56.2% 56.7% 56.4% 55.5% 55.2% 55.4% 55.9% PST Direct Material 38.0% 37.8% 37.9% 37.8% 37.2% 37.5% 37.6% • Commodity based material price decreases • Sales price increases (mostly Control Devices) offsetting raw material increases • Redesign of products to lower material content (Control Devices)

Wiring Plant Operations Improvement Addressed Operating Inefficiencies of $24 million in 2011 DELIVERY Past Due Premium Freight Pieces $ % 2 nd Qtr 2012 vs. 2 nd Qtr 2011 (80.2)% $(0.7) (50.0)% Labor Efficiency Mar 2011 vs. Dec 2011 Forecast 2012 Count % Count % Headcount (1,075) (17.1)% (611) (11.1)% Wiring Business Productivity % % Mar 2011 vs. Dec 2011 Forecast 2012 Sales / Employee 29.9% 22.5% 2010 vs. 2011 Forecast 2012 Sales Growth 27.8% 8.9%

13,126 14,938 2011 2012 Thousands North American Light Vehicle Production Source: IHS July 2012 3,381 3,124 3,182 3,439 3,973 3,971 3,437 3,556 (7.6)% 1.9% 8.1% 15.5% (0.1)% (13.4)% 3.5% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Thousands Auto Qtr vs Qtr % ∆ ↑ 13.8% Guidance derived from customers EDI demand and adjusted for known production estimate changes

166,998 174,318 2011 2012 N.A. Medium Duty Truck Production Source: IHS July 2012 (previous JD Power) 40,135 44,760 41,834 40,269 44,918 46,699 41,508 41,193 11.5% (6.5)% (3.7)% 11.5% 4.0% (11.1)% (0.8)% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 NA N.A. Qtr vs Qtr % ∆ ↑ 4.4% Guidance derived from customers EDI demand and adjusted for known production estimate changes

255,488 299,347 2011 2012 N.A. Heavy Duty Truck Production Source: IHS July 2012 (previous JD Power) 51,501 60,569 68,482 74,936 76,012 75,511 74,013 73,811 17.6% 13.1% 9.4% 1.4% (0.7)% (2.0)% (0.3)% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 NA N.A. Qtr vs Qtr % ∆ ↑ 17.2% Guidance derived from customers EDI demand and adjusted for known production estimate changes

310,080 289,856 2011 2012 Europe Heavy Duty Truck Production Source: IHS July 2012 (previous JD Power) 77,557 76,650 69,519 86,354 70,714 67,122 63,373 88,647 (1.2)% (9.3)% 24.2% (18.1)% (5.1)% (5.6)% 39.9% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Europe Europe Qtr vs Qtr % ∆ ↓ (6.5)% Guidance derived from customers EDI demand and adjusted for known production estimate changes

FX Assumptions for 2H12 USD / BRL 2.000 USD / MXN 13.090 EUR / USD 1.270 Copper $4.05 / pound

Debt / Net Debt millions 4Q11 1Q12 2Q12 2012 E Total Debt $267.1 $253.2 $244.9 Net Debt $188.4 $210.2 $205.8 Total Debt / EBITDA 3.5 x * 2.23 x EBITDA = Operating Income + Depreciation + Amortization + Purchase Accounting Direct Material * Proforma for PST Debt and EBITDA