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): October 24, 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 October 24, 2012, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2012.  A copy of the press release is attached hereto as Exhibit 99.1. On October 24, 2012, members of the Company’s management held a third-quarter 2012 earnings conference call discussing financial results, and the presentation furnished herewith as Exhibit 99.2, accompanied 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 October 24, 2012, announcing results for the third quarter ended September 30, 2012.
99.2	Third quarter 2012 conference call presentation dated October 24, 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: October 25, 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 October 24, 2012, announcing results for the third quarter ended September 30, 2012.

99.2 Third quarter 2012 conference call presentation dated October 24, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS THIRD-QUARTER 2012 RESULTS

Results Consistent with Guidance

Continued Financial Improvement Expected in Fourth Quarter

Debt Pay-Down on Target

WARREN, Ohio – October 24, 2012 – Stoneridge, Inc. (NYSE: SRI) today announced financial results for the third quarter ended September 30, 2012.

Third-quarter 2012 net sales were $219.3 million, an increase of $23.4 million, or 11.9%, compared with $195.9 million for the third 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 subsidiary of which the Company acquired controlling interest on December 31, 2012. Excluding the net sales of PST in the third quarter of 2012, net sales were $175.5 million, a decrease of $20.4 million, or 10.4%, from the same period a year ago primarily as a result of lower sales in the Company’s Electronics business segment, including lower sales to a large North American commercial vehicle customer, and lower sales to European commercial vehicle customers.

Net income for the third quarter of 2012 was $0.4 million, or $0.02 per diluted share, compared with net income of $4.5 million, or $0.18 per diluted share, in the third quarter of 2011. The decrease in net income was primarily due to lower sales in the commercial vehicle markets in both North America and Europe. In addition, the Company’s results were negatively impacted in the PST segment by lower sales in the third quarter of 2012 compared with the prior-year period and the effect of depreciation and amortization of purchase accounting adjustments of $1.7 million. However, PST sales did improve by $5.3 million, or 13.8%, compared with the second quarter of 2012.

For the nine months ended September 30, 2012, the Company reported net sales of $715.8 million, a 23.6% increase from $579.3 million for the same period in 2011. Net income for the first nine months was $2.7 million, or $0.10 per diluted share, down from $10.8 million, or $0.44 per diluted share, for the prior-year period.

As of September 30, 2012, Stoneridge’s consolidated cash position was $35.6 million, a decrease of $43.1 million from December 31, 2011. The change in the cash balance was partially 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 $47.0 million of total indebtedness in the first three quarters of 2012. Stoneridge repaid $27.0 million of borrowing on its asset-backed lending facility and PST repaid approximately $20.0 million on its outstanding indebtedness during the first three quarters of 2012.

Outlook

“As we announced in our press release of October 5, we have revised annual sales guidance to the range of $940.0 million to $962.0 million,” said John C. Corey, President and Chief Executive Officer. “Each of our businesses has taken actions to mitigate a portion of the lower profitability resulting from the lower revenues, and we expect these actions to contribute to an improved performance in the fourth quarter. Though revenue for the third quarter was below our expectation, our financial performance improved compared with the second quarter despite lower revenues, partially as a result of our cost reductions, pricing actions and mix. 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. Our revised expectations for operating margins in the range of 3.5% to 4.5% and earnings per share in the $0.35 to $0.45 range are consistent with our projected benefits from management’s actions in response to changing market conditions. We expect to continue to reduce our debt by an estimated $14.0 million in the fourth quarter.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2012 third-quarter results can be accessed at 11 a.m. Eastern time on Wednesday, October 24, 2012, at www.stoneridge.com, which will also offer a webcast replay. In addition, in mid-November of 2012, Stoneridge will release its new and enhanced website which will be easier to navigate and contains a number of new improvements including:

· Significantly improved product section, with search capability and the ability to see a selection of the Company’s products by vehicle segment, application or product type

· Interactive Stoneridge location map, identifying all Stoneridge global locations and the capability to view by the business functions performed at the location

· Enhanced information about Stoneridge leadership

· Improved News and Events section; including current company news and events that company representatives will be attending

· Enhanced investor section including annual reports, SEC filings, stock information, webcasts, presentations, event calendar, ownership information, analyst information and more

· New Supplier section which identifies the main products the Company buys and how to do business with Stoneridge

· Capability to share any information found on the website through social media interactions or email

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, motorcycle 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 commercial vehicle, automotive or agricultural, motorcycle 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						Nine Months Ended
	September 30,						September 30,
(in thousands, except per share data)	2012			2011			2012			2011
Net sales	$	219,256		$	195,864		$	715,788		$	579,325
Costs and expenses:
Cost of goods sold		168,018			158,413			545,753			464,866
Selling, general and administrative		44,623			30,454			149,954			93,349
Operating Income		6,615			6,997			20,081			21,110
Interest expense, net		4,878			4,247			15,395			12,802
Equity in earnings of investees		(207	)		(1,353	)		(443	)		(5,077	)
Other expense (income), net		972			(1,697	)		3,375			(164	)
Income before income taxes		972			5,800			1,754			13,549
Provision for income taxes		383			1,543			717			3,378
Net income		589			4,257			1,037			10,171
Net income (loss) attributable to noncontrolling interest		170			(272	)		(1,703	)		(611	)
Net income attributable to Stoneridge, Inc.	$	419		$	4,529		$	2,740		$	10,782
Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.02		$	0.19		$	0.10		$	0.45
Diluted	$	0.02		$	0.18		$	0.10		$	0.44
Weighted average shares outstanding:
Basic		26,430			24,164			26,358			24,114
Diluted		27,144			24,589			27,009			24,574

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
(in thousands)	2012			2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	35,566		$	78,731
Accounts receivable, less reserves of $2,757 and $1,485, respectively		153,107			162,354
Inventories, net		108,569			120,645
Prepaid expenses and other current assets		32,252			28,393
Total current assets		329,494			390,123
Long-term assets:
Property, plant and equipment, net		120,216			124,802
Other assets
Intangible assets, net		90,446			102,731
Goodwill		64,462			68,808
Investments and other long-term assets, net		13,382			11,193
Total long-term assets		288,506			307,534
Total assets	$	618,000		$	697,657
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	28,214		$	44,246
Revolving credit facilities		12,168			39,181
Accounts payable		74,782			83,859
Accrued expenses and other current liabilities		57,682			91,417
Total current liabilities		172,846			258,703
Long-term liabilities:
Long-term debt		181,914			183,711
Deferred income taxes		66,957			69,110
Other long-term liabilities		5,303			5,494
Total long-term liabilities		254,174			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 27,915 and 26,222 shares, respectively, with no stated value		-			-
Additional paid-in capital		183,600			170,775
Common Shares held in treasury, 518 and 875 shares, respectively, at cost		(1,882	)		(1,870	)
Accumulated deficit		(25,523	)		(28,263	)
Accumulated other comprehensive loss		(9,478	)		(9,615	)
Total Stoneridge Inc. and subsidiaries shareholders’ equity		146,717			131,027
Noncontrolling interest		44,263			49,612
Total shareholders' equity		190,980			180,639
Total liabilities and shareholders' equity	$	618,000		$	697,657

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
	Three months ended					Nine months ended
	September 30,					September 30,
(in thousands)	2012		2011			2012			2011
Net income	$	589	$	4,257		$	1,037		$	10,171
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		1,018		(7,956	)		(9,327	)		(3,490	)
Unrealized gain on marketable securities		-		51			-			16
Unrealized gain (loss) on derivatives		3,979		(13,793	)		9,464			(13,089	)
Other comprehensive income (loss)		4,997		(21,698	)		137			(16,563	)
Consolidated comprehensive income (loss)		5,586		(17,441	)		1,174			(6,392	)
Comprehensive income (loss) attributable to noncontrolling interest		170		(272	)		(1,703	)		(611	)
Comprehensive income (loss) attributable to Stoneridge, Inc.	$	5,416	$	(17,169	)	$	2,877		$	(5,781	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine months ended September 30 (in thousands)	2012			2011
OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	40,029		$	(17,422	)
INVESTING ACTIVITIES:
Capital expenditures		(20,243	)		(20,718	)
Proceeds from sale of fixed assets		490			5
Capital contribution from noncontrolling interest		-			396
Payment for additional interest in PST		(19,779	)		-
Net cash used for investing activities		(39,532	)		(20,317	)
FINANCING ACTIVITIES:
Revolving credit facility borrowings		11,420			10,993
Revolving credit facility payments		(38,433	)		(457	)
Proceeds from issuance of other debt		21,315			1,408
Repayments of other debt		(37,973	)		(919	)
Other financing costs		(134	)		(96	)
Repurchase of Common Shares to satisfy employee tax withholding		(1,135	)		(751	)
Net cash (used for) provided by financing activities		(44,940	)		10,178
Effect of exchange rate changes on cash and cash equivalents		1,278			(1,178	)
Net decrease in cash and cash equivalents		(43,165	)		(28,739	)
Cash and cash equivalents at beginning of period		78,731			71,974
Cash and cash equivalents at end of period	$	35,566		$	43,235
Supplemental disclosure of non-cash financing activities:
Change in fair value of interest rate swap	$	1,450		$	1,983
Issuance of Common Shares for acquisition of additional PST interest	$	10,197		$	-

EX-99.2

1 Stoneridge, Inc . Earnings Release Presentation October 24, 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.

Financial / Operational Issues & Initiatives Rapidly Changing Business Environment • Weakness in European CV Market • Exposure to Large North American CV OEM • Weakening Brazilian Economy – GNP Growth less than 1.5% • Volatile FX Rates • Brazilian Real : Weakened from R$1.76 in 1Q12 to R$1.97 in 2Q12 to R$2.03 in 3Q12 • Indian Rupee, Mexican Peso, Euro / Swedish Krona Management Responses • North America & Europe Cost Initiatives in Process • Wiring Operations Improvement • Improved Pricing and Direct Material Initiatives • Brazilian Cost Initiatives in April & May • Brazilian Market Recovering from 2 nd Qtr Trough • Improved Mix of Brazilian Sales • Inventory Reductions – PST / Wiring Operations • Debt Reductions

3Q11 SRI Core PST Ops PST PPA SRI $ % Net Sales 195.9 175.5 43.8 0.0 219.3 23.4 11.9% Total Cost of Goods Sold 158.4 142.0 25.7 0.3 168.0 9.6 6.1% Gross Profit 37.5 33.5 18.0 (0.3) 51.2 13.8 36.8% Gross Margin % 19.1% 19.1% 41.2% 23.4% Total Selling, General & Admin 30.5 29.1 14.2 1.3 44.6 14.2 46.5% SGA % to Sales 15.5% 16.6% 32.3% 20.4% Operating Income 7.0 4.4 3.9 (1.7) 6.6 (0.4) (5.5)% Operating Margin % 3.6% 2.5% 8.9% 3.0% 3Q12 SRI Variance Sales, Gross Profit, & Op Income – 3Q11 vs 3Q12 175.5 142.0 33.5 29.1 4.4 43.8 26.1 17.7 15.5 2.2 0% 20% 40% 60% 80% 100% Sales COGS GP SGA Op Income Core PST

2Q12 SRI Core PST Ops PST PPA SRI $ % Net Sales 234.3 175.5 43.8 0.0 219.3 (15.0) (6.4)% Total Cost of Goods Sold 180.6 142.0 25.7 0.3 168.0 (12.6) (7.0)% Gross Profit 53.7 33.5 18.0 (0.3) 51.2 (2.4) (4.5)% Gross Margin % 22.9% 19.1% 41.2% 23.4% Total Selling, General & Admin 52.0 29.1 14.2 1.3 44.6 (7.4) (14.3)% SGA % to Sales 22.2% 16.6% 32.3% 20.4% Operating Income 1.6 4.4 3.9 (1.7) 6.6 5.0 309.0% Operating Margin % 0.7% 2.5% 8.9% 3.0% 3Q12 SRI Variance Sales, Gross Profit, & Op Income – 2Q12 vs 3Q12 175.5 142.0 33.5 29.1 4.4 43.8 26.1 17.7 15.5 2.2 0% 20% 40% 60% 80% 100% Sales COGS GP SGA Op Income Core PST

2Q12 vs 3Q12 EPS Bridge PST Impacts SRI Core TOTAL Volume 0.05 (0.26) (0.21) Mix / Direct Material 0.03 0.04 0.07 FX 0.05 0.00 0.05 SGA Drop / Cost Reduction 0.00 0.14 0.14 PST Cost Reduct / Purchase Acctg 0.10 0.00 0.10 TOTAL 0.23 (0.08) 0.15 0.02 0.10 0.14 0.05 0.07 (0.21) (0.13) 3Q12 Actual EPS PST Cost Reduct / Purchase Acctg SGA Drop / Cost Reduction FX Mix / Direct Material Volume 2Q12 Actual EPS

Purchase Price Accounting Expense [Non Cash] (millions) Q1 Q2 Q3 Q4 Full Year 2012 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 $1.3 SGA / Amortized Intangibles $1.0 $1.1 $1.4 $1.7 $5.2 TOTAL $3.2 $2.8 $1.7 $2.0 $9.7 Q1 Q2 Q3 E Q4 E 2012 E Impact on Op Margin 1.22% 1.20% 0.78% 0.85% 1.03% Impact on EPS $(0.06) $(0.05) $(0.03) $(0.04) $(0.18)

Guidance Change Jul 2012: Guidance Oct 2012: Revised Guidance SRI Core PST (2H12 Rate 2.00) Consolidated SRI Core PST (4Q12 Rate 2.05) Consolidated Sales $775 - $795 $195 - $214 $970 - $1,009 $755 - $765 $185 - $197 $940 - $962 Gross Margin % 21.0% - 22.5% 40.0% - 42.0% 24.5% - 26.5% 20.5% - 22.0% 40.0% - 42.0% 24.5% - 26.5% Operating Margin % 5.0% - 6.0% 4.0% - 5.0% * 4.5% - 6.0% * 3.8% - 4.5% 2.8% - 3.5% * 3.5% - 4.5% * EPS $0.75 - $1.00 $0.35 - $0.45 ** EBITDA = Operating Margin plus depreciation, amortization and PST non - cash purchase accounting for Inventory * Includes PST Purchase Accounting of $9.4 million: $6.0 million in 1H12 & $3.4 million in 2H12 * Includes PST Purchase Accounting of $9.7 million: $6.0 million in 1H12 & $3.7 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 3.50% - 4.50% 3.00% 0.70% 0.30% 7.50% - 8.50%

Sales by Segment – 3Q12 vs 3Q11 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck 48.5 0.9 49.5 47.1 3.1 50.1 MD / HD 8.5 78.7 87.2 7.8 100.0 107.8 Ag 3.8 30.9 34.8 4.0 27.3 31.3 Other 3.9 0.1 43.8 47.8 4.2 2.5 6.7 TOTAL 64.8 110.7 43.8 219.3 63.1 132.9 0.0 195.9 201120123Q12 3Q11 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck 1.5 (2.1) 0.0 (0.6) 3.1% (69.2)% (1.3)% MD / HD 0.7 (21.3) 0.0 (20.6) 9.1% (21.3)% (19.1)% Ag (0.2) 3.6 0.0 3.5 (4.8)% 13.3% 11.0% Other (0.3) (2.4) 43.8 41.1 (6.7)% (96.0)% 613.7% TOTAL 1.7 (22.1) 43.8 23.4 2.7% (16.7)% 11.9% Variance $3Q12 vs 3Q11 Variance %3Q12 vs 3Q11

Sales by Segment – 3Q12 vs 2Q12 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck 48.5 0.9 49.5 51.4 1.2 0.0 52.6 MD / HD 8.5 78.7 87.2 8.3 91.9 0.0 100.2 Ag 3.8 30.9 34.8 4.4 32.5 0.0 36.8 Other 3.9 0.1 43.8 47.8 4.5 1.7 38.5 44.7 TOTAL 64.8 110.7 43.8 219.3 68.6 127.3 38.5 234.3 3Q12 2Q12 2012 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Lt Truck (2.9) (0.3) 0.0 (3.2) (5.6)% (21.7)% (6.0)% MD / HD 0.2 (13.2) 0.0 (13.0) 2.5% (14.3)% (12.9)% Ag (0.5) (1.5) 0.0 (2.1) (12.4)% (4.7)% (5.6)% Other (0.6) (1.6) 5.3 3.1 (12.9)% (94.1)% 13.8% 7.0% TOTAL (3.8) (16.6) 5.3 (15.1) (5.5)% (13.0)% 13.8% (6.4)% 3Q12 vs 2Q12 Variance $ Variance % 3Q12 vs 2Q12

Cost Initatives / Benefits $ millions 1Q12 2Q12 3Q12 4Q12 FY 2012 Costs NA Wiring 0.0 0.0 (0.7) (0.4) (1.1) NA / European Instrumentation 0.0 0.0 (0.3) 0.0 (0.3) PST (0.3) (1.3) 0.0 0.0 (1.6) TOTAL (0.3) (1.3) (1.0) (0.4) (3.0) Benefits NA Wiring 0.0 0.0 0.7 1.1 1.8 NA / European Instrumentation 0.0 0.0 0.0 0.4 0.4 PST 0.0 0.0 2.2 2.2 4.4 TOTAL 0.0 0.0 2.9 3.7 6.6 NET (0.3) (1.3) 1.9 3.3 3.6

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% 56.0% 54.5% 55.2% 55.9% PST Direct Material * 38.0% 37.8% 37.9% 37.0% 34.8% 35.8% 35.8% * Excludes Purchase Accounting • 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 $ % 9 months 2012 vs 9 months 2011 Current w/ all customers $(4.3) (74.7)% 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 15,099 2011 2012 Thousands North American Light Vehicle Production Source: IHS September 2012 3,381 3,124 3,182 3,439 3,965 3,987 3,571 3,576 (7.6)% 1.9% 8.1% 15.3% 0.6% (10.4)% 0.1% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Thousands Auto Qtr vs Qtr % ∆ ↑ 15.0% Guidance derived from customers EDI demand and adjusted for known production estimate changes

166,998 185,327 2011 2012 N.A. Medium Duty Truck Production Source: LMC September 2012 (previous JD Power) 40,135 44,760 41,834 40,269 48,200 49,903 43,778 43,446 11.5% (6.5)% (3.7)% 19.7% 3.5% (12.3)% (0.8)% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 NA N.A. Qtr vs Qtr % ∆ ↑ 11.0% Guidance derived from customers EDI demand and adjusted for known production estimate changes

255,488 284,033 2011 2012 N.A. Heavy Duty Truck Production Source: LMC September 2012 (previous JD Power) 51,501 60,569 68,482 74,936 77,779 78,298 64,355 63,601 17.6% 13.1% 9.4% 3.8% 0.7% (17.8)% (1.2)% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 NA N.A. Qtr vs Qtr % ∆ ↑ 11.2% Guidance derived from customers EDI demand and adjusted for known production estimate changes

334,357 298,078 2011 2012 W Europe Heavy Duty Truck Production Source: LMC September 2012 (previous JD Power) 83,415 82,813 76,569 91,560 78,118 78,641 65,077 76,242 (0.7)% (7.5)% 19.6% (14.7)% 0.7% (17.2)% 17.2% Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Europe Europe Qtr vs Qtr % ∆ ↓ (10.9)% Guidance derived from customers EDI demand and adjusted for known production estimate changes

FX Assumptions for 4Q12 USD / BRL 2.05 USD / MXN 13.25 EUR / USD 1.23 Copper $4.00 / pound

Debt / Net Debt (millions USD) 4Q11 1Q12 2Q12 3Q12 E 2012 F Total Debt $267.1 $253.2 $244.9 Net Debt $188.4 $210.2 $205.8 Total Debt / EBITDA 3.5 x 1 2.75 x 2 ABL Balance $38.0 $31.0 $25.0 $11.0 $0.0 Brazil Debt $54.1 $47.2 $43.8 $35.0 $32.2 EBITDA = Operating Income + Depreciation + Amortization + Purchase Accounting Direct Material 1 Proforma for PST Debt and EBITDA 2 Based on Average Guidance Level