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): May 4, 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 May 4, 2016, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2016.  A copy of the press release is attached hereto as Exhibit 99.1. On May 4, 2016, members of the Company’s management held a first 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 contains certain non-GAAP financial measures including (i) Adjusted Consolidated Constant Currency Sales (“Adjusted Sales”), (ii) Adjusted Net Income from Continuing Operations Attributable to Stoneridge, Inc. (“Adjusted Net Income”), (iii) Adjusted Earnings per Diluted Share from Continuing Operations Attributable to Stoneridge, Inc. (“Adjusted EPS”), (iv) Adjusted Operating Income, (v) Adjusted Operating Margin and (vi) 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, Adjusted Net Income, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Margin 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 in 2016 and 2015. For 2016 these items relate to the business realignment charges incurred in our Electronics and PST segments. For 2015 these items relate to the share-based compensation expense associated with the retirement of our former President and Chief Executive Officer. 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, Adjusted Net Income, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Margin and Adjusted EBITDA should not be considered a substitute for sales, net income (loss), earnings (loss) per share, operating income (loss), operating margin 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 May 4, 2016, announcing results for the first quarter ended March 31, 2016.   First quarter 2016 conference call presentation dated May 4, 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: May 4, 2016	/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 May 4, 2016, announcing results for the first quarter ended March 31, 2016.

99.2 First quarter 2016 conference call presentation dated May 4, 2016.

EX-99.1

Exhibit 99.1

STONERIDGE REPORTS STRONG FIRST-QUARTER 2016 RESULTS

· Reports Earnings Per Share From Continuing Operations of $0.26

· Adjusted Earnings Per Share From Continuing Operations of $0.31 Exceeds Adjusted Earnings Per Share From Continuing Operations of $0.17 in the First Quarter of 2015

· New Business Launches and Sales on Track to Meet Expectations in 2016

· Net New Business Forecast Range Revised Upward to $232.0 Million for 2016–2020, an Increase of $53.0 Million From February 2016 Estimate

WARREN, Ohio – May 4, 2016 – Stoneridge, Inc. (NYSE: SRI) today announced financial results for the first quarter ended March 31, 2016, with sales of $162.6 million and earnings per diluted share from continuing operations attributed to Stoneridge, Inc. of $0.26. Adjusted earnings per share from continuing operations of $0.31 exceeds adjusted earnings per share from continuing operations of $0.17 in the first quarter of 2015 (see Exhibit 2 for reconciliation of this non-GAAP financial measure).

On a constant currency basis, sales increased by $7.6 million, or 4.7%, during the first quarter of 2016 (see Exhibit 1 for reconciliation of this non-GAAP financial measure). First-quarter 2016 net sales were $162.6 million, a decrease of $0.2 million compared with $162.8 million for the first quarter of 2015. First-quarter 2016 sales were negatively affected by $7.8 million due to unfavorable foreign currency translation for the Company’s PST and Electronics segments.

The Control Devices segment sales increased by $12.5 million, or 15.6%, to $92.4 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 $3.8 million, or 6.7%, in the first quarter of 2016 compared with the first quarter of 2015. Electronics sales primarily decreased due to lower volumes in the North American commercial vehicle market and, to a lesser extent, unfavorable foreign currency translation. The Electronics exposure to the North American commercial vehicle market has dropped significantly as a result of the divesture of the Wiring business in July 2014.

On a constant currency basis, in the first quarter of 2016, the PST segment sales decreased by $1.8 million, or 7.0%, compared with the first quarter of 2015 because of the adverse effects of the continued deterioration of economic conditions in Brazil (see Exhibit 1 for reconciliation of this non-GAAP financial measure). PST experienced a sales decrease of $8.9 million, or 33.6%, compared with the first quarter of 2015, due to unfavorable foreign currency exchange translation and weaker economic conditions in Brazil. During the first quarter of 2016, the Brazilian Real depreciated from R$2.86 per USD to R$3.91 per USD, or 36.7%, compared with the first quarter of 2015. This reduced U.S. dollar reported sales for PST by approximately $7.1 million, or 26.6%.

Earnings per diluted share from continuing operations attributable to Stoneridge, Inc. was $0.26 for the first quarter of 2016 compared with earnings per diluted share from continuing operations attributable to Stoneridge, Inc. of $0.09 for the first quarter of 2015. The first-quarter 2016 net income from continuing operations included expense from business realignment charges of $1.5 million, or $0.05 per diluted share. The first quarter 2015 net income from continuing operations included an expense of $2.2 million, or $0.08 per diluted share, for the acceleration of vesting of share-based awards in connection with the retirement of the Company’s former President and Chief Executive Officer.

At March 31, 2016, Stoneridge’s consolidated cash position was $48.4 million, a decrease of $6.0 million from December 31, 2015. Cash decreased due primarily to capital expenditures to facilitate new business programs and seasonal working capital increases. Stoneridge’s Debt to Adjusted EBITDA from Continuing Operations ratio improved to 2.2x compared with 2.4x in the first quarter of 2015 (see Exhibit 4 for a reconciliation of this non-GAAP financial measure).

Jon DeGaynor, President and Chief Executive Officer, commented, “The Control Devices and Electronics segments continued to perform well during the first quarter as their combined operating margin including our Unallocated Corporate expenses delivered 8.0% to net sales, which is an improvement over last year’s first quarter of 4.2% and the fourth quarter of 2015 performance of 7.5%. Both segments saw significant improvement to operating margins in the first quarter from higher sales at Control Devices and currency tailwinds as well as operating improvements at Electronics. Our profit plan for the first quarter was in line with our expectations for the year. Our shift-by-wire launches are on track for 2016, although our first quarter experienced some sales delays in the Asian market, which are expected to be made up during the balance of 2016.”

DeGaynor added, “The continuing negative economic environment in Brazil has presented obstacles to PST’s efforts to improve its performance. PST’s resilient response has been to embark on further cost reduction initiatives, the latest of which began in January. This is the third business realignment initiative since April 2015. PST expects to generate an operating profit (excluding non-cash intangible amortization expense related to the purchase of PST) in the second quarter of 2016. Although we did not start the year believing the further cost reductions would be necessary, further reductions in demand have warranted such actions. The PST management team continues to demonstrate their agility in face of economic adversity.”

DeGaynor concluded, “In the first quarter and the first two weeks of April, we won six new major business awards in our Electronics and Control Devices segments, which we expect to increase our net new business from $179 million to $232 million during the 2016 to 2020 period. The recent wins and increases to our net new business pipeline are further validation that the strategies that we are executing are having a positive effect on our results. Despite our sales being slightly less than we were expecting for the first quarter, we believe sales are on track for the balance of the year. We are also demonstrating the profitability leverage that we have projected in our 2016 guidance.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2016 first-quarter results can be accessed at 10 a.m. Eastern time on Wednesday, May 4, 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 March 31, (in thousands, except per share data)	2016			2015
Net sales	$	162,616		$	162,825
Costs and expenses:
Cost of goods sold		117,455			119,177
Selling, general and administrative		25,772			30,742
Design and development		10,883			9,780
Operating income		8,506			3,126
Interest expense, net		1,514			1,278
Equity in earnings of investee		(143	)		(189	)
Other (income) expense, net		181			(213	)
Income before income taxes from continuing operations		6,954			2,250
Income tax expense from continuing operations		845			147
Income from continuing operations		6,109			2,103
Loss from discontinued operations		-			(168	)
Net income		6,109			1,935
Net loss attributable to noncontrolling interest		(1,130	)		(409	)
Net income attributable to Stoneridge, Inc.	$	7,239		$	2,344
Earnings per share from continuing operations attributable to Stoneridge, Inc.:
Basic	$	0.26		$	0.10
Diluted	$	0.26		$	0.09
Loss per share attributable to discontinued operations:
Basic	$	-		$	(0.01	)
Diluted	$	-		$	(0.01	)
Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.26		$	0.09
Diluted	$	0.26		$	0.08
Weighted-average shares outstanding:
Basic		27,676			27,146
Diluted		28,156			27,893

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
(in thousands)	2016			2015
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	48,373		$	54,361
Accounts receivable, less reserves of $1,159 and $1,066, respectively		112,649			94,937
Inventories, net		69,367			61,009
Prepaid expenses and other current assets		24,918			21,602
Total current assets		255,307			231,909
Long-term assets:
Property, plant and equipment, net		88,563			85,264
Intangible assets, net and goodwill		39,404			36,699
Investments and other long-term assets, net		10,452			10,380
Total long-term assets		138,419			132,343
Total assets	$	393,726		$	364,252
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of debt	$	16,827		$	13,905
Accounts payable		69,261			55,225
Accrued expenses and other current liabilities		38,799			38,920
Total current liabilities		124,887			108,050
Long-term liabilities:
Revolving credit facility		100,000			100,000
Long-term debt, net		4,206			4,458
Deferred income taxes		43,092			41,332
Other long-term liabilities		3,783			3,983
Total long-term liabilities		151,081			149,773
Shareholders' equity:
Preferred Shares, without par value, 5,000 shares authorized, none issued		-			-
Common Shares, without par value, 60,000 shares authorized,
28,958 and 28,907 shares issued and 27,838 and 27,912 shares outstanding at
March 31, 2016 and December 31, 2015, respectively, with no stated value		-			-
Additional paid-in capital		200,350			199,254
Common Shares held in treasury, 1,120 and 995 shares at March 31, 2016 and
December 31, 2015, respectively, at cost		(5,552	)		(4,208	)
Accumulated deficit		(24,866	)		(32,105	)
Accumulated other comprehensive loss		(65,544	)		(69,822	)
Total Stoneridge, Inc. shareholders' equity		104,388			93,119
Noncontrolling interest		13,370			13,310
Total shareholders' equity		117,758			106,429
Total liabilities and shareholders' equity	$	393,726		$	364,252

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three months ended March (in thousands)	2016			2015
Net income	$	6,109		$	1,935
Less: Loss attributable to noncontrolling interest		(1,130	)		(409	)
Net income attributable to Stoneridge, Inc.		7,239			2,344
Other comprehensive income (loss), net of tax attributable to
Stoneridge, Inc.:
Foreign currency translation		4,728			(14,962	)
Benefit plan liability		-			(45	)
Unrealized gain (loss) on derivatives		(450	)		935
Other comprehensive income (loss), net of tax attributable to
Stoneridge, Inc.		4,278			(14,072	)
Comprehensive income (loss) attributable to Stoneridge, Inc.	$	11,517		$	(11,728	)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31 (in thousands)	2016			2015
OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	1,132		$	(4,279	)
INVESTING ACTIVITIES:
Capital expenditures		(6,817	)		(8,490	)
Proceeds from sale of fixed assets		81			17
Net cash used for investing activities		(6,736	)		(8,473	)
FINANCING ACTIVITIES:
Proceeds from issuance of debt		2,922			2,073
Repayments of debt		(2,816	)		(5,245	)
Other financing costs		-			(35	)
Repurchase of Common Shares to satisfy employee tax withholding		(1,344	)		(1,181	)
Net cash used for financing activities		(1,238	)		(4,388	)
Effect of exchange rate changes on cash and cash equivalents		854			(2,012	)
Net change in cash and cash equivalents		(5,988	)		(19,152	)
Cash and cash equivalents at beginning of period		54,361			43,021
Cash and cash equivalents at end of period	$	48,373		$	23,869

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 March 31, 2016 and 2015

(Unaudited)                          

					Increase /			Percent
	2016		2015		(Decrease)			Increase
Electronics Segment Sales As Reported	$	52,636	$	56,432	$	(3,796	)		(6.7	)%
Plus: Constant Foreign Currency Translation Adjustment		771		-		771
Adjusted Electronics Segment Sales	$	53,407	$	56,432	$	(3,025	)		(5.4	)%
PST Segment Sales As Reported	$	17,612	$	26,523	$	(8,911	)		(33.6	)%
Plus: Constant Foreign Currency Translation Adjustment		7,066		-		7,066
Adjusted PST Segment Sales	$	24,678	$	26,523	$	(1,845	)		(7.0	)%
Total Consolidated Sales As Reported	$	162,616	$	162,825	$	(209	)		0.0	%
Plus: Constant Foreign Currency Translation Adjustment		7,837		-		7,837
Total Consolidated Constant Currency Adjusted Sales	$	170,453	$	162,825	$	7,628			4.7	%

Exhibit 2

Stoneridge, Inc.

Reconcilation of Net Income and Earnings Per Diluted Share to Adjusted Net Income and Earnings Per Diluted Share

Three months ended March 31, 2016 and 2015

(Unaudited)                          

	2016		2015			2016		2015
Net Income and Earnings Per Diluted Share
Attributable to Stoneridge, Inc.	$	7,239	$	2,344		$	0.26	$	0.08
Less: Net Loss and Loss Per Diluted Share
Attributable to Discontinued Operations		-		(168	)		-		(0.01	)
Income and Earnings Per Diluted Share from
Continuing Operations Attributable to Stoneridge, Inc.		7,239		2,512			0.26		0.09
Unusual Items
Electronics Business Realignment Charges, Net of Tax		920		-			0.03		-
PST Business Realignment Charges, Net of Noncontrolling Interest		534		-			0.02		-
Total Business Realignment Charges		1,454		-			0.05		-
Share-Based Compensation Expense Associated with the Retirement
of our former President and Chief Executive Officer		-		2,225			-		0.08
Total Adjustment for Business Realignment Charges
and Share-Based Compensation Expense		1,454		2,225			0.05		0.08
Adjusted Net Income and Earnings Per Diluted Share from
Continuing Operations Attributable to Stoneridge, Inc.	$	8,693	$	4,737		$	0.31	$	0.17

Exhibit 3

Stoneridge, Inc.

Reconcilation of Operting Income and Operating Margin to Adjusted Operating Income and Adjusted Operating Margin

Three months ended March 31, 2016 and 2015

(Unaudited)                  

	2016			2015
Operating Income As Reported	$	8,506		$	3,126
Operating Margin As Reported		5.2	%		1.9	%
Unusual Items
Electronics Business Realignment Charges		1,180			-
PST Business Realignment Charges		722			-
Total Business Realignment Charges		1,902			-
Share-Based Compensation Expense Associated with the Retirement
of our former President and Chief Executive Officer		-			2,225
Total Adjustment for Business Realignment Charges
and Share-Based Compensation Expense		1,902			2,225
Adjusted Operating Income	$	10,408		$	5,351
Adjusted Operating Margin		6.4	%		3.3	%

Exhibit 4

Stoneridge, Inc.

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

Twelve months ended March 31, 2016 and 2015

(Unaudited)                    

	2016			2015
Net income (loss)	$	24,741		$	(59,145	)
Interest expense, net		6,601			13,229
Equity in earnings of investees		(562	)		(765	)
Other expense (income), net		2,222			(1,565	)
Expense (benefit) for income taxes		151			(2,004	)
Depreciation and amortization		21,948			26,549
Share-based compensation impact of CEO Retirement		-			2,225
Discontinued operations		(42	)		10,512
Loss on early extinguishment of debt		-			10,607
PST purchase accounting and goodwill impairment		(42	)		50,884
Adjusted EBITDA from continuing operations	$	55,017		$	50,527
Total Debt	$	121,033		$	123,388
Total Debt / Adjusted EBITDA from continuing operations		2.2	x		2.4	x

EX-99.2

1Q16 Earnings Release May 4, 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 Sales by Segment – 1Q16 vs 1Q15 3 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 76.4 0.3 0.0 76.7 64.7 0.4 0.0 65.1 Med / HD Truck 7.7 50.2 0.0 57.9 6.7 53.7 0.0 60.5 Ag 4.6 0.0 0.0 4.6 4.8 0.0 0.0 4.8 PST / Other 3.7 2.1 17.6 23.4 3.7 2.3 26.5 32.5 TOTAL 92.4 52.6 17.6 162.6 79.9 56.4 26.5 162.8 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 11.7 (0.1) 0.0 11.6 18.1% (14.7)% 0.0% 17.9% Med / HD Truck 0.9 (3.6) 0.0 (2.6) 13.9% (6.6)% 0.0% (4.3)% Ag (0.1) (0.0) 0.0 (0.2) (3.1)% (100.0)% 0.0% (3.2)% PST / Other 0.0 (0.2) (8.9) (9.1) 0.8% (8.0)% (33.6)% (27.9)% TOTAL 12.5 (3.8) (8.9) (0.2) 15.6% (6.7)% (33.6)% (0.1)% 1Q16 1Q15 Variance $ Variance % 1Q16 vs 1Q15 1Q16 vs 1Q15

STONERIDGE Adjusted Sales – 1Q16 vs 1Q15 4 Reconciliation of Sales to Constant Currency Adjusted Sales Three months ended March 31, 2016 and 2015 (Unaudited) Values in millions Increase / 1Q16 1Q15 (Decrease) Pctg Δ Electronics Segment Sales As Reported 52.6 56.4 (3.8) (6.7)% Plus: Constant Foreign Currency Translation Adjustment 0.8 - 0.8 Adjusted Electronics Segment Sales 53.4 56.4 (3.0) (5.4)% PST Segment Sales As Reported 17.6 26.5 (8.9) (33.6)% Plus: Constant Foreign Currency Translation Adjustment 7.1 - 7.1 Adjusted PST Segment Sales 24.7 26.5 (1.8) (7.0)% Total Consolidated Sales As Reported 162.6 162.8 (0.2) 0.0% Plus: Constant Foreign Currency Translation Adjustment 7.8 - 7.8 Total Consolidated Constant Currency Adjusted Sales 170.5 162.8 7.6 4.7%

STONERIDGE 2016 Estimated Incremental Restructuring Costs/ Benefits vs 2015 Cost Structure 5 Millions USD 1Q16 2Q16 3Q16 4Q16 2016 Restructuring Costs Electronics $1.2 $0.0 $0.0 $0.0 $1.2 PST $0.7 $0.0 $0.0 $0.0 $0.7 Total $1.9 $0.0 $0.0 $0.0 $1.9 Restructuring Benefits Electronics $0.1 $0.4 $0.4 $0.3 $1.2 PST $0.8 $1.0 $1.0 $1.2 $4.0 TOTAL $0.9 $1.4 $1.4 $1.5 $5.2 Net (Cost) / Benefit $(1.0) $1.4 $1.4 $1.5 $3.3

STONERIDGE Sales, Gross Profit, & Op Income – 1Q16 vs 1Q15 6 1Q16 1Q15 1Q16 vs 1Q15 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 145.0 17.6 - 17.6 162.6 162.8 (0.2) (0.1)% Total Direct Material 76.0 7.1 - 7.1 83.1 84.1 (1.0) (1.2)% Total Direct Material % 52.4% 40.3% 40.3% 51.1% 51.7% Direct Labor 8.8 1.7 - 1.7 10.5 8.7 1.8 20.7% Direct Labor % 6.1% 9.7% 9.7% 6.5% 5.3% Overhead 20.4 3.3 0.1 3.4 23.8 26.4 (2.6) (9.8)% Cost of Goods Sold 105.3 12.1 0.1 12.2 117.5 119.2 (1.7) (1.4)% Gross Profit 39.8 5.5 (0.1) 5.4 45.2 43.6 1.6 3.7% Gross Profit % 27.4% 31.3% 30.7% 27.8% 26.8% Design and Development 10.2 0.7 - 0.7 10.9 9.8 1.1 11.2% Selling, General and Administrative 18.0 7.1 0.7 7.8 25.8 30.7 (4.9) (16.0)% Operating Income 11.6 (2.2) (0.9) (3.1) 8.5 3.1 5.4 174.2% Operating Profit % 8.0% (12.5%) (17.6%) 5.2% 1.9% Interest 0.7 0.8 - 0.8 1.5 1.3 0.2 15.4% Equity (Earnings) Loss (0.1) - - - (0.1) (0.2) 0.1 (50.0)% Foreign Exchange (Gain) Loss (0.4) 0.5 - 0.5 0.1 (0.2) 0.3 (150.0)% Other (Income) / Expense (0.9) 1.0 - 1.0 0.1 - 0.1 Income Before Tax 12.3 (4.4) (0.9) (5.3) 7.0 2.3 4.7 204.3% Income Before Taxes % 8.5% (25.0%) (30.1%) 4.3% 1.4% Income Tax Provision 0.8 (1.3) 1.3 - 0.8 0.1 0.7 NM Effective Tax Rate% 6.5% 29.5% (144.4%) 0.0% 11.4% 4.3% Income (Loss) from Continuing Operations 11.4 (3.2) (2.1) (5.3) 6.1 2.1 4.0 190.5% Income from Continuing Operations % 7.9% (18.2)% (30.1)% 3.8% 1.3% Loss (Income) from Discontinued Operations - - - - - - - Loss (Gain) on Disposal - - - - - 0.2 (0.2) (100.0)% Net Income (excl NC Int Exp) 11.4 (3.2) (2.1) (5.3) 6.1 1.9 4.2 221.1% Non Controlling Interest - - (1.1) (1.1) (1.1) (0.4) (0.7) 175.0% Net Income (Loss) Attributable to Stoneridge 11.4 (3.2) (1.0) (4.2) 7.2 2.3 4.9 213.0% Net Margin % 7.9% (18.2%) (23.9%) 4.4% 1.4% EPS from Continuing Operations 0.41$ (0.11)$ (0.04)$ (0.15)$ 0.26$ 0.09$ 0.17$ 181.9% EPS from Discontinued Operations -$ -$ -$ -$ -$ (0.01)$ 0.01$ (100.0)% Diluted EPS 0.41$ (0.11)$ (0.04)$ (0.15)$ 0.26$ 0.08$ 0.18$ 205.9% A B C A: Includes Business Realignment Charges of $1.2 million B: Includes Business Realignment Charges of $0.5 million C: Includes Non - Cash Share Based Compensation Expense of $2.2 million for former CEO retirement

STONERIDGE Continuing EPS Attributable to Stoneridge PST CD & Elec & Corp Stoneridge, Inc. 1Q15 Actual EPS [ Cont Ops] 0.09 (0.02) (0.03) PST / Electronics Business Realignment Costs (0.05) 0.00 0.08 Non - Cash Share Based Compensation Exp 0.08 (0.02) 0.05 Non - Recurring Items 0.03 Continuing Operations 0.12 (0.08) 0.11 Sales Volume/FX 0.03 (0.01) 0.03 FX DM Cost 0.02 0.12 (0.02) SGA / FX 0.10 (0.03) 0.00 FX Debt (0.03) (0.01) 0.00 Interest (0.01) 0.00 0.01 CD Warranty 0.01 0.00 0.01 Tax / Other 0.01 0.01 0.00 PST Direct Labor 0.01 0.00 0.14 SUBTOTAL 0.14 1Q16 Actual EPS [ Cont Ops] 0.26 Business Realignment Costs 0.05 1Q16 Adjusted EPS 0.31 1Q16 1Q15 EPS Bridge 7

8 STONERIDGE Schedule of Unusual Items Values in millions, except EPS 1Q16 1Q15 1Q16 1Q15 $ $ EPS EPS Reported EPS (Continuing Operations) $0.26 $0.09 One time Non-Cash CEO Retirement Expense - 2.2 $0.00 $0.08 PST / Electronics Restructuring 1.5 - $0.05 $0.00 TOTAL Unusual Items $1.5 $2.2 $0.05 0.08$ Adjusted EPS (Continuing Operations) $0.31 0.17$ Diluted Shares (millions) 28.2 27.9

47% 36% 11% 6% PassCar Lt Truck Comm'l Vehicle PST Ag / Other 61% 11% 28% North America South America Europe / Asia 57% 32% 11% Control Devices Electronics PST 1Q16 Sales $162.6 NOTE: D oes not include revenue from India JV SERVED MARKETS REGIONS BUSINESS SEGMENTS Sales from Continuing Operations STONERIDGE 1Q16 Sales: Market, Region, Segment 9

STONERIDGE Continuing EPS Attributable to Stoneridge PST CD & Elec & Corp Stoneridge, Inc. 4Q15 Actual EPS [ Cont Ops] 0.22 (0.02) (0.03) PST / Electronics Business Realignment Costs (0.05) (0.02) (0.03) Non - Recurring Items (0.05) Continuing Operations 0.17 (0.03) 0.13 Sales Volume/FX 0.10 0.01 (0.03) Mix / Direct Material (0.02) 0.03 (0.08) SGA / DD / DL / FX (0.05) 0.04 0.00 FX / Div / Debt MTM 0.04 0.00 (0.01) CD Warranty (0.01) 0.03 0.00 Tax / Other 0.03 0.08 0.01 SUBTOTAL 0.09 1Q16 Actual EPS [ Cont Ops] 0.26 Business Realignment Costs 0.05 1Q16 Adjusted EPS 0.31 1Q16 4Q15 EPS Bridge 10

STONERIDGE Sales by Segment – 1Q16 vs 4Q15 11 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 76.4 0.3 0.0 76.7 66.3 0.3 0.0 66.6 Med / HD Truck 7.7 50.2 0.0 57.9 8.8 49.7 0.0 58.5 Ag 4.6 0.0 0.0 4.6 3.8 0.0 0.0 3.8 PST / Other 3.7 2.1 17.6 23.4 2.8 1.5 21.4 25.7 TOTAL 92.4 52.6 17.6 162.6 81.7 51.5 21.4 154.6 CD ELEC PST SRI CD ELEC PST SRI Pass Car / Light Truck 10.1 0.0 0.0 10.1 15.2% 10.7% 0.0% 15.1% Med / HD Truck (1.1) 0.5 0.0 (0.6) (12.9)% 1.0% 0.0% (1.1)% Ag 0.8 0.0 0.0 0.8 22.0% 0.0% 0.0% 22.0% PST / Other 0.9 0.6 (3.8) (2.3) 32.5% 40.7% (17.7)% (8.8)% TOTAL 10.7 1.1 (3.8) 8.0 13.1% 2.2% (17.7)% 5.2% 1Q16 4Q15 Variance $ Variance % 1Q16 vs 4Q15 1Q16 vs 4Q15

STONERIDGE PST Purchase Price Accounting Expense [Non Cash] 12 (millions) 1Q 2Q 3Q 4Q Full Year 2015 1Q16 COGS / Depreciation – Fixed Asset Write Up $0.2 $0.2 $0.1 $0.1 $0.6 $0.1 SGA / Amortized Intangibles $0.9 $0.9 $0.8 $0.7 $3.3 $0.7 TOTAL $1.1 $1.1 $0.9 $0.8 $3.9 $0.8 1Q 2Q 3Q 4Q 2015 1Q Impact on Op Margin (0.68)% (0.67)% (0.56)% (0.52)% (0.60)% (0.49)% Impact on Diluted EPS $(0.02) $(0.02) $(0.02) $(0.01) $(0.07) $(0.02)

Strong New Business Awards 2016 2017 2018 2019 2020 34 - 38% % Range 12 - 16% 4 - 8% 14 - 18% 26 - 30% Expect approximately $116 M in Net New Business in 2016 - 2017 Expect $232M in Net New Business [ 2016 – 2020] Increased by $53 million since February 2016 Estimate $ millions, excl Wiring 2011 2012 2013 2014 2015 Sales $440 $612 $659 $661 $645 D&D $29 $39 $40 $42 $39 D&D % 7% 6% 6% 6% 6% Cap Ex $17 $23 $22 $24 $29 Cap Ex % 4% 4% 3% 4% 5% Total D&D and Cap Ex $46 $62 $62 $66 $68 Total Exp % 10% 10% 9% 10% 11% Product Life Cycle Growth Continues to be Robust Efforts in R&D, Design, & Marketing will fill in 2017 to 2019 Sales Significant Increases in 2015 / 2016 are Main Focus for Net New Business in Current Projection Exchange Rates having negative impacts in Europe & Brazil STONERIDGE Net New Business 13

4.1x 2.8x 2.5x 2.3x 2.2x 2012 2013 2014 2015 1Q16 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 14 5 10 11 13 24 23 29 18 21 2012 2013 2014 2015 1Q16 Gov't Incentive Debt Other Debt BRAZIL DEBT 157 134 87 64 73 201 197 130 118 121 2012 2013 2014 2015 1Q16 Net Debt Total Debt NET DEBT / TOTAL DEBT Bonds ABL Revolving Credit Facility $ millions $ millions $ millions 2015 : Adjusted to exclude GW & Non - Cash Restricted Stock for CEO Retirement STONERIDGE Debt / Net Debt 14 2014 : Adjusted to exclude GW & 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

STONERIDGE 2016 GUIDANCE 15 15 * Assumes no reversal of U.S. Deferred Tax Valuation Allowance 2016 Guidance SALES $726 - $736 GROSS MARGIN 25.5% - 28.0% OP MARGIN 5.3% - 7.3% EPS * $1.10 - $1.30 EBITDA 8.0% - 11.0% FX RATES 2016 Guidance USD / BRL 3.80 USD / MXN 15.80 EUR / USD 1.10 USD / SEK 8.65

STONERIDGE 2016 GUIDANCE: IMPROVEMENTS OVER 2015 16 16 2015 2016 E Sales $ millions $736 4.3% 5.3% 2015 2016 E Operating Margin 7.3% 2015 2016 E EPS $1.30 $1.10 $0.82 $726 $645 2015 2016 E Adjusted EPS $0.93 $1.10 $1.30

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