What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-22 · 125 added, 212 removed, 124 unchanged (73% of the section changed)

We are a leading manufacturer and distributor of premium replacement parts in the automotive aftermarket and a custom-engineered solutions provider to vehicle and equipment manufacturers in diverse non-aftermarket end markets.

Our automotive

aftermarket business is comprised of two segments, Vehicle Control and Temperature Control , while our Engineered Solutions

Segment offers a broad array of conventional and future-oriented technologies in markets for commercial and light vehicles, construction, agriculture, power sports, marine, hydraulics and lawn and garden.

We sell our products primarily to

retailers, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin America countries.

Beginning in the first quarter of 2023, we reorganized our business into three operating segments – Vehicle Control, Temperature Control and Engineered Solutions .

This operating segment structure better aligns our operations with our strategic focus on diversifying our business, provides greater transparency into our positioning to capture opportunities for growth in the future, and provides clarity

regarding the unique dynamics and margin profiles of the markets served by each segment.

Our Vehicle Control Segment services our core automotive aftermarket customers through its offering of premium replacement parts within the following major

product groups:

Our business is organized into four operating segments:

Vehicle Control , Temperature Control , Nissens Automotive and Engineered Solutions .

Nissens Automotive is a new operating segment created in the fourth quarter of 2024 following the completion of our previously-disclosed acquisition of AX V Nissens III ApS (now known as SMP Nissens III ApS) and its direct and indirect subsidiaries (“Nissens Automotive”) in November 2024.

Our Vehicle Control , Temperature Control and Nissens Automotive operating segments supply the automotive aftermarket with premium replacement parts in largely non-discretionary categories.

Our products are primarily used to perform non-discretionary repairs that extend the service life of vehicles by replacing critical components that have failed over time and that are necessary for vehicles to operate as designed.

Our Engineered Solutions operating segment offers a broad array of conventional and future-oriented technologies in markets for commercial and light vehicles, construction, agriculture, power sports, marine, hydraulics and lawn and garden.

We sell our products primarily to retailers, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Europe, Canada, Mexico, Asia and other foreign countries.

Our operating segment structure provides clarity to the unique dynamics and margin profiles of the markets we serve, and it is designed to align our operations with our strategic focus on diversifying our business and capturing opportunities for future growth.

Our Vehicle Control Segment services our core automotive aftermarket customers through its offering of premium replacement parts within the following major product groups.

(1) Engine Management , which includes components for the ignition, emissions and fuel delivery systems of vehicles utilizing an internal combustion engine.

Product categories include air injection

and induction components, air management valves, regulators and solenoids, exhaust gas recirculation (EGR) components, fuel injectors and related components, fuel valves, ignition coils, connectors and sockets, modules, pumps, relays and

fuses, starting and charging system parts, and vapor and purge components.

Product categories include air injection and induction components, air management valves, regulators and solenoids, exhaust gas recirculation (EGR) components, fuel injectors and related components, fuel valves, ignition coils, connectors and sockets, modules, pumps, relays and fuses, starting and charging system parts, and vapor and purge components.

(2) Electrical & Safety , which includes components for the electrical and safety systems of vehicles, and are powertrain neutral vehicle technologies.

Product categories include electrical

switches and actuators, chassis and drivetrain sensors such as anti-lock brake and vehicle speed sensors, fluid level sensors, pressure sensors such as tire pressure monitoring, temperature sensors, and sensors for advanced driver

assistance systems (ADAS), along with battery cables, pigtails, sockets and a wide range of electrical wire, terminals, connectors, and tools for servicing a vehicle’s electrical system.

Wire Sets & Other , which includes spark plug wire sets, coil on plug boots and accessories servicing vehicle’s ignition system.

Certain product categories within this group are in secular

decline based upon product life cycle.

Product categories include electrical switches and actuators, chassis and drivetrain sensors such as anti-lock brake and vehicle speed sensors, fluid level sensors, pressure sensors such as tire pressure monitoring, temperature sensors, and sensors for advanced driver assistance systems (ADAS), along with battery cables, pigtails, sockets and a wide range of electrical wire, terminals, connectors, and tools for servicing a vehicle’s electrical system.

(3) Wire Sets & Other , which includes spark plug wire sets, coil on plug boots and accessories servicing the vehicle’s ignition system.

Certain product categories within this group are in secular decline based upon product life cycle.

Many Vehicle Control systems use on-board computers to monitor inputs from sensing devices located throughout the vehicle.

As the complexity of these systems continues to develop and proliferate, we

expect to benefit from increased demand for our sensors, switches, actuators, valves, solenoids and related parts, which are designed to function with these systems.

As the complexity of these systems continues to develop and proliferate, we expect to benefit from increased demand for our sensors, switches, actuators, valves, solenoids and related parts, which are designed to function with these systems.

We also expect to benefit from government regulations regarding vehicle safety and emissions.

For example, we believe emissions laws and fuel economy regulations have had a positive impact on sales of our ignition, emissions control and fuel

delivery parts since vehicles not meeting emissions inspection standards may require repairs utilizing parts sold by us.

Similarly, as government-mandated safety devices, such as anti-lock braking systems and ADAS, proliferate with new vehicle

production, we anticipate increased replacement opportunities for many of our products such as ABS sensors, TPMS sensors, traction control products and ADAS replacement parts.

Our Temperature Control Segment also services our core automotive aftermarket customers through its offering of premium replacement parts within the following

major product groups:

For example, we believe emissions laws and fuel economy regulations have had a positive impact on sales of our ignition, emissions control and fuel delivery parts since vehicles not meeting emissions inspection standards may require repairs utilizing parts sold by us.

Similarly, as government-mandated safety devices, such as anti-lock braking systems and ADAS, proliferate with new vehicle production, we anticipate increased replacement opportunities for many of our products such as ABS sensors, TPMS sensors, traction control products and ADAS replacement parts.

Our Temperature Control Segment also services our core automotive aftermarket customers through its offering of premium replacement parts within the following major product groups:

(1) AC System Components , which includes compressors, air conditioning repair kits, connecting lines, heat exchangers, and expansion devices.

(2) Other Thermal Components , which includes parts that provide engine, transmission, electric drive motor, and battery temperature management.

We believe our Temperature Control Segment is poised to benefit from the broader adoption of more complex air conditioning systems that will provide passenger comfort regardless of the vehicle’s

We believe our Temperature Control Segment is poised to benefit from the broader adoption of more complex air conditioning systems that will provide passenger comfort regardless of the vehicle’s powertrain.

For example, in addition to cabin comfort, powertrains such as electric vehicles will require cooling systems for the batteries, electronics, motors and other applications.

The Engineered Solutions Segment services our vehicle and equipment manufacturing customers across diverse global end markets, including on-highway and off-highway applications such as commercial and

light vehicles, construction, agriculture, power sports, marine, hydraulics and lawn and garden, through an offering of custom-engineered solutions within the following product categories:

Our Nissens Automotive Segment was created in the fourth quarter of 2024 following the completion of our previously-disclosed acquisition of Nissens Automotive, a leading European supplier of thermal management and engine efficiency products for the automotive aftermarket.

Our Nissens Automotive Segment offers premium replacement parts within the following major product groups:

(1) Engine Cooling , which includes radiators and oil coolers, electronics, such as electric water pumps and temperature sensors, and related components, such as expansion tanks and fan clutches.

(2) Air Conditioning , which includes compressors and condensers, electronics, such as blowers, fans and pressure sensors, and related components, such as evaporators, expansion valves and heaters.

(3) Engine Efficiency , which includes turbochargers and intercoolers, electronics, such as exhaust gas recirculation (EGR) valves and modules, and related components, such as EGR coolers and oil feed pipes.

Our Engineered Solutions Segment services our vehicle and equipment manufacturing customers across diverse global end markets, including commercial and light vehicles, construction, agriculture, power sports, marine, hydraulics and lawn and garden, through an offering of custom-engineered solutions within the following product categories:

(1) Thermal Management Products , which are designed to control the operating temperature of HVAC, battery and heat exchange systems, such as electrical compressors, fans, motors and pumps.

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(5) Electrification & Electronics , which includes controller area network (CAN) devices, CAN bus wiring and splitting devices, and electronic controls, transmitters and components.

Injection & Fuel Delivery , covering an extensive array of applications in transportation, such as gasoline, diesel and alternative fuels, such as compressed natural gas, liquefied natural gas,

liquefied petroleum gas, and hydrogen.

(6) Injection & Fuel Delivery , covering an extensive array of applications in transportation, such as gasoline, diesel and alternative fuels, such as compressed natural gas, liquefied natural gas, liquefied petroleum gas, and hydrogen.

(7) Ignition & Emissions , which includes wire, ignition coils and positive crankcase ventilation valves.

Clamping Devices , covering automotive and industrial applications.

(8) Clamping Devices , covering commercial and light vehicle automotive applications, and industrial applications.

Our Business Strategy

Our Corporate Mission is to be a leading global supplier of parts and services to diverse end markets for the vehicles of yesterday, today and tomorrow, while leveraging our

heritage of integrity and respect for all of our stakeholders.

We sell our products in the automotive aftermarket primarily to retailers and warehouse distributors, who buy directly from us and sell directly to jobber stores, professional technicians and to individual consumers who perform “do-it-yourself”

repairs on their personal vehicles.

Our Corporate Mission is to be a leading global supplier of parts and services to diverse end markets for the vehicles of yesterday, today and tomorrow, while leveraging our heritage of integrity and respect for all of our stakeholders.

We sell our products in the automotive aftermarket in North America primarily to retailers and warehouse distributors, who buy directly from us and sell directly to jobber stores, professional technicians and to individual consumers who perform “do-it-yourself” repairs on their personal vehicles.

In the automotive aftermarket in Europe, we sell primarily to wholesalers and distributors, who may be members of international trading groups, in addition to retailers and repair shops.

We believe that our value proposition is a key competitive advantage in maintaining our position as a strategic partner to our customers and a leader in the automotive aftermarket.

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We offer professional grade products intended to fit, form and function to standards that meet or exceed the original equipment (“OE”) product it replaces.

Our products undergo rigorous product qualification, testing our products against

exacting specifications and performance criteria.

Our products undergo rigorous product qualification, testing our products against exacting specifications and performance criteria.

In some cases, we have successfully identified and implemented improvements in the durability of our products through the evaluation and analysis of OE product failures in the field.

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We market and distribute our products under our own brands, such as:

Vehicle Control

Temperature Control

Nissens Automotive

We also distribute our products to customers for resale under private labels and the following co-labels:

Vehicle Control

In some cases, we have developed our product offering and brand strategies to support our customers’ initiatives to market a tiered product assortment designed to satisfy end-user preferences for quality and value.

We believe that this

alignment makes us an invaluable business partner to our customers.

We believe that this alignment makes us an invaluable business partner to our customers.

Full-Line Coverage .

Our product offering is designed to ensure our automotive aftermarket customers have the parts they need to maintain, service and repair the wide range of vehicles in operation.

We offer a full line of critical components for most years, makes,

models and engine sizes.

Our product offering is designed to ensure our automotive aftermarket customers have the parts needed to maintain, service and repair the wide range of vehicles in operation.

We offer a full line of critical components for most years, makes, models and engine sizes.

Our product offering is a reflection of the vehicles in operation, the adoption rates of new vehicle technologies by original equipment manufacturers, the number of miles driven, and the failure rates of parts in service.

We continuously look to expand our coverage through the addition of late-model applications in existing product categories as well as new product categories in response to evolving vehicle technologies, or that otherwise complement our existing

offering and have potential for high growth.

We focus on expanding our product coverage in advanced powertrain technologies, including start and stop technology, cylinder deactivation, variable valve timing, turbochargers, electronic throttle bodies, diesel exhaust emissions control,

gasoline direct injection, active grill shutters;

electrification, such as battery cooling fans, drive battery charging cables and adapters, and electric coolant pumps;

and safety related categories, such as anti-lock brake, vehicle speed sensors,

tire pressure monitoring, park assist sensors and advanced driver assistance components, including blind spot detection sensors, cruise control distance sensors, lane departure sensor cameras and park assist backup cameras.

In December 2023, we offered over 79,000 total stock keeping units (SKUs) to the automotive aftermarket.

Approximately 2,600 of these SKUs were newly introduced in 2023, of which more than half were powertrain neutral vehicle technologies, such

as cruise control distance sensors, park assist cameras and electronic parking brake actuators.

Our Vehicle Control offering includes more than seventy product categories for hybrid electric vehicles.

We are committed to strategically expanding our product offerings for electric and hybrid vehicles

to service this important segment.

and safety related categories, such as anti-lock brake, vehicle speed sensors, tire pressure monitoring, park assist sensors and advanced driver assistance components, including blind spot detection sensors, cruise control distance sensors, lane departure sensor cameras and park assist backup cameras.

Supply Chain Excellence .

Product availability, including order turn-around time and fill rates, are critical measures of performance in the automotive aftermarket, and we partner with our suppliers and customers, to implement focused initiatives designed to achieve high

levels of performance against these key metrics.

For example, we manage forecasting responsibilities for our major retail customers, and provide twelve month projections to our suppliers to assist in their raw material and capacity planning to

ensure continuity of supply.

For example, we manage forecasting responsibilities for our major retail customers, and provide twelve month projections to our suppliers to assist in their raw material and capacity planning to ensure continuity of supply.

In 2023, we announced plans to open a new distribution center in Shawnee, Kansas.

The new facility, which is expected to have a phased opening beginning in 2024 and be fully operational in early 2025, will expand our total distribution network square footage to meet our growing demands in the automotive

aftermarket, and integrate state-of-the-art technologies to deliver improved logistics capabilities, operational efficiencies, as well as enhanced employee, customer and supplier experiences.

The new Shawnee, Kansas distribution facility will also

bring our Vehicle Control products geographically closer to our Midwest and West Coast customers, reducing transportation lead-time, and will ultimately provide disaster recovery capabilities for automotive

aftermarket products across our divisions.

The new facility, which began a phased opening in 2024 and is expected to be fully operational in 2025, will expand our total distribution network square footage to meet our growing demands in the automotive aftermarket, and integrate new distribution technologies including a mechanized material handling system designed to deliver improved logistics capabilities, operational efficiencies, as well as enhanced employee, customer and supplier experiences.

The new Shawnee, Kansas distribution facility will also bring our Vehicle Control and Temperature Control products geographically closer to our Midwest and West Coast customers, reducing transportation lead-time, and will ultimately provide disaster recovery capabilities for automotive aftermarket products across our divisions.

Field Sales Support .

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Our field sales support focuses on educating parts professionals ( e.g.

, customer team members) and professional technicians

in highly technical product categories.

, customer team members) and professional technicians in highly technical product categories.

Our customers depend on our sales personnel as a reliable source for technical information and to assist with sales to their customers ( e.g.

, jobber stores,

professional technicians and individual consumers performing “do-it-yourself” repairs).

, jobber stores, professional technicians and individual consumers performing “do-it-yourself” repairs).

We direct a significant portion of our sales efforts to our customers’ customers to generate demand for our products.

The structure of our salesforce

facilitates these efforts, enabling us to implement our sales and marketing programs uniformly throughout the distribution channel.

The structure of our salesforce facilitates these efforts, enabling us to implement our sales and marketing programs uniformly throughout the distribution channel.

Marketing Support .

We support our customers with superior value-added services such as data-driven category management based on vehicles in operation, sophisticated parts catalogs, available online and through our mobile application, and technical support,

including selection, assortment and application support for all of our products.

We also grant our customers royalty-free licenses to use certain intellectual property rights to advertise, market and sell our products.

The licenses primarily

cover vehicle application data, which is used to identify the parts necessary to service any particular vehicle make, model, year and/or engine size, product information data, including product interchanges, part numbers, attributes, high

resolution images and videos, dimensions, specifications and other technical descriptions of parts and components.

The licenses primarily cover vehicle application data, which is used to identify the parts necessary to service any particular vehicle make, model, year and/or engine size, product information data, including product interchanges, part numbers, attributes, high resolution images and videos, dimensions, specifications and other technical descriptions of parts and components.

World-Class Training .

We generate demand for our products through our technical training program, which offers training seminars to professional automotive technicians.

Our training program is accredited by the National Institute for Automotive Service Excellence

(ASE) Training Managers Council.

Our training program is accredited by the National Institute for Automotive Service Excellence (ASE) Training Managers Council.

Our seminars are taught by ASE certified instructors, and are available in-person and online through webinars and on-demand seminars.

Our seminars cover approximately 150 different topics, offered in both English

7,000 of our customers’ store employees and sales team members who are registered to participate in such sessions through our online platform.

Our seminars cover approximately 150 different topics, offered in both English and Spanish.

Through our training program, we typically teach approximately 60,000 technicians annually how to diagnose and repair vehicles equipped with complex systems related to our products, and we have approximately 16,000 technicians and 7,000 of our customers’ store employees and sales team members who are registered to participate in such sessions through our online platform.

Basic Manufacturing .

We are committed to expanding our design, engineering and manufacturing capabilities, and vertically integrating production processes to bring more manufacturing in-house.

We engineer, tool and manufacture many of the products we offer for sale

and the components used in their assembly.

We believe this level of vertical integration, in combination with our manufacturing footprint in low cost regions, is a key competitive advantage in terms of the quality, cost and availability of our

We engineer, tool and manufacture many of the products we offer for sale and the components used in their assembly.

Examples of vertically integrated processes:

➢ plastic molding operations

➢ automated electronics assembly

➢ stamping and machining operations

➢ design and fabrication of processing and test equipment

➢ wire extrusion

➢ teardown, diagnostics and rebuilding of remanufactured air conditioning compressors, diesel injectors and diesel pumps

As of December 31, 2023, all of our principal manufacturing facilities maintained quality management systems that were ISO 9001 and/or TS 16949 certified, and ten of our principal manufacturing and distribution facilities maintained

environmental management systems that were ISO 14001 certified.

➢ plastic molding operations ➢ automated electronics assembly

➢ stamping and machining operations ➢ design and fabrication of automated processing and test equipment

➢ wire extrusion ➢ teardown, diagnostics and rebuilding of remanufactured air conditioning compressors, diesel injectors and diesel pumps

As of December 31, 2024, seventeen of our principal manufacturing facilities maintained quality management systems that were ISO 9001 and/or TS 16949 certified, and thirteen of our principal manufacturing and distribution facilities maintained environmental management systems that were ISO 14001 certified.

Our manufacturing footprint is geographically diverse with a greater presence in North America and Europe compared to many of our peers.

We leverage our footprint to improve our cost position by locating labor-intensive processes within our

low-cost plants, and by investing in automation and undertaking continuous improvement and expansion initiatives in our domestic facilities.

We leverage our footprint to improve our cost position by locating labor-intensive processes within our low-cost plants, and by investing in automation and undertaking continuous improvement and expansion initiatives in our domestic facilities.

Our Engineered Solutions Value Proposition

We seek to leverage our extensive portfolio of adaptable products and strategically positioned global network of resources to deliver custom-engineered solutions for vehicle

control and thermal management categories to the diversified end markets we supply.

We seek to leverage our extensive portfolio of adaptable products and strategically positioned global network of resources to deliver custom-engineered solutions for vehicle control and thermal management categories to the diversified end markets we supply.

Our Engineered Solutions products are sold primarily to original equipment manufacturers and their tier suppliers, system integrators, and original equipment service part operations.

Our customers use

our products in serial production and as service and replacement parts.

We believe our global network of resources, including our engineering capabilities, advanced quality systems, manufacturing, distribution and technical sales expertise, combined with our customizable solutions for vehicle control and thermal

management categories, is a key competitive advantage.

Our focus on vehicle control and thermal management categories leverages the legacy and leadership position of our automotive aftermarket business to provide a platform for future growth in

diverse non-aftermarket end markets.

We drive growth in this segment by developing new customer relationships, cross-selling to existing customers, introducing new products to new and existing customers, and increasing content per unit.

growth strategy is long-term, and we do not expect growth to be linear given the lengthy nature of design engineering and validation and the period of time between the awarding of new business and the start of production, often which occurs 1-2

years after business is awarded.

Our customers use our products in serial production and as service and replacement parts.

Our focus on vehicle control and thermal management categories leverages the legacy and leadership position of our automotive aftermarket business to provide a platform for future growth in diverse non-aftermarket end markets.

We drive growth in this segment by developing new customer relationships, cross-selling to existing customers, introducing new products to new and existing customers, and increasing platform content.

Our growth strategy is long-term, and we do not expect growth to be linear given the lengthy nature of design engineering and validation, and the period of time between the awarding of new business and the start of production, which often occurs 1-2 years after business is awarded.

We believe our automotive aftermarket business benefits from our Engineered Solutions business through accelerated future product development;

systems, processes and quality enhancements;

the technical

insights of its original equipment customers;

the technical insights of its original equipment customers;

its global footprint;

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We selectively pursue strategic acquisitions that strengthen our position in the markets we supply or that diversify our business in target markets or geographies.

Among other considerations, we seek acquisitions that align with our core

competencies;

Among other considerations, we seek acquisitions that align with our core competencies;

enhance our existing design, engineering and manufacturing capabilities;

and vertically integrate key technologies, products and processes.

For information on recent acquisitions and investments, see Note 2 “Business Acquisitions and Investments” of the Notes to Consolidated Financial Statements in Item 8 of this Report.

For information on recent acquisitions and investments, see Note 2 “Business Combinations” of the Notes to Consolidated Financial Statements in Item 8 of this Report.

Industry Trends

The automotive aftermarket is a mature industry that tends to be influenced by trends such as the number of vehicles on the road, the average age of vehicles on the road, and the total number of miles driven per year.

Weather extremes like

unseasonably hot or cool temperatures in the summer can also have an impact on automotive aftermarket product demand.

In the diverse non-aftermarket end markets we supply, such as commercial and light vehicles, construction, agriculture, power sports and others, other economic factors such as the level of new vehicle sales and production rates, which more

recently have been impacted by disruptions in the global supply chain and labor, tend to have a more direct impact.

Weather extremes like unseasonably hot or cool temperatures in the summer can also have an impact on automotive aftermarket product demand.

Our Customers

In the automotive aftermarket, our customers are many of the largest national and regional retailers and distributors, such as:

Advance Auto Parts;

In the automotive aftermarket in North America, our customers are many of the largest national and regional retailers and distributors, such as:

Auto Value and Bumper to Bumper (Aftermarket Auto Parts Alliance);

Automotive Distribution

Automotive Distribution Network;

Canadian Tire;

Federated Auto Parts;

Genuine Parts Company and National Automotive Parts Association;

Genuine Parts Company and NAPA (National Automotive Parts Association);

O’Reilly Auto Parts;

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and Uni-Select.

In Europe, Nissens Automotive customers are comprised of many of the largest wholesalers and distributors, which may be members of international trading groups, such as:

AD International, ATR International, GROUPAUTO International, Global One Automotive, Nexus Automotive International and TEMOT International Autoparts.

Engineered Solutions customers are many of the largest original equipment manufacturers and their tier suppliers, system integrators, and original equipment service part operations, such as:

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In the automotive aftermarket, we compete primarily on the basis of product quality, availability (including order turn-around time and fill rate), coverage and price, and value-added services.

Our primary competitors are full-line suppliers,

short- or value-line suppliers, tier suppliers and service part operations of original equipment manufacturers, including car dealerships, and the direct import programs of certain retailers.

In our Engineered Solutions segment, we compete on the basis of product quality, price and availability (including order turn-around time and fill rate), technical expertise (including product design,

development and innovation), and lean process improvements.

Our primary competitors are full-line suppliers, short- or value-line suppliers, tier suppliers and service part operations of original equipment manufacturers, including car dealerships, and the direct import programs of certain retailers.

Our primary competitors are global and regional tier suppliers of original equipment manufacturers.

We believe we differentiate ourselves from our competition through the execution of our value proposition, discussed further above.

In addition, in the automotive aftermarket, we offer a variety of strategic customer discounts, allowances and

incentives to increase the sale of our products.

In addition, in the automotive aftermarket, we offer a variety of strategic customer discounts, allowances and incentives to increase the sale of our products.

For example, we offer cash discounts for paying invoices in accordance with the specified discounted terms of the invoice.

We also offer rebates and discounts to customers as advertising and sales

force allowances, and allowances for warranty and overstock returns are also provided.

These discounts, allowances and incentives are a common practice in the automotive aftermarket, and we intend to continue offering them in response to

competitive pressures and to strategically support growth in sales of our products.

We also offer rebates and discounts to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided.

These discounts, allowances and incentives are a common practice in the automotive aftermarket, and we intend to continue offering them in response to competitive pressures and to strategically support growth in sales of our products.

Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment.

It is in these quarters that demand

for our products is typically the highest, specifically in the Temperature Control Segment of our business.

The demand for our Temperature Control products during

the second and third quarters of the year may vary significantly with the summer weather and customer inventories.

It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business.

The demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories.

Working Capital and Inventory Management

We maintain an inventory management system that is designed to reduce inventory requirements, and enhance our ability to compete on the basis of product availability (including order turn-around time and fill rate) and product coverage.

continuous improvements in this system to improve inventory deployment, enhance collaboration with customers on forecasts and inventory assortments, and further integrate our supply chain with both our customers and suppliers.

We also utilize a

pack‑to‑order distribution system, which permits us to retain slow moving items in a bulk storage state until a related order is received.

We seek continuous improvements in this system to improve inventory deployment, enhance collaboration with customers on forecasts and inventory assortments, and further integrate our supply chain with both our customers and suppliers.

We also utilize a pack‑to‑order distribution system, which permits us to retain slow moving items in a bulk storage state until a related order is received.

This system reduces the volume of a given part in inventory.

We face inventory management issues in our automotive A ftermarket business as a result of overstock returns.

We permit our automotive A ftermarket

customers to return new, undamaged products within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories.

We accrue for

overstock returns as a percentage of sales after giving consideration to recent returns history.

In addition, as discussed further above under the heading “Seasonality”, the seasonality of our Temperature Control

Segment requires that we increase our inventory during the winter season in preparation of the summer selling season.

We face inventory management issues in our automotive aftermarket business as a result of overstock returns.

We permit our automotive aftermarket customers to return new, undamaged products within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories.

We accrue for overstock returns as a percentage of sales after giving consideration to recent returns history.

In addition, as discussed further above under the heading “Seasonality”, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season.

As such, our profitability and working capital requirements are seasonal due to our sales mix of Temperature Control products.

Our working capital requirements typically peak near the end of the second

quarter, as the inventory build‑up of air conditioning products is converted to sales, and payments on the receivables associated with such sales have yet to be received.

These increased working capital requirements are funded by borrowings from

our revolving credit facility in our Credit Agreement.

Our working capital requirements typically peak near the end of the second quarter, as the inventory build‑up of air conditioning products is converted to sales, and payments on the receivables associated with such sales have yet to be received.

These increased working capital requirements are funded by borrowings from our revolving credit facility.

We source materials through a global network of suppliers to ensure a consistent, high quality and low cost supply of materials and key components for our product lines.

As a result of the breadth of our product offering, we are not dependent

on any single raw material.

Irrespective, disruptions in the global economy have impeded global supply chains, resulting in inflationary cost increases in certain raw materials, labor and transportation, in longer lead times, delays in procuring

component parts and raw materials, and in prior year inventory increases, which are subsequently being worked down.

In response to the global supply chain volatility and inflationary cost increases, we have taken, and continue to take, several

actions to mitigate the impact by working closely with our suppliers and customers to minimize any potential adverse impacts on our business, including implementing cost savings initiatives and the pass through of higher costs to our customers in

the form of price increases.

The principal raw materials purchased by us consist of brass, electronic components, fabricated copper (primarily in the form of magnet and insulated cable), steel magnets, laminations, tubes and shafts, stamped steel parts, stainless steel

coils and rods, aluminum coils, fittings, rods, cast aluminum parts, lead, steel roller bearings, rubber molding compound, thermo‑set and thermo plastic molding powders, and chemicals.

As a result of the breadth of our product offering, we are not dependent on any single raw material.

The principal raw materials purchased by us consist of brass, electronic components, fabricated copper (primarily in the form of magnet and insulated wire), steel magnets, laminations, tubes and shafts, stamped steel parts, stainless steel coils and rods, aluminum coils, fittings, rods, cast aluminum parts, lead, steel roller bearings, rubber molding compound, thermo‑set and thermo plastic molding powders, and chemicals.

Additionally, we use components and cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, and diesel pumps.

We obtain cores from exchanges with customers who return cores subsequent to

purchasing remanufactured products, and from a network of core brokers who sell cores.

In addition, we acquire certain materials by purchasing products that are resold into the market, particularly by OEM sources and other domestic and foreign

We obtain cores from exchanges with customers who return cores subsequent to purchasing remanufactured products, and from a network of core brokers who sell cores.

In addition, we acquire certain materials by purchasing products that are resold into the market, particularly by OEM sources and other domestic and foreign suppliers.

In 2024, we experienced a gradual improvement in our global supply chains, with fewer delays in procuring component parts and raw materials, and moderation in the volatility of input costs generally following a period of significant volatility.

However, we were adversely impacted by regional events, such as the Suez Canal and Panama Canal disruptions, and the lingering effects of inflationary cost increases.

We continue to work closely with our suppliers and customers to implement actions designed to mitigate the impact of these events on our business, including cost savings initiatives, the vertical integration of production processes and price negotiations.

We expect to have an adequate supply of primary raw materials and cores necessary to meet our needs;

however, there always are risks and uncertainties with respect to the supply of raw materials and components that could impact their

availability in sufficient quantities and at cost effective prices to meet our needs.

however, there are always risks and uncertainties with respect to the supply of raw materials and components that could impact their availability in sufficient quantities and at cost effective prices to meet our needs.

Sustainability

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Our Company was founded in 1919 on the values of integrity, common decency and respect for others.

These values are embodied in our Code of Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of

principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business.

These values are embodied in our Code of Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business.

These values also serve as the foundation for our continued focus on many important sustainability issues.

Environmental Stewardship

our generation of waste, increasing our recycling efforts and reducing our Scope 1 and Scope 2 greenhouse gas emissions.

Additionally, we believe our product offering contributes to a greener car parc through several key product categories that are

critical components in automotive systems designed to improve fuel economy and reduce harmful emissions, such as fuel injectors, exhaust gas recirculation valves, sensors and tubes, and evaporative emission control system components.

We also bring

to market alternative energy products, which utilize cleaner burning fuels or are designed for electric or hybrid electric vehicles, and we remanufacture key categories within our product portfolio, such as air conditioning compressors, diesel

injectors and diesel pumps, through processes that save energy and reduce waste.

We have made significant strides with respect to our sustainability initiatives, building awareness of the environmental impact of our operations, and challenging ourselves to reduce our impact by reducing our usage of energy and water, reducing our generation of waste, increasing our recycling efforts and reducing our Scope 1 and Scope 2 greenhouse gas emissions.

Additionally, we believe our product offering contributes to a greener car parc through several key product categories that are critical components in automotive systems designed to improve fuel economy and reduce harmful emissions, such as fuel injectors, exhaust gas recirculation valves, sensors and tubes, and evaporative emission control system components.

We also bring to market alternative energy products, which utilize cleaner burning fuels or are designed for electric or hybrid electric vehicles, and we remanufacture key categories within our product portfolio, such as air conditioning compressors, diesel injectors and diesel pumps, through processes that save energy and reduce waste.

Human Capital

As of December 31, 2023, we employed approximately 5,200 people, with 2,100 people in the United States and 3,100 people in Mexico, Canada, Poland, the U.K., Germany, Hungary, China and Hong Kong.

Of the 5,200 people employed, approximately

2,600 people are production employees.

As of December 31, 2024, we employed approximately 5,600 people, with 2,000 people in the United States and 3,600 people in Mexico, Canada, Denmark, France, Germany, Hungary, Italy, Netherlands, Poland, Slovakia, Spain, the United Kingdom, China and Hong Kong.

Of the 5,600 people employed, approximately 2,800 people are production employees.

We operate primarily in non‑union facilities and have binding labor agreements with employees at other unionized facilities.

We have approximately 75 production employees in Edwardsville, Kansas, who will

eventually migrate to our new Shawnee, KS facility, who are covered by a contract with The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America that expires in August 2026.

We also have approximately

1,200 employees in Mexico who are covered under union agreements negotiated at various intervals.

We have approximately 94 production employees in Edwardsville, Kansas, who will eventually migrate to our new Shawnee, KS facility, who are covered by a contract with The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America that expires in August 2026.

We also have approximately 1,200 employees in Mexico who are represented by works council, trade unions or other employee representative bodies under agreements negotiated at various intervals.

For clarification, the employee numbers described above exclude the employees of our joint venture operations.

We believe our facilities are in

labor markets with ready access to adequate numbers of skilled and unskilled workers, and our relations with our union and non‑union employees are good.

Diversity, Equity, Inclusion, and Belonging.

We strive to hire, retain and advance a diverse workforce that reflects the communities that we serve.

We believe our facilities are in labor markets with ready access to adequate numbers of skilled and unskilled workers, and our relations with our union and non‑union employees are good.

Talent Acquisition and Retention.

We strive to hire, retain and advance a workforce whose diverse experiences and backgrounds enhance our collaborative and inclusive environment.

Our recent efforts have been focused in three areas:

inspiring innovation through an inclusive and diverse culture;

expanding our efforts to recruit and hire world-class diverse talent;

and identifying strategic partners to accelerate our inclusion and diversity programs.

inspiring innovation through collaboration and diversity of ideas;

and offering opportunities for our employees to engage in meaningful projects, both at work and in our communities.

Health, Safety and Wellness .

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We provide competitive compensation and benefits programs that meet the needs of our employees.

In addition to wages and salaries, these programs include annual cash bonuses,

stock awards, a 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, fertility benefits, family care resources, tuition reimbursement, LGBTQ+ inclusive benefits, mental health

resources and employee assistance programs.

In addition to wages and salaries, these programs include annual incentive based compensation, a 401(k) Plan, employee stock ownership plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, fertility benefits, family care resources, tuition reimbursement, inclusive benefits, medicare and retirement planning, perimenopause and menopause support, mental health resources and employee assistance programs.

Talent Development.

We invest significant resources to develop the talent of our high potential employees.

We deliver employee workshops and mentoring programs, numerous training opportunities, provide

rotational assignment opportunities, offer continuous learning and development, and implement methodologies to manage performance, provide feedback and develop talent opportunities, all designed to provide employees with the resources they need to

help achieve their career goals and build management skills.

We deliver employee workshops and mentoring programs, training opportunities, rotational assignments, continuous learning and development, and implement processes to manage performance, provide feedback and develop talent, all designed to provide employees with the resources they need to achieve their career goals and build skills.

Our annual review process encourages manager and employee conversations throughout the year to enhance growth and development.

Employee satisfaction and engagement are important elements in our talent retention strategy.

From time to time, we conduct employee engagement surveys to identify

areas where we can enhance our talent retention strategy and employee satisfaction, including fostering a more inclusive and equitable environment.

We utilize the results from these engagement surveys to better provide employees with the tools,

resources and support that they need to succeed and grow in their SMP careers.

From time to time, we conduct employee engagement surveys to identify areas where we can enhance our talent retention strategy and employee satisfaction, including fostering a sense of belonging throughout our organization.

We utilize the results from these engagement surveys to better provide employees with the tools, resources and support that they need to succeed and grow in their SMP careers.

Social Engagement and Community Service

We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace.

Through our SMP Cares® initiative, we sponsor corporate giving and volunteering

programs to encourage our employees to connect with our local communities and engage in the local causes that they are passionate about.

Through our SMP Cares® initiative, we sponsor corporate giving and volunteering programs to encourage our employees to connect with our local communities and engage in the local causes that they are passionate about.

Our commitment to sustainability is spearheaded by our Board of Directors.

Specifically, our Nominating and Corporate Governance Committee established a sustainability steering committee among our executive officers including our Chief Executive

Officer & President, Chief Legal Officer & Secretary, Chief Human Resources Officer, and Senior Vice President of North American Operations.

This sustainability steering committee is tasked with developing specific strategies to ensure that

our company-wide operations adhere to our corporate governance values and advance our sustainability objectives globally.

The multidisciplinary approach of our steering committee allows it to leverage our expertise in operations, engineering,

supply chain, human capital management, finance, legal and other fields to push our sustainability initiatives ahead from all angles.

Specifically, our Nominating and Corporate Governance Committee established a sustainability steering committee among our executive officers including our Chief Executive Officer & President, Chief Legal Officer & Secretary, Chief Human Resources Officer, and Senior Vice President of North American Operations.

The sustainability steering committee is tasked with developing specific strategies to ensure that our company-wide operations adhere to our corporate governance values and advance our sustainability objectives globally.

The multidisciplinary approach of our steering committee allows it to leverage our expertise in operations, engineering, supply chain, human capital management, finance, legal and other fields to push our sustainability initiatives ahead from all angles.

Continued Commitment

With each year, we intend to further our commitment to sustainability initiatives, improving our environmental stewardship, finding ways to give back to our communities, and enhancing the diversity and inclusion of our workforce while offering

opportunities for development.

Information on our sustainability initiatives can be found in our most current sustainability report and on our corporate website at ir.smpcorp.com under “Environmental &

Social Responsibility” and at smpcares.smpcorp.com.

Information in our sustainability report and on our corporate websites regarding our sustainability initiatives are referenced for general information

only and are not incorporated by reference in this Report.

Information on our sustainability initiatives can be found in our most current sustainability report and on our corporate website at ir.smpcorp.com under “Environmental & Social Responsibility” and at smpcares.smpcorp.com.

Information in our sustainability report and on our corporate websites regarding our sustainability initiatives are referenced for general information only and are not incorporated by reference in this Report.

Available Information

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Our principal executive offices are located at 37‑18 Northern Boulevard, Long Island City, New York 11101, and our main telephone number at that location is (718) 392‑0200.

Our Internet address is

www.smpcorp.com .

Our Internet address is www.smpcorp.com .

We provide a link to reports that we have filed with the SEC.

However, for those persons that make a request in writing or by e-mail (financial@smpcorp.com), we will provide free of charge

our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

These reports and

other information are also available, free of charge, at www.sec.gov .

However, for those persons that make a request in writing or by e-mail (financial@smpcorp.com), we will provide free of charge our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

These reports and other information are also available, free of charge, at www.sec.gov .

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What changed 10-K

Item 1. Business