What changed in this filing

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Item 1. Business

2024-03-01 compared with 2023-03-02 · 29 added, 39 removed, 195 unchanged (26% of the section changed)

11 unchanged sentences

While the wiring business was our largest single business, based on revenues and employees, and the business that the Company was founded on, its products were largely commodities that did not provide a technology platform to drive our expected future growth.

In addition to the divestiture of the wiring business, we deployed capital in 2017 to make strategic investments including the acquisition of Orlaco, our partner on the development of MirrorEye, our camera-based vision system, and the acquisition of 100 percent of our Stoneridge Brazil business.

In addition to the divestiture of the wiring business, we deployed capital in 2017 to make strategic investments including the acquisition of Orlaco, our partner on the development of MirrorEye®, our camera monitor system, and the acquisition of an additional 24 percent of our Stoneridge Brazil business resulting in 100 percent ownership.

In 2019, the Company’s Control Devices segment sold its non-core switches and connectors business (the “Non-core Products”) and in 2020 announced the strategic exit of our PM sensor business to further align with our strategic plan.

2 unchanged sentences

In January 2019, the Company committed to a restructuring plan that resulted in the closure of the Canton, Massachusetts facility (“Canton Facility”) as of March 31, 2020 and the consolidation of manufacturing operations at that site into other Company locations (“Canton Restructuring”).

During the third quarter of 2020, we leased the Canton facility to a third party.

On June 17, 2021, we sold the Canton facility.

See Note 7 and Note 2 to the consolidated financial statements for additional details regarding the third-party lease and sale, respectively, of the Canton Facility.

See Note 2 to the consolidated financial statements for additional details regarding the sale of the Canton Facility.

See Note 12 to the consolidated financial statements for additional details regarding the Canton Restructuring .

9 unchanged sentences

We have positioned each of our segments for continued long-term success.

Our Control Devices segment is increasingly well positioned with a focus on continued development and commercialization of actuation and electrified powertrain applications that will drive future growth for the segment.

Our Electronics segment is expected to drive strong revenue growth through previously awarded new program launches including launches for our MirrorEye® camera-based vision system in the OEM market, our digital driver information systems and our connectivity products globally.

Our Stoneridge

Brazil segment continues to integrate into our global Electronics strategy as we leverage our global engineering footprint and prepare for continued expansion of our local OEM presence.

Our Control Devices segment is increasingly well positioned with a focus on continued development and commercialization of actuation and powertrain agnostic applications that will drive future growth for the segment.

Our Electronics segment is expected to drive strong revenue growth through launches of previously awarded programs including launches for our MirrorEye camera monitor system in the European and North American commercial vehicle markets and our SE5000 Smart 2 tachograph product in the European commercial vehicle market for both OEM and aftermarket applications.

Our Stoneridge Brazil segment continues to integrate into our global strategy as we leverage our global engineering footprint and prepare for continued expansion of our local OEM presence.

Overall, we will continue to focus our resources on the areas of largest opportunity for the Company to drive long-term value creation for our shareholders.

5 unchanged sentences

This segment includes product lines such as actuators, sensors, switches and connectors.

Actuator products enable OEMs to deploy power functions in a vehicle and can be designed to integrate switching and control functions including our park lock, front-axle disconnect and shift by wire products.

Actuator products enable OEMs to deploy power functions in a vehicle and can be designed to integrate switching and control functions including our park lock and front-axle disconnect products.

Sensor products are employed in major vehicle systems such as the emissions, safety, powertrain, braking, climate control, steering and suspension systems and are now being applied to electric vehicle thermal management systems.

12 unchanged sentences

Stoneridge Brazil.

Our Stoneridge Brazil (“SRB”) segment primarily serves the South American market and specializes in the design, manufacture and sale of vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices, driver information systems and telematics solutions primarily for the automotive market.

This segment includes product lines such as vehicle monitoring and tracking devices, security alarms, convenience applications such as parking sensors and rearview cameras, audio and infotainment systems and telematics products used for fleet management.

Our Stoneridge Brazil segment primarily serves the South American market and specializes in the design, manufacture and sale of vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices, driver information systems and telematics solutions primarily for the automotive and commercial vehicle markets.

This segment includes product lines such as vehicle monitoring and tracking devices, security alarms, convenience applications such as parking sensors and rearview cameras, audio and infotainment systems, driver information systems and telematics products used for fleet management.

These products improve the performance, safety and convenience features of our customers’ vehicles.

Stoneridge Brazil sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services, direct to OEMs and through mass merchandisers.

Stoneridge Brazil sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services and direct to OEMs.

In addition, monitoring services and tracking devices are sold directly to corporate and individual customers.

Our products and systems are sold to numerous OEM and Tier 1 customers, as well as aftermarket distributors and mass merchandisers, for use on many different vehicle platforms.

Our products and systems are sold to numerous OEM and Tier 1 customers, as well as aftermarket distributors, for use on many different vehicle platforms.

We supply multiple parts to many of our principal OEM and Tier 1 customers under requirements contracts for a particular vehicle model.

5 unchanged sentences

Off-highway and other 12 % 12 % 12 %

Aftermarket distributors, mass merchandisers and monitoring services 6 % 8 % 7 %

Aftermarket distributors and monitoring services 6 % 6 % 8 %

For further information related to our reportable segments and financial information about geographic areas, see Note 13 to the consolidated financial statements.

Production Materials

The principal production materials used in the Company’s manufacturing process are molded plastic components and resins, copper, steel, precious metals and certain electrical components such as printed circuit boards, semiconductors, microprocessors, memory devices, resistors, capacitors, fuses, relays, monitors and cameras.

The principal production materials used in the Company’s manufacturing process are electrical components such as printed circuit boards, semiconductors, microprocessors, memory devices, resistors, capacitors, fuses, relays, monitors and cameras, molded plastic components and resins, copper, steel and precious metals.

We purchase production materials pursuant to both annual contract and spot purchasing methods.

1 unchanged sentence

As global demand for our production materials increases, we may have difficulties obtaining adequate production materials from our suppliers to satisfy our customers.

Risk Factors for risks related to the current supply chain disruption related to semiconductors and other production materials.

Refer to the Risk Factors for risks related to the current supply chain disruption related to semiconductors and other production materials.

Any extended period for which we cannot obtain adequate production material or which we experience an increase in the price of production material would materially affect our results of operations and financial condition.

19 unchanged sentences

Due to the competitive nature of the markets we serve, we face pricing pressures from our customers in the ordinary course of business.

In response to these pricing pressures we have been able to effectively manage our production costs by the combination of lowering certain costs and limiting the increase of others, the net impact of which has not been material.

However, if we are unable to effectively manage production costs in the future to mitigate future pricing pressures, our results of operations would be adversely affected.

In response to these pricing pressures we manage our production costs by lowering certain costs and/or limiting the increase of others.

If we are unable to effectively manage production costs in the future to mitigate future pricing pressures, our financial condition and results of operations would be adversely affected.

The markets for our products in our reportable segments are highly competitive.

3 unchanged sentences

Once a supplier has been selected to provide parts for a new program, an OEM customer will usually continue to purchase those parts from the selected supplier for the life of the program, although not necessarily for any model redesigns.

We compete for aftermarket and mass merchandiser sales based on price, product functionality, quality and service.

We compete for aftermarket sales based on price, product functionality, quality and service.

Our diversity in products creates a wide range of competitors, which vary depending on both market and geographic location.

3 unchanged sentences

A large portion of our development expenses are related to customer-sponsored programs where we are involved in designing custom-engineered solutions for specific applications or for next generation technology.

To further our vehicle platform penetration, we have also developed collaborative relationships with

the design and engineering departments of key customers.

To further our vehicle platform penetration, we have also developed collaborative relationships with the design and engineering departments of key customers.

These collaborative efforts have resulted in the development of new and complimentary products and the enhancement of existing products.

While our engineering and product development departments are organized by market, our segments interact and collaborate on new products.

Our product development investment and spending activities are globally coordinated to maximize utilization of resources and collaboration among engineering resources which are organized based on resource availability, capability and cost effectiveness.

The product development operations are executed by technology groups in Barneveld, Netherlands;

5 unchanged sentences

Suzhou, China and Tallinn, Estonia.

We have invested, and will continue to invest heavily in technology to develop new products for our customers.

We have invested, and will continue to invest heavily in technology aligned with our strategy to develop smart products that contain embedded electronics or logic.

Product development costs, other than capitalized software development costs, incurred in connection with the development of new products and manufacturing methods, to the extent not recoverable from the customer, are expensed as incurred.

27 unchanged sentences

It is our mission to attract, advance and advocate for a diverse workforce that represents the communities around us.

To this end, Stoneridge created a steering committee to drive DEI initiatives across its various sites and functions and report on progress to our executive leadership team and Board of Directors.

To this end, Stoneridge created a steering committee to drive diversity, equity and inclusion initiatives across its various sites and functions and report on progress to our executive leadership team and Board of Directors.

Additionally, we are challenging and responding to bias and eliminating barriers through fair policies and practices.

11 unchanged sentences

Benedict 57 Chief Human Resources Officer and Assistant General Counsel

Borne 48 Chief Strategy Officer and Chief Technology Officer

Ferraiolo 56 President of the Stoneridge Brazil Division

57 Chief Accounting Officer

Salvatore Orsini 53 Chief Procurement Officer

Orsini 54 Chief Procurement Officer

Peter Österberg 55 President of the Electronics Division

8 unchanged sentences

Horvath, Chief Financial Officer and Treasurer.

Horvath was appointed Chief Financial Officer and Treasurer in August 2021.

He previously served as Stoneridge’s Executive Director of Corporate Strategy and Investor Relations, and prior to that as Director of Investor Relations.

Horvath was appointed Chief Financial Officer and Treasurer in September 2021.

He previously served as Stoneridge’s Executive Director of Corporate Strategy and Investor Relations from September 2020 to August 2021, and prior to that as Director of Investor Relations from November 2016 to August 2020.

Prior to joining Stoneridge, Mr.

Horvath spent six years at EY, formerly known as Ernst & Young, in the Transaction Advisory practice, primarily focused on business and asset valuation with a focus on the automotive and transportation industry.

Benedict, Chief Human Resources Officer and Assistant General Counsel.

Benedict was appointed Chief Human Resources Officer and Assistant General Counsel – Labor and Employment in June 2019.

Benedict was appointed Chief Human Resources Officer and Assistant General Counsel in June 2019.

Benedict previously served as Stoneridge’s Director of Legal since November 2017.

1 unchanged sentence

Benedict served as Senior Counsel for Koch Industries in October 2017 and Corporate Counsel for Guardian Industries from December 2012 to September 2017.

Borne, Chief Strategy Officer and Chief Technology Officer.

Borne was appointed Chief Strategy Officer in March 2022.

Prior to that he was the President of the Electronics Division from January 2019.

Borne joined the Company in August 2018 as the Company’s Chief Technology Officer and has continued to serve in that role.

Prior to joining Stoneridge, Mr.

Borne served as Vice President of Product Development at Whirlpool Corporation from 2014 until August 2018.

Ferraiolo, President of the PST Electronics Division.

8 unchanged sentences

Hartman served as Corporate Controller of the Company since 2006 and prior to that as Stoneridge’s Director of Internal Audit from 2003.

Salvatore Orsini, Chief Procurement Officer.

Orsini, Chief Procurement Officer.

Orsini was appointed Chief Procurement Officer in July 2022.

13 unchanged sentences

Kased was appointed as President of the Control Devices Division in January 2023.

He previously was the Vice President of Sales, Strategy, and Product Line Management for the Control Devices Division in 2019.

He previously was the Vice President of Sales, Strategy, and Product Line Management for the Control Devices Division from 2019.

Prior to joining Stoneridge, Mr.

1 unchanged sentence

Prior to that, Mr.

Kased was employed at Delphi from 2005 to 2017 where he served in roles of increasing responsibility.

Kased was employed at Delphi from 2005 to 2017 where he served in management and engineering roles of increasing responsibility.

Available Information

We make available, free of charge through our website (www.stoneridge.com), our Annual Report on Form 10-K (“Annual Report”), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and other filings with the U.S.

We make available, free of charge through our website (www.stoneridge.com), our Annual Reports on Form 10-K (“Annual Report”), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and other filings with the U.S.

Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after they are filed with the SEC.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business