##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period from
    
    to

Commission file number:
    001-13337   STONERIDGE, INC.
  (Exact name of registrant as
    specified in its charter)
  Ohio

34-1598949(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   9400 East Market Street, Warren, Ohio

44484(Address of principal executive
    offices)

(Zip
    Code)   (330)
    856-2443Registrants
    telephone number, Including Area Code
 Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares, without par value

New York Stock Exchange   Securities registered pursuant to section 12(g) of the
    Act:
 None
   o þ
   o þ
   þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2
 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





STONERIDGE,
    INC. AND SUBSIDIARIES
  INDEX
   
 Page No.Part IItem 1.

Business


2Item 1A.

Risk Factors


7Item 1B.

Unresolved Staff Comments


10Item 2.

Properties


11Item 3.

Legal Proceedings


12Item 4.

Submission of Matters to a Vote of Security
    Holders


12Part IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


13Item 6.

Selected Financial Data


14Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


30Item 8.

Financial Statements and Supplementary Data


31Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


71Item 9A.

Controls and Procedures


71Item 9B.

Other Information


73Part IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


73Item 11.

Executive Compensation


73Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


73Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


73Item 14.

Principal Accounting Fees and Services


73Part IVItem 15.

Exhibits, Financial Statement Schedules


74Signatures


75EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1   1




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  Overview
    Products
  Disclosures about Segments of an Enterprise and Related
    Information
  Electronics.
  Control Devices.
 2




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##### Table of Contents



For the Fiscal Years EndedDecember 31,2007


2006


2005Electronics


61
%


62
%


57
%Control Devices


39



38



43Total


100
%


100
%


100
%     Production
    Materials
    Patents
    and Intellectual Property
    Industry
    Cyclicality and Seasonality
      Customers
   3




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##### Table of Contents



For the Fiscal Years EndedDecember 31,2007


2006


2005Navistar International


20
%


25
%


22
%Ford Motor Company


8



6



7Deere & Company


7



6



6MAN AG


6



6



2General Motors


6



5



5Chrysler LLC


5



5



9Other


48



47



49Total


100
%


100
%


100
%   Backlog
    Competition
      Electronics.
  Control Devices.
  Product
    Development
   4




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##### Table of Contents



on-site
      Environmental
    and Other Regulations
    Employees
    Joint
    Ventures
   5




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##### Table of Contents



For the Fiscal Years Ended December 31,2007


2006


2005PST

$
10,351


$
6,771


$
3,976Minda


542



354



76Total equity earnings of investees

$
10,893


$
7,125


$
4,052     Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
  1-800-SEC-0330.
 6




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS.  Our
    business is cyclical and seasonal in nature and downturns in the
    automotive, medium- and heavy-duty truck, agricultural and
    off-road vehicle markets could reduce the sales and
    profitability of our business.
    Our
    business is very competitive and increased competition could
    reduce our sales.
    The
    prices that we can charge some of our customers are
    predetermined and we bear the risk of costs in excess of our
    estimates.
    We are
    dependent on the availability and price of raw
    materials.
    Our
    strategic initiatives may be unsuccessful, may take longer than
    anticipated, or may result in unanticipated costs.
   7




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##### Table of Contents



The
    loss or insolvency of any of our major customers would adversely
    affect our future results.
    Consolidation
    among vehicle parts customers and suppliers could make it more
    difficult for us to compete favorably.
    Our
    physical properties and information systems are subject to
    damage as a result of disasters, outages or similar
    events.
      We
    must implement and sustain a competitive technological advantage
    in producing our products to compete effectively.
   8




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##### Table of Contents



We may
    experience increased costs associated with labor unions that
    could adversely affect our financial performance and results of
    operations.
    Compliance
    with environmental and other governmental regulations could be
    costly and require us to make significant
    expenditures.
    
    the discharge of pollutants into the air and water;
    the generation, handling, storage, transportation, treatment,
    and disposal of waste and other materials;
    the cleanup of contaminated properties; and
    the health and safety of our employees.    We may
    incur material product liability costs.
   9




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##### Table of Contents



We are
    subject to risks related to our international
    operations.
    
    political and economic instability;
    restrictive trade policies;
    economic conditions in local markets;
    currency exchange controls;
    labor unrest;
    difficulty in obtaining distribution support and potentially
    adverse tax consequences; and
    the imposition of product tariffs and the burden of complying
    with a wide variety of international and U.S. export laws.    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   10




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##### Table of Contents



ITEM 2.
    PROPERTIES.    Owned/




SquareLocation

Leased


Use

FootageElectronicsPortland, Indiana


Owned


Manufacturing


182,000Juarez, Mexico


Owned


Manufacturing/Division Office


178,000Chihuahua, Mexico


Owned


Manufacturing


135,569El Paso, Texas


Leased


Warehouse


93,000Orebro, Sweden


Leased


Manufacturing


77,472Mitcheldean, England


Leased


Manufacturing


74,790Monclova, Mexico


Leased


Manufacturing


68,436Chihuahua, Mexico


Leased


Manufacturing


49,805Stockholm, Sweden


Leased


Engineering Office/Division Office


37,714Dundee, Scotland


Leased


Manufacturing


32,753Tallinn, Estonia


Leased


Manufacturing


28,352Warren, Ohio


Leased


Engineering Office/Division Office


24,570Tallinn, Estonia


Leased


Manufacturing/Warehouse


21,635Chihuahua, Mexico


Leased


Manufacturing


10,000Bayonne, France


Leased


Sales Office


8,267Madrid, Spain


Leased


Sales Office/Warehouse


1,560Rome, Italy


Leased


Sales Office


1,216Stuttgart, Germany


Leased


Sales Office/Engineering Office


1,000Control DevicesLexington, Ohio


Owned


Manufacturing/Division Office


152,742Canton, Massachusetts


Owned


Manufacturing/Division Office


132,560Sarasota, Florida


Owned


Manufacturing


115,000Canton, Massachusetts


Leased


Manufacturing


58,077Suzhou, China


Leased


Manufacturing


24,412Lexington, Ohio


Owned


Manufacturing


10,120Sarasota, Florida


Owned


Warehouse


7,500Lexington, Ohio


Leased


Warehouse


5,000CorporateNovi, Michigan


Leased


Sales Office/Engineering Office


9,400Warren, Ohio


Owned


Headquarters


7,500Shanghai, China


Leased


Sales Office


270Seoul, South Korea


Leased


Sales Office


107Joint VenturesPune, India


Owned


Manufacturing/Engineering Office/Sales Office


76,000Manaus, Brazil


Owned


Manufacturing


73,550São Paulo, Brazil


Owned


Manufacturing/Engineering Office/Sales Office


41,323Buenos Aires, Argentina


Leased


Sales Office


3,551  11




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.    Executive
    Officers of the Company
    Name

Age

PositionJohn C. Corey


60


President, Chief Executive Officer and DirectorGeorge E. Strickler


60


Executive Vice President, Chief Financial Officer and TreasurerThomas A. Beaver


54


Vice President of Global Sales and Systems EngineeringMark J. Tervalon


41


Vice President of the Company and President of the Stoneridge
    Electronics Division   John C. Corey, President, Chief Executive Officer and
    Director.
  George E. Strickler, Executive Vice President, Chief
    Financial Officer and
    Treasurer.
  Thomas A. Beaver, Vice President of Global Sales and
    Systems Engineering.
  Mark J. Tervalon, Vice President of the Company and
    President of the Stoneridge Electronics
    Division.
 12




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.        Quarter Ended

High


Low2007


March 31

$
12.17


$
8.25June 30

$
13.53


$
10.29September 30

$
13.76


$
9.15December 31

$
10.98


$
8.002006


April 1

$
7.11


$
4.95July 1

$
8.45


$
5.60September 30

$
9.89


$
7.05December 31

$
8.32


$
6.71       
  2002


2003


2004


2005


2006


2007Stoneridge, Inc.


100.00



126.47



127.14



55.63



68.82



67.56Hemscott GroupIndustry Group 333 Index


100.00



147.67



151.99



135.13



152.24



163.56NYSE Market Index


100.00



129.55



146.29



158.37



185.55



195.46   Regulation S-K,
 13




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.    For the Fiscal Years Ended December 31,2007


2006


2005


2004


2003(in thousands, except per share data)Statement of Operations Data:Net sales:Electronics

$
458,672


$
456,932


$
401,663


$
403,322


$
324,905Control Devices


289,979



271,943



291,434



299,408



299,791Eliminations


(21,531
)


(20,176
)


(21,513
)


(20,935
)


(18,031
)Consolidated

$
727,120


$
708,699


$
671,584


$
681,795


$
606,665Gross profit

$
167,723


$
158,906


$
148,588


$
174,987


$
156,030Operating income (loss)(A)

$
34,799


$
35,063


$
23,303


$
(125,570
)

$
58,370Income (loss) before income taxes and cumulative effect of
    accounting change(A)Electronics

$
20,692


$
20,882


$
(216
)

$
27,562


$
15,578Control Devices


15,825



13,987



19,429



(147,960
)


46,227Other corporate activities


8,676



6,392



8,217



(4,477
)


(3,644
)Corporate interest


(21,969
)


(21,622
)


(22,994
)


(24,281
)


(27,141
)Consolidated

$
23,224


$
19,639


$
4,436


$
(149,156
)

$
31,020Net income (loss)(A)

$
16,671


$
14,513


$
933


$
(92,503
)

$
21,379Basic net income (loss) per share(A)

$
0.72


$
0.63


$
0.04


$
(4.09
)

$
0.95Diluted net income (loss) per share(A)

$
0.71


$
0.63


$
0.04


$
(4.09
)

$
0.94Other Data:Product development expenses

$
44,203


$
40,840


$
39,193


$
36,145


$
28,714Capital expenditures


18,141



25,895



28,934



23,917



26,382Depreciation and amortization(B)


28,503



26,180



26,157



24,802



22,188Balance Sheet Data (at period end):Working capital

$
184,788


$
135,915


$
116,689


$
123,317


$
72,832Total assets


527,769



501,807



463,038



473,001



573,001Long-term debt, less current portion


200,000



200,000



200,000



200,052



200,245Shareholders equity


206,189



178,622



153,991



155,605



243,406     (A)
    
    Our 2004 operating loss, loss before income taxes and cumulative
    effect of accounting change, net loss, and related basic and
    diluted loss per share amounts include a non-cash, pre-tax
    goodwill impairment loss of $183,450, which was recorded in the
    fourth quarter of 2004.(B)
    
    These amounts represent depreciation and amortization on fixed
    and finite-lived intangible assets. 14




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Overview
                  Comissão de Valores
    Mobiliários
 15




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##### Table of Contents



Outlook
            Results
    of Operations
      52-53 week
 16




---



##### Table of Contents



Fiscal
    Year Ended December 31, 2007 Compared To Fiscal Year Ended
    December 31, 2006
  Net Sales.
  For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2007


2006


(Decrease)


(Decrease)Electronics

$
441,717



60.7
%

$
442,427



62.4
%

$
(710
)


(0.2
)%Control Devices


285,403



39.3



266,272



37.6



19,131



7.2
%Total net sales

$
727,120



100.0
%

$
708,699



100.0
%

$
18,421



2.6
%         For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2007


2006


(Decrease)


(Decrease)North America

$
522,730



71.9
%

$
541,479



76.4
%

$
(18,749
)


(3.5
)%Europe and other


204,390



28.1



167,220



23.6



37,170



22.2
%Total net sales

$
727,120



100.0
%

$
708,699



100.0
%

$
18,421



2.6
%    17




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##### Table of Contents



For the Fiscal Years Ended December 31,


$ Increase/2007


2006


(Decrease)Net Sales

$
727,120



100.0
%

$
708,699



100.0
%

$
18,421Costs and Expenses:Cost of goods sold


559,397



76.9



549,793



77.6



9,604Selling, general and administrative


133,708



18.4



124,538



17.6



9,170Gain on sale of property, plant & equipment, net


(1,710
)


(0.2
)


(1,303
)


(0.2
)


(407
)Restructuring charges


926



0.1



608



0.1



318Operating Income


34,799



4.8



35,063



4.9



(264
)Interest expense, net


21,759



3.0



21,744



3.1



15Equity in earnings of investees


(10,893
)


(1.5
)


(7,125
)


(1.0
)


(3,768
)Other loss, net


709



0.1



805



0.1



(96
)Income Before Income Taxes


23,224



3.2



19,639



2.7



3,585Provision for income taxes


6,553



0.9



5,126



0.7



1,427Net Income

$
16,671



2.3
%

$
14,513



2.0
%

$
2,158   Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
    Restructuring Charges. fixed-asset
 18




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##### Table of Contents



For the Fiscal Year EndedDecember 31, 2007TotalConsolidatedRestructuringElectronics


Control Devices


ChargesSeverance costs

$
542


$
357


$
899Other costs






27



27Total restructuring charges

$
542


$
384


$
926       For the Fiscal Year EndedDecember 31, 2006TotalConsolidatedRestructuringElectronics


Control Devices


ChargesSeverance costs

$
369


$
156


$
525Other costs






83



83Total restructuring charges

$
369


$
239


$
608     Gain on Sale of Property, Plant and Equipment,
    net.
  Equity in Earnings of Investees.
  Income Before Income Taxes.
  For the Fiscal YearsEnded December 31,


$ Increase/2007


2006


(Decrease)Electronics

$
20,692


$
20,882


$
(190
)Control Devices


15,825



13,987



1,838Other corporate activities


8,676



6,392



2,284Corporate interest expense


(21,969
)


(21,622
)


(347
)Income before income taxes

$
23,224


$
19,639


$
3,585    19




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##### Table of Contents



For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2007


2006


(Decrease)


(Decrease)North America

$
12,405



53.4
%

$
10,847



55.2
%

$
1,558



14.4
%Europe and other


10,819



46.6



8,792



44.8



2,027



23.1
%Income before income taxes

$
23,224



100.0
%

$
19,639



100.0
%

$
3,585



18.3
%     Provision for Income Taxes.
  Fiscal
    Year Ended December 31, 2006 Compared To Fiscal Year Ended
    December 31, 2005
  Net Sales.
  For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2006


2005


(Decrease)


(Decrease)Electronics

$
442,427



62.4
%

$
384,943



57.3
%

$
57,484



14.9
%Control Devices


266,272



37.6



286,641



42.7



(20,369
)


(7.1
)%Total net sales

$
708,699



100.0
%

$
671,584



100.0
%

$
37,115



5.5
%    20




---



##### Table of Contents



For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2006


2005


(Decrease)


(Decrease)North America

$
541,479



76.4
%

$
532,523



79.3
%

$
8,956



1.7
%Europe and other


167,220



23.6



139,061



20.7



28,159



20.2
%Total net sales

$
708,699



100.0
%

$
671,584



100.0
%

$
37,115



5.5
%       For the Fiscal Years Ended December 31,


$ Increase/2006


2005


(Decrease)Net Sales

$
708,699



100.0
%

$
671,584



100.0
%

$
37,115Costs and Expenses:Cost of goods sold


549,793



77.6



522,996



77.9



26,797Selling, general and administrative


124,302



17.5



116,836



17.4



7,466Provision for doubtful accounts


236



0.0



3,711



0.6



(3,475
)Gain on sale of property, plant and equipment, net


(1,303
)


(0.2
)


(360
)


(0.1
)


(943
)Restructuring charges


608



0.1



5,098



0.7



(4,490
)Operating Income


35,063



5.0



23,303



3.5



11,760Interest expense, net


21,744



3.1



23,872



3.6



(2,128
)Equity in earnings of investees


(7,125
)


(1.0
)


(4,052
)


(0.6
)


(3,073
)Other (income) loss, net


805



0.1



(953
)


(0.1
)


1,758Income Before Income Taxes


19,639



2.8



4,436



0.6



15,203Provision for income taxes


5,126



0.7



3,503



0.5



1,623Net Income

$
14,513



2.1
%

$
933



0.1
%

$
13,580   Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
  Provision for Doubtful Accounts.
 21




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##### Table of Contents



Restructuring Charges.
  Interest Expense, Net.
  Equity in Earnings of Investees.
  Other (Income) Loss, Net.
  Income Before Income Taxes.
  For the Fiscal YearsEnded December 31,


$ Increase/2006


2005


(Decrease)Electronics

$
20,882


$
(216
)

$
21,098Control Devices


13,987



19,429



(5,442
)Other corporate activities


6,392



8,217



(1,825
)Corporate interest expense


(21,622
)


(22,994
)


1,372Income before income taxes

$
19,639


$
4,436


$
15,203         For the Fiscal Years Ended December 31,


$ Increase/


% Increase/2006


2005


(Decrease)


(Decrease)North America

$
10,847



55.2
%

$
7,208



162.5
%

$
3,639



50.5
%Europe and other


8,792



44.8



(2,772
)


(62.5
)


11,564



417.2
%Income before income taxes

$
19,639



100.0
%

$
4,436



100.0
%

$
15,203



342.7
%   start-up
 22




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##### Table of Contents



Provision for Income Taxes.
  Liquidity
    and Capital Resources
  Summary of Cash Flows (in thousands):
  For the Fiscal YearsEnded December 31,


$ Increase/2007


2006


(Decrease)Cash provided by (used for):Operating activities

$
33,525


$
46,540


$
(13,015
)Investing activities


(5,826
)


(24,609
)


18,783Financing activities


900



107



793Effect of exchange rate changes on cash and cash equivalents


1,443



3,060



(1,617
)Net change in cash and cash equivalents

$
30,042


$
25,098


$
4,944          23




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##### Table of Contents



Less than








AfterContractual Obligations:

Total


1 Year


2-3 Years


4-5 Years


5 YearsLong-term debt

$
200,000


$



$



$
200,000


$
Operating leases


21,772



5,631



6,828



3,231



6,082Employee benefit plans


9,546



757



1,674



1,834



5,281Uncertain income tax benefits(1)


1,008



1,008











Total contractual obligations

$
232,326


$
7,396


$
8,502


$
205,065


$
11,363     (1)
    
    See Note 5 to the accompanying consolidated financial
    statements for further information with respect to our uncertain
    income tax benefits.        Comissão de Valores
    Mobiliários
      Inflation
    and International Presence
   24




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##### Table of Contents



Critical
    Accounting Policies and Estimates
  Estimates.
      Revenue Recognition and Sales Commitments.
    Warranties.
  Allowance for Doubtful Accounts.
  Contingencies.
 25




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##### Table of Contents



Accounting for Contingencies
  Inventory Valuation. last-in, first-in, non-U.S. inventories.
  Goodwill.
  Share-Based Compensation.
  Pension and Other Postretirement Benefits.
        Deferred Income Taxes. non-U.S. subsidiaries,
 26




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##### Table of Contents



Accounting for Income Taxes
  Accounting for Uncertainty in
    Income Taxes  An Interpretation of FASB Statement
    No. 109
  Restructuring.
    Recently
    Issued Accounting Standards
    Fair Value Measurements ,
  Business Combinations
 27




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial Statements
    Accounting for Income Taxes
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
  Definition of Settlement in FASB
    Interpretation No. 48 FIN 48-1). FIN 48-1 FIN 48-1
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115
 28




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##### Table of Contents



Forward-Looking
    Statements
    
    the loss or bankruptcy of a major customer;
    the costs and timing of facility closures, business realignment,
    or similar actions;
    a significant change in automotive, medium- and heavy-duty or
    agricultural and off-highway vehicle production;
    our ability to achieve cost reductions that offset or exceed
    customer-mandated selling price reductions;
    a significant change in general economic conditions in any of
    the various countries in which we operate;
    labor disruptions at our facilities or at any of our significant
    customers or suppliers;
    the ability of our suppliers to supply us with parts and
    components at competitive prices on a timely basis;
    the amount of debt and the restrictive covenants contained in
    our credit facility;
    customer acceptance of new products;
    capital availability or costs, including changes in interest
    rates or market perceptions;
    the successful integration of any acquired businesses;
    the occurrence or non-occurrence of circumstances beyond our
    control; and
    those items described in Part I, Item IA (Risk
    Factors). 29




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest
    Rate Risk
    Commodity
    Price Risk
        Foreign
    Currency Exchange Risk
     30




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    AND FINANCIAL STATEMENT SCHEDULE
  PageConsolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


32Consolidated Balance Sheets as of
    December 31, 2007 and 2006


33Consolidated Statements of Operations for the
    Fiscal Years Ended December 31, 2007, 2006 and 2005


34Consolidated Statements of Cash Flows for the
    Fiscal Years Ended December 31, 2007, 2006 and 2005


35Consolidated Statements of Shareholders
    Equity for the Fiscal Years Ended December 31, 2007, 2006
    and 2005


36Notes to Consolidated Financial Statements


37Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts


70  31




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              
    32




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 (in thousands)
  December 31,2007


2006ASSETSCurrent Assets:Cash and cash equivalents

$
95,924


$
65,882Accounts receivable, less reserves of $4,736 and $5,243,
    respectively


122,288



106,985Inventories, net


57,392



58,521Prepaid expenses and other


15,926



13,448Deferred income taxes


9,829



9,196Total current assets


301,359



254,032Long-Term Assets:Property, plant and equipment, net


92,752



114,586Other Assets:Goodwill


65,176



65,176Investments and other, net


39,454



30,875Deferred income taxes


29,028



37,138Total long-term assets


226,410



247,775Total Assets

$
527,769


$
501,807LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
69,373


$
72,493Accrued expenses and other


47,198



45,624Total current liabilities


116,571



118,117Long-Term Liabilities:Long-term debt


200,000



200,000Deferred income taxes


2,665



1,923Other liabilities


2,344



3,145Total long-term liabilities


205,009



205,068Shareholders Equity:Preferred Shares, without par value, authorized
    5,000 shares, none issued






Common Shares, without par value, authorized 60,000 shares,
    issued 24,601 and 23,990 shares and outstanding 24,209 and
    23,804 shares, respectively, with no stated value






Additional paid-in capital


154,173



150,078Common Shares held in treasury, 392 and 186 shares,
    respectively, at cost


(383
)


(151
)Retained earnings


38,372



21,701Accumulated other comprehensive income


14,027



6,994Total shareholders equity


206,189



178,622Total Liabilities and Shareholders Equity

$
527,769


$
501,807    33




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
  For the Fiscal Years EndedDecember 31,2007


2006


2005Net Sales

$
727,120


$
708,699


$
671,584Costs and Expenses:Cost of goods sold


559,397



549,793



522,996Selling, general and administrative


133,614



124,302



116,836Provision for doubtful accounts


94



236



3,711Gain on sale of property, plant and equipment, net


(1,710
)


(1,303
)


(360
)Restructuring charges


926



608



5,098Operating Income


34,799



35,063



23,303Interest expense, net


21,759



21,744



23,872Equity in earnings of investees


(10,893
)


(7,125
)


(4,052
)Other (income) loss, net


709



805



(953
)Income Before Income Taxes


23,224



19,639



4,436Provision for income taxes


6,553



5,126



3,503Net Income

$
16,671


$
14,513


$
933Basic net income per share

$
0.72


$
0.63


$
0.04Basic weighted average shares outstanding


23,133



22,866



22,709Diluted net income per share

$
0.71


$
0.63


$
0.04Diluted weighted average shares outstanding


23,548



23,062



22,775    34




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
  For the Fiscal Years EndedDecember 31,2007


2006


2005OPERATING ACTIVITIES:Net income

$
16,671


$
14,513


$
933Adjustments to reconcile net income to net cash provided (used)
    by operating activities Depreciation


28,299



25,904



25,861Amortization


1,522



1,657



1,560Deferred income taxes


3,823



3,466



815Earnings of equity method investees, less dividends received


(5,299
)


(3,455
)


(1,894
)Gain on sale of fixed assets


(1,710
)


(1,303
)


(360
)Gain on sale of partnership interest






(1,627
)


Share-based compensation expense


2,431



1,953



1,695Postretirement benefit settlement gain






(1,242
)


Changes in operating assets and liabilities Accounts receivable, net


(13,424
)


(2,739
)


(3,516
)Inventories, net


933



(2,350
)


517Prepaid expenses and other


1,563



1,742



(3,744
)Other assets


(89
)


2,228



(1,762
)Accounts payable


(4,881
)


14,084



505Accrued expenses and other


3,686



(6,291
)


(1,549
)Net cash provided by operating activities


33,525



46,540



19,061INVESTING ACTIVITIES:Capital expenditures


(18,141
)


(25,895
)


(28,934
)Proceeds from sale of fixed assets


12,315



2,266



1,664Proceeds from sale of partnership interest






1,153



Business acquisitions and other






(2,133
)


(282
)Net cash used by investing activities


(5,826
)


(24,609
)


(27,552
)FINANCING ACTIVITIES:Repayments of long-term debt






(44
)


(118
)Share-based compensation activity


2,119



301



1Other financing costs


(1,219
)


(150
)


(241
)Net cash provided (used) by financing activities


900



107



(358
)Effect of exchange rate changes on cash and cash equivalents


1,443



3,060



(2,699
)Net change in cash and cash equivalents


30,042



25,098



(11,548
)Cash and cash equivalents at beginning of period


65,882



40,784



52,332Cash and cash equivalents at end of period

$
95,924


$
65,882


$
40,784Supplemental disclosure of cash flow information:Cash paid for interest, net

$
20,637


$
20,565


$
22,683Cash paid for income taxes, net

$
3,672


$
2,394


$
4,891    35




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
 (in thousands)
  Common





AccumulatedNumber of


Number of


Additional


Shares





Other


TotalCommon


Treasury


Paid-In


Held


Retained


Comprehensive


Shareholders


ComprehensiveShares


Shares


Capital


in Treasury


Earnings


Income (Loss)


Equity


Income (Loss)BALANCE, DECEMBER 31, 2004


22,780



8


$
145,764


$



$
6,255


$
3,586


$
155,605Net income


















933







933


$
933Exercise of share options


10







48















48



Issuance of restricted Common Shares


434



























Forfeited restricted Common Shares


(39
)


39























Repurchased Common Shares for treasury


(7
)


7







(65
)










(65
)


Share-based compensation matters










1,628















1,628



Other comprehensive income (loss):Minimum pension liability adjustments






















396



396



396Unrealized loss on marketable securities






















89



89



89Currency translation adjustments






















(4,643
)


(4,643
)


(4,643
)Comprehensive loss





























$
(3,225
)BALANCE, DECEMBER 31, 2005


23,178



54



147,440



(65
)


7,188



(572
)


153,991Net income


















14,513







14,513


$
14,513Exercise of share options


64







393















393



Issuance of restricted Common Shares


694



























Forfeited restricted Common Shares


(118
)


118























Repurchased Common Shares for treasury


(14
)


14







(86
)










(86
)


Share-based compensation matters










2,245















2,245



Other comprehensive income (loss):Minimum pension liability adjustments






















1,625



1,625



1,625Cumulative effect of adopting SFAS No. 158






























Unrealized gain on marketable securities






















(84
)


(84
)


(84
)Currency translation adjustments






















6,025



6,025



6,025Comprehensive income





























$
22,079BALANCE, DECEMBER 31, 2006


23,804



186



150,078



(151
)


21,701



6,994



178,622Net income


















16,671







16,671


$
16,671Exercise of share options


164







1,552















1,552



Issuance of restricted Common Shares


447



























Forfeited restricted Common Shares


(181
)


181























Repurchased Common Shares for treasury


(25
)


25







(232
)










(232
)


Share-based compensation matters










2,543















2,543



Other comprehensive income:Pension liability adjustments






















983



983



983Unrealized loss on marketable securities






















44



44



44Unrealized gain on derivatives






















(37
)


(37
)


(37
)Currency translation adjustments






















6,043



6,043



6,043Comprehensive income





























$
23,704BALANCE, DECEMBER 31, 2007


24,209



392


$
154,173


$
(383
)

$
38,372


$
14,027


$
206,189    36




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in thousands, except share and per share data, unless otherwise
    indicated)
  1.
    Organization
    and Nature of Business    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    52-53 week
  Cash
    and Cash Equivalents
    Accounts
    Receivable and Concentration of Credit Risk
    For the Fiscal Years Ended December 31,2007


2006


2005Navistar International


20
%


25
%


22
%Ford Motor Company


8



6



7Deere & Company


7



6



6MAN AG


6



6



2General Motors


6



5



5Chrysler LLC


5



5



9Other


48



47



49Total


100
%


100
%


100
%      37




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Inventories
  last-in, first-in,
  2007


2006Raw materials

$
36,678


$
39,832Work in progress


9,065



8,196Finished goods


13,700



12,614Total inventories


59,443



60,642Less: LIFO reserve


(2,051
)


(2,121
)Inventories, net

$
57,392


$
58,521   Property,
    Plant and Equipment
    2007


2006Land and land improvements

$
3,956


$
4,654Buildings and improvements


35,869



44,526Machinery and equipment


132,501



130,323Office furniture and fixtures


31,394



36,103Tooling


81,976



80,579Vehicles


403



470Leasehold improvements


2,981



2,190Construction in progress


10,909



18,835Total property, plant and equipment


299,989



317,680Less: Accumulated depreciation


(207,237
)


(203,094
)Property, plant and equipment, net

$
92,752


$
114,586  38




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Buildings and improvements


1040 yearsMachinery and equipment


320 yearsOffice furniture and fixtures


310 yearsTooling


25 yearsVehicles


35 yearsLeasehold improvements


38 years     Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
         39




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  Accrued
    Expenses and Other Current Liabilities
    2007


2006Compensation-related obligations

$
19,053


$
15,128Insurance-related obligations


4,084



4,178Warranty-and
    recall-related obligations


5,306



5,825Other(1)


18,755



20,493Total accrued expenses and other current liabilities

$
47,198


$
45,624     (1)
    
    Other is comprised of miscellaneous accruals; none
    of which contributed a significant portion of the total.  Income
    Taxes
  Accounting for Income Taxes
  Currency
    Translation
    Revenue
    Recognition and Sales Commitments
    Allowance
    for Doubtful Accounts
   40




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  Product
    Warranty and Recall Reserves
      2007


2006Product warranty and recall at beginning of period

$
5,825


$
6,220Accruals for products shipped during period


2,689



3,695Aggregate changes in pre-existing liabilities due to claims
    developments


1,756



31Settlements made during the period (in cash or in kind)


(4,964
)


(4,121
)Product warranty and recall at end of period

$
5,306


$
5,825   Product
    Development Expenses
    Share-Based
    Compensation
  Accounting for
    Stock-Based Compensation Accounting for
    Stock-Based Compensation  Transition and
    Disclosure  an amendment of SFAS 123
  Share-Based
    Payment,
   41




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Financial
    Instruments and Derivative Financial Instruments
    Common
    Shares Held in Treasury
    Accounting
    Estimates
    Net
    Income Per Share
  Earnings Per Share
  For the Fiscal Years EndedDecember 31,2007


2006


2005Basic weighted-average shares outstanding


23,132,814



22,866,015



22,709,113Effect of dilutive securities


415,669



195,870



65,861Diluted weighted-average shares outstanding


23,548,483



23,061,885



22,774,974      42




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Comprehensive
    Income (Loss)
  Reporting Comprehensive Income
    Pension and


Unrealized





AccumulatedCurrency


Postretirement


Loss (Gain) on


Unrealized


OtherTranslation


Liability


Marketable


Gain on


ComprehensiveAdjustments


Adjustments


Securities


Derivatives


Income (Loss)Balance, January 1, 2005

$
7,143


$
(3,488
)

$
(69
)

$



$
3,586Current year change


(4,643
)


396



89







(4,158
)Balance, December 31, 2005


2,500



(3,092
)


20







(572
)Current year change


6,025



1,625



(84
)






7,566Balance, December 31, 2006


8,525



(1,467
)


(64
)






6,994Current year change


6,043



983



44



(37
)


7,033Balance, December 31, 2007

$
14,568


$
(484
)

$
(20
)

$
(37
)

$
14,027  43




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Before Tax


Benefit/


After-TaxAmount


(Provision)


Amount2005Foreign currency translation adjustments

$
(4,643
)

$



$
(4,643
)Pension liability adjustments


566



(170
)


396Unrealized loss on marketable securities


137



(48
)


89Other comprehensive loss

$
(3,940
)

$
(218
)

$
(4,158
)2006Foreign currency translation adjustments

$
6,025


$



$
6,025Pension liability adjustments


1,625







1,625Unrealized gain on marketable securities


(129
)


45



(84
)Other comprehensive income

$
7,521


$
45


$
7,5662007Foreign currency translation adjustments

$
6,043


$



$
6,043Pension and postretirement liability adjustments


983







983Unrealized loss on marketable securities


68



(24
)


44Unrealized gain on derivatives


(57
)


20



(37
)Other comprehensive income

$
7,037


$
(4
)

$
7,033     Impairment
    of Assets
    Deferred
    Finance Costs
    Recently
    Issued Accounting Standards
    Fair Value Measurements ,
 44




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
  :
  Accounting for Uncertainty in Income Taxes  An
    Interpretation of FASB Statement No. 109 Accounting for Income Taxes
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
  Definition of Settlement in FASB
    Interpretation No. 48 FIN 48-1). FIN 48-1 FIN 48-1
 45




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115
  Reclassifications
    3.
    Investments  PST Eletrônica S.A.
  PST Eletrônica S.A.
    December 31,2007


2006Cash and cash equivalents

$
7,124


$
4,785Accounts receivable, net


12,306



11,609Inventories, net


20,114



10,602Property, plant and equipment, net


16,865



9,868Other assets


5,331



3,191Total Assets

$
61,740


$
40,055Current liabilities

$
25,569


$
15,854Long-term liabilities


3,957



2,791Equity of:Stoneridge


16,107



10,705Others


16,107



10,705Total Liabilities and Equity

$
61,740


$
40,055     46




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  For the Fiscal Years EndedDecember 31,2007


2006


2005Net sales

$
133,039


$
94,097


$
70,819Cost of goods sold

$
61,575


$
47,451


$
38,700Total pretax income

$
25,152


$
17,939


$
10,956The Companys share of pretax income

$
12,576


$
8,970


$
5,478     Minda
    Stoneridge Instruments Ltd.
    4.
    Long-Term
    Debt  Senior
    Notes
    Credit
    Facility
   47




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  5.
    Income
    Taxes    For the Fiscal Years EndedDecember 31,2007


2006


2005Income (loss) before income taxes:Domestic

$
9,186


$
6,581


$
4,441Foreign


14,038



13,058



(5
)Total income before income taxes

$
23,224


$
19,639


$
4,436Provision (benefit) for income taxes:Current:Federal

$
(55
)

$
(807
)

$
291State and foreign


2,785



3,176



2,397Total current provision


2,730



2,369



2,688Deferred:Federal


3,450



2,175



(1,368
)State and foreign


373



582



2,183Total deferred provision


3,823



2,757



815Total provision for income taxes

$
6,553


$
5,126


$
3,503     For the Fiscal Years EndedDecember 31,2007


2006


2005Statutory U.S. federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal tax benefit


(1.0
)


0.8



(7.0
)Tax credits


(4.0
)


(5.6
)


(24.6
)Tax benefit for export sales






(1.4
)


(9.5
)Foreign rate differential


(10.9
)


(8.9
)


(23.0
)Increase of income tax accruals


(2.4
)


(4.5
)


(10.3
)Foreign deemed dividends, net of foreign tax credits


1.8



4.5



17.9Reduction (increase) of deferred taxes


1.3







(22.6
)Foreign valuation allowances


7.4



4.1



120.3Other


1.0



2.1



2.8Effective income tax rate


28.2
%


26.1
%


79.0
%    48




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
      2007


2006Deferred tax assets:Inventories

$
2,028


$
2,002Employee benefits


1,942



2,353Insurance


1,029



1,314Depreciation and amortization


28,244



36,326Net operating loss carryforwards


17,430



19,025General business credit carryforwards


6,670



8,273Reserves not currently deductible


8,814



6,896Gross deferred tax assets


66,157



76,189Less: Valuation allowance


(16,020
)


(17,380
)Deferred tax assets less valuation allowance


50,137



58,809Deferred tax liabilities:Depreciation and amortization


(5,404
)


(10,454
)Other


(8,541
)


(3,944
)Gross deferred tax liabilities


(13,945
)


(14,398
)Net deferred tax asset

$
36,192


$
44,411        49




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  FIN 48,
    Accounting for Uncertainty in Income Taxes  An
    Interpretation of FASB Statement No. 109
  Accounting for Income Taxes
    2007Balance at January 1, 2007

$
4,731Tax positions related to the current year:Additions


357Reductions


Tax positions related to the prior years:Additions


272Reductions


(655
)Settlements


Expiration of statutes of limitation


(87
)Balance at December 31, 2007

$
4,618          50




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Jurisdiction

Open Tax YearsU.S. Federal


2004-2007France


2003-2007Mexico


2002-2007Spain


2003-2007Sweden


2002-2007United Kingdom


2003-2007     6.
    Operating
    Lease Commitments          Third


RelatedParty


Party2008

$
5,289


$
3422009


4,148



3422010


2,338



2011


1,626



2012


1,605



Thereafter


6,082



Total

$
21,088


$
684   7.
    Share-Based
    Compensation Plans   51




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
             52




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  Options
    Weighted-Weighted-


AverageAverage


RemainingShare


Exercise


ContractualOptions


Price


TermOutstanding at December 31, 2006


623,000


$
11.89Expired


(170,750
)


16.98Exercised


(163,500
)


8.92Outstanding and Exercisable at December 31, 2007


288,750



10.57



4.48         Restricted
    Shares
     53




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Performance-BasedTime-Based Awards


AwardsWeighted-





Weighted-Average





AverageGrant-Date





Grant-DateNon-vested Restricted Common Shares

Shares


Fair Value


Shares


Fair ValueNon-vested at December 31, 2006


468,392


$
8.47



396,825


$
8.34Granted


234,700



12.00



212,850



12.03Vested


(138,402
)


9.12







Forfeited


(60,866
)


9.91



(119,625
)


9.01Non-vested at December 31, 2007


503,824



9.76



490,050



9.78         8.
    Employee
    Benefit Plans     54




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    Pension


PostretirementBenefit Plan


Benefit Plan2007


2006


2007


2006Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
22,681


$
19,988


$
508


$
1,702Service cost


140



92







40Interest cost


1,180



994



25



67Actuarial gain


(1,281
)


(515
)


(33
)


(239
)Benefits paid


(820
)


(663
)


(53
)


(80
)Settlement














(982
)Translation adjustments


401



2,785







Projected benefit obligation at end of year

$
22,301


$
22,681


$
447


$
508Change in plan assets:Fair value of plan assets at beginning of year

$
20,056


$
15,898


$



$
Actual return on plan assets


1,100



2,209







Employer contributions


260



276



53



387Benefits paid


(820
)


(663
)


(53
)


(80
)Settlement














(307
)Translation adjustments


350



2,336







Fair value of plan assets at end of year

$
20,946


$
20,056


$



$
Accumulated benefit obligation at end of year

$
22,301


$
22,681


$
447


$
508Funded status at end of year


(1,355
)


(2,625
)


(447
)


(508
)Amounts recognized in the consolidated balancesheet consist of:Accrued liabilities


(1,355
)


(2,625
)


(447
)


(508
)     55




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  Pension


PostretirementBenefit Plan


Benefit Plan2007


2006


2007


2006Weighted average assumptions used to determine benefit
    obligation at December 31:Discount rate


5.80
%


5.15
%


5.88
%


5.80
%Rate of increase to compensation levels


N/A



N/A



N/A



N/ARate of increase to pensions in payment


3.30
%


3.00
%


N/A



N/ARate of future price inflation


3.20
%


2.90
%


N/A



N/AInitial health care cost trend rate


N/A



N/A



10.00
%


11.00
%Ultimate health care cost trend rate


N/A



N/A



6.00
%


6.00
%Year that the ultimate trend rate is reached


N/A



N/A



2015



2011Measurement date


12/31/07



12/31/06



12/31/07



12/31/06Weighted average assumptions used todetermine net periodic benefit cost for theyears ended December 31:Discount rate


5.15
%


4.75
%


5.80
%


5.50
%Expected long-term return on plan assets


7.00
%


6.40
%


N/A



N/ARate of increase to compensation levels


N/A



N/A



N/A



2.50
%Rate of increase to pensions in payment


3.00
%


3.00
%


N/A



N/ARate of future price inflation


2.90
%


2.75
%


N/A



N/AInitial health care cost trend rate


N/A



N/A



10.00
%


11.00
%Ultimate health care cost trend rate


N/A



N/A



6.00
%


6.00
%Year that the ultimate trend rate is reached


N/A



N/A



2015



2011Measurement date


12/31/07



12/31/06



12/31/06



12/31/05   Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(
  Pension


PostretirementBenefit Plan


Benefit Plan2007


2007Other changes in plan assets and benefit obligations recognized
    in other comprehensive income:Net actuarial (gain) loss

$
(1,120
)

$
28Amortization of actuarial loss


(80
)


Total recognized in other comprehensive income

$
(1,200
)

$
28Total recognized in net periodic pension cost and other
    comprehensive income

$
(1,220
)

$
53  56




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
        Pension Benefit Plan


Postretirement Benefit PlanFor the Fiscal Years


For the Fiscal YearsEnded December 31,


Ended December 31,2007


2006


2005


2007


2006


2005Service cost

$
140


$
92


$
73


$



$
40


$
114Interest cost


1,180



994



981



25



67



112Settlement gain


















(1,242
)


Expected return on plan assets


(1,420
)


(1,086
)


(999
)










Amortization of actuarial loss (gain)


80



258



291







(17
)


Net periodic (benefit) cost

$
(20
)

$
258


$
346


$
25


$
(1,152
)

$
226       2007


2006Asset Category:Equity securities


74
%


81
%Debt securities


25



18Other


1



1Total


100
%


100
%     Asset Category:Equity securities


75
%Debt securities


25
%    57




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
      Pension


PostretirementBenefit Plan


Benefit Plan2008

$
757


$
542009


817



542010


857



532011


897



512012


937



492013 to 2017


5,281



198   9.
    Fair
    Value of Financial Instruments  Financial
    Instruments
    Derivative
    Instruments and Hedging Activities
       58




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
      10.
    Commitments
    and Contingencies    11.
    Related
    Party Transactions  Relationship with Counsel.
  Hunters Square.
  Industrial Development Associates LP
    (IDA).
     59




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  12.
    Restructuring        Contract


OtherSeverance


Termination


AssociatedCosts


Costs


Costs


TotalTotal expected restructuring charges

$
3,454


$
978


$
5,582


$
10,014Fourth quarter 2007 charge to expense

$
468


$



$
103


$
571Cash payments










(103
)


(103
)Balance at December 31, 2007

$
468


$



$



$
468Remaining expected restructuring charge

$
2,986


$
978


$
5,479


$
9,443    OtherSeverance


Fixed-Asset


AssociatedCosts


Costs


Costs


TotalTotal expected restructuring charges

$
1,687


$
296


$
5,362


$
7,345Fourth quarter 2007 charge to expense

$
357


$



$
99


$
456Balance at December 31, 2007

$
357


$



$
99


$
456Remaining expected restructuring charge

$
1,330


$
296


$
5,263


$
6,889   fixed-asset
  13.
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information,
 60




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
         For the Fiscal Years EndedDecember 31,2007


2006


2005Net SalesElectronics

$
441,717


$
442,427


$
384,943Intersegment sales


16,955



14,505



16,720Electronics net sales


458,672



456,932



401,663Control Devices


285,403



266,272



286,641Intersegment sales


4,576



5,671



4,793Control Devices net sales


289,979



271,943



291,434Eliminations


(21,531
)


(20,176
)


(21,513
)Total consolidated net sales

$
727,120


$
708,699


$
671,584Income (Loss) Before Income TaxesElectronics

$
20,692


$
20,882


$
(216
)Control Devices


15,825



13,987



19,429Other corporate activities


8,676



6,392



8,217Corporate interest expense


(21,969
)


(21,622
)


(22,994
)Total consolidated income before income taxes

$
23,224


$
19,639


$
4,436Depreciation and AmortizationElectronics

$
13,392


$
10,564


$
10,807Control Devices


14,823



15,191



14,965Corporate activities


288



425



385Total consolidated depreciation and amortization(A)

$
28,503


$
26,180


$
26,157   (A)
    
    The amounts represent depreciation and amortization on fixed and
    certain intangible assets. 61




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  For the Fiscal Years EndedDecember 31,2007


2006


2005Interest Expense (Income)Electronics

$
(203
)

$
130


$
879Control Devices


(7
)


(8
)


(1
)Corporate activities


21,969



21,622



22,994Total consolidated interest expense

$
21,759


$
21,744


$
23,872Capital ExpendituresElectronics

$
8,777


$
13,522


$
12,254Control Devices


8,699



12,191



16,558Corporate activities


665



182



122Total consolidated capital expenditures

$
18,141


$
25,895


$
28,934   December 31,2007


2006


2005Total AssetsElectronics

$
218,655


$
213,715


$
187,058Control Devices


180,785



187,004



194,723Corporate(B)


282,695



266,117



248,633Eliminations


(154,366
)


(165,029
)


(167,376
)Total consolidated assets

$
527,769


$
501,807


$
463,038     (B)
    
    Assets located at Corporate consist primarily of cash, fixed
    assets, deferred taxes and equity investments.    For the Fiscal Years EndedDecember 31,2007


2006


2005Net SalesNorth America

$
522,730


$
541,479


$
532,523Europe and other


204,390



167,220



139,061Total consolidated net sales

$
727,120


$
708,699


$
671,584   December 31,2007


2006


2005Non-Current AssetsNorth America

$
204,556


$
215,429


$
218,784Europe and other


21,854



32,346



25,574Total non-current assets

$
226,410


$
247,775


$
244,358  62




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  14.
    Guarantor
    Financial Information  non-U.S. subsidiaries
      December 31, 2007Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$
48,705


$
255


$
46,964


$



$
95,924Accounts receivable, net


53,456



26,798



42,034







122,288Inventories, net


25,472



12,637



19,283







57,392Prepaid expenses and other


(293,632
)


294,298



15,260







15,926Deferred income taxes


3,152



4,591



2,086







9,829Total current assets


(162,847
)


338,579



125,627







301,359Long-Term Assets:Property, plant and equipment, net


48,294



25,632



18,826







92,752Other Assets:Goodwill


44,585



20,591











65,176Investments and other, net


38,783



331



340







39,454Deferred income taxes


33,169



(2,843
)


(1,298
)






29,028Investment in subsidiaries


438,271











(438,271
)


Total long-term assets


603,102



43,711



17,868



(438,271
)


226,410Total Assets

$
440,255


$
382,290


$
143,495


$
(438,271
)

$
527,769LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
20,924


$
19,533


$
28,916


$



$
69,373Accrued expenses and other


12,546



9,198



25,454







47,198Total current liabilities


33,470



28,731



54,370







116,571Long-Term Liabilities:Long-term debt


200,000















200,000Deferred income taxes










2,665







2,665Other liabilities


596



393



1,355







2,344Total long-term liabilities


200,596



393



4,020







205,009Shareholders Equity


206,189



353,166



85,105



(438,271
)


206,189Total Liabilities and Shareholders Equity

$
440,255


$
382,290


$
143,495


$
(438,271
)

$
527,769   63




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    December 31, 2006Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$
28,937


$
12


$
36,933


$



$
65,882Accounts receivable, net


48,187



28,376



30,422







106,985Inventories, net


26,173



12,502



19,846







58,521Prepaid expenses and other


(273,206
)


275,577



11,077







13,448Deferred income taxes


3,724



4,379



1,093







9,196Total current assets


(166,185
)


320,846



99,371







254,032Long-Term Assets:Property, plant and equipment, net


61,320



31,643



21,623







114,586Other Assets:Goodwill


44,585



20,591











65,176Investments and other, net


30,874



131



170



(300
)


30,875Deferred income taxes


40,713



(3,341
)


(234
)






37,138Investment in subsidiaries


411,366











(411,366
)


Total long-term assets


588,858



49,024



21,559



(411,666
)


247,775Total Assets

$
422,673


$
369,870


$
120,930


$
(411,666
)

$
501,807LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
26,690


$
19,044


$
26,759


$



$
72,493Accrued expenses and other


17,291



7,314



21,019







45,624Total current liabilities


43,981



26,358



47,778







118,117Long-Term Liabilities:Long-term debt


200,000







300



(300
)


200,000Deferred income taxes










1,923







1,923Other liabilities


70



450



2,625







3,145Total long-term liabilities


200,070



450



4,848



(300
)


205,068Shareholders Equity


178,622



343,062



68,304



(411,366
)


178,622Total Liabilities and Shareholders Equity

$
422,673


$
369,870


$
120,930


$
(411,666
)

$
501,807   64




---



##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    For the Fiscal Year Ended December 31, 2007Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$
345,212


$
205,384


$
256,357


$
(79,833
)

$
727,120Costs and Expenses:Cost of goods sold


286,419



160,501



189,624



(77,147
)


559,397Selling, general and administrative


55,050



31,543



49,801



(2,686
)


133,708Gain on sale of property, plant and equipment, net


(392
)


(1,318
)










(1,710
)Restructuring charges


458







468







926Operating Income


3,677



14,658



16,464







34,799Interest expense (income), net


23,058







(1,299
)






21,759Other (income) loss, net


(10,545
)






361







(10,184
)Equity earnings from subsidiaries


(28,673
)










28,673



Income Before Income Taxes


19,837



14,658



17,402



(28,673
)


23,224Provision for income taxes


3,166



17



3,370







6,553Net Income

$
16,671


$
14,641


$
14,032


$
(28,673
)

$
16,671   For the Fiscal Year Ended December 31, 2006Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$
352,050


$
223,332


$
219,870


$
(86,553
)

$
708,699Costs and Expenses:Cost of goods sold


304,042



167,707



161,870



(83,826
)


549,793Selling, general and administrative


51,493



34,877



40,895



(2,727
)


124,538(Gain) Loss on sale of property, plant and equipment, net


(1,312
)


4



5







(1,303
)Restructuring charges


368



224



16







608Operating Income (Loss)


(2,541
)


20,520



17,084







35,063Interest expense (income), net


22,366







(622
)






21,744Other (income) loss, net


(7,919
)


(291
)


1,890







(6,320
)Equity earnings from subsidiaries


(32,998
)










32,998



Income Before Income Taxes


16,010



20,811



15,816



(32,998
)


19,639Provision for income taxes


1,497



15



3,614







5,126Net Income

$
14,513


$
20,796


$
12,202


$
(32,998
)

$
14,513   65




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    For the Fiscal Year Ended December 31, 2005Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$
332,173


$
228,975


$
183,596


$
(73,160
)

$
671,584Costs and Expenses:Cost of goods sold


285,332



166,796



141,894



(71,026
)


522,996Selling, general and administrative


52,746



32,758



37,177



(2,134
)


120,547(Gain) Loss on sale of property, plant and equipment, net


63







(423
)






(360
)Restructuring charges


247



833



4,018







5,098Operating Income (Loss)


(6,215
)


28,588



930







23,303Interest expense (income), net


23,751



(1
)


122







23,872Other (income) expense, net


(5,410
)






405







(5,005
)Equity earnings from subsidiaries


(24,306
)










24,306



Income (Loss) Before Income Taxes


(250
)


28,589



403



(24,306
)


4,436Provision (Benefit) for income taxes


(1,183
)


28



4,658







3,503Net Income (Loss)

$
933


$
28,561


$
(4,255
)

$
(24,306
)

$
933   66




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    For the Fiscal Year Ended December 31, 2007Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by (used for) operating activities

$
20,239


$
(505
)

$
14,091


$
(300
)

$
33,525INVESTING ACTIVITIES:Capital expenditures


(9,034
)


(3,895
)


(5,212
)






(18,141
)Proceeds from sale of fixed assets


7,663



4,643



9







12,315Business acquisitions and other


















Net cash (used for) provided by investing activities


(1,371
)


748



(5,203
)






(5,826
)FINANCING ACTIVITIES:Borrowings (repayments) of long-term debt










(300
)


300



Share-based compensation activity, net


2,119















2,119Other financing costs


(1,219
)














(1,219
)Net cash provided by (used for) financing activities


900







(300
)


300



900Effect of exchange rate changes on cash and cash equivalents










1,443







1,443Net change in cash and cash equivalents


19,768



243



10,031







30,042Cash and cash equivalents at beginning of period


28,937



12



36,933







65,882Cash and cash equivalents at end of period

$
48,705


$
255


$
46,964


$



$
95,924   For the Fiscal Year Ended December 31, 2006Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by (used for) operating activities

$
10,415


$
5,603


$
42,241


$
(11,719
)

$
46,540INVESTING ACTIVITIES:Capital expenditures


(12,412
)


(5,619
)


(7,864
)






(25,895
)Proceeds from sale of fixed assets


2,266















2,266Proceeds from sale of partnership interest


1,153















1,153Business acquisitions and other


(1,476
)


245



(6
)


(896
)


(2,133
)Net cash used for investing activities


(10,469
)


(5,374
)


(7,870
)


(896
)


(24,609
)FINANCING ACTIVITIES:Borrowings (repayments) of long-term debt


2,426







(14,189
)


11,719



(44
)Share-based compensation activity, net


1,337







(1,036
)






301Shareholder Distributions


10,854







(10,854
)






Other financing costs


6,620



(264
)


(7,402
)


896



(150
)Net cash provided by (used for) financing activities


21,237



(264
)


(33,481
)


12,615



107Effect of exchange rate changes on cash and cash equivalents










3,060







3,060Net change in cash and cash equivalents


21,183



(35
)


3,950







25,098Cash and cash equivalents at beginning of period


7,754



47



32,983







40,784Cash and cash equivalents at end of period

$
28,937


$
12


$
36,933


$



$
65,882   67




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
    For the Fiscal Year Ended December 31, 2005Guarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by (used for) operating activities

$
3,280


$
9,013


$
(1,816
)

$
8,584


$
19,061INVESTING ACTIVITIES:Capital expenditures


(14,608
)


(8,992
)


(5,334
)






(28,934
)Proceeds from sale of fixed assets










1,664







1,664Business acquisitions and other


(1,041
)


(52
)






811



(282
)Net cash used for investing activities


(15,649
)


(9,044
)


(3,670
)


811



(27,552
)FINANCING ACTIVITIES:Borrowings (repayments) of long-term debt










8,466



(8,584
)


(118
)Share-based compensation activity, net


1



61







(61
)


1Other financing costs


(241
)






750



(750
)


(241
)Net cash (used for) provided by financing activities


(240
)


61



9,216



(9,395
)


(358
)Effect of exchange rate changes on cash and cash equivalents










(2,699
)






(2,699
)Net change in cash and cash equivalents


(12,609
)


30



1,031







(11,548
)Cash and cash equivalents at beginning of period


20,363



17



31,952







52,332Cash and cash equivalents at end of period

$
7,754


$
47


$
32,983


$



$
40,784  68




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (in
    thousands, except share and per share data, unless otherwise
    indicated)
  15.
    Unaudited
    Quarterly Financial Data    Quarter EndedDec. 31


Sept. 30


Jun. 30


Mar. 31(In millions, except per share data)2007Net sales

$
185.5


$
172.8


$
183.8


$
185.0Gross profit


48.1



37.9



38.9



42.8Operating income


13.0



5.2



6.9



9.7Net income


6.5



2.6



2.7



4.9Earnings per share:Basic(A)

$
0.28


$
0.11


$
0.12


$
0.21Diluted(A)

$
0.28


$
0.11


$
0.11


$
0.21   Quarter EndedDec. 31


Sept. 30


Jul. 1


Apr. 12006Net sales

$
171.2


$
172.4


$
185.5


$
179.6Gross profit


36.0



38.2



44.0



40.7Operating income


2.8



9.1



12.8



10.4Net income


1.5



4.4



4.9



3.8Earnings per share:Basic(A)

$
0.06


$
0.19


$
0.21


$
0.17Diluted(A)

$
0.06


$
0.19


$
0.21


$
0.16     (A)
    
    Earnings per share for the year may not equal the sum of the
    four historical quarters earnings per share due to changes in
    basic and diluted shares outstanding. 69




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##### Table of Contents



STONERIDGE,
    INC. AND SUBSIDIARIES
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
    (in thousands) Balance at


Charged to





Balance atBeginning


Costs and





End ofof Period


Expenses


Write-offs


PeriodAccounts receivable reserves:Fiscal year ended December 31, 2005

$
3,891


$
2,559


$
(1,888
)

$
4,562Fiscal year ended December 31, 2006


4,562



1,877



(1,196
)


5,243Fiscal year ended December 31, 2007


5,243



905



(1,412
)


4,736   Exchange rateBalance at


Net additions


fluctuations


Balance atBeginning


charged to


and other


End ofof Period


income


items


PeriodValuation allowance for deferred tax assets:Fiscal year ended December 31, 2005

$
12,116


$
5,676


$
380


$
18,172Fiscal year ended December 31, 2006


18,172



795



(1,587
)


17,380Fiscal year ended December 31, 2007


17,380



(1,104
)


(256
)


16,020  70




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
    Changes
    in Internal Control Over Financial Reporting
    Managements
    Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f). Internal
    Control-Integrated Framework Internal Control-Integrated
    Framework
     71




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board
    of Directors and Shareholders of Stoneridge, Inc. and
    Subsidiaries
              Ernst &
    Young LLP
    72




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION.    PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K
    Number of





Number ofsecurities to be





securitiesissued upon the


Weighted-average


remaining availableexercise of


exercise price of


for future issuanceoutstanding share


outstanding share


under equityoptions


options


compensation plans (1)Equity compensation plans approved by shareholders


288,750


$
10.57



2,033,300Equity compensation plans not approved by shareholders





$




     (1)
    
    Excludes securities reflected in the first column, Number
    of securities to be issued upon the exercise of outstanding
    share options. Also excludes 953,074 restricted Common
    Shares issued and outstanding to key employees pursuant to the
    Companys Long-Term Incentive Plan and 40,800 restricted
    Common Shares issued and outstanding to directors under the
    Directors Restricted Shares Plan as of December 31,
    2007.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   73




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.  Form 10-K.
  Page inForm 10-K(1
)

Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm


32Consolidated Balance Sheets as of December 31, 2007 and
    2006


33Consolidated Statements of Operations for the Fiscal Years Ended
    December 31, 2007, 2006 and 2005


34Consolidated Statements of Cash Flows for the Fiscal Years Ended
    December 31, 2007, 2006 and 2005


35Consolidated Statements of Shareholders Equity for the
    Fiscal Years Ended December 31, 2007, 2006 and 2005


36Notes to Consolidated Financial Statements


37(2
)

Financial Statement Schedule:Schedule II  Valuation and Qualifying Accounts


70(3
)

Exhibits:See the List of Exhibits on the Index to Exhibits following the
    signature page.   (b)
    The exhibits listed on the Index to Exhibits are filed as part
    of or incorporated by reference into this report.  (c)
    Additional Financial Statement Schedules.   74




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##### Table of Contents



SIGNATURES       GEORGE
    E. STRICKLER
          Date: March 17, 2008

/s/  JOHN
    C.
    COREYJohn
    C. CoreyPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: March 17, 2008

/s/  WILLIAM
    M.
    LASKYWilliam
    M. LaskyChairman of the Board of DirectorsDate: March 17, 2008

/s/  AVERY
    S.
    COHENAvery
    S. Cohen Secretary and DirectorDate: March 17, 2008

/s/  JEFFREY
    P. DRAIMEJeffrey
    P. DraimeDirectorDate: March 17, 2008

/s/  SHELDON
    J. EPSTEINSheldon
    J. EpsteinDirectorDate: March 17, 2008

/s/  DOUGLAS
    C.
    JACOBSDouglas
    C. JacobsDirectorDate: March 17, 2008

/s/  KIM
    KORTHKim
    KorthDirectorDate: March 17, 2008

/s/  EARL
    L.
    LINEHANEarl
    L. LinehanDirector  75




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit3
.1

Second Amended and Restated Articles of Incorporation of the
    Company (incorporated by reference to Exhibit 3.1 to the
    Companys Registration Statement on
    Form S-1
    (No. 333-33285)).3
.2

Amended and Restated Code of Regulations of the Company
    (incorporated by reference to Exhibit 3.2 to the
    Companys Registration Statement on
    Form S-1
    (No. 333-33285)).4
.1

Common Share Certificate (incorporated by reference to
    Exhibit 4.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1997).4
.2

Indenture dated as of May 1, 2002 among Stoneridge, Inc. as
    Issuer, Stoneridge Control Devices, Inc. and Stoneridge
    Electronics, Inc., as Guarantors, and Fifth Third Bank, as
    trustee (incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    filed on May 7, 2002).10
.1

Lease Agreement between Stoneridge, Inc. and Hunters Square,
    Inc., with respect to the Companys division headquarters
    for Alphabet (incorporated by reference to Exhibit 10.4 to
    the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999).10
.2

Form of Tax Indemnification Agreement (incorporated by reference
    to Exhibit 10.10 to the Companys Registration
    Statement on
    Form S-1
    (No. 333-33285)).10
.11

Director Shares Option Plan (incorporated by reference to
    Exhibit 4 of the Companys Registration Statement on
    Form S-8
    (No. 333-96953)).10
.12

Form of Long-Term Incentive Plan Share Option Agreement
    (incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004).10
.13

Form of Directors Share Option Plan Share Option Agreement
    (incorporated by reference to Exhibit 10.17 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004).10
.14

Form of Long-Term Incentive Plan Restricted Shares Grant
    Agreement (incorporated by reference to Exhibit 10.18 to
    the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004).10
.15

Directors Restricted Shares Plan (incorporated by
    reference to Exhibit 4.3 of the Companys Registration
    Statement on
    Form S-8
    (No. 333-127017)).10
.16

Form of Directors Restricted Shares Plan Agreement,
    (incorporated by reference to Exhibit 10.22 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005).10
.17

Form of Long-Term Incentive Plan Restricted Shares Grant
    Agreement including Performance and Time-Based Restricted Shares
    (incorporated by reference to Exhibit 10.23 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005).10
.18

Amendment to Restricted Shares Grant Agreement (incorporated by
    reference to Exhibit 10.24 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005).10
.19

Employment Agreement between the Company and John C. Corey
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 10-Q
    filed on May 8, 2006).10
.20

Amended and Restated Long-Term Incentive Plan (incorporated by
    reference to Exhibit 99.1 to the Companys Current
    Report on
    Form 8-K
    filed on April 28, 2006).10
.21

Outside Directors Deferred Compensation Plan (incorporated
    by reference to Exhibit 99.1 to the Companys Current
    Report on
    Form 8-K
    filed on July 26, 2006).10
.22

Employees Deferred Compensation Plan (incorporated by
    reference to Exhibit 99.2 to the Companys Current
    Report on
    Form 8-K
    filed on July 26, 2006).10
.23

Form of 2006 Restricted Shares Grant Agreement (incorporated by
    reference to Exhibit 99.3 to the Companys Current
    Report on
    Form 8-K
    filed on July 26, 2006).10
.24

Form of 2006 Directors Restricted Shares Grant
    Agreement (incorporated by reference to Exhibit 99.4 to the
    Companys Current Report on
    Form 8-K
    filed on July 26, 2006).10
.25

Annual Incentive Plan approved by Companys Board of
    Directors (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on November 2, 2006).10
.26

Partnership Interest Purchase Agreement for the Sale of
    Companys partnership interest in Industrial Development
    Associates Limited, dated December 29, 2006, (incorporated
    by reference to Exhibit 10.31 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006). 76




---



##### Table of Contents



ExhibitNumber

Exhibit10
.27

Severance and Consulting Agreement for Edward F. Mosel, dated
    February 28, 2006 (incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    filed on May 25, 2007).10
.28

Annual Incentive Plan approved by Companys Board of
    Directors (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on August 9, 2007).10
.29

Credit Agreement dated as of November 2, 2007 among
    Stoneridge, Inc., as Borrower, the Lending Institutions Named
    Therein, as Lenders, National City Business Credit, Inc., as
    Administrative Agent and Collateral Agent, and National City
    Bank, as Lead Arranger and Issuer (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on November 8, 2007).10
.30

Amended and Restated Change in Control Agreement (incorporated
    by reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on December 21, 2007).14
.1

Code of Ethics for Senior Financial Officers (incorporated by
    reference to Exhibit 14.1 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2003).21
.1

Principal Subsidiaries and Affiliates of the Company, filed
    herewith.23
.1

Consent of Independent Registered Public Accounting Firm, filed
    herewith.23
.2

Consent of Independent Registered Public Accounting Firm, filed
    herewith.31
.1

Chief Executive Officer certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.31
.2

Chief Financial Officer certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.1

Chief Executive Officer certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, filed herewith.32
.2

Chief Financial Officer certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, filed herewith.99
.1

Financial Statements of PST Eletrônica S.A., filed
    herewith.  77