Standard Motor Products, Inc. (SMP, NYSE)
Industry: Consumer Cyclical / Auto Parts
Annual report, fiscal year 2018


## SMP ANNUAL REPORT 2018



STANDARD MOTOR PRODUCTS, INC.






## EXECUTIVE OFFICES

Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101

## ENGINE MANAGEMENT DIVISION

Offices:

• Long Island City, NY

## Manufacturing and Distribution Centers:

• Fort Lauderdale, FL • Greenville, SC
• Mishawaka, IN • Disputanta, VA
• Edwardsville, KS • Reynosa, Mexico
• Independence, KS • Bialystok, Poland

## TEMPERATURE CONTROL DIVISION

Offices:

• Lewisville, TX

## Manufacturing and Distribution Centers:

• Lewisville, TX

• St. Thomas, Canada

• Reynosa, Mexico

## CANADA SUBSIDIARY

SMP Motor Products Ltd.

Mississauga, Ontario, Canada

## HONG KONG SUBSIDIARY

Standard Motor Products

(Hong Kong) Limited

Hong Kong, China

## MEXICO SUBSIDIARIES

Standard Motor Products de Mexico,

S. de R.L. de C.V.

Reynosa, Mexico

SMP Engine Management de Mexico,

S. de R.L. de C.V.

Reynosa, Mexico

SMP Four Seasons de Mexico,

S. de R.L. de C.V.

Reynosa, Mexico

SMP Automotive de Mexico,

S.A. de C.V.

Cuernavaca, Mexico

## POLAND SUBSIDIARY

SMP Poland sp. z o.o.

Bialystok, Poland

## CHINA JOINT VENTURES

Foshan GWOYNG SMP Vehicle Climate

Control & Cooling Products Co. Ltd.

Foshan, China

Foshan FGD SMP Automotive

Compressor Co., Ltd.

Foshan, China

## REGISTRAR AND TRANSFER AGENT

Computershare Investor Services
462 South 4th Street, Suite 1600
Louisville, KY 40233-5000

## INDEPENDENT AUDITORS

KPMG LLP

345 Park Avenue

New York, NY 10154

## COMMON STOCK

Standard Motor Products, Inc.'s Common Stock is listed on the New York Stock Exchange under the symbol "SMP"














## YEAR ENDED DECEMBER 31,

<table><tr><td></td><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Net Sales</td><td>$ 1,092,051</td><td>$ 1,116,143</td><td>$ 1,058,482</td></tr><tr><td>Operating Income</td><td>81,268</td><td>97,521</td><td>98,789</td></tr><tr><td>Earnings From Continuing Operations</td><td>56,854</td><td>43,630</td><td>62,412</td></tr><tr><td>Net Earnings</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td></tr><tr><td>PER SHARE:</td><td></td><td></td><td></td></tr><tr><td>Earnings From Continuing Operations - Diluted</td><td>$ 2.48</td><td>$ 1.88</td><td>$ 2.70</td></tr><tr><td>Net Earnings - Diluted</td><td>1.88</td><td>1.64</td><td>2.62</td></tr><tr><td>Dividends</td><td>0.84</td><td>0.76</td><td>0.68</td></tr><tr><td>Stock Price at Year End</td><td>$ 48.43</td><td>$ 44.91</td><td>$ 53.22</td></tr><tr><td>Average Number of Common and Dilutive Shares</td><td>22,931,723</td><td>23,198,392</td><td>23,082,578</td></tr><tr><td>Assets</td><td>$ 843,132</td><td>$ 787,567</td><td>$ 768,697</td></tr><tr><td>Stockholders&#x27; Equity</td><td>$ 467,201</td><td>$ 453,654</td><td>$ 441,028</td></tr><tr><td>Total Debt to Capitalization</td><td>9.5%</td><td>12%</td><td>11.1%</td></tr></table>

(Dollars in thousands, except per share amounts)

## ABOUT THE COMPANY

Standard Motor Products, Inc. is a leading independent manufacturer and distributor of premium replacement parts for the engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment market. We are organized into two operating segments. Each segment focuses on providing our customers with full-line coverage of premium automotive products, and a full suite of complimentary services that are tailored to our customers' business needs and driving end-user demand for our products. Our Engine Management Segment manufactures and distributes a full line of critical components for the ignition, electrical, emissions, fuel and safety-related systems of motor vehicles. Our Temperature Control Segment manufactures and distributes a full line of critical components for the temperature control (air conditioning and heating) systems, engine cooling systems, power window accessories and windshield washer systems of motor vehicles. We sell our products primarily to automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Mexico, Europe, Asia and other Latin American countries. We employ approximately 4,400 people in North America, Europe and Asia.



# TO OUR SHAREHOLDERS,



LAWRENCE I. SILLS
Executive Chairman of the
Board of Directors



ERIC P. SILLS
Director, Chief Executive
Officer and President



JAMES J. BURKE
Chief Operating Officer
and Chief Financial Officer



DALE BURKS
Executive Vice President and
Chief Commercial Officer

2018 was a challenging year, as both sales and earnings, excluding non-operational gains and losses, were below 2017. However, the shortfall was primarily the result of one-time events, which are mostly behind us, and we are optimistic looking forward into 2019.

Engine Management sales, excluding wire and cable, ended the year slightly below 2017. However, this was entirely the result of a few large customer pipeline orders in 2017 that were not repeated in 2018. More significantly, our customers reported sales increases in our Engine Management line in the 3-4% range, and this is a positive indicator for 2019.

Wire and cable is a different story. It is an older technology and is in slow decline. However, as you may recall, in 2016 we acquired the North American automotive ignition wire business of General Cable, which effectively doubled our business. The integration of the two divisions is nearly complete, and so even though this is a declining business, it will be a very healthy one.

Our other major division, Temperature Control, has its own unique characteristics. The selling season is short and can vary significantly year-to-year, depending on how hot the summer is. 2016 was a very warm summer, sales were strong, and our customers ended the year with very low inventories. They ordered heavily in early 2017 to replenish their stocks in anticipation of another hot summer. Unfortunately, 2017 turned out to be cool, and customers ended the year with large inventories.

As a result, pre-season orders in 2018 were substantially below 2017. Even though 2018 turned out to be a hot summer, and our sales picked up in the second half of the year, we ended roughly flat with 2017. The positive news is that our customers reported sales increases in Temperature Control in the 6-7% range and ended the year with lower inventories. We are anticipating a healthy start in 2019.

In 2016, the Company embarked on an ambitious program to relocate several locations, with a goal of streamlining operations and reducing costs. Three major moves were planned—electronics from Orlando, Florida to Independence, Kansas; temperature control products from Grapevine, Texas to Reynosa, Mexico; and the largest move, relocating the production lines acquired from General Cable from Nogales, Mexico to our existing wire assembly plant in Reynosa.

The first two moves were completed on time and on budget, and the operations are running smoothly in their new locations. The wire assembly consolidation has taken longer and cost more than we first anticipated, the primary problem being the difficulties entailed in hiring, training and retaining 500 people in what has become a tight labor market in Reynosa. However, we began to see improvement in productivity towards the end of 2018, and are looking forward to significant gains in efficiency and cost in 2019.

As we take a broader look at our business, we have every reason to be optimistic. Industry demographics remain positive. The average age of vehicles and annual miles driven, the two biggest variables, continue to increase. We are growing and improving our manufacturing operations in Poland and China, and are beginning to penetrate the local markets there, primarily in the OE (Original Equipment) arena.

In the North American aftermarket, the heart of our business, our position has never been stronger. Our drive for continuous improvement in all areas, while seeking synergistic acquisitions, has proved successful. Our strategy of being a full-line and full-service provider of premium products continues to be very well received by our channel partners. As testimony of this, during the last 12 months alone we were awarded a host of Vendor of the Year awards by many of our customers, both large and small.

We are also pleased to be able to increase our quarterly dividend from 21 cents per share to 23 cents per share, which reflects our confidence in the long-term outlook of our Company. This represents our tenth consecutive year of dividend increases.

As previously announced, James Burke has been promoted to Chief Operating Officer, a position in which he will excel based on his wealth of industry experience and knowledge. We look forward to Jim’s continued contributions to the Company’s success.

In addition, our Director Frederick D. Sturdivant has announced his retirement from the Board of Directors at the conclusion of his term in May.



On behalf of the entire Company, we would like to thank Fred for his wise counsel, insights and contributions to the Board and to the committees on which he served. We wish him well in his retirement.

And finally, as you can see from the cover of this report, we are celebrating the 100th anniversary of our company this year. We are extremely proud of this achievement. We have survived world wars, depressions, an energy crisis and a financial crisis. We have grown from a handful of people operating a small business in New York to a world-wide company of approximately 4,400 people. During the course of these 100 years, everything about our business has changed—the products, the customers, the distribution channels, and the competitors. We have successfully navigated all this thanks to the skill, hard work, and dedication of our people, both past and present.

We anticipate equally dramatic changes in the years ahead—electric vehicles, autonomous vehicles, ride sharing and others that are yet unknown. We will be faced with challenges. But again, thanks to our people, we are confident we will surmount them and continue to succeed and grow.

We look forward to the next 100 years.

## LAWRENCE I. SILLS

Executive Chairman of the Board of Directors

## ERIC P. SILLS

Director, Chief Executive Officer and President

## JAMES J. BURKE

Chief Operating Officer and Chief Financial Officer

## DALE BURKS

Executive Vice President and Chief Commercial Officer

CONSOLIDATED NET SALES



U.S. TOTAL LIGHT VEHICLES (MILLIONS)













 \( ^{*} \) See the Reconciliation of GAAP and Non-GAAP Measures on the page facing the inside back cover of this Annual Report.



## ANNUAL STOCKHOLDERS' MEETING

The Annual Meeting of Stockholders of Standard Motor Products, Inc. will be held on:

Thursday, May 16, 2019 at 2:00 PM at the offices of Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178

A notice of this meeting, together with a proxy statement, is being mailed to all stockholders on or about April 16, 2019.



# UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)

# ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ___ to ___

Commission file number: 1-4743

# Standard Motor Products, Inc.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation or organization)

11-1362020

(I.R.S. Employer Identification No.)

37-18 Northern Blvd., Long Island City, N.Y.
(Address of principal executive offices)

11101
(Zip Code)

Registrant’s telephone number, including area code:

(718) 392-0200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $2.00 per share

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( \( §232.405 \)  of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☑

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the voting common stock based on the closing price on the New York Stock Exchange on June 30, 2018 (the last business day of registrant’s most recently completed second fiscal quarter) of $48.34 per share held by non-affiliates of the registrant was $970,447,467. For purposes of the foregoing calculation only, all directors and officers have been deemed to be affiliates, but the registrant disclaims that any of such are affiliates.

As of February 15, 2019, there were 22,434,727 outstanding shares of the registrant’s common stock, par value $2.00 per share.

## DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report is incorporated herein by reference from the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held on May 16, 2019.



## STANDARD MOTOR PRODUCTS, INC.

## INDEX

PART I. Page No.
Item 1. Business..... 3
Item 1A. Risk Factors..... 12
Item 1B. Unresolved Staff Comments..... 19
Item 2. Properties..... 20
Item 3. Legal Proceedings..... 21
Item 4. Mine Safety Disclosures..... 21
PART II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities..... 21
Item 6. Selected Financial Data..... 24
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..... 26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..... 44
Item 8. Financial Statements and Supplementary Data..... 45
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..... 92
Item 9A. Controls and Procedures..... 92
Item 9B. Other Information..... 93
PART III.
Item 10. Directors, Executive Officers and Corporate Governance..... 93
Item 11. Executive Compensation..... 93
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters..... 93
Item 13. Certain Relationships and Related Transactions..... 93
Item 14. Principal Accounting Fees and Services..... 93
PART IV.
Item 15. Exhibits, Financial Statement Schedules..... 94
Signatures..... 98



## PART I

In this Annual Report on Form 10-K, “Standard Motor Products,” “we,” “us,” “our” and the “Company” refer to Standard Motor Products, Inc. and its subsidiaries, unless the context requires otherwise. This Report, including the documents incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects,” “strategies” and similar expressions. These statements represent our expectations based on current information and assumptions and are inherently subject to risks and uncertainties. Our actual results could differ materially from those which are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, changes in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in our receivables factoring arrangements, such as changes in terms, termination of contracts and/or the impact of rising interest rates; the ability of our customers to achieve their projected sales; competitive product and pricing pressures; increases in production or material costs, including procurement costs resulting from higher tariffs, that cannot be recouped in product pricing; the performance of the aftermarket, heavy duty, industrial equipment and original equipment markets; changes in the product mix and distribution channel mix; economic and market conditions; successful integration of acquired businesses; our ability to achieve benefits from our cost savings initiatives; product liability and environmental matters (including, without limitation, those related to asbestos-related contingent liabilities and remediation costs at certain properties); as well as other risks and uncertainties, such as those described under Risk Factors, Quantitative and Qualitative Disclosures About Market Risk and those detailed herein and from time to time in the filings of the Company with the SEC. Forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. In addition, historical information should not be considered as an indicator of future performance.

## ITEM 1. BUSINESS

## Overview

We are a leading independent manufacturer and distributor of premium replacement parts for the engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment market.

We are organized into two operating segments. Each segment focuses on providing our customers with full-line coverage of premium engine management or temperature control products, and a full suite of complimentary services that are tailored to our customers' business needs and driving end-user demand for our products. We sell our products primarily to automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Mexico, Europe, Asia and other Latin American countries.

## Our Culture

Our Company was founded on the values of ethics, integrity, common decency and respect for others. These values are embodied in our Code of Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business. We believe that our commitment to our Company, our employees and the communities within which we operate has led to high employee satisfaction and low employee turnover, and our commitment to our customers, suppliers and business parties has resulted in high customer satisfaction, as evidenced by the customer awards that we routinely win, and decades-long customer relationships. We also seek ways to positively contribute to our local communities by operating our facilities with conservation in mind, holding charitable drives, and being a good neighbor.



## The Automotive Aftermarket

The automotive aftermarket industry is comprised of a large number of diverse manufacturers varying in product specialization and size. In addition to manufacturing, aftermarket companies must allocate resources towards an efficient distribution process in order to maintain the flexibility and responsiveness on which their customers depend. Aftermarket manufacturers must be efficient producers of small lot sizes, and must distribute, with rapid turnaround times, products for nearly all domestic and import vehicles on the road today.

The automotive aftermarket replacement parts business differs substantially from the OEM parts business. Unlike the OEM parts business that primarily follows trends in new car production, the automotive aftermarket replacement parts business primarily tends to follow different trends, such as:

• the number of vehicles on the road;

• the average age of vehicles on the road; and

• the total number of miles driven per year.

## Our Business Strategy

Our mission is to be the best-in-class, full-line, full-service supplier of premium engine management and temperature control products.

The key elements of our strategy are as follows:

- Maintain Our Strong Competitive Position in our Engine Management and Temperature Control Businesses. We are a leading independent manufacturer and distributor serving North America and other geographic areas in our core businesses of Engine Management and Temperature Control. We believe that our success is attributable to our emphasis on product quality, the breadth and depth of our product lines for both domestic and import vehicles, and our reputation for outstanding value-added services.

To maintain our strong competitive position, we remain committed to the following:

• providing our customers with full-line coverage of high quality engine management and temperature control products, supported by the highest level of value-added services;

• continuing to maximize our production, supply chain and distribution efficiencies;

• continuing to improve our cost position through increased global sourcing, increased manufacturing at our low-cost plants, and strategic transactions with manufacturers in low-cost regions; and

• focusing on our engineering development efforts including a focus on bringing more product manufacturing in-house.

• Provide Superior Value-Added Services and Product Availability. Our goal is to increase sales to existing and new customers by leveraging our skills in rapidly filling orders, maintaining high levels of product availability and offering a product portfolio that provides comprehensive coverage for all vehicle applications. In addition, our marketing support provides insightful customer category management, technical support and award-winning programs, and our technically skilled sales personnel provide our customers with product selection, assortment and application support, and technical training on diagnosing and repairing vehicles equipped with complex systems related to our products.



- Expand Our Product Lines. We intend to increase our sales by continuing to develop internally, or through potential acquisitions, the range of engine management and temperature control products that we offer to our customers. We are committed to investing the resources necessary to maintain and expand our technical capability to manufacture product lines that incorporate the latest technologies, including product lines relating to safety, advanced driver assistance and collision avoidance systems.

- Broaden Our Customer Base. Our goal is to increase our customer base by (a) leveraging our manufacturing capabilities to secure additional business globally with original equipment vehicle and equipment manufacturers and their service part operations, as well as our existing customer base of large retailers, program distribution groups, warehouse distributors, other manufacturers and export customers, and (b) supporting the service part operations of vehicle and equipment manufacturers with value-added services and product support for the life of the part.

- Improve Operating Efficiency and Cost Position. Our management places significant emphasis on improving our financial performance by achieving operating efficiencies and improving asset utilization, while maintaining product quality and high customer order fill rates.

We intend to continue to improve our operating efficiency and cost position by:

- increasing cost-effective vertical integration in key product lines through internal development;

- focusing on integrated supply chain management, customer collaboration and vendor managed inventory initiatives;

- evaluating additional opportunities to relocate manufacturing to our low-cost plants;

- maintaining and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain materials and products from low cost regions such as those in Asia without compromising product quality;

- enhancing company-wide programs geared toward manufacturing and distribution efficiency; and

- focusing on company-wide overhead and operating expense cost reduction programs.

- Cash Utilization. We intend to apply any excess cash flow from operations and the management of working capital primarily to reduce our outstanding indebtedness, pay dividends to our shareholders, expand our product lines by investing in new tooling and equipment, grow revenues through potential acquisitions and repurchase shares of our common stock.

## Our Products & Services

## Engine Management Segment

Our Engine Management Segment manufactures and distributes a full line of critical components for the ignition, electrical, emissions, fuel and safety-related systems of motor vehicles. Key product categories within our engine management portfolio include: electronic ignition control modules, fuel injectors, including diesel injectors and pumps (new and remanufactured), ignition wires, coils, switches, relays, EGR valves, distributor caps and rotors, various sensors primarily measuring temperature, pressure and position in numerous vehicle systems (such as camshaft and crankshaft position, fuel pressure, vehicle speed and mass airflow sensors), electronic throttle bodies, keyless entry transmitters, safety-related components, such



as anti-lock brake (ABS) sensors, tire pressure monitoring (TPMS) sensors and park assist sensors, in addition to many other engine management components.

We continuously look to expand our product offering to provide our customers with full-line coverage. We have more recently expanded our offering by adding late-model coverage for existing product categories, and new product categories in response to new and evolving vehicle technologies, including VVT solenoids and sprockets, diesel injectors, pumps and components, turbochargers, evaporation emission control system components, exhaust gas temperature sensors, active grill shutters, battery current sensors, third brake lights, and Advanced Driver Assistance Systems (ADAS) components, including blind spot detection sensors, cruise control distance sensors, lane departure sensor cameras and park assist backup cameras.

Ignition, Emission Control, Fuel & Safety Related System Products. Replacement parts for ignition, emission, fuel and safety related systems accounted for approximately $648.3 million, or 59%, of our consolidated net sales in 2018, approximately $657.3 million, or 59%, of our consolidated net sales in 2017, and approximately $616.5 million, or 58%, of our consolidated net sales in 2016.

Wire & Cable Products. Wire and cable parts accounted for approximately $155.2 million, or 14%, of our consolidated net sales in 2018, approximately $172.1 million, or 15%, of our consolidated net sales in 2017, and approximately $149 million, or 14%, of our consolidated net sales in 2016. These products include ignition (spark plug) wire sets, battery cables, pigtails, sockets and a wide range of electrical wire, terminals, connectors and tools for servicing an automobile’s electrical system.

In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation (“General Cable”). The acquisition included General Cable’s automotive ignition wire business in the United States, Canada and Mexico. For additional information regarding our integration efforts related to the acquisition, refer to the information set forth under the caption “Integration Costs” appearing in Note 5 of the Notes to Consolidated Financial Statements in Item 8 of this Report.

Computer-Controlled Technology. Nearly all new vehicles are factory-equipped with computer-controlled engine management systems that monitor and control ignition, emissions, fuel economy, transmission and many other automotive systems. The on-board computers monitor inputs from many types of sensors located throughout the vehicle, and control a myriad of valves, solenoids, coils, switches and motors to manage engine and vehicle performance. Computer-controlled engine management systems enable the engine to operate with improved fuel efficiency and reduced levels of emissions. Our sales of sensors, valves, solenoids and related parts have increased as automobile manufacturers equip their cars with more complex engine management systems.

Government mandated emissions and fuel economy regulations have been implemented throughout the United States. The Clean Air Act imposes strict emissions control test standards on existing and new vehicles, and remains the preeminent legislation in the area of vehicle emissions. As many states have implemented required inspection/maintenance tests, the Environmental Protection Agency, through its rulemaking ability, has also encouraged both manufacturers and drivers to reduce vehicle emissions. Automobiles must now comply with emissions standards from the time they were manufactured and, in most states, until the last day they are in use. This law and other government emissions laws and fuel economy regulations have had a positive impact on sales of our ignition, emissions control and fuel delivery parts since vehicles failing these laws may require repairs utilizing parts sold by us.

Safety, Driver Assistance and Collision Avoidance Systems. An increasing number of new vehicles are factory-equipped with government-mandated safety devices, such as anti-lock braking systems and air bags. As these systems mature, requiring servicing and repair, we anticipate increased sales opportunities for many of our products such as ABS sensors, TPMS sensors and traction control products. Newer automotive systems include Advanced Driver Assistance Systems and Collision Avoidance Systems to alert the driver to potential problems, or to avoid collisions by implementing safeguards. Many of these systems use on-board computers to monitor inputs from sensing devices located throughout the vehicle. As the use and complexity of these systems continue to develop and proliferate, we expect to identify and benefit from new sales opportunities within this category.



## Temperature Control Segment

Our Temperature Control Segment manufactures and distributes a full line of critical components for the temperature control (air conditioning and heating) systems, engine cooling systems, power window accessories and windshield washer systems of motor vehicles. Key product categories within our temperature control portfolio include: air conditioning compressors (new and remanufactured), air conditioning compressor repair kits, clutch assemblies, blower and radiator fan motors, filter dryers, evaporators, accumulators, hose assemblies, thermal expansion devices, heater valves, heater cores, A/C service tools and chemicals, fan assemblies, fan clutches, oil coolers, window lift motors, window regulators and assemblies, and windshield washer pumps.

We continuously look to improve our cost position through strategic transactions with manufacturers in low cost regions. In November 2017, we formed another joint venture with Foshan Guangdong Automotive Air Conditioning Co., Ltd., a China-based manufacturer of air conditioning compressors for the automotive aftermarket and the Chinese OE market. In April 2014, we formed a joint venture with Gwo Yng Enterprise Co., Ltd., a China-based manufacturer of air conditioning accumulators, filter driers, hose assemblies, and switches. We believe that these transactions will enhance our position as a basic low-cost manufacturer and a leading supplier of temperature control parts to the aftermarket, as well as provide us with an opportunity for growth in the China market.

Compressors. Compressors accounted for approximately $148.4 million, or 14%, of our consolidated net sales in 2018, approximately $148.4 million, or 13%, of our consolidated net sales in 2017, and approximately $148.6 million, or 14%, of our consolidated net sales in 2016.

Other Climate Control Parts. Other climate control parts accounted for approximately $130 million, or 12%, of our consolidated net sales in 2018, approximately $130.8 million, or 12%, of our consolidated net sales in 2017, and approximately $135.1 million, or 13%, of our consolidated net sales in 2016.

## Financial Information about our Operating Segments

For additional information related to our operating segments, and the disaggregation of operating segment net sales by geographic area, major product group and major sales channel, see Note 22 “Industry Segment and Geographic Data” and Note 2 “Net Sales”, respectively, of the Notes to Consolidated Financial Statements in Item 8 of this Report.

## Our Brands

We believe that our brands are an important component of our value proposition, and serve to distinguish our premium engine management and temperature control products from those of our competitors. We market and distribute our products under our own brands, such as:






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

Engine
Management

INAPA ECHLIN.

INAPA Belden \( ^{®} \) 

We have also developed our product offering and brand strategies to support our customers’ initiatives to market a tiered product assortment designed to satisfy end-user preferences for quality and value. We believe that this alignment makes us an invaluable business partner to our customers.

## Our Customers

We sell our products primarily to:

• Automotive aftermarket retailers, such as O’Reilly Automotive, Inc. (“O’Reilly”), Advance Auto Parts, Inc. (operating under the trade names Advance Auto Parts, Autopart International, Carquest and Worldpac) (“Advance”), AutoZone, Inc. (“AutoZone”), and Canadian Tire Corporation, Limited.

• Automotive aftermarket distributors, including warehouse distributors and program distribution groups, such as Genuine Parts Co. and National Automotive Parts Association (“NAPA”), Auto Value and All Pro/Bumper to Bumper (Aftermarket Auto Parts Alliance, Inc.), Automotive Distribution Network LLC, The National Pronto Association (“Pronto”), Federated Auto Parts Distributors, Inc. (“Federated”), Pronto and Federated’s affiliate, the Automotive Parts Services Group or The Group, and Icahn Automotive Group LLC (doing business as Pep Boys, Auto Plus, AAMCO and Precision Tune Auto Care).

• Original equipment manufacturers and original equipment service part operations, such as General Motors Co., FCA US LLC (formerly known as Chrysler Group LLC), Ford Motor Co., Woodward, Inc. and Red Dot Corporation.

Our five largest individual customers accounted for approximately 70% of our consolidated net sales in 2018, 2017 and 2016. During 2018, O’Reilly, NAPA, Advance, and AutoZone accounted for 22%, 17%, 16% and 11% of our consolidated net sales, respectively. Net sales from each of these customers were reported in both our Engine Management and Temperature Control Segments.

## Competition

We compete primarily on the basis of product quality, product availability, value-added services, product coverage, order turn-around time, order fill rate, technical support and price. We believe we differentiate ourselves from our competitors primarily through:

• a value-added, knowledgeable sales force;

• extensive product coverage in conjunction with market leading brands;

• rigorous product qualification standards to ensure that our parts meet or exceed exacting performance specifications;



- sophisticated parts cataloguing systems, including catalogues available online through our website and our mobile application;

- inventory levels and logistical systems sufficient to meet the rapid delivery requirements of customers;

• breadth of manufacturing capabilities; and

• award-winning marketing programs, sales support and technical training.

We are one of the leading independent manufacturers and distributors serving North America and other geographic areas in our core businesses of Engine Management and Temperature Control. In the Engine Management Segment, we compete with: ACDelco, Delphi Technologies PLC, Denso Corporation, Continental AG, Hitachi, Ltd., Motorcraft, Robert Bosch GmbH, Visteon Corporation, NGK Spark Plug Co., Ltd., Dorman Products, Inc. and several privately-owned companies primarily importing products from Asia. In the Temperature Control Segment, we compete with: ACDelco, MAHLE GmbH, Behr Hella Service GmbH, Denso Corporation, Motorcraft, Sanden International, Inc., Continental AG, and several privately-owned companies.

The automotive aftermarket is highly competitive, and we face substantial competition in all markets that we serve. Our success in the marketplace depends on our ability to execute the key elements of our business strategy discussed above. Some of our competitors may have greater financial, marketing and other resources than we do. In addition, we face competition from automobile manufacturers who supply many of the replacement parts sold by us, although these manufacturers generally supply parts only for cars they produce through OE dealerships.

## Sales and Distribution

In the aftermarket channel, we sell our products to warehouse distributors and retailers. Our customers buy directly from us and sell directly to jobber stores, professional technicians and to “do-it-yourselfers” who perform automotive repairs on their personal vehicles. In recent years, warehouse distributors have consolidated with other distributors, and an increasing number of distributors own their jobber stores or sell down channel to professional technicians. Retailers are also consolidating with other retailers and have begun to increase their efforts to sell to professional technicians adding additional competition in the “do-it-for-me,” or the professional technician segment of our industry. As automotive parts and systems become more complex, “do-it-yourselfers” are less likely to service their own vehicles and may become more reliant on professional technicians.

In the original equipment and original equipment service channel, we sell our products to original equipment manufacturers (“OEMs”) for use in the production of vehicles or for distribution within their distribution network to independent dealerships and service dealer technicians. In addition to new car sales, automotive dealerships sell parts and service vehicles. We also sell our products to Tier 1 suppliers of OEMs.

We sell our products primarily in the United States, with additional sales in Canada, Mexico, Europe, Asia and other Latin American countries. Our sales are substantially denominated in U.S. dollars. For information on revenues and long-lived assets by geographic area, see Note 22 “Industry Segment and Geographic Data” of the Notes to Consolidated Financial Statements in Item 8 of this report.

Our sales force is structured to meet the needs of our customers across the distribution channel, allowing us to provide value-added services that we believe are unmatched by our competitors. We also believe that our sales force is the premier direct sales force for our product lines due to our concentration of highly-qualified, well-trained sales personnel. We focus our recruitment efforts on candidates who have technical backgrounds as well as strong sales experience, and we provide our sales personnel extensive instruction and continuing education at our training facility in Irving, Texas, which allows our sales force to stay current on troubleshooting and repair techniques. The continuing education courses along with monthly supplemental web-based training are an integral part of our sales force development strategy.



Our customers have come to depend on our sales personnel as a reliable source for technical information and to assist with sales to their customers (e.g., jobber stores and professional technicians). In this manner, we direct a significant portion of our sales efforts to our customers' customers to generate demand for our products, and we believe that the structure of our sales force facilitates these efforts by enabling us to implement our sales and marketing programs uniformly throughout the distribution channel. One of the ways we generate this demand is by offering in-person training seminars on 30 different topics, which teach approximately 60,000 technicians annually how to diagnose and repair vehicles equipped with complex systems related to our products. We also offer on-demand training webinars online on 144 different topics. Approximately 14,000 technicians were registered to participate in such sessions in 2018.

We offer a variety of strategic customer discounts, allowances and incentives to increase customer purchases of our products. For example, we offer cash discounts for paying invoices in accordance with the specified discounted terms of the invoice. We also offer rebates and discounts to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided. We believe these discounts, allowances and incentives are a common practice throughout the automotive aftermarket industry, and we intend to continue to offer them in response to competitive pressures and to strategically support the growth of all our products.

## Seasonality

Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our temperature control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a warm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen such demand. As a result of this seasonality and variability in demand of our temperature control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.

## Working Capital and Inventory Management

Automotive aftermarket companies have been under increasing pressure to provide broad SKU (stock keeping unit) coverage due to parts and brand proliferation. In response to this, we have made, and continue to make, changes to our inventory management system designed to reduce inventory requirements. We have a pack-to-order distribution system, which permits us to retain slow moving items in a bulk storage state until an order for a specific branded part is received. This system reduces the volume of a given part in inventory. We also expanded our inventory management system to improve inventory deployment, enhance our collaboration with customers on forecasts and inventory assortments, and further integrate our supply chain both to customers and suppliers.

We face inventory management issues as a result of overstock returns. We permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. In addition, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season and customers purchasing such inventory have the right to make returns.

Our profitability and working capital requirements are seasonal due to our sales mix of temperature control products. Our working capital requirements peak near the end of the second quarter, as the inventory build-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. These increased working capital requirements are funded by borrowings from our revolving credit facility.



## Production and Engineering

We engineer, tool and manufacture many of the components used in the assembly of our products. We also perform our own plastic molding operations, stamping and machining operations, wire extrusion, automated electronics assembly and a wide variety of other processes. In the case of remanufactured components, we conduct our own teardown, diagnostics and rebuilding for air conditioning compressors, diesel injectors, and diesel pumps. We have found this level of vertical integration provides advantages in terms of cost, quality and availability. We intend to continue selective efforts toward further vertical integration to ensure a consistent quality and supply of low cost components. In addition, our strategy includes sourcing an increasing number of finished goods and component parts from low cost regions such as those in Asia.

## Suppliers

We source materials through a global network of suppliers to ensure a consistent, high quality and low cost supply of materials and key components for our product lines. We are not dependent on any single commodity.

The principal raw materials purchased by us consist of brass, electronic components, fabricated copper (primarily in the form of magnet and insulated cable), steel magnets, laminations, tubes and shafts, stamped steel parts, copper wire, stainless steel coils and rods, aluminum coils, fittings, rods, cast aluminum parts, lead, steel roller bearings, rubber molding compound, thermo-set and thermo plastic molding powders, and chemicals. Additionally, we use components and cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, diesel pumps, and turbo chargers.

In the case of cores for air conditioning compressors, diesel injectors, diesel pumps, and turbo chargers, we obtain them either from exchanges with customers who return cores subsequent to purchasing remanufactured parts or through direct purchases from a network of core brokers. In addition, we acquire certain materials by purchasing products that are resold into the market, particularly by OEM sources and other domestic and foreign suppliers.

We believe there is an adequate supply of primary raw materials and cores; however, there can be no assurance over the long term that the availability of materials and components or increases in commodity prices will not materially affect our business or results of operations.

## Employees

As of December 31, 2018, we employed approximately 4,400 people, with 1,800 people in the United States and 2,600 people in Mexico, Canada, Poland, the U.K., Hong Kong and Taiwan. Of the 4,400 people employed, approximately 2,600 people are production employees. We operate primarily in non-union facilities and have binding labor agreements with employees at other unionized facilities. We have approximately 77 production employees in Edwardsville, Kansas who are covered by a contract with The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) that expires in April 2019. We expect to renew this agreement with the UAW upon mutually agreeable terms. We also have approximately 1,500 employees in Mexico who are covered under union agreements negotiated at various intervals.

We believe that our facilities are in favorable labor markets with ready access to adequate numbers of skilled and unskilled workers, and we believe our relations with our union and non-union employees are good. Our employees share our corporate values of ethics, integrity, common decency and respect of others, values which have been established since our company was founded in 1919.



## Available Information

We are a New York corporation founded in 1919. Our principal executive offices are located at 37-18 Northern Boulevard, Long Island City, New York 11101, and our main telephone number at that location is (718) 392-0200. Our Internet address is www.smpcorp.com. We provide a link to reports that we have filed with the SEC. However, for those persons that make a request in writing or by e-mail (financial@smpcorp.com), we will provide free of charge our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports and other information are also available, free of charge, at www.sec.gov.

## ITEM 1A. RISK FACTORS

You should carefully consider the risks described below. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business and results of operations. If any of the stated risks actually occur, they could materially and adversely affect our business, financial condition or operating results.

## Risks Related to Our Operations

We depend on a limited number of key customers, and the loss of any such customer, or a significant reduction in purchases by such customer, could have a material adverse effect on our business, financial condition and results of operations.

Our five largest individual customers accounted for approximately 70% of our consolidated net sales in 2018, 2017 and 2016. During 2018, O'Reilly, NAPA, Advance, and AutoZone accounted for 22%, 17%, 16% and 11% of our consolidated net sales, respectively. The loss of one or more of these customers or, a significant reduction in purchases of our products from any one of them, could have a materially adverse impact on our business, financial condition and results of operations. In addition, any consolidation among our key customers may further increase our customer concentration risk.

Also, we do not typically enter into long-term agreements with any of our customers. Instead, we enter into a number of purchase order commitments with our customers, based on their current or projected needs. We have in the past, and may in the future, lose customers or lose a particular product line of a customer due to the highly competitive conditions in the automotive aftermarket industry, including pricing pressures, consolidation of customers, customer initiatives to buy direct from foreign suppliers or other business considerations. A decision by any significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to materially decrease the amount of products purchased from us, to change their manner of doing business with us, or to stop doing business with us, including a decision to source products directly from a low cost region such as Asia, could have a material adverse effect on our business, financial condition and results of operations.

Because our sales are concentrated, and the market in which we operate is very competitive, we are under ongoing pressure from our customers to offer lower prices, extend payment terms, increase marketing allowances and other terms more favorable to these customers. These customer demands have put continued pressure on our operating margins and profitability, resulted in periodic contract renegotiation to provide more favorable prices and terms to these customers, and significantly increased our working capital needs.

Our industry is highly competitive, and our success depends on our ability to compete with suppliers of automotive aftermarket products, some of which may have substantially greater financial, marketing and other resources than we do.

The automotive aftermarket industry is highly competitive, and our success depends on our ability to compete with domestic and international suppliers of automotive aftermarket products. In the Engine



Management Segment, we compete with: ACDelco, Delphi Technologies PLC, Denso Corporation, Continental AG, Hitachi, Ltd., Motorcraft, Robert Bosch GmbH, Visteon Corporation, NGK Spark Plug Co., LTD., Dorman Products, Inc. and several privately-owned companies primarily importing products from Asia. In the Temperature Control Segment, we compete with: ACDelco, MAHLE GmbH, Behr Hella Service GmbH, Denso Corporation, Motorcraft, Sanden International, Inc., Continental AG, and several privately-owned companies. In addition, automobile manufacturers supply many of the replacement parts we sell.

Some of our competitors may have larger customer bases and significantly greater financial, technical and marketing resources than we do. These factors may allow our competitors to:

- respond more quickly than we can to new or emerging technologies and changes in customer requirements by devoting greater resources than we can to the development, promotion and sale of automotive aftermarket products and services;

• engage in more extensive research and development;

• sell products at a lower price than we do;

• undertake more extensive marketing campaigns; and

• make more attractive offers to existing and potential customers and strategic partners.

We cannot assure you that our competitors will not develop products or services that are equal or superior to our products or that achieve greater market acceptance than our products or that in the future other companies involved in the automotive aftermarket industry will not expand their operations into product lines produced and sold by us. We also cannot assure you that additional entrants will not enter the automotive aftermarket industry or that companies in the aftermarket industry will not consolidate. Any such competitive pressures could cause us to lose market share or could result in significant price decreases and could have a material adverse effect upon our business, financial condition and results of operations.

There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure.

There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure. This is the result of a number of industry trends, including the impact of offshore suppliers in the marketplace (particularly in China) which suppliers do not have the same infrastructure costs as we do, the consolidated purchasing power of large customers, and actions taken by some of our competitors in an effort to “win over” new business. We have in the past reduced prices to remain competitive and may have to do so again in the future. Price reductions have impacted our sales and profit margins and are expected to do so in the future. Our future profitability will depend in part upon our ability to respond to changes in product and distribution channel mix, to continue to improve our manufacturing efficiencies, to generate cost reductions, including reductions in the cost of components purchased from outside suppliers, and to maintain a cost structure that will enable us to offer competitive prices. Our inability to maintain a competitive cost structure could have a material adverse effect on our business, financial condition and results of operations.

Our business is seasonal and is subject to substantial quarterly fluctuations, which impact our quarterly performance and working capital requirements.

Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and with revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a warm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen such demand. As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements peak near the end of the second quarter, as the inventory build-



up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.

We may incur material losses and significant costs as a result of warranty-related returns by our customers in excess of anticipated amounts.

Our products are required to meet rigorous standards imposed by our customers and our industry. Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship, failure to meet industry published specifications and/or the result of installation error. In the event that there are material deficiencies or defects in the design and manufacture of our products and/or installation error, the affected products may be subject to warranty returns and/or product recalls. Although we maintain a comprehensive quality control program, we cannot give any assurance that our products will not suffer from defects or other deficiencies or that we will not experience material warranty returns or product recalls in the future.

We accrue for warranty returns as a percentage of sales, after giving consideration to recent historical returns. While we believe that we make reasonable estimates for warranty returns in accordance with our revenue recognition policies, actual returns may differ from our estimates. We have in the past incurred, and may in the future incur, material losses and significant costs as a result of our customers returning products to us for warranty-related issues in excess of anticipated amounts. Deficiencies or defects in our products in the future may result in warranty returns and product recalls in excess of anticipated amounts and may have a material adverse effect on our business, financial condition and results of operations.

Our profitability may be materially adversely affected as a result of overstock inventory-related returns by our customers in excess of anticipated amounts.

We permit overstock returns of inventory that may be either new or non-defective or non-obsolete but that we believe we can re-sell. Customers are generally limited to returning overstocked inventory according to a specified percentage of their annual purchases from us. In addition, a customer’s annual allowance cannot be carried forward to the upcoming year.

We accrue for overstock returns as a percentage of sales, after giving consideration to recent historical returns. While we believe that we make reasonable estimates for overstock returns in accordance with our revenue recognition policies, actual returns may differ from our estimates. To the extent that overstocked returns are materially in excess of our projections, our business, financial condition and results of operations may be materially adversely affected.

We may be materially adversely affected by asbestos claims arising from products sold by our former brake business, as well as by other product liability claims.

In 1986, we acquired a brake business, which we subsequently sold in March 1998. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001, and the amounts paid for settlements, awards of asbestos-related damages, and defense of such claims. We do not have insurance coverage for the indemnity and defense costs associated with the claims we face.

At December 31, 2018, approximately 1,430 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through December 31, 2018, the amounts paid for settled claims are approximately $25.6 million. A substantial increase in the number of new claims or increased settlement payments or awards of asbestos-related damages could have a material adverse effect on our business, financial condition and results of operations.



In accordance with our policy of performing an annual actuarial evaluation in the third quarter of each year, and whenever events or changes in circumstances indicate that additional provisions may be necessary, an actuarial study was performed as of August 31, 2018, which was revised to reflect events occurring through November 20, 2018. Based upon the actuarial studies performed, in 2018, we increased our asbestos liability to $46.7 million, the low end of the range and recorded an incremental pre-tax provision of $13.6 million in earnings (loss) from discontinued operations in the accompanying statement of operations. The results of the revised study included an estimate of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs, ranging from $46.7 million to $83.9 million for the period through 2061. Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated, according to the revised study, to range from $45 million to $83.1 million.

Given the uncertainties associated with projecting asbestos-related matters into the future and other factors outside our control, we cannot give any assurance that significant increases in the number of claims filed against us will not occur, that awards of asbestos-related damages or settlement awards will not exceed the amount we have in reserve, or that additional provisions will not be required. Management will continue to monitor the circumstances surrounding these potential liabilities in determining whether additional reserves and provisions may be necessary. We plan on performing an annual actuarial analysis during the third quarter of each year for the foreseeable future, and whenever events or changes in circumstances indicate that additional provisions may be necessary.

In addition to asbestos-related claims, our product sales entail the risk of involvement in other product liability actions. We maintain product liability insurance coverage, but we cannot give any assurance that current or future policy limits will be sufficient to cover all possible liabilities. Further, we can give no assurance that adequate product liability insurance will continue to be available to us in the future or that such insurance may be maintained at a reasonable cost to us. In the event of a successful product liability claim against us, a lack or insufficiency of insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

## We may not be able to achieve the benefits that we expect from our cost savings initiatives.

We expect to realize cost savings as a result of various recently completed initiatives, including the closing of our Grapevine, Texas facility; the closing of our recently acquired wire set assembly operation in Nogales, Mexico; the closing of our Orlando, Florida facility; and moving some U.S. production to other facilities, both domestically and to our facilities in Mexico and Poland. Due to factors outside our control, we may not be able to achieve the level of benefits that we expect to realize in these initiatives, or we may not be able to realize these benefits within the time frames we currently expect. Our ability to achieve any anticipated cost savings could be affected by a number of factors such as changes in the amount, timing and character of charges related to such initiatives, or a substantial delay in the completion of such initiatives. Failure to achieve the benefits of our cost saving initiatives could have a material adverse effect on us. Our cost savings is also predicated upon maintaining our sales levels.

## Severe weather, natural disasters and other disruptions could adversely impact our operations at our manufacturing and distribution facilities.

Severe weather conditions and natural disasters, such as hurricanes, floods and tornados, could damage our properties and effect our operations, particularly our major manufacturing and distribution operations at foreign facilities in Canada, Mexico and Poland, and at our domestic facilities in Florida, Indiana, Kansas, South Carolina, Texas, and Virginia. In addition, our business and operations could be materially adversely affected in the event of other serious disruptions at these facilities due to fire, electrical blackouts, power losses, telecommunications failures, terrorist attack or similar events. Any of these occurrences could impair our ability to adequately manufacture or supply our customers due to all or a significant portion of our equipment or inventory being damaged. We may not be able to effectively shift the manufacture or delivery of products to our customers if one or more of our manufacturing or distribution facilities are significantly disrupted.



Our operations would be materially and adversely affected if we are unable to purchase raw materials, manufactured components or equipment from our suppliers.

Because we purchase various types of raw materials, finished goods, equipment, and component parts from suppliers, we may be materially and adversely affected by the failure of those suppliers to perform as expected. This non-performance may consist of delivery delays or failures caused by production issues or delivery of non-conforming products. The risk of non-performance may also result from the insolvency or bankruptcy of one or more of our suppliers. Our suppliers’ ability to supply products to us is also subject to a number of risks, including availability and cost of raw materials, destruction of their facilities, or work stoppages. In addition, our failure to promptly pay, or order sufficient quantities of inventory from our suppliers may increase the cost of products we purchase or may lead to suppliers refusing to sell products to us at all. Our efforts to protect against and to minimize these risks may not always be effective.

Our operations could be adversely affected by interruptions or breaches in the security of our computer and information technology systems.

We rely on information technology systems throughout our organization to conduct day-to-day business operations, including the management of our supply chain and our purchasing, receiving and distribution functions. We also routinely use our information technology systems to send, receive, store, access and use sensitive data relating to our Company and its employees, customers, suppliers, and business partners, including intellectual property, proprietary business information, and other sensitive materials. Our information technology systems have been subject to cyber threats, including attempts to hack into our network and computer viruses. Such hacking attempts and computer viruses have not significantly impacted or interrupted our business operations. While we implement security measures designed to prevent and mitigate the risk of cyber attacks, our information technology systems, and those functions that we may outsource, may continue to be vulnerable to computer viruses, attacks by hackers, or unauthorized access caused by employee error or malfeasance. The exploitation of any such vulnerability in our information technology systems, or those functions that we may outsource, could unexpectedly compromise the information security of our customers, suppliers and other business partners. Furthermore, because the techniques used to carry out cyber attacks change frequently and in many instances are not recognized until after they are used against a target, we may be unable to anticipate these changes or implement adequate preventative measures. If our information technology systems are subject to cyber attacks, such as those involving significant or extensive system interruptions, sabotage, computer viruses or unauthorized access, we could experience disruptions to our business operations and incur substantial remediation costs, which could have a material adverse effect on our business, financial condition or results of operations.

## Risks Related to Liquidity

## We are exposed to risks related to our receivables factoring arrangements.

We have entered into factoring arrangements with financial institutions to sell certain of our customers' trade accounts receivable without recourse. If we do not enter into these factoring arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures in collecting trade accounts receivables. In addition, if any of the financial institutions with which we have factoring arrangements experience financial difficulties or otherwise terminate our factoring arrangements, we may experience material and adverse economic losses due to the loss of such factoring arrangements and the impact of such loss on our liquidity, which could have a material and adverse effect upon our financial condition, results of operations and cash flows. The utility of our factoring arrangements also depends upon LIBOR, as it is a component of the discount rate applicable to each arrangement. If LIBOR increases such that the cost of factoring becomes more than the cost of servicing our receivables with existing debt, we may not be able to rely on such factoring arrangements, which could have a material and adverse effect upon our financial condition, results of operations and cash flows.



## Increasing our indebtedness could negatively affect our financial health.

We have an existing revolving bank credit facility of $250 million with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders, which we refer to throughout this Report as our revolving credit facility. As of December 31, 2018, our total outstanding indebtedness was $49.2 million, of which amount $43.7 million of outstanding indebtedness and approximately $203.1 million of availability was attributable to this revolving credit facility. Any significant increase in our indebtedness could increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

In addition, we have granted the lenders under our revolving credit facility a first priority security interest in substantially all of our currently owned and future acquired personal property and other assets. We have also pledged shares of stock in our subsidiaries to those lenders. If we default on any of our indebtedness, or if we are unable to obtain necessary liquidity, our business could be adversely affected.

We may not be able to generate the significant amount of cash needed to service our indebtedness and fund our future operations.

Our ability either to make payments on or to refinance our indebtedness, or to fund planned capital expenditures and research and development efforts, will depend on our ability to generate cash in the future. Our ability to generate cash is in part subject to:

- general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control;

- the ability of our customers to pay timely the amounts we have billed; and

- our ability to factor receivables under customer draft programs.

The occurrence of any of the foregoing factors could result in reduced cash flow, which could have a material adverse effect on us.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as:

• deferring, reducing or eliminating future cash dividends;

• reducing or delaying capital expenditures or restructuring activities;

• reducing or delaying research and development efforts;

• selling assets;

• deferring or refraining from pursuing certain strategic initiatives and acquisitions;

• refinancing our indebtedness; and

• seeking additional funding.

We cannot assure you that, if material adverse developments in our business, liquidity or capital requirements should occur, our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay the principal and interest on our indebtedness, or to fund our other liquidity needs. In addition, if we default on any of our indebtedness, or breach any financial covenant in our revolving credit facility, our business could be adversely affected.



## Risks Related to External Factors

We conduct our manufacturing and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States.

We have manufacturing and distribution facilities in many countries, including Canada, Poland, Mexico and China, and increasing our manufacturing footprint in low cost regions is an important element of our strategy. There are a number of risks associated with doing business internationally, including: (a) exposure to local economic and political conditions; (b) social unrest such as risks of terrorism or other hostilities; (c) currency exchange rate fluctuations and currency controls; (d) the effect of potential changes in U.S. trade policy and international trade agreements; and (e) the potential for shortages of trained labor.

In particular, there has been social unrest in Mexico and any increased violence in or around our manufacturing facilities in Mexico could impact our business by disrupting our supply chain, the delivery of products to customers, and the reluctance of our customers to visit our Mexico facilities. In addition, the increased violence in or around our manufacturing facilities in Mexico could present several risks to our employees who may be directly affected by the violence and may result in a decision by them to relocate from the area, or make it difficult for us to recruit or retain talented employees at our Mexico facilities.

Furthermore, changes in U.S. trade policy, particularly as it relates to China, have resulted in the assessment of increased tariffs on goods that we import into the United States, and have caused uncertainty about the future of free trade generally. We benefit from current free trade agreements, such as the North American Free Trade Agreement (NAFTA) and its anticipated successor agreement, the U.S.-Mexico-Canada Agreement (USMCA). The repeal or modification of NAFTA or the USMCA or further increases to tariffs on goods imported into the United States could increase our costs to source materials, component parts and finished goods from other countries. The likelihood of such occurrences and their potential effect on us is unpredictable and may vary from country to country. Any such occurrences could be harmful to our business and our financial results.

We may incur liabilities under government regulations and environmental laws, which may have a material adverse effect on our business, financial condition and results of operations.

Domestic and foreign political developments and government regulations and policies directly affect automotive consumer products in the United States and abroad. Regulations and policies relating to over-the-highway vehicles include standards established by the United States Department of Transportation for motor vehicle safety and emissions. The modification of existing laws, regulations or policies, or the adoption of new laws, regulations or policies could have a material adverse effect on our business, financial condition and results of operations.

In August 2012, the SEC adopted rules requiring us to provide disclosure regarding the use of specified minerals, known as conflict minerals, which are mined from the Democratic Republic of the Congo and adjoining countries. The rules require us to engage in ongoing due diligence efforts, and to disclose the results of our efforts in May of each year. The rules could affect the sourcing and availability of such minerals, or cause us to suffer reputational harm if we determine that certain of our products contain minerals not determined to be conflict-free and/or we are unable to alter our products or sources of supply to avoid such materials. We may also face difficulties in satisfying customers who may require that our products be certified as having conflict-free minerals, which could place us at a competitive disadvantage if we are unable to do so and lead to a loss of revenue.

Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, state, local and international laws and regulations, including those governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of materials, substances and wastes, the remediation of contaminated soil and groundwater and the health and safety of employees. Such environmental laws, including but not limited to those under the Comprehensive Environmental Response Compensation & Liability Act, may impose joint and several liability and may apply to conditions at



properties presently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes or other contamination attributable to an entity or its predecessors have been sent or otherwise come to be located.

The nature of our operations exposes us to the risk of claims with respect to such matters, and we can give no assurance that violations of such laws have not occurred or will not occur or that material costs or liabilities will not be incurred in connection with such claims. We are currently monitoring our environmental remediation efforts at one of our facilities and our reserve balance related to the environmental clean-up at this facility is $1.6 million at December 31, 2018. The environmental testing and any remediation costs at such facility may be covered by several insurance policies, although we can give no assurance that our insurance will cover any environmental remediation claims. We also maintain insurance to cover our existing U.S. and Canadian facilities. We can give no assurance that the future cost of compliance with existing environmental laws and the liability for known environmental claims pursuant to such environmental laws will not give rise to additional significant expenditures or liabilities that would be material to us. In addition, future events, such as new information, changes in existing environmental laws or their interpretation, and more vigorous enforcement policies of federal, state or local regulatory agencies, may have a material adverse effect on our business, financial condition and results of operations.

Our future performance may be materially adversely affected by changes in technologies and improvements in the quality of new vehicle parts.

Changes in automotive technologies, such as vehicles powered by fuel cells or electricity, could negatively affect sales to our aftermarket customers. These factors could result in less demand for our products thereby causing a decline in our results of operations or deterioration in our business and financial condition and may have a material adverse effect on our long-term performance.

In addition, the size of the automobile replacement parts market depends, in part, upon the growth in number of vehicles on the road, increase in average vehicle age, change in total miles driven per year, new or modified environmental and vehicle safety regulations, including fuel-efficiency and emissions reduction standards, increase in pricing of new cars and new car quality and related warranties. The automobile replacement parts market has been negatively impacted by the fact that the quality of more recent automotive vehicles and their component parts (and related warranties) has improved, thereby lengthening the repair cycle. Generally, if parts last longer, there will be less demand for our products and the average useful life of automobile parts has been steadily increasing in recent years due to innovations in products and technology. In addition, the introduction by original equipment manufacturers of increased warranty and maintenance initiatives has the potential to decrease the demand for our products. When proper maintenance and repair procedures are followed, newer AC systems in particular are less prone to leak resulting in fewer AC system repairs. These factors could have a material adverse effect on our business, financial condition and results of operations.

## ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



## ITEM 2. PROPERTIES

We maintain our executive offices in Long Island City, New York. The table below describes our principal facilities as of December 31, 2018.

<table><tr><td>Location</td><td>State or Country</td><td>Principal Business Activity</td><td>Approx. Square Feet</td><td>Owned or Expiration Date of Lease</td></tr><tr><td colspan="5">Engine Management</td></tr><tr><td>Ft. Lauderdale</td><td>FL</td><td>Distribution</td><td>23,300</td><td>Owned</td></tr><tr><td>Ft. Lauderdale</td><td>FL</td><td>Distribution</td><td>30,000</td><td>Owned</td></tr><tr><td>Mishawaka</td><td>IN</td><td>Manufacturing</td><td>153,100</td><td>Owned</td></tr><tr><td>Edwardsville</td><td>KS</td><td>Distribution</td><td>363,500</td><td>Owned</td></tr><tr><td>Independence</td><td>KS</td><td>Manufacturing</td><td>337,400</td><td>Owned</td></tr><tr><td>Long Island City</td><td>NY</td><td>Administration</td><td>75,800</td><td>2023</td></tr><tr><td>Greenville</td><td>SC</td><td>Manufacturing</td><td>184,500</td><td>Owned</td></tr><tr><td>Disputanta</td><td>VA</td><td>Distribution</td><td>411,000</td><td>Owned</td></tr><tr><td>Reynosa</td><td>Mexico</td><td>Manufacturing</td><td>175,000</td><td>2025</td></tr><tr><td>Reynosa</td><td>Mexico</td><td>Manufacturing</td><td>153,000</td><td>2023</td></tr><tr><td>Bialystok</td><td>Poland</td><td>Manufacturing</td><td>108,400</td><td>2022</td></tr><tr><td colspan="5">Temperature Control</td></tr><tr><td>Lewisville</td><td>TX</td><td>Administration and Distribution</td><td>415,000</td><td>2024</td></tr><tr><td>St. Thomas</td><td>Canada</td><td>Manufacturing</td><td>40,000</td><td>Owned</td></tr><tr><td>Reynosa</td><td>Mexico</td><td>Manufacturing</td><td>82,000</td><td>2019</td></tr><tr><td>Reynosa</td><td>Mexico</td><td>Manufacturing</td><td>118,000</td><td>2021</td></tr><tr><td colspan="5">Other</td></tr><tr><td>Mississauga</td><td>Canada</td><td>Administration and Distribution</td><td>82,400</td><td>2023</td></tr><tr><td>Irving</td><td>TX</td><td>Training Center</td><td>13,400</td><td>2021</td></tr></table>



## ITEM 3. LEGAL PROCEEDINGS

The information required by this Item is incorporated herein by reference to the information set forth in Item 8, “Financial Statements and Supplementary Data” of this Report under the captions “Asbestos” and “Other Litigation” appearing in Note 23, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements.

## ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

## PART II

## ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades publicly on the New York Stock Exchange (“NYSE”) under the trading symbol “SMP.” The last reported sale price of our common stock on the NYSE on February 15, 2019 was $49.21 per share. As of February 15, 2019, there were 464 holders of record of our common stock.

Dividends are declared and paid on the common stock at the discretion of our Board of Directors (the “Board”) and depend on our profitability, financial condition, capital needs, future prospects, and other factors deemed relevant by our Board. Our revolving credit facility permits dividends and distributions by us provided specific conditions are met. For information related to our revolving credit facility, see Note 12, “Credit Facilities and Long-Term Debt,” of the Notes to Consolidated Financial Statements in Item 8 of this Report.

There have been no unregistered offerings of our common stock during the fourth quarter of 2018.



## Purchases of Equity Securities by the Issuer and Affiliated Purchasers

For information related to our stock repurchases, see Note 13, “Stockholders’ Equity,” of the Notes to Consolidated Financial Statements in Item 8 of this Report.

The following table provides information relating to the Company’s purchases of its common stock for the fourth quarter of 2018:

<table><tr><td>Period</td><td>Total Number of Shares Purchased (1)</td><td>Average Price Paid Per Share</td><td>Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)</td><td>Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (2)</td></tr><tr><td>October 1-31, 2018</td><td>118,509</td><td>$ 45.30</td><td>118,509</td><td>$ 10,738,270</td></tr><tr><td>November 1-30, 2018</td><td>—</td><td>—</td><td>—</td><td>10,738,270</td></tr><tr><td>December 1-31, 2018</td><td>—</td><td>—</td><td>—</td><td>10,738,271</td></tr><tr><td>Total</td><td>118,509</td><td>$ 45.30</td><td>118,509</td><td>$ 10,738,270</td></tr></table>

(1) All shares were purchased through the publicly announced stock repurchase programs in open market transactions.

(2) During 2017, our Board of Directors authorized the purchase of up to $30 million of our common stock under stock repurchase programs. Under these programs, during the years ended December 31, 2017 and December 31, 2018, we repurchased 539,760 and 112,307 shares of our common stock, respectively, at a total cost of $24.8 million and $5.2 million, respectively, thereby completing the 2017 Board of Directors' authorizations.

In May 2018, our Board of Directors authorized the purchase of up to an additional $20 million of our common stock under a new stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under this program, during the three months and twelve months ended December 31, 2018, we repurchased 118,509 and 201,484 shares of our common stock, respectively, at a total cost of $5.4 million and $9.3 million, respectively. As of December 31, 2018, there was approximately $10.7 million available for future stock purchases under the program. During the period from January 1, 2019 through February 15, 2019, we have not repurchased any additional shares of our common stock under the program.



## Stock Performance Graph

The following graph compares the five year cumulative total return on the Company’s Common Stock to the total returns on the Standard & Poor’s 500 Stock Index and the S&P 1500 Auto Parts & Equipment Index, which is a combination of automotive parts and equipment companies within the S&P 400, the S&P 500 and the S&P 600. The graph shows the change in value of a $100 investment in the Company’s Common Stock and each of the above indices on December 31, 2013 and the reinvestment of all dividends. The comparisons in this table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Company’s Common Stock or the referenced indices.



<table><tr><td rowspan="2"></td><td rowspan="2">SMP</td><td rowspan="2">S&amp;P 500</td><td colspan="2">S&amp;P 1500 Auto Parts &amp; Equipment Index</td></tr><tr><td>Parts &amp; Equipment Index</td><td></td></tr><tr><td>2013</td><td>100</td><td>100</td><td>100</td><td></td></tr><tr><td>2014</td><td>105</td><td>114</td><td>104</td><td></td></tr><tr><td>2015</td><td>106</td><td>115</td><td>97</td><td></td></tr><tr><td>2016</td><td>152</td><td>129</td><td>102</td><td></td></tr><tr><td>2017</td><td>130</td><td>157</td><td>134</td><td></td></tr><tr><td>2018</td><td>143</td><td>150</td><td>92</td><td></td></tr></table>

* Source: S&P Capital IQ



The following table sets forth selected consolidated financial data for the five years ended December 31, 2018. This selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this Form 10-K. Certain prior period amounts have been reclassified to conform to the 2018 presentation.

<table><tr><td rowspan="3"></td><td colspan="6">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016 (Dollars in thousands)</td><td>2015</td><td>2014</td><td></td></tr><tr><td>Statement of Operations Data:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales</td><td>$ 1,092,051</td><td>$ 1,116,143</td><td>$ 1,058,482</td><td>$ 971,975</td><td>$ 980,392</td><td></td></tr><tr><td>Gross profit</td><td>312,787</td><td>326,656</td><td>322,487</td><td>280,988</td><td>289,630</td><td></td></tr><tr><td>Litigation charge (1)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>10,650</td><td></td></tr><tr><td>Operating income (2)</td><td>81,268</td><td>97,521</td><td>98,789</td><td>79,764</td><td>85,062</td><td></td></tr><tr><td>Earnings from continuing operations (3)</td><td>56,854</td><td>43,630</td><td>62,412</td><td>48,120</td><td>52,899</td><td></td></tr><tr><td>Loss from discontinued operations, net of income tax benefit</td><td>(13,851)</td><td>(5,654)</td><td>(1,982)</td><td>(2,102)</td><td>(9,870)</td><td></td></tr><tr><td>Net earnings (3) (4)</td><td>43,003</td><td>37,976</td><td>60,430</td><td>46,018</td><td>43,029</td><td></td></tr><tr><td>Per Share Data:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Earnings from continuing operations (3):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 2.53</td><td>$ 1.92</td><td>$ 2.75</td><td>$ 2.11</td><td>$ 2.31</td><td></td></tr><tr><td>Diluted</td><td>2.48</td><td>1.88</td><td>2.70</td><td>2.08</td><td>2.28</td><td></td></tr><tr><td>Earnings per common share (3) (4):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>1.91</td><td>1.67</td><td>2.66</td><td>2.02</td><td>1.88</td><td></td></tr><tr><td>Diluted</td><td>1.88</td><td>1.64</td><td>2.62</td><td>1.99</td><td>1.85</td><td></td></tr><tr><td>Cash dividends per common share</td><td>0.84</td><td>0.76</td><td>0.68</td><td>0.60</td><td>0.52</td><td></td></tr><tr><td>Other Data:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>$ 24,104</td><td>$ 23,916</td><td>$ 20,457</td><td>$ 17,637</td><td>$ 17,295</td><td></td></tr><tr><td>Capital expenditures</td><td>20,141</td><td>24,442</td><td>20,921</td><td>18,047</td><td>13,904</td><td></td></tr><tr><td>Dividends</td><td>18,854</td><td>17,287</td><td>15,447</td><td>13,697</td><td>11,905</td><td></td></tr><tr><td>Cash Flows Provided By (Used In):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Operating activities</td><td>$ 70,258</td><td>$ 64,617</td><td>$ 97,805</td><td>$ 65,171</td><td>$ 46,987</td><td></td></tr><tr><td>Investing activities</td><td>(29,886)</td><td>(31,228)</td><td>(88,018)</td><td>(18,011)</td><td>(51,200)</td><td></td></tr><tr><td>Financing activities</td><td>(46,121)</td><td>(35,944)</td><td>(7,756)</td><td>(41,155)</td><td>15,316</td><td></td></tr><tr><td>Balance Sheet Data (at period end):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 11,138</td><td>$ 17,323</td><td>$ 19,796</td><td>$ 18,800</td><td>$ 13,728</td><td></td></tr><tr><td>Working capital</td><td>233,638</td><td>210,194</td><td>190,380</td><td>195,198</td><td>178,670</td><td></td></tr><tr><td>Total assets</td><td>843,132</td><td>787,567</td><td>768,697</td><td>681,064</td><td>673,551</td><td></td></tr><tr><td>Total debt</td><td>49,219</td><td>61,778</td><td>54,975</td><td>47,505</td><td>56,816</td><td></td></tr><tr><td>Long-term debt (excluding current portion)</td><td>153</td><td>79</td><td>120</td><td>62</td><td>83</td><td></td></tr><tr><td>Stockholders’ equity</td><td>467,201</td><td>453,654</td><td>441,028</td><td>391,979</td><td>374,153</td><td></td></tr></table>



## Notes to Selected Financial Data

(1) During 2014, we recorded a $10.6 million litigation charge in connection with a settlement agreement in a legal proceeding with a third party. The settlement amount was funded from cash on hand and available credit under our revolving credit facility.

(2) On January 1, 2018, we adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Pursuant to the adoption, net periodic benefit cost (credit) for the years ended December 31, 2017, 2016, 2015 and 2014 has been reclassified from selling, general and administrative expenses to other non-operating income (expense), net. See Note 1, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Item 8 of this Report for additional information.

(3) During 2017, we recorded an increase of $17.5 million to the provision for income taxes resulting from the remeasurement of our deferred tax assets, and the tax on deemed repatriated earnings of our foreign subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act.

(4) We recorded an after tax charge of $13.9 million, $5.7 million, $2 million, $2.1 million, and $9.9 million as loss from discontinued operations to account for legal expenses and potential costs associated with our asbestos-related liability for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively. Such costs were also separately disclosed in the operating activity section of the consolidated statements of cash flows for those same years.



## ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion summarizes the significant factors affecting our results of operations and the financial condition of our business during each of the fiscal years in the three-year period ended December 31, 2018.

## Overview

We are a leading independent manufacturer and distributor of premium replacement parts for the engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment market.

We are organized into two operating segments. Each segment focuses on providing our customers with full-line coverage of premium engine management or temperature control products, and a full suite of complimentary services that are tailored to our customers' business needs and driving end-user demand for our products. We sell our products primarily to automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Mexico, Europe, Asia and other Latin American countries.

## Our Business Strategy

Our mission is to be the best-in-class, full-line, full-service supplier of premium engine management and temperature control products.

The key elements of our strategy are as follows:

Maintain Our Strong Competitive Position in our Engine Management and Temperature Control Businesses. We are a leading independent manufacturer and distributor serving North America and other geographic areas in our core businesses of Engine Management and Temperature Control. We believe that our success is attributable to our emphasis on product quality, the breadth and depth of our product lines for both domestic and import vehicles, and our reputation for outstanding value-added services.

To maintain our strong competitive position, we remain committed to the following:

- providing our customers with full-line coverage of high quality engine management and temperature control products, supported by the highest level of value-added services;

- continuing to maximize our production, supply chain and distribution efficiencies;

- continuing to improve our cost position through increased global sourcing, increased manufacturing at our low-cost plants, and strategic transactions with manufacturers in low-cost regions; and

- focusing on our engineering development efforts including a focus on bringing more product manufacturing in-house.

- Provide Superior Value-Added Services and Product Availability. Our goal is to increase sales to existing and new customers by leveraging our skills in rapidly filling orders, maintaining high levels of product availability and offering a product portfolio that provides comprehensive coverage for all vehicle applications. In addition, our marketing support provides insightful customer category management, technical support and award-winning programs, and our technically skilled sales personnel provide our customers with



product selection, assortment and application support, and technical training on diagnosing and repairing vehicles equipped with complex systems related to our products.

- Expand Our Product Lines. We intend to increase our sales by continuing to develop internally, or through potential acquisitions, the range of engine management and temperature control products that we offer to our customers. We are committed to investing the resources necessary to maintain and expand our technical capability to manufacture product lines that incorporate the latest technologies, including product lines relating to safety, advanced driver assistance and collision avoidance systems.

- Broaden Our Customer Base. Our goal is to increase our customer base by (a) leveraging our manufacturing capabilities to secure additional business globally with original equipment vehicle and equipment manufacturers and their service part operations, as well as our existing customer base of large retailers, program distribution groups, warehouse distributors, other manufacturers and export customers, and (b) supporting the service part operations of vehicle and equipment manufacturers with value-added services and product support for the life of the part.

- Improve Operating Efficiency and Cost Position. Our management places significant emphasis on improving our financial performance by achieving operating efficiencies and improving asset utilization, while maintaining product quality and high customer order fill rates.

We intend to continue to improve our operating efficiency and cost position by:

- increasing cost-effective vertical integration in key product lines through internal development;

- focusing on integrated supply chain management, customer collaboration and vendor managed inventory initiatives;

- evaluating additional opportunities to relocate manufacturing to our low-cost plants;

- maintaining and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain materials and products from low cost regions such as those in Asia without compromising product quality;

- enhancing company-wide programs geared toward manufacturing and distribution efficiency; and

- focusing on company-wide overhead and operating expense cost reduction programs.

- Cash Utilization. We intend to apply any excess cash flow from operations and the management of working capital primarily to reduce our outstanding indebtedness, pay dividends to our shareholders, expand our product lines by investing in new tooling and equipment, grow revenues through potential acquisitions and repurchase shares of our common stock.

## The Automotive Aftermarket

The automotive aftermarket industry is comprised of a large number of diverse manufacturers varying in product specialization and size. In addition to manufacturing, aftermarket companies must allocate resources towards an efficient distribution process in order to maintain the flexibility and responsiveness on which their customers depend. Aftermarket manufacturers must be efficient producers of small lot sizes, and must distribute, with rapid turnaround times, products for nearly all domestic and import vehicles on the road today.



The automotive aftermarket replacement parts business differs substantially from the OEM parts business. Unlike the OEM parts business that primarily follows trends in new car production, the automotive aftermarket replacement parts business primarily tends to follow different trends, such as:

• the number of vehicles on the road;

• the average age of vehicles on the road; and

• the total number of miles driven per year.

Seasonality. Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a warm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen such demand. As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.

Inventory Management. We face inventory management issues as a result of overstock returns. We permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. In addition, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season and customers purchasing such inventory have the right to make returns. We accrue for overstock returns as a percentage of sales after giving consideration to recent returns history.

Discounts, Allowances, and Incentives. We offer a variety of usual customer discounts, allowances and incentives. First, we offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. Second, we offer pricing discounts based on volume purchased from us and participation in our cost reduction initiatives. These discounts are principally in the form of “off-invoice” discounts and are immediately deducted from sales at the time of sale. For those customers that choose to receive a payment on a quarterly basis instead of “off-invoice,” we accrue for such payments as the related sales are made and reduce sales accordingly. Finally, rebates and discounts are provided to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided. Management analyzes historical returns, current economic trends, and changes in customer demand when evaluating the adequacy of the sales returns and other allowances. Significant management judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. We account for these discounts and allowances as a reduction to revenues, and record them when sales are recorded.

## Tax Cuts and Jobs Act

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S. Although the majority of the changes resulting from the Act are effective beginning in 2018, U.S. GAAP requires that certain impacts of the Act be recognized in the income tax provision in the period of enactment. In connection with the enactment of the Act, our income tax provision for 2017 included an increase of $17.5 million, reflecting an increase of $16.1 million for the remeasurement of our net deferred tax assets and an increase in tax of $1.4 million due to the deemed repatriation of earnings of our foreign subsidiaries.



As related to the deemed repatriation of earnings of foreign subsidiaries, the Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries. As a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued are now subject to U.S. tax. In accordance with the guidelines provided in the Act, as of December 31, 2017 we have aggregated our estimated foreign earnings and profits, and utilized participating deductions and available foreign tax credits. The gross repatriation tax was $2.3 million, which was offset by $0.9 million of foreign tax credits for a net repatriation tax charge of $1.4 million. The net repatriation tax of $1.4 million was recorded in the fourth quarter of 2017. During 2018, we refined and updated our calculation of the gross repatriation tax to $2.7 million, which was paid to the U.S. Treasury. The difference in the refined and updated repatriation tax and what was previously recorded in 2017 was reflected in the 2018 tax provision. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings indefinitely outside of the U.S., and do not expect to incur any significant additional taxes related to such amounts. In addition, although we believe that the impact of the Act has been properly reflected in our financial statements, the Internal Revenue Service is continuing to issue new regulations for the various provisions of the Act and, therefore, amounts recorded are subject to change.

See Note 19, “Income Taxes,” of the Notes to Consolidated Financial Statements in Item 8 of this Report for additional information.

## Impact of Changes in U.S. Trade Policy

During 2018, changes in U.S. trade policy, particularly as it relates to China, as with much of our industry, have resulted in the assessment of increased tariffs on goods that we import into the United States. Although our operating results in 2018 have been slightly impacted by the timing of Chinese sourced products, we have taken, and continue to take, several actions to mitigate the impact of the increased tariffs, including but not limited to, price increases to our customers. We do not anticipate that the increased tariffs will have a significant impact on our future operating results. Although we are confident that we will be able to pass along the impact of the increased tariffs to our customers, there can be no assurances that we will be able to pass on the entire increased costs imposed by the tariffs.



Sales. Consolidated net sales for 2018 were $1,092 million, a decrease of $24.1 million, or 2.2%, compared to $1,116.1 million in the same period of 2017, with the majority of our net sales to customers located in the United States. Consolidated net sales decreased due to the lower results achieved by our Engine Management Segment.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the years ended December 31, 2018 and 2017 (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Engine Management:</td><td></td><td></td></tr><tr><td>Ignition, Emission Control, Fuel &amp; Safety</td><td></td><td></td></tr><tr><td>Related System Products</td><td>$ 648,270</td><td>$ 657,287</td></tr><tr><td>Wire and Cable</td><td>155,217</td><td>172,126</td></tr><tr><td>Total Engine Management</td><td>803,487</td><td>829,413</td></tr><tr><td>Temperature Control:</td><td></td><td></td></tr><tr><td>Compressors</td><td>148,416</td><td>148,377</td></tr><tr><td>Other Climate Control Parts</td><td>130,040</td><td>130,750</td></tr><tr><td>Total Temperature Control</td><td>278,456</td><td>279,127</td></tr><tr><td>All Other</td><td>10,108</td><td>7,603</td></tr><tr><td>Total</td><td>$ 1,092,051</td><td>$ 1,116,143</td></tr></table>

Engine Management’s net sales decreased $25.9 million, or 3.1%, to $803.5 million for the year ended December 31, 2018. Net sales in ignition, emission control, fuel and safety related system products for the year ended December 31, 2018 were $648.3 million, a decrease of $9 million, or 1.4%, compared to $657.3 million in the same period of 2017. Net sales in the wire and cable product group for the year ended December 31, 2018 were $155.2 million, a decrease of $16.9 million, or 9.8%, compared to $172.1 million in the same period of 2017. Engine Management’s decrease in net sales for the year ended December 31, 2018 compared to the same period in 2017 reflects the impact of large pipeline orders placed in the first half of 2017 by certain customers, who were in the process of increasing the breadth and depth of their inventories. In addition, Engine Management’s year-over-year decrease in net sales reflects the impact of the gradual decline in our wire and cable business, which is an older technology used on fewer cars, and due to the product lifecycle will continue to reduce overall Engine Management net sales. During the third and fourth quarters of 2018, as our customers experienced increases in Engine Management product sell-through, demand for our products in ignition, emission control, fuel and safety related system parts increased, resulting in an increase in Engine Management sales in the third and fourth quarters of 2018 compared to the same period of 2017. More significantly, our customers reported Engine Management POS up approximately 4% in both the 2018 fourth quarter and full year, in line with our long-term forecast.

Temperature Control’s net sales were essentially flat for the year ended December 31, 2018 when compared to the same period in 2017. Net sales in the compressors product group were flat at $148.4 million for each of the years ended December 31, 2018 and 2017. Net sales in other climate control parts for the year ended December 31, 2018 were $130 million, a decrease of $0.8 million, or 0.6%, compared to $130.8 million for the year ended December 31, 2017. Temperature Control’s net sales in 2018 as compared to 2017 reflects the impact of a slow start to the 2018 season, resulting from a mild 2017 summer, higher than normal customer inventory levels going into 2018, and a cool early spring. As weather conditions began to turn warm in mid-May, customer orders strengthened in June and continued throughout the third and fourth quarters of 2018, resulting in strong third and fourth quarter 2018 Temperature Control net sales, as our customers reported Temperature Control POS sales increases in the 6% - 7% range. Demand for our



Temperature Control products may vary significantly with summer weather conditions and customer inventory levels.

Margins. Gross margins, as a percentage of consolidated net sales, decreased to 28.6% for 2018, compared to 29.3% for 2017. The following table summarizes gross margins by segment for the years ended December 31, 2018 and 2017, respectively (in thousands):

<table><tr><td>Year Ended December 31,</td><td>Engine Management</td><td>Temperature Control</td><td>Other</td><td>Total</td></tr><tr><td>2018</td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales (a)</td><td>$ 803,487</td><td>$ 278,456</td><td>$ 10,108</td><td>$1,092,051</td></tr><tr><td>Gross margins</td><td>229,949</td><td>70,561</td><td>12,277</td><td>312,787</td></tr><tr><td>Gross margin percentage</td><td>28.6%</td><td>25.3%</td><td>—%</td><td>28.6%</td></tr><tr><td>2017</td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales (a)</td><td>$ 829,413</td><td>$ 279,127</td><td>$ 7,603</td><td>$1,116,143</td></tr><tr><td>Gross margins</td><td>243,791</td><td>73,254</td><td>9,611</td><td>326,656</td></tr><tr><td>Gross margin percentage</td><td>29.4%</td><td>26.2%</td><td>—%</td><td>29.3%</td></tr></table>

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

Compared to 2017, gross margins at Engine Management decreased 0.8 percentage points from 29.4% to 28.6%, and gross margins at Temperature Control decreased 0.9 percentage points from 26.2% to 25.3%. The gross margin percentage decrease in Engine Management compared to the prior year reflects the impact of product mix, inefficiencies and redundant costs incurred as a result of our various planned production moves, and the slight negative impact caused by the timing of tariffs incurred with Chinese sourced products in 2018. The gross margin percentage decrease in Temperature Control compared to the prior year reflects the impact of product mix, and the impact of unfavorable production variances carried forward from the weak 2017 season.

Selling, General and Administrative Expenses. SG&A expenses increased to $231.3 million, or 21.2% of consolidated net sales in 2018, as compared to $224.2 million, or 20.1% of consolidated net sales in 2017. The $7.1 million increase in SG&A expenses as compared to 2017 is principally due to higher distribution expenses at Temperature Control and higher expenses related to the sale of receivables, offset in part, by lower selling and marketing expenses. The higher than usual distribution expenses at Temperature Control were due to a combination of significant additional labor costs to keep up with the surge in sales in the third and fourth quarters of 2018, as well as start-up costs related to the installation of a new automation project in our distribution center. In 2019, we anticipate lower distribution costs in our Temperature Control segment as the new automation project is optimized.

Restructuring and Integration Expenses. Restructuring and integration expenses were $4.5 million in 2018 compared to restructuring and integration expenses of $6.2 million in 2017. The $1.7 million year-over-year decrease in restructuring and integration expenses reflects the impact of lower expenses incurred in connection with the plant rationalization program that commenced in February 2017, the wire and cable relocation program announced in October 2017, and the Orlando plant rationalization program that commenced in January 2017, all of which were substantially completed as of December 31, 2018, and which more than offset the $1.3 million increase in environmental cleanup costs related to the remediation in connection with the prior closure of our manufacturing operations at our Long Island City, New York location.

Other Income, Net. Other income, net was $4.3 million in 2018 compared to $1.3 million in 2017. The $3 million increase in other income, net as compared to 2017 is principally due to the $3.9 million gain on the December 2018 sale of our property located in Grapevine, Texas offset, in part, by the lower year-over-year deferred gain related to the sale-leaseback of our Long Island City, New York facility. During 2018 and 2017, we recognized $0.2 million and $1 million, respectively, of deferred gain related to the sale-leaseback



of our Long Island City, New York facility. The recognition of the deferred gain related to the sale-leaseback of our Long Island City, New York facility ended in the first quarter of 2018 upon the termination of the initial 10-year lease term for the facility.

Operating Income. Operating income was $81.3 million in 2018, compared to $97.5 million in 2017. The year-over-year decrease in operating income of $16.2 million is the result of the impact of lower consolidated net sales, lower gross margins as a percentage of consolidated net sales and higher SG&A expenses, which more than offset the impact of lower restructuring and integration expenses and higher other income, net.

Other Non-Operating Income (Expense), Net. Other non-operating expense, net was $0.4 million in 2018, compared to other non-operating income, net of $1.3 million in 2017. Included in other non-operating income (expense), net in 2018 and 2017 are noncash impairment charges of approximately $1.7 million and $1.8 million, respectively, related to our minority interest investment in Orange Electronics Co., Ltd. Recognizing that the year-over-year impact of the noncash impairment charges is essentially flat, the year-over-year decline in other non-operating income (expense), net results principally from the unfavorable impact of changes in foreign currency exchange rates, and the year-over-year decline in the actuarial net gain related to our postretirement medical benefit plans. Our postretirement medical benefit plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016.

Interest Expense. Interest expense was $4 million in 2018 compared to $2.3 million in 2017. The year-over-year increase in interest expense reflects the impact of higher year-over-year average interest rates on our revolving credit facility, and higher average outstanding borrowings during 2018 when compared to 2017.

Income Tax Provision. The income tax provision for 2018 was $20 million at an effective tax rate of 26%, compared to $52.8 million at an effective tax rate of 54.8% in 2017. The lower effective tax rate in 2018 compared to 2017 reflects the impact of the Tax Cuts and Jobs Act enacted in the U.S. in December 2017. The enactment of the Tax Cuts and Jobs Act impacted the year-over-year income tax provision and effective tax rate through (1) a reduction in the effective tax rate due to lowering of federal corporate tax rate from 35% to 21%, and (2) an increase in the 2017 income tax provision of $17.5 million resulting from the remeasurement of our deferred tax assets, and the tax on deemed repatriated earnings of our foreign subsidiaries. Excluding the impact of the Tax Cuts and Jobs Act, the income tax provision for 2017 was $35.3 million at an effective tax rate of 36.6%.

Loss from Discontinued Operations. Loss from discontinued operations, net of income tax, reflects information contained in the most recent actuarial studies performed as of August 31, 2018 and revised to reflect events occurring through November 20, 2018, and as of August 31, 2017, other information available and considered by us, and legal expenses associated with our asbestos-related liability. During the years ended December 31, 2018 and 2017, we recorded a loss of $13.9 million and $5.7 million from discontinued operations, respectively. The loss from discontinued operations for 2018 and 2017 includes a $13.6 million and $6 million pre-tax provision, respectively, to increase our indemnity liability in line with the 2018 and 2017 actuarial studies. As discussed more fully in Note 23 in the notes to our consolidated financial statements, we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.



## Comparison of Fiscal Years 2017 and 2016

Sales. Consolidated net sales for 2017 were $1,116.1 million, an increase of $57.6 million, or 5.4%, compared to $1,058.5 million in the same period of 2016, with the majority of our net sales to customers located in the United States. Consolidated net sales increased due to the higher results achieved by our Engine Management Segment.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the years ended December 31, 2017 and 2016 (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">Year Ended December 31,</td></tr><tr><td>2017</td><td>2016</td></tr><tr><td>Engine Management:</td><td></td><td></td></tr><tr><td>Ignition, Emission Control, Fuel &amp; Safety</td><td></td><td></td></tr><tr><td>Related System Products</td><td>$ 657,287</td><td>$ 616,523</td></tr><tr><td>Wire and Cable</td><td>172,126</td><td>149,016</td></tr><tr><td>Total Engine Management</td><td>829,413</td><td>765,539</td></tr><tr><td>Temperature Control:</td><td></td><td></td></tr><tr><td>Compressors</td><td>148,377</td><td>148,623</td></tr><tr><td>Other Climate Control Parts</td><td>130,750</td><td>135,117</td></tr><tr><td>Total Temperature Control</td><td>279,127</td><td>283,740</td></tr><tr><td>All Other</td><td>7,603</td><td>9,203</td></tr><tr><td>Total</td><td>$ 1,116,143</td><td>$ 1,058,482</td></tr></table>

Engine Management’s net sales increased $63.9 million, or 8.3%, to $829.4 million for the year ended December 31, 2017. Net sales in ignition, emission control, fuel and safety related system products for the year ended December 31, 2017 were $657.3 million, an increase of $40.8 million, or 6.6%, compared to $616.5 million in the same period of 2016. Net sales in the wire and cable product group for the year ended December 31, 2017 were $172.1 million, an increase of $23.1 million, or 15.5%, compared to $149 million in the same period of 2016. In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation. Incremental net sales from the acquisition of $38.4 million were included in net sales of the wire and cable product group for the year ended December 31, 2017. Excluding the incremental sales from the acquisition, net sales in the wire and cable product group declined $15.3 million, or 10.3%, and Engine Management net sales increased $25.5 million, or 3.3%, compared to the year ended December 31, 2016, in line with our expectations of low single digit organic growth.

Temperature Control’s net sales decreased $4.6 million, or 1.6%, to $279.1 million for the year ended December 31, 2017. Net sales in the compressors product group for the year ended December 31, 2017 were $148.4 million, a decrease of $0.2 million, or 0.2%, compared to $148.6 million in the same period of 2016. Net sales in other climate control parts for the year ended December 31, 2017 were $130.8 million, a decrease of $4.4 million, or 3.2%, compared to $135.1 million for the year ended December 31, 2016. Temperature Control’s decrease in net sales for the year ended December 31, 2017 of 1.6% reflects the impact of a cool 2017 summer following a very warm 2016, and is slightly better than our customers’ reported year-to-date net sales decrease of 4%. Demand for our Temperature Control products may vary significantly with summer weather conditions and customer inventories.



Gross Margins. Gross margins, as a percentage of consolidated net sales, decreased to 29.3% for 2017, compared to 30.5% for 2016. The following table summarizes gross margins by segment for the years ended December 31, 2017 and 2016, respectively (in thousands):

<table><tr><td>Year Ended December 31,</td><td>Engine Management</td><td>Temperature Control</td><td>Other</td><td>Total</td></tr><tr><td>2017</td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales (a)</td><td>$ 829,413</td><td>$ 279,127</td><td>$ 7,603</td><td>$1,116,143</td></tr><tr><td>Gross margins</td><td>243,791</td><td>73,254</td><td>9,611</td><td>326,656</td></tr><tr><td>Gross margin percentage</td><td>29.4%</td><td>26.2%</td><td>—%</td><td>29.3%</td></tr><tr><td>2016</td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales (a)</td><td>$ 765,539</td><td>$ 283,740</td><td>$ 9,203</td><td>$1,058,482</td></tr><tr><td>Gross margins</td><td>239,710</td><td>72,547</td><td>10,230</td><td>322,487</td></tr><tr><td>Gross margin percentage</td><td>31.3%</td><td>25.6%</td><td>—%</td><td>30.5%</td></tr></table>

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

Compared to 2016, gross margins at Engine Management decreased 1.9 percentage points from 31.3% to 29.4%, and gross margins at Temperature Control increased 0.6 percentage points from 25.6% to 26.2%. The gross margin percentage decrease in Engine Management compared to the prior year reflects inefficiencies and redundant costs incurred during our various planned production moves. The gross margin percentage increase in Temperature Control compared to the prior year resulted primarily from transferring production manufacturing to our lower cost Reynosa, Mexico facility.

Selling, General and Administrative Expenses. SG&A expenses increased to $224.2 million, or 20.1% of consolidated net sales in 2017, as compared to $220.9 million, or 20.9% of consolidated net sales in 2016. The $3.3 million increase in SG&A expenses as compared to 2016 is principally due to higher distribution expenses and higher costs incurred in our accounts receivable factoring program, both of which are associated with increased sales volumes offset, in part, by the benefits from our General Cable integration and lower incentive compensation expenses.

Restructuring and Integration Expenses. Restructuring and integration expenses were $6.2 million in 2017 compared to restructuring and integration expenses of $4 million in 2016. The $2.2 million year-over-year increase in restructuring and integration expenses reflects the impact of the plant rationalization program that commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017.

Other Income, Net. Other income, net was $1.3 million in 2017 compared to $1.2 million in 2016. During 2017 and 2016, we recognized $1 million of deferred gain related to the sale-leaseback of our Long Island City, New York facility.

Operating Income. Operating income was $97.5 million in 2017, compared to $98.8 million in 2016. The year-over-year decrease in operating income of $1.3 million reflects the impact of lower gross margins as a percentage of consolidated net sales, higher SG&A expenses and higher restructuring and integration expenses, which more than offset the impact of higher consolidated net sales.

Other Non-Operating Income, Net. Other non-operating income, net was $1.3 million in both 2017 and 2016. Included in other non-operating income, net in 2017 is a noncash impairment charge of approximately $1.8 million related to our minority interest investment in Orange Electronics Co., Ltd.

Interest Expense. Interest expense was $2.3 million in 2017 compared to $1.6 million in 2016. The year-over-year increase reflects the impact of higher year-over-year average interest rates on our revolving credit facility, and higher average outstanding borrowings during 2017 when compared to 2016.



Income Tax Provision. The income tax provision for 2017 was $52.8 million at an effective tax rate of 54.8%, compared to $36.2 million at an effective tax rate of 36.7% in 2016. During 2017, we recorded an increase of $17.5 million to the income tax provision resulting from the remeasurement of our net deferred tax assets, and the tax on deemed repatriated earnings of our foreign subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act. Excluding the impact of the Tax Cuts and Jobs Act, the income tax provision for 2017 was $35.3 million at an effective tax rate of 36.6%.

Loss from Discontinued Operations. Loss from discontinued operations, net of income tax, reflects information contained in the most recent actuarial studies performed as of August 31, 2017 and 2016, other information available and considered by us, and legal expenses associated with our asbestos-related liability. During 2017 and 2016, we recorded a loss of $5.7 million and $2 million from discontinued operations, respectively. The loss from discontinued operations for 2017 includes a $6 million pre-tax provision reflecting the impact of the results of the August 2017 actuarial study. No adjustment was made in 2016 to our asbestos liability as the difference between the low end of the range in the August 2016 actuarial study and our recorded liability was not material. As discussed more fully in Note 23 in the notes to our consolidated financial statements, we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

## Restructuring and Integration Programs

As of December 31, 2018, the plant rationalization program that commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017 are all substantially completed.

For a detailed discussion on the restructuring and integration costs, see Note 5, “Restructuring and Integration Expense,” of the notes to our consolidated financial statements.

## Liquidity and Capital Resources

Operating Activities. During 2018, cash provided by operating activities was $70.3 million compared to $64.6 million in 2017. The year-over-year increase in operating cash flow is primarily the result of higher net earnings, the year-over-year increase in accounts payable compared to the year-over-year decrease in accounts payable in 2017, the year-over-year increase in sundry payables and accrued expenses compared to the year-over-year decrease in sundry payables and accrued expenses in 2017, and the year-over-year decrease in prepaid expenses and other current assets compared to the year-over-year increase in prepaid expenses and other current assets in 2017 offset, in part, by the larger year-over-year increase in accounts receivable, and the larger year-over-year increase in inventories.

Net earnings during 2018, were $43 million compared to $38 million in 2017. During 2018 (1) the increase in receivables was $13.7 million compared to the year-over-year increase in receivables of $5.1 million in 2017; (2) the increase in inventories was $30.2 million compared to the year-over-year increase in inventories of $13.9 million in 2017; (3) the decrease in prepaid expenses and other current assets was $4.9 million compared to the year-over-year increase in prepaid expenses and other current assets of $4.9 million in 2017; (4) the increase in accounts payable was $16.9 million compared to the year-over-year decrease in accounts payable of $7.2 million in 2017; and (5) the increase in sundry payables and accrued expenses was $8.4 million compared to the year-over-year decrease in sundry payables and accrued expenses of $6 million in 2017. We continue to actively manage our working capital to maximize our operating cash flow.

During 2017, cash provided by operations was $64.6 million, compared to $97.8 million in 2016. During 2017, the year-over-year decrease in operating cash flow is primarily the result of (1) lower net earnings of $38 million compared to net earnings of $60.4 million in 2016, (2) the year-over-year decrease in accounts payable of $7.2 million compared to the year-over-year increase in accounts payable of $7.3 million in 2016; (3) the year-over-year decrease in sundry payables and accrued expenses of $6 million compared to the year-over-year increase in sundry payables and accrued expenses of $21 million in 2016; and (4) the year-over-year increase in prepaid expenses and other current assets of $4.9 million compared to the year-



over-year decrease in prepaid expenses and other current assets of $3.5 million in 2016. Partially offsetting the unfavorable result in operating cash flow was (1) the year-over-year increase in receivables of $5.1 million compared to the year-over-year increase in receivables of $8.8 million in 2016; and (2) the year-over-year increase in inventories of $13.9 million compared to the year-over-year increase in inventories of $20.2 million in 2016. The year-over-year decline in net earnings included a noncash increase in the provision for income taxes of $17.5 million, resulting from the remeasurement of our deferred tax assets of $16.1 million, and an increase in tax of $1.4 million due to the deemed repatriation of earnings of our foreign subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act; while the decrease in sundry payables and accrued expenses reflects the impact of lower year-over-year incentive compensation expenses. We continue to actively manage our working capital to maximize our operating cash flow.

Investing Activities. Cash used in investing activities was $29.9 million in 2018, compared to $31.2 million in 2017 and $88 million in 2016. Investing activities in 2018 consisted of (1) the payment of the third and final contribution of $5.7 million for our November 2017 acquisition of a 50% interest in Foshan FGD SMP Automotive Compressor Co., Ltd., a China-based joint venture that manufactures air conditioning compressors for the automotive aftermarket and the Chinese OE market; (2) the payment of $4.2 million for our 15% increase in equity ownership in Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd., a China-based joint venture that manufactures air conditioner accumulators, filter driers, hose assemblies and switches for the automotive aftermarket and OEM/OES markets; and (3) capital expenditures of $20.1 million.

Cash used in investing activities was $31.2 million in 2017. Investing activities in 2017 consisted of (1) the payment $6.8 million representing the first two contributions of the approximate $12.5 million for our acquisition of a 50% interest in Foshan FGD SMP Automotive Compressor Co., Ltd., a China-based joint venture that manufactures air conditioning compressors for the automotive aftermarket and the Chinese OE market and (2) capital expenditures of $24.4 million.

Cash used in investing activities was $88 million in 2016. Investing activities in 2016 consisted of (1) our acquisition of certain assets and the assumption of certain liabilities of General Cable Corporation’s automotive ignition wire business in North America as well as 100% of the equity interests of a General Cable subsidiary in Nogales, Mexico for $67.3 million, net of cash acquired and (2) capital expenditures of $20.9 million.

Financing Activities. Cash used in financing activities was $46.1 million in 2018, compared to $35.9 million in 2017, and $7.8 million in 2016. During 2018, cash provided by operating activities, along with borrowings under our Polish overdraft facility, net of payments under our capital lease obligations, were used to fund the third and final contribution of our acquisition of a 50% interest in Foshan FGD SMP Automotive Compressor Co., Ltd., fund the 15% increase in equity ownership in Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd., pay down borrowings under our revolving credit facility, purchase shares of our common stock, pay dividends and fund our capital expenditures. During 2018, we increased borrowings under the Polish overdraft facility, net of payments under our capital lease obligations of $1.1 million, paid down borrowings under our revolving credit facility of $13.3 million and made cash payments of $14.9 million for the repurchase of our common stock.

Cash used by finance activities was $35.9 million in 2017. Borrowings under our revolving credit facility and our Polish overdraft facility, along with cash provided by operating activities were used to fund the first two contributions of our acquisition of a 50% interest in Foshan FGD SMP Automotive Compressor Co., Ltd., purchase shares of our common stock, pay dividends and fund our capital expenditures. During 2017, we increased borrowings under our revolving credit facility by $2.2 million; borrowed $4.1 million under the Polish overdraft facility, net of payments under our capital lease obligations; and made cash payments of $24.4 million for the repurchase of our common stock.

Cash used by finance activities was $7.8 million in 2016. Borrowings under our revolving credit facility, along with cash provided by operating activities, were used to fund the acquisition of the North American automotive ignition business of General Cable Corporation, purchase shares of our common stock, pay



dividends and fund capital expenditures. During 2016, we increased borrowings under our revolving credit facility by $7.4 million and made cash payments of $0.4 million for the repurchase of our common stock.

Dividends of $18.9 million, $17.3 million and $15.4 million were paid in 2018, 2017 and 2016, respectively. Quarterly dividends were paid at a rate of $0.21 per share in 2018, $0.19 per share in 2017 and $0.17 per share in 2016. In February 2019, our Board of Directors voted to increase our quarterly dividend from $0.21 per share in 2018 to $0.23 per share in 2019.

## Liquidity

Our primary cash requirements include working capital, capital expenditures, regular quarterly dividends, stock repurchases, principal and interest payments on indebtedness and acquisitions. Our primary sources of funds are ongoing net cash flows from operating activities and availability under our secured revolving credit facility (as detailed below).

In December 2018, we amended our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders. The amended credit agreement provides for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and extends the maturity date to December 2023. The line of credit under the amended agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing. Direct borrowings under the amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option. The amended credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

Borrowings under the amended credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries. Availability under the amended credit agreement is based on a formula of eligible accounts receivable, eligible drafts presented to the banks under our factoring agreements, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the amended credit agreement, there was an additional $203.1 million available for us to borrow pursuant to the formula at December 31, 2018. Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $43.7 million and $57 million at December 31, 2018 and 2017, respectively. Borrowings under the credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

At December 31, 2018, the weighted average interest rate on our amended credit agreement was 3.9%, which consisted of $40 million in direct borrowings at 3.4% and an alternative base rate loan of $3.7 million at 5.8%. At December 31, 2017, the weighted average interest rate on our credit agreement was 2.7%, which consisted of $57 million in direct borrowings. Our average daily alternative base rate loan balance was $1.8 million and $3.8 million during 2018 and 2017, respectively.

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the amended credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters). As of December 31, 2018, we were not subject to these covenants. The amended credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million. Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

Our Polish subsidiary, SMP Poland sp. z.o.o., has entered into an overdraft facility with HSBC Bank Polska S.A. (“HSBC Poland”) for Zloty 30 million (approximately $8 million). The facility, as amended, expires on December 2019. Borrowings under the overdraft facility will bear interest at a rate equal to WIBOR + 0.75% and are guaranteed by Standard Motor Products, Inc., the ultimate parent company. At



December 31, 2018 and 2017, borrowings under the overdraft facility were Zloty 19.9 million (approximately $5.3 million) and Zloty 16.2 million (approximately $4.7 million), respectively.

In order to reduce our accounts receivable balances and improve our cash flow, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt. Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale. As such, these transactions are being accounted for as a sale.

Pursuant to these agreements, we sold $720 million and $780.5 million of receivables for the years ended December 31, 2018 and 2017, respectively, which was reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale. A charge in the amount of $24.4 million, $22.6 million and $19.3 million related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, respectively. If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.

During 2015, our Board of Directors authorized the purchase of up to $20 million of our common stock under stock repurchase programs. Under these programs, during the years ended December 31, 2015 and 2016, we repurchased 551,791 and 10,135 shares of our common stock, respectively, in the open market at a total cost of $19.6 million and $0.4 million, respectively, thereby completing the 2015 Board of Directors' authorizations. Our Board of Directors did not authorize a stock repurchase program in 2016.

During 2017, our Board of Directors authorized the purchase of up to $30 million of our common stock under stock repurchase programs. Under these programs, during the years ended December 31, 2017 and 2018, we repurchased 539,760 and 112,307 shares of our common stock, respectively, in the open market at a total cost of $24.8 million and $5.2 million, respectively, thereby completing the 2017 Board of Directors' authorizations.

In May 2018, our Board of Directors authorized the purchase of up to an additional $20 million of our common stock under a new stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under this program, during the year ended December 31, 2018, we repurchased 201,484 shares of our common stock at a total cost of $9.3 million. As of December 31, 2018, there was approximately $10.7 million available for future stock purchases under the program. During the period from January 1, 2019 through February 15, 2019, we have not repurchased any additional shares of our common stock under the program.

We anticipate that our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements. If material adverse developments were to occur in any of these areas, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay the principal and interest on our indebtedness, or to fund our other liquidity needs. In addition, if we default on any of our indebtedness, or breach any financial covenant in our revolving credit facility, our business could be adversely affected.



The following table summarizes our contractual commitments as of December 31, 2018 and expiration dates of commitments through 2028 (a) (b) (c):

<table><tr><td>(In thousands)</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024-2028</td><td>Total</td></tr><tr><td>Lease obligations</td><td>$ 8,483</td><td>$ 7,382</td><td>$ 6,753</td><td>$ 5,763</td><td>$ 5,278</td><td>$10,590</td><td>$ 44,249</td></tr><tr><td>Postretirement</td><td>39</td><td>36</td><td>32</td><td>29</td><td>25</td><td>76</td><td>237</td></tr><tr><td>Severance payments related to restructuring and integration</td><td>420</td><td>233</td><td>82</td><td>7</td><td>—</td><td>—</td><td>742</td></tr><tr><td>Total commitments</td><td>$ 8,942</td><td>$ 7,651</td><td>$ 6,867</td><td>$ 5,799</td><td>$ 5,303</td><td>$10,666</td><td>$ 45,228</td></tr></table>

(a) Indebtedness under our revolving credit facilities is not included in the table above as it is reported as a current liability in our consolidated balance sheets. As of December 31, 2018, amounts outstanding under our revolving credit facilities were $43.7 million.

(b) We anticipate total aggregate future severance payments of approximately $0.7 million related to the plant rationalization program and the Orlando plant rationalization program. All programs are substantially completed as of December 31, 2018.

(c) Effective January 1, 2019, upon the adoption of ASU 2016-02, Leases, lease obligations will be recorded as a liability on our consolidated balance sheet.

## Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 of the notes to our consolidated financial statements. You should be aware that preparation of our consolidated annual and quarterly financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. We can give no assurance that actual results will not differ from those estimates. Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimate or in the assumptions that we use in calculating the estimate, unforeseen changes in the industry, or business could materially impact the estimate and may have a material adverse effect on our business, financial condition and results of operations.

Revenue Recognition. We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments. We recognize revenues when our performance obligation has been satisfied and the control of products has been transferred to a customer which typically occurs upon shipment. Revenue is measured as the amount of consideration we expect to receive in exchange for the transfer of goods or providing services. The amount of consideration we receive and revenue we recognize depends on the marketing incentives, product warranty and overstock returns we offer to our customers. For certain of our sales of remanufactured products, we also charge our customers a deposit for the return of a used core component which we can use in our future remanufacturing activities. Such deposit is not recognized as revenue at the time of the sale but rather carried as a core liability. At the same time, we estimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory. The liability is extinguished when a core is actually returned to us, or at period end when we estimate and recognize revenue for the core deposits not expected to be returned. We estimate and record provisions for cash discounts, quantity rebates, sales returns and warranties in the period the sale is recorded, based upon our prior experience and current trends. Significant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.



Sales Returns and Other Allowances and Allowance for Doubtful Accounts. Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet industry published specifications and/or the result of installation error. In addition to warranty returns, we also permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency and average cost of the claim and the probability of the customer return. At the same time, we record an estimate of anticipated customer returns as unreturned customer inventory. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims. At December 31, 2018, the allowance for sales returns was $57.4 million.

Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable and analyze historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2018, the allowance for doubtful accounts and for discounts was $5.7 million.

New Customer Acquisition Costs. New customer acquisition costs refer to arrangements pursuant to which we incur change-over costs to induce a new customer to switch from a competitor’s brand. In addition, change-over costs include the costs related to removing the new customer’s inventory and replacing it with our inventory commonly referred to as a stocklift. New customer acquisition costs are recorded as a reduction to revenue when incurred.

Inventory Valuation. Inventories are valued at the lower of cost and net realizable value. Cost is determined on the first-in, first-out basis. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs. Estimates of lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation of the inventory.

We also evaluate inventories on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete, we provide a reserve on the full value of the inventory. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates our estimate of future demand. Future projected demand requires management judgment and is based upon (a) our review of historical trends and (b) our estimate of projected customer specific buying patterns and trends in the industry and markets in which we do business. Using rolling twelve month historical information, we estimate future demand on a continuous basis. As such, the historical volatility of such estimates has been minimal.

We utilize cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, and diesel pumps. The production of air conditioning compressors, diesel injectors, and diesel pumps involves the rebuilding of used cores, which we acquire either in outright purchases from used parts brokers or from returns pursuant to an exchange program with customers. Under such exchange programs, at the time of sale of air conditioning compressors, diesel injectors, and diesel pumps, we estimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory.

In addition, many of our customers can return inventory to us based upon customer warranty and overstock arrangements within customer specific limits. At the time products are sold, we accrue a liability for product warranties and overstock returns and record as unreturned customer inventory our estimate of anticipated customer returns. Estimates are based upon historical information on the nature, frequency and probability of the customer return. Unreturned core, warranty and overstock customer inventory is



recorded at standard cost. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.

Accounting for Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that it is more likely than not that the deferred tax assets will not be recovered, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we must include an expense or recovery, respectively, within the tax provision in the statement of operations.

We maintain valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is warranted, we evaluate factors such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies. We consider all positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. We consider cumulative losses in recent years as well as the impact of one-time events in assessing our pre-tax earnings. Assumptions regarding future taxable income require significant judgment. Our assumptions are consistent with estimates and plans used to manage our business, which includes restructuring and integration initiatives that are expected to generate significant savings in future periods.

The valuation allowance of $0.4 million as of December 31, 2018 is intended to provide for the uncertainty regarding the ultimate realization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. The assessment of the adequacy of our valuation allowance is based on our estimates of taxable income in these jurisdictions and the period over which our deferred tax assets will be recoverable. Based on these considerations, we believe it is more likely than not that we will realize the benefit of the net deferred tax asset of $42.3 million as of December 31, 2018, which is net of the remaining valuation allowance.

In the event that actual results differ from these estimates, or we adjust these estimates in future periods for current trends or expected changes in our estimating assumptions, we may need to modify the level of the valuation allowance which could materially impact our business, financial condition and results of operations.

In accordance with generally accepted accounting practices, we recognize in our financial statements only those tax positions that meet the more-likely-than-not recognition threshold. We establish tax reserves for uncertain tax positions that do not meet this threshold. During the years ended December 31, 2018, 2017 and 2016, we did not establish a liability for uncertain tax positions. Penalties and interest associated with income tax matters are included in the provision for income taxes in our consolidated statement of operations.

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (“the Act”), which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S. For a discussion of the impact of the Act on our consolidated financial statements, see Note 19, “Income Taxes,” of the notes to our consolidated financial statements.

Valuation of Long-Lived and Intangible Assets and Goodwill. At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consists of customer relationships, trademarks and trade names, patents and non-compete agreements. The fair values of these intangible assets are estimated based on our assessment. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill and certain other intangible assets having indefinite lives are not amortized to earnings, but instead are subject to periodic testing for



impairment. Intangible assets determined to have definite lives are amortized over their remaining useful lives.

We assess the impairment of long-lived assets, identifiable intangibles assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. With respect to goodwill and identifiable intangible assets having indefinite lives, we test for impairment on an annual basis or in interim periods if an event occurs or circumstances change that may indicate the fair value is below its carrying amount. Factors we consider important, which could trigger an impairment review, include the following: (a) significant underperformance relative to expected historical or projected future operating results; (b) significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and (c) significant negative industry or economic trends. We review the fair values using the discounted cash flows method and market multiples.

When performing our evaluation of goodwill for impairment, if we conclude qualitatively that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, than the two-step impairment test is not required. If we are unable to reach this conclusion, then we would perform the two-step impairment test. Initially, the fair value of the reporting unit is compared to its carrying amount. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; we are required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired. In this step, we compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill and recognize a charge for impairment to the extent the carrying value exceeds the implied fair value. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. In addition, identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology similar with that used to evaluate goodwill.

Intangible assets having definite lives and other long-lived assets are reviewed for impairment whenever events such as product discontinuance, plant closures, product dispositions or other changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets' fair value and their carrying value.

There are inherent assumptions and estimates used in developing future cash flows requiring our judgment in applying these assumptions and estimates to the analysis of identifiable intangibles and long-lived asset impairment including projecting revenues, interest rates, tax rates and the cost of capital. Many of the factors used in assessing fair value are outside our control and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments. In the event our planning assumptions were modified resulting in impairment to our assets, we would be required to include an expense in our statement of operations, which could materially impact our business, financial condition and results of operations.

Share-Based Compensation. The provisions of FASB ASC 718, Stock Compensation, require the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the grant date. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service periods in our condensed consolidated statement of operations. Forfeitures are estimated at the time of grant based on historical trends in order to estimate the amount of share-based awards that will ultimately vest. We monitor actual forfeitures for any subsequent adjustment to forfeiture rates.

Environmental Reserves. We are subject to various U.S. Federal, state and local environmental laws and regulations and are involved in certain environmental remediation efforts. We estimate and accrue our liabilities resulting from such matters based upon a variety of factors including the assessments of environmental engineers and consultants who provide estimates of potential liabilities and remediation costs.



Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years. Potential recoveries from insurers or other third parties of environmental remediation liabilities are recognized independently from the recorded liability, and any asset related to the recovery will be recognized only when the realization of the claim for recovery is deemed probable.

Asbestos Litigation. In evaluating our potential asbestos-related liability, we use an actuarial study that is prepared by a leading actuarial firm with expertise in assessing asbestos-related liabilities. We evaluate the estimate of the range of undiscounted liability to determine which amount to accrue. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required. Legal costs are expensed as incurred. We will continue to perform an annual actuarial analysis during the third quarter of each year for the foreseeable future, and whenever events or changes in circumstances indicate that additional provisions may be necessary. Based on the actuarial studies and all other available information, we will continue to reassess the recorded liability and, if deemed necessary, record an adjustment to the reserve, which will be reflected as a loss or gain from discontinued operations. See Note 23, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements in Item 8 of this Report for additional information.

Other Loss Reserves. We have other loss exposures, for such matters as legal claims and legal proceedings. Establishing loss reserves for these matters requires estimates, judgment of risk exposure, and ultimate liability. We record provisions when the liability is considered probable and reasonably estimable. Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated. As additional information becomes available, we reassess our potential liability related to these matters. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.

## Recently Issued Accounting Pronouncements

For a detailed discussion on recently issued accounting pronouncements and their impact on our consolidated financial statements, see Note 1, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Item 8 of this Report.



## ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

## Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk, primarily related to foreign currency exchange and interest rates. These exposures are actively monitored by management. Our exposure to foreign exchange rate risk is due to certain costs, revenues and borrowings being denominated in currencies other than one of our subsidiary’s functional currency. Similarly, we are exposed to market risk as the result of changes in interest rates, which may affect the cost of our financing. It is our policy and practice to use derivative financial instruments only to the extent necessary to manage exposures. We do not hold or issue derivative financial instruments for trading or speculative purposes. As of December 31, 2018, we did not have any derivative financial instruments.

## Exchange Rate Risk

We have exchange rate exposure, primarily, with respect to the Canadian Dollar, the Euro, the British Pound, the Polish Zloty, the Mexican Peso, the Taiwan Dollar, the Chinese Yuan Renminbi and the Hong Kong Dollar. As of December 31, 2018, our monetary assets and liabilities which are subject to this exposure are immaterial, therefore, the potential immediate loss to us that would result from a hypothetical 10% change in foreign currency exchange rates would not be expected to have a material impact on our earnings or cash flows. This sensitivity analysis assumes an unfavorable 10% fluctuation in the exchange rates affecting the foreign currencies in which monetary assets and liabilities are denominated and does not take into account the incremental effect of such a change on our foreign currency denominated revenues.

## Interest Rate Risk

We manage our exposure to interest rate risk through the proportion of fixed rate debt and variable rate debt in our debt portfolio. To manage a portion of our exposure to interest rate changes, we have in the past entered into interest rate swap agreements. We invest our excess cash in highly liquid short-term investments. Substantially all of our debt is variable rate debt as of December 31, 2018 and 2017. Depending upon the level of borrowings under our revolving credit facility and our Polish overdraft facility, and our excess cash, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate may have an approximate $0.6 million negative impact on our earnings or cash flows.

In addition, from time to time, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt. During the year ended December 31, 2018, we sold $720 million of receivables. Depending upon the level of sales of receivables pursuant these agreements, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the margin rate may have an approximate $7.2 million negative impact on our earnings or cash flows. The charge related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations.



## ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page No.
Management’s Report on Internal Control over Financial Reporting.....46
Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting.....47
Report of Independent Registered Public Accounting Firm—Consolidated Financial Statements.....49
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016.....50
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 .....51
Consolidated Balance Sheets as of December 31, 2018 and 2017.....52
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.....53
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016.....54
Notes to Consolidated Financial Statements.....55



# MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders of

Standard Motor Products, Inc. and Subsidiaries:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control - Integrated Framework. Based on our assessment using those criteria, we concluded that, as of December 31, 2018, our internal control over financial reporting is effective.

Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements as of and for the year ended December 31, 2018 and has also audited the effectiveness of our internal control over financial reporting as of December 31, 2018. KPMG’s report appears on the following pages of this “Item 8. Financial Statements and Supplementary Data.”



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board of Directors
Standard Motor Products, Inc. and Subsidiaries:

## Opinion on Internal Control Over Financial Reporting

We have audited Standard Motor Products, Inc.’s and subsidiaries (the “Company”) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement Schedule II, Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 20, 2019 expressed an unqualified opinion on those consolidated financial statements.

## Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

## Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

New York, New York

February 20, 2019



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – CONSOLIDATED FINANCIAL STATEMENTS

To the Stockholders and Board of Directors
Standard Motor Products, Inc. and Subsidiaries:

## Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Standard Motor Products, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement Schedule II, Valuation and Qualifying Accounts (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

## Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

## /s/ KPMG LLP

We have served as the Company’s auditor since 2010.

New York, New York
February 20, 2019



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<table><tr><td rowspan="3"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td colspan="3">(Dollars in thousands, except share and per share data)</td></tr><tr><td>Net sales</td><td>$ 1,092,051</td><td>$ 1,116,143</td><td>$ 1,058,482</td></tr><tr><td>Cost of sales</td><td>779,264</td><td>789,487</td><td>735,995</td></tr><tr><td>Gross profit</td><td>312,787</td><td>326,656</td><td>322,487</td></tr><tr><td>Selling, general and administrative expenses</td><td>231,336</td><td>224,237</td><td>220,936</td></tr><tr><td>Restructuring and integration expenses</td><td>4,510</td><td>6,173</td><td>3,957</td></tr><tr><td>Other income, net</td><td>4,327</td><td>1,275</td><td>1,195</td></tr><tr><td>Operating income</td><td>81,268</td><td>97,521</td><td>98,789</td></tr><tr><td>Other non-operating income (expense), net</td><td>(411)</td><td>1,250</td><td>1,337</td></tr><tr><td>Interest expense</td><td>4,026</td><td>2,329</td><td>1,556</td></tr><tr><td>Earnings from continuing operations before taxes</td><td>76,831</td><td>96,442</td><td>98,570</td></tr><tr><td>Provision for income taxes</td><td>19,977</td><td>52,812</td><td>36,158</td></tr><tr><td>Earnings from continuing operations</td><td>56,854</td><td>43,630</td><td>62,412</td></tr><tr><td>Loss from discontinued operations, net of income tax benefit of $4,866, $3,769 and $1,322</td><td>(13,851)</td><td>(5,654)</td><td>(1,982)</td></tr><tr><td>Net earnings</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td></tr><tr><td>Net earnings per common share - Basic:</td><td></td><td></td><td></td></tr><tr><td>Earnings from continuing operations</td><td>$ 2.53</td><td>$ 1.92</td><td>$ 2.75</td></tr><tr><td>Discontinued operations</td><td>(0.62)</td><td>(0.25)</td><td>(0.09)</td></tr><tr><td>Net earnings per common share - Basic</td><td>$ 1.91</td><td>$ 1.67</td><td>$ 2.66</td></tr><tr><td>Net earnings per common share - Diluted:</td><td></td><td></td><td></td></tr><tr><td>Earnings from continuing operations</td><td>$ 2.48</td><td>$ 1.88</td><td>$ 2.70</td></tr><tr><td>Discontinued operations</td><td>(0.60)</td><td>(0.24)</td><td>(0.08)</td></tr><tr><td>Net earnings per common share - Diluted</td><td>$ 1.88</td><td>$ 1.64</td><td>$ 2.62</td></tr><tr><td>Dividends declared per share</td><td>$ 0.84</td><td>$ 0.76</td><td>$ 0.68</td></tr><tr><td>Average number of common shares</td><td>22,456,480</td><td>22,726,491</td><td>22,722,517</td></tr><tr><td>Average number of common shares and dilutive common shares</td><td>22,931,723</td><td>23,198,392</td><td>23,082,578</td></tr></table>

See accompanying notes to consolidated financial statements.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2018</td><td colspan="2">2017 (In thousands)</td><td>2016</td></tr><tr><td>Net earnings</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td><td></td></tr><tr><td>Other comprehensive income (loss), net of tax:</td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency translation adjustments</td><td>(5,473)</td><td>7,027</td><td>(5,294)</td><td></td></tr><tr><td>Pension and postretirement plans:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amortization of:</td><td></td><td></td><td></td><td></td></tr><tr><td>Prior service benefit</td><td>—</td><td>—</td><td>(54)</td><td></td></tr><tr><td>Unrecognized (gain) loss</td><td>(268)</td><td>(661)</td><td>763</td><td></td></tr><tr><td>Unrecognized actuarial gains</td><td>247</td><td>481</td><td>542</td><td></td></tr><tr><td>Foreign currency exchange rate changes</td><td>—</td><td>—</td><td>3</td><td></td></tr><tr><td>Income tax related to pension and postretirement plans</td><td>9</td><td>72</td><td>(514)</td><td></td></tr><tr><td>Pension and postretirement plans, net of tax</td><td>(12)</td><td>(108)</td><td>740</td><td></td></tr><tr><td>Total other comprehensive income (loss), net of tax</td><td>(5,485)</td><td>6,919</td><td>(4,554)</td><td></td></tr><tr><td>Comprehensive income</td><td>$ 37,518</td><td>$ 44,895</td><td>$ 55,876</td><td></td></tr></table>

See accompanying notes to consolidated financial statements.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td colspan="2">(Dollars in thousands, except share data)</td></tr><tr><td>ASSETS</td><td></td><td></td></tr><tr><td>CURRENT ASSETS:</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 11,138</td><td>$ 17,323</td></tr><tr><td>Accounts receivable, less allowances for discounts and doubtful accounts of $5,687 and $4,967 in 2018 and 2017, respectively</td><td>157,535</td><td>140,057</td></tr><tr><td>Inventories</td><td>349,811</td><td>326,411</td></tr><tr><td>Unreturned customer inventories</td><td>20,484</td><td>—</td></tr><tr><td>Prepaid expenses and other current assets</td><td>7,256</td><td>12,300</td></tr><tr><td>Total current assets</td><td>546,224</td><td>496,091</td></tr><tr><td>Property, plant and equipment, net</td><td>90,754</td><td>89,103</td></tr><tr><td>Goodwill</td><td>67,321</td><td>67,413</td></tr><tr><td>Other intangibles, net</td><td>48,411</td><td>56,261</td></tr><tr><td>Deferred incomes taxes</td><td>42,334</td><td>32,420</td></tr><tr><td>Investments in unconsolidated affiliates</td><td>32,469</td><td>31,184</td></tr><tr><td>Other assets</td><td>15,619</td><td>15,095</td></tr><tr><td>Total assets</td><td>$ 843,132</td><td>$ 787,567</td></tr><tr><td>LIABILITIES AND STOCKHOLDERS&#x27; EQUITY</td><td></td><td></td></tr><tr><td>CURRENT LIABILITIES:</td><td></td><td></td></tr><tr><td>Notes payable</td><td>$ 43,689</td><td>$ 57,000</td></tr><tr><td>Current portion of other debt</td><td>5,377</td><td>4,699</td></tr><tr><td>Accounts payable</td><td>94,357</td><td>77,990</td></tr><tr><td>Sundry payables and accrued expenses</td><td>31,033</td><td>40,012</td></tr><tr><td>Accrued customer returns</td><td>57,433</td><td>35,916</td></tr><tr><td>Accrued core liability</td><td>31,263</td><td>11,899</td></tr><tr><td>Accrued rebates</td><td>28,870</td><td>35,346</td></tr><tr><td>Payroll and commissions</td><td>20,564</td><td>23,035</td></tr><tr><td>Total current liabilities</td><td>312,586</td><td>285,897</td></tr><tr><td>Long-term debt</td><td>153</td><td>79</td></tr><tr><td>Other accrued liabilities</td><td>18,075</td><td>14,561</td></tr><tr><td>Accrued asbestos liabilities</td><td>45,117</td><td>33,376</td></tr><tr><td>Total liabilities</td><td>375,931</td><td>333,913</td></tr><tr><td>Commitments and contingencies</td><td></td><td></td></tr><tr><td>Stockholders&#x27; equity:</td><td></td><td></td></tr><tr><td>Common Stock - par value $2.00 per share:</td><td></td><td></td></tr><tr><td>Authorized 30,000,000 shares, issued 23,936,036 shares</td><td>47,872</td><td>47,872</td></tr><tr><td>Capital in excess of par value</td><td>102,470</td><td>100,057</td></tr><tr><td>Retained earnings</td><td>380,113</td><td>357,153</td></tr><tr><td>Accumulated other comprehensive income</td><td>(9,594)</td><td>(4,109)</td></tr><tr><td>Treasury stock - at cost (1,503,284 shares and 1,424,025 shares in 2018 and 2017, respectively)</td><td>(53,660)</td><td>(47,319)</td></tr><tr><td>Total stockholders&#x27; equity</td><td>467,201</td><td>453,654</td></tr><tr><td>Total liabilities and stockholders&#x27; equity</td><td>$ 843,132</td><td>$ 787,567</td></tr></table>

See accompanying notes to consolidated financial statements.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017
(In thousands)</td><td>2016</td></tr><tr><td>CASH FLOWS FROM OPERATING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Net earnings</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td></tr><tr><td>Adjustments to reconcile net earnings to net cash provided by operating activities:</td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>24,104</td><td>23,916</td><td>20,457</td></tr><tr><td>Amortization of deferred financing cost</td><td>333</td><td>343</td><td>346</td></tr><tr><td>Increase to allowance for doubtful accounts</td><td>330</td><td>972</td><td>210</td></tr><tr><td>Increase to inventory reserves</td><td>3,978</td><td>3,300</td><td>5,371</td></tr><tr><td>Amortization of deferred gain on sale of buildings</td><td>(218)</td><td>(1,048)</td><td>(1,048)</td></tr><tr><td>Gain on sale of property, plant and equipment</td><td>(3,997)</td><td>(15)</td><td>(7)</td></tr><tr><td>Equity (income) loss from joint ventures</td><td>768</td><td>602</td><td>(2,029)</td></tr><tr><td>Employee Stock Ownership Plan allocation</td><td>2,557</td><td>2,159</td><td>2,021</td></tr><tr><td>Stock-based compensation</td><td>7,998</td><td>7,638</td><td>6,127</td></tr><tr><td>Excess tax benefits related to exercise of employee stock grants</td><td>—</td><td>—</td><td>(849)</td></tr><tr><td>(Increase) decrease in deferred income taxes</td><td>(10,046)</td><td>19,059</td><td>(691)</td></tr><tr><td>Increase (decrease) in tax valuation allowance</td><td>22</td><td>(128)</td><td>65</td></tr><tr><td>Loss on discontinued operations, net of tax</td><td>13,851</td><td>5,654</td><td>1,982</td></tr><tr><td>Change in assets and liabilities:</td><td></td><td></td><td></td></tr><tr><td>Increase in accounts receivable</td><td>(13,699)</td><td>(5,100)</td><td>(8,826)</td></tr><tr><td>Increase in inventories</td><td>(30,199)</td><td>(13,901)</td><td>(20,155)</td></tr><tr><td>(Increase) decrease in prepaid expenses and other current assets</td><td>4,926</td><td>(4,869)</td><td>3,475</td></tr><tr><td>Increase (decrease) in accounts payable</td><td>16,894</td><td>(7,186)</td><td>7,345</td></tr><tr><td>Increase (decrease) in sundry payables and accrued expenses</td><td>8,407</td><td>(6,015)</td><td>20,990</td></tr><tr><td>Net changes in other assets and liabilities</td><td>1,246</td><td>1,260</td><td>2,591</td></tr><tr><td>Net cash provided by operating activities</td><td>70,258</td><td>64,617</td><td>97,805</td></tr><tr><td>CASH FLOWS FROM INVESTING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Acquisitions of and investments in businesses</td><td>(9,852)</td><td>(6,808)</td><td>(67,289)</td></tr><tr><td>Capital expenditures</td><td>(20,141)</td><td>(24,442)</td><td>(20,921)</td></tr><tr><td>Other investing activities</td><td>107</td><td>22</td><td>192</td></tr><tr><td>Net cash used in investing activities</td><td>(29,886)</td><td>(31,228)</td><td>(88,018)</td></tr><tr><td>CASH FLOWS FROM FINANCING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Net borrowings (repayments) under line-of-credit agreements</td><td>(13,311)</td><td>2,188</td><td>7,384</td></tr><tr><td>Net borrowings of other debt and capital lease obligations</td><td>1,115</td><td>4,065</td><td>89</td></tr><tr><td>Purchase of treasury stock</td><td>(14,886)</td><td>(24,376)</td><td>(377)</td></tr><tr><td>Increase (decrease) in overdraft balances</td><td>275</td><td>(534)</td><td>(254)</td></tr><tr><td>Payments of debt issuance costs</td><td>(460)</td><td>—</td><td>—</td></tr><tr><td>Excess tax benefits related to the exercise of employee stock grants</td><td>—</td><td>—</td><td>849</td></tr><tr><td>Dividends paid</td><td>(18,854)</td><td>(17,287)</td><td>(15,447)</td></tr><tr><td>Net cash used in financing activities</td><td>(46,121)</td><td>(35,944)</td><td>(7,756)</td></tr><tr><td>Effect of exchange rate changes on cash</td><td>(436)</td><td>82</td><td>(1,035)</td></tr><tr><td>Net increase (decrease) in cash and cash equivalents</td><td>(6,185)</td><td>(2,473)</td><td>996</td></tr><tr><td>CASH AND CASH EQUIVALENTS at beginning of year</td><td>17,323</td><td>19,796</td><td>18,800</td></tr><tr><td>CASH AND CASH EQUIVALENTS at end of year</td><td>$ 11,138</td><td>$ 17,323</td><td>$ 19,796</td></tr><tr><td>Supplemental disclosure of cash flow information:</td><td></td><td></td><td></td></tr><tr><td>Cash paid during the year for:</td><td></td><td></td><td></td></tr><tr><td>Interest</td><td>$ 3,738</td><td>$ 1,944</td><td>$ 1,207</td></tr><tr><td>Income taxes</td><td>$ 15,353</td><td>$ 34,543</td><td>$ 32,505</td></tr><tr><td>Noncash investing activity:</td><td></td><td></td><td></td></tr><tr><td>Accrual for final contribution of acquired investment</td><td>$ —</td><td>$ 5,740</td><td>$ —</td></tr><tr><td>Receivable related to net proceeds from sale of Grapevine, Texas facility</td><td>$ 4,801</td><td>$ —</td><td>$ —</td></tr></table>

See accompanying notes to consolidated financial statements.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 2018, 2017 and 2016

<table><tr><td></td><td>Common Stock</td><td>Capital in Excess of Par Value</td><td>Retained Earnings</td><td>Accumulated Other Comprehensive Income</td><td>Treasury Stock</td><td>Total</td></tr><tr><td>(In thousands)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>BALANCE AT DECEMBER 31, 2015</td><td>$ 47,872</td><td>$ 93,247</td><td>$ 291,481</td><td>$ (6,474)</td><td>$ (34,147)</td><td>$ 391,979</td></tr><tr><td>Net earnings</td><td>—</td><td>—</td><td>60,430</td><td>—</td><td>—</td><td>60,430</td></tr><tr><td>Other comprehensive loss, net of tax</td><td>—</td><td>—</td><td>—</td><td>(4,554)</td><td>—</td><td>(4,554)</td></tr><tr><td>Cash dividends paid ($0.68 per share)</td><td>—</td><td>—</td><td>(15,447)</td><td>—</td><td>—</td><td>(15,447)</td></tr><tr><td>Purchase of treasury stock</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(377)</td><td>(377)</td></tr><tr><td>Stock-based compensation and related tax benefits</td><td>—</td><td>3,148</td><td>—</td><td>—</td><td>3,828</td><td>6,976</td></tr><tr><td>Employee Stock Ownership Plan</td><td>—</td><td>455</td><td>—</td><td>—</td><td>1,566</td><td>2,021</td></tr><tr><td>BALANCE AT DECEMBER 31, 2016</td><td>47,872</td><td>96,850</td><td>336,464</td><td>(11,028)</td><td>(29,130)</td><td>441,028</td></tr><tr><td>Net earnings</td><td>—</td><td>—</td><td>37,976</td><td>—</td><td>—</td><td>37,976</td></tr><tr><td>Other comprehensive income, net of tax</td><td>—</td><td>—</td><td>—</td><td>6,919</td><td>—</td><td>6,919</td></tr><tr><td>Cash dividends paid ($0.76 per share)</td><td>—</td><td>—</td><td>(17,287)</td><td>—</td><td>—</td><td>(17,287)</td></tr><tr><td>Purchase of treasury stock</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(24,779)</td><td>(24,779)</td></tr><tr><td>Stock-based compensation</td><td>—</td><td>2,193</td><td>—</td><td>—</td><td>5,445</td><td>7,638</td></tr><tr><td>Employee Stock Ownership Plan</td><td>—</td><td>1,014</td><td>—</td><td>—</td><td>1,145</td><td>2,159</td></tr><tr><td>BALANCE AT DECEMBER 31, 2017</td><td>47,872</td><td>100,057</td><td>357,153</td><td>(4,109)</td><td>(47,319)</td><td>453,654</td></tr><tr><td>Cumulative effect adjustment (Note 1)</td><td>—</td><td>—</td><td>(1,189)</td><td>—</td><td>—</td><td>(1,189)</td></tr><tr><td>Net earnings</td><td>—</td><td>—</td><td>43,003</td><td>—</td><td>—</td><td>43,003</td></tr><tr><td>Other comprehensive loss, net of tax</td><td>—</td><td>—</td><td>—</td><td>(5,485)</td><td>—</td><td>(5,485)</td></tr><tr><td>Cash dividends paid ($0.84 per share)</td><td>—</td><td>—</td><td>(18,854)</td><td>—</td><td>—</td><td>(18,854)</td></tr><tr><td>Purchase of treasury stock</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(14,483)</td><td>(14,483)</td></tr><tr><td>Stock-based compensation</td><td>—</td><td>1,648</td><td>—</td><td>—</td><td>6,350</td><td>7,998</td></tr><tr><td>Employee Stock Ownership Plan</td><td>—</td><td>765</td><td>—</td><td>—</td><td>1,792</td><td>2,557</td></tr><tr><td>BALANCE AT DECEMBER 31, 2018</td><td>$ 47,872</td><td>$ 102,470</td><td>$ 380,113</td><td>$ (9,594)</td><td>$ (53,660)</td><td>$ 467,201</td></tr></table>

See accompanying notes to consolidated financial statements.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. Summary of Significant Accounting Policies

## Principles of Consolidation

Standard Motor Products, Inc. and subsidiaries (referred to hereinafter in these notes to the consolidated financial statements as “we,” “us,” “our” or the “Company”) is engaged in the manufacture and distribution of replacement parts for motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment service market. The consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership, except in instances where the minority shareholder maintains substantive participating rights, in which case we follow the equity method of accounting. Investments in unconsolidated affiliates are accounted for on the equity method, as we do not have a controlling financial interest but have the ability to exercise significant influence. All significant inter-company items have been eliminated.

## Use of Estimates

In conformity with generally accepted accounting principles, we have made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements. Some of the more significant estimates include allowances for doubtful accounts, cash discounts, valuation of inventory, valuation of long-lived assets, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability exposures, asbestos, environmental and litigation matters, valuation of deferred tax assets, share based compensation and sales returns and other allowances. We can give no assurances that actual results will not differ from those estimates. Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimate or in the assumptions that we use in calculating the estimate, unforeseen changes in the industry, or business could materially impact the estimate and may have a material adverse effect on our business, financial condition and results of operations.

## Reclassification

Certain prior period amounts in the accompanying consolidated financial statements and related notes have been reclassified to conform to the 2018 presentation.

## Cash and Cash Equivalents

We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

## Allowance for Doubtful Accounts and Cash Discounts

We do not generally require collateral for our trade accounts receivable. Accounts receivable have been reduced by an allowance for amounts that may become uncollectible in the future. These allowances are established based on a combination of write-off history, aging analysis, and specific account evaluations. When a receivable balance is known to be uncollectible, it is written off against the allowance for doubtful accounts. Cash discounts are provided based on an overall average experience rate applied to qualifying accounts receivable balances.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## Inventories

Inventories are valued at the lower of cost and net realizable value. Cost is determined on the first-in first-out basis. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs. Estimates of lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation of the inventory.

We also evaluate inventories on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete, we provide a reserve on the full value of the inventory. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates our estimate of future demand. Future projected demand requires management judgment and is based upon (a) our review of historical trends and (b) our estimate of projected customer specific buying patterns and trends in the industry and markets in which we do business. Using rolling twelve month historical information, we estimate future demand on a continuous basis. As such, the historical volatility of such estimates has been minimal. We maintain provisions for inventory reserves of $44 million and $41.5 million as of December 31, 2018 and 2017, respectively.

We utilize cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, and diesel pumps. The production of air conditioning compressors, diesel injectors, and diesel pumps involves the rebuilding of used cores, which we acquire either in outright purchases from used parts brokers, or from returns pursuant to an exchange program with customers. Under such exchange programs, at the time of sale of air conditioning compressors, diesel injectors, and diesel pumps, we estimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory.

In addition, many of our customers can return inventory to us based upon customer warranty and overstock arrangements within customer specific limits. At the time products are sold, we accrue a liability for product warranties and overstock returns and record as unreturned customer inventory our estimate of anticipated customer returns. Estimates are based upon historical information on the nature, frequency and probability of the customer return. Unreturned core, warranty and overstock customer inventory is recorded at standard cost. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.

## Property, Plant and Equipment

These assets are recorded at historical cost and are depreciated using the straight-line method of depreciation over the estimated useful lives as follows:

<table><tr><td></td><td>Estimated Life</td></tr><tr><td>Buildings</td><td>25 to 33-1/2 years</td></tr><tr><td>Building improvements</td><td>10 to 25 years</td></tr><tr><td>Machinery and equipment</td><td>5 to 12 years</td></tr><tr><td>Tools, dies and auxiliary equipment</td><td>3 to 8 years</td></tr><tr><td>Furniture and fixtures</td><td>3 to 12 years</td></tr></table>

Leasehold improvements are depreciated over the shorter of the estimated useful life or the term of the lease. Costs related to maintenance and repairs which do not prolong the assets useful lives are expensed as incurred. We assess our property, plant and equipment to be held and used for impairment when indicators are present that the carrying value may not be recoverable.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## Valuation of Long-Lived and Intangible Assets and Goodwill

At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consists of customer relationships, trademarks and trade names, patents and non-compete agreements. The fair values of these intangible assets are estimated based on our assessment. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill and certain other intangible assets having indefinite lives are not amortized to earnings, but instead are subject to periodic testing for impairment. Intangible assets determined to have definite lives are amortized over their remaining useful lives.

We assess the impairment of long-lived assets, identifiable intangibles assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. With respect to goodwill and identifiable intangible assets having indefinite lives, we test for impairment on an annual basis or in interim periods if an event occurs or circumstances change that may indicate the fair value is below its carrying amount. Factors we consider important, which could trigger an impairment review, include the following: (a) significant underperformance relative to expected historical or projected future operating results; (b) significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and (c) significant negative industry or economic trends. We review the fair values using the discounted cash flows method and market multiples.

When performing our evaluation of goodwill for impairment, if we conclude qualitatively that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is not required. If we are unable to reach this conclusion, then we would perform the two-step impairment test. Initially, the fair value of the reporting unit is compared to its carrying amount. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; we are required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired. In this step, we compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill and recognize a charge for impairment to the extent the carrying value exceeds the implied fair value. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. In addition, identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology similar with that used to evaluate goodwill.

Intangible assets having definite lives and other long-lived assets are reviewed for impairment whenever events such as product discontinuance, plant closures, product dispositions or other changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets fair value and their carrying value.

There are inherent assumptions and estimates used in developing future cash flows requiring our judgment in applying these assumptions and estimates to the analysis of identifiable intangibles and long-lived asset impairment including projecting revenues, interest rates, tax rates and the cost of capital. Many of the factors used in assessing fair value are outside our control and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments. In the event our planning assumptions were modified resulting in impairment to our assets, we would be required to include an expense in our statement of operations, which could materially impact our business, financial condition and results of operations.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## Foreign Currency Translation

Assets and liabilities of our foreign operations are translated into U.S. dollars at year-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the year. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) and remains there until the underlying foreign operation is liquidated or substantially disposed of. Foreign currency transaction gains or losses are recorded in the statement of operations under the caption “other non-operating income (expense), net.”

## Revenue Recognition

We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments. We recognize revenues when our performance obligation has been satisfied and the control of products has been transferred to a customer which typically occurs upon shipment. Revenue is measured as the amount of consideration we expect to receive in exchange for the transfer of goods or providing services. The amount of consideration we receive and revenue we recognize depends on the marketing incentives, product warranty and overstock returns we offer to our customers. For certain of our sales of remanufactured products, we also charge our customers a deposit for the return of a used core component which we can use in our future remanufacturing activities. Such deposit is not recognized as revenue at the time of the sale but rather carried as a core liability. At the same time, we estimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory. The liability is extinguished when a core is actually returned to us, or at period end when we estimate and recognize revenue for the core deposits not expected to be returned. We estimate and record provisions for cash discounts, quantity rebates, sales returns and warranties in the period the sale is recorded, based upon our prior experience and current trends. Significant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.

## Product Warranty and Overstock Returns

Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet industry published specifications and/or the result of installation error. In addition to warranty returns, we also permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency and average cost of the claim and the probability of the customer return. At the same time, we record an estimate of anticipated customer returns as unreturned customer inventory. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.

## New Customer Acquisition Costs

New customer acquisition costs refer to arrangements pursuant to which we incur change-over costs to induce a new customer to switch from a competitor’s brand. In addition, change-over costs include the costs related to removing the new customer’s inventory and replacing it with our inventory commonly referred to as a stocklift. New customer acquisition costs are recorded as a reduction to revenue when incurred.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## Selling, General and Administration Expenses

Selling, general and administration expenses include shipping costs and advertising, which are expensed as incurred. Shipping and handling charges, as well as freight to customers, are included in distribution expenses as part of selling, general and administration expenses.

## Deferred Financing Costs

Deferred financing costs represent costs incurred in conjunction with our debt financing activities. Deferred financing costs related to our revolving credit facility are capitalized and amortized over the life of the related financing arrangement. If the debt is retired early, the related unamortized deferred financing costs are written off in the period the debt is retired and are recorded in the statement of operations under the caption other non-operating income (expense), net.

## Accounting for Income Taxes

Income taxes are calculated using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as measured by the current enacted tax rates.

We maintain valuation allowances when it is more likely than not that all or a portion of a deferred asset will not be realized. The valuation allowance is intended to provide for the uncertainty regarding the ultimate utilization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. In determining whether a valuation allowance is warranted, we consider all positive and negative evidence and all sources of taxable income such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. The assessment of the adequacy of our valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates, or we adjust these estimates in future periods for current trends or expected changes in our estimating assumptions, we may need to modify the level of valuation allowance which could materially impact our business, financial condition and results of operations.

The valuation allowance of $0.4 million as of December 31, 2018 is intended to provide for the uncertainty regarding the ultimate realization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. Based on these considerations, we believe it is more likely than not that we will realize the benefit of the net deferred tax asset of $42.3 million as of December 31, 2018, which is net of the remaining valuation allowance.

Tax benefits are recognized for an uncertain tax position when, in management's judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified. During the years ended December 31, 2018, 2017 and 2016, we did not establish a liability for uncertain tax positions.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S. For a discussion of the impact of the Act on our consolidated financial statements, see Note 19, “Income Taxes,” of the notes to our consolidated financial statements.

## Environmental Reserves

We are subject to various U.S. Federal and state and local environmental laws and regulations and are involved in certain environmental remediation efforts. We estimate and accrue our liabilities resulting from such matters based upon a variety of factors including the assessments of environmental engineers and consultants who provide estimates of potential liabilities and remediation costs. Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years. Potential recoveries from insurers or other third parties of environmental remediation liabilities are recognized independently from the recorded liability, and any asset related to the recovery will be recognized only when the realization of the claim for recovery is deemed probable.

## Asbestos Litigation

In evaluating our potential asbestos-related liability, we use an actuarial study that is prepared by a leading actuarial firm with expertise in assessing asbestos-related liabilities. We evaluate the estimate of the range of undiscounted liability to determine which amount to accrue. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required. Legal costs are expensed as incurred.

## Loss Contingencies

We have loss contingencies, for such matters as legal claims and legal proceedings. Establishing loss reserves for these matters requires estimates, judgment of risk exposure and ultimate liability. We record provisions when the liability is considered probable and reasonably estimable. Significant judgment is required for both the determination of probability and the determination as to whether an exposure can be reasonably estimated. We maintain an ongoing monitoring and identification process to assess how the activities are progressing against the accrued estimated costs. As additional information becomes available, we reassess our potential liability related to these matters. Adjustments to the liabilities are recorded in the statement of operations in the period when additional information becomes available. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.

## Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments and accounts receivable. We place our cash investments with high quality financial institutions and limit the amount of credit exposure to any one institution. Although we are directly affected by developments in the vehicle parts industry, management does not believe significant credit risk exists.

With respect to accounts receivable, such receivables are primarily from warehouse distributors and major retailers in the automotive aftermarket industry located in the U.S. We perform ongoing credit



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

evaluations of our customers’ financial conditions. Our five largest individual customers accounted for approximately 70% of our consolidated net sales in 2018, 2017 and 2016. During 2018, O’Reilly, NAPA, Advance, and AutoZone accounted for 22%, 17%, 16% and 11% of our consolidated net sales, respectively. Net sales from each of the customers were reported in both our Engine Management and Temperature Control Segments. The loss of one or more of these customers or, a significant reduction in purchases of our products from any one of them, could have a materially adverse impact on our business, financial condition and results of operations.

Substantially all of the cash and cash equivalents, including foreign cash balances, at December 31, 2018 and 2017 were uninsured. Foreign cash balances at December 31, 2018 and 2017 were $11.1 million and $13.1 million, respectively.

## Recently Issued Accounting Pronouncements

## Standards that were adopted

## Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, (“ASU 2014-09”) which replaces numerous requirements in U.S. generally accepted accounting principles, including industry-specific requirements, and provides companies with a single comprehensive revenue recognition model for recognizing revenue from contracts with customers. Under the new guidance, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are (1) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, with the cumulative effect of applying the standard recognized at the earliest period presented, or (2) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

Effective January 1, 2018, we adopted the requirements of ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis.

The adoption of the new standard did not result in a material difference between the recognition of revenue under ASU 2014-09 and prior accounting standards. For the majority of our net sales, revenue continues to be recognized when products are shipped from our distribution facilities, or when received by our customers, depending upon the terms of the contract. Under the new revenue standard, (1) the return of cores from customers used in our manufacturing processes for air conditioning compressors, diesel injectors, and diesel pumps is estimated and recorded as unreturned customer inventories at the time of sale, and (2) overstock returns are recorded gross of expected recoveries. Adoption of the new standard resulted in the recording of unreturned customer inventories, and an increase in accrued core liabilities and accrued customer returns, with partially offsetting changes in net sales and cost of sales, and no material change to our net income on an ongoing basis.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of ASU 2014-09 is as follows (in thousands):

<table><tr><td></td><td>Balance at December 31, 2017</td><td>Adjustments Due to Adoption of ASU 2014-09</td><td>Balance at January 1, 2018</td></tr><tr><td>Balance Sheet</td><td></td><td></td><td></td></tr><tr><td>Unreturned customer inventories</td><td>$ —</td><td>$ 19,950</td><td>$ 19,950</td></tr><tr><td>Accrued customer returns</td><td>35,916</td><td>6,670</td><td>42,586</td></tr><tr><td>Accrued core liability</td><td>11,899</td><td>14,469</td><td>26,368</td></tr><tr><td>Retained earnings</td><td>357,153</td><td>(1,189)</td><td>355,964</td></tr></table>

The adoption of ASU 2014-09 resulted in the following changes to our consolidated balance sheet as of December 31, 2018 and our consolidated statement of operations for the year ended December 31, 2018 (in thousands):

<table><tr><td></td><td>As Reported</td><td>Balances Without Adoption of ASU 2014-09</td><td>Effect of Change</td></tr><tr><td>Balance Sheet</td><td></td><td></td><td></td></tr><tr><td>Unreturned customer inventories</td><td>$ 20,484</td><td>$ —</td><td>$ 20,484</td></tr><tr><td>Prepaid expenses and other current assets</td><td>7,256</td><td>7,274</td><td>(18)</td></tr><tr><td>Accrued customer returns</td><td>57,433</td><td>51,068</td><td>6,365</td></tr><tr><td>Accrued core liability</td><td>31,263</td><td>16,025</td><td>15,238</td></tr><tr><td>Retained earnings</td><td>380,113</td><td>381,250</td><td>(1,137)</td></tr><tr><td>Statement of Operations</td><td></td><td></td><td></td></tr><tr><td>Net sales</td><td>$1,092,051</td><td>$1,092,820</td><td>$ (769)</td></tr><tr><td>Cost of sales</td><td>779,264</td><td>780,103</td><td>(839)</td></tr><tr><td>Earnings from continuing operations before taxes</td><td>76,831</td><td>76,761</td><td>70</td></tr><tr><td>Provision for income taxes</td><td>19,977</td><td>19,959</td><td>18</td></tr><tr><td>Net earnings</td><td>43,003</td><td>42,951</td><td>52</td></tr></table>

See Note 2 for further information regarding our adoption of ASU 2014-09.

The following table provides a brief description of the impact of additional recently adopted accounting pronouncements on our financial statements:

<table><tr><td>Standard</td><td>Description</td><td>Date of adoption</td><td>Effects on the financial statements or other significant matters</td></tr><tr><td>ASU 2016-15, Statement of Cash Flows</td><td>This standard is intended to reduce diversity in practice and to provide guidance as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows.</td><td>January 1, 2018</td><td>The retrospective adoption of the new standard did not result in any changes in our reporting of cash receipts and cash payments in our consolidated statement of cash flows.</td></tr><tr><td>ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net</td><td>This standard requires employers that present operating income in their consolidated statement of operations to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating</td><td>January 1, 2018</td><td>The adoption of the new standard resulted in the reclassification of all components of net periodic pension cost and net periodic postretirement benefit cost, other than the service cost component,</td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

<table><tr><td>Standard</td><td>Description</td><td>Date of adoption</td><td>Effects on the financial statements or other significant matters</td></tr><tr><td>Periodic Postretirement Benefit Cost</td><td>expenses (together with other employee compensation costs). The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in other non-operating income (expense). The new standard requires retrospective reclassification of the effects of the new standard on the statement of operations.</td><td></td><td>in our statement of operations from selling, general and administrative expenses, to other non-operating income (expense). We adopted the new standard retrospectively, and as such, all prior period amounts have been reclassified for comparative purposes.</td></tr></table>

Standards that are not yet adopted as of December 31, 2018

## Leases

In February 2016, the FASB issued ASU 2016-02, Leases, (“ASU 2016-02”), which outlines the need to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with a term longer than twelve months. For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or financing. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard is effective for annual reporting periods beginning after December 15, 2018, which for us is January 1, 2019, and interim periods within those annual periods. The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet. The new standard requires adoption using a modified retrospective approach and provides a number of optional practical expedients in transition.

In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, (“ASU 2018-11”), which provides an alternative modified retrospective transition method. Under this new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Comparative financial information for the prior periods presented would not be restated but instead would continue to be reported under accounting standards in effect in those prior periods.

To date, we have taken an inventory of all of our operating leases, which consists primarily of real estate, equipment and auto leases, have reviewed key lease agreements, and have reviewed contracts for embedded leases. We anticipate using the alternative modified retrospective method of adoption permitted pursuant to ASU 2018-11, whereby financial information will not be updated, and the disclosure required under the new standard will not be provided, for dates and periods before January 1, 2019. In addition, we expect to elect the “package of practical expedients,” which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs.

We do not expect that the adoption of this standard will have a material effect on our statement of operations, or our operating cash flows. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases, and providing significant new disclosures about our leasing activities. Upon adoption, we currently anticipate the recognition of ROU assets and lease liabilities on our balance sheet of approximately $35 million to $40 million based upon the present value of the remaining minimum rental payments under our existing operating leases. We do not expect a significant change in our leasing activities, and will be continuously assessing the impact of the new standard on our systems, processes and controls through January 1, 2019, our adoption date.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table provides a brief description of additional recently issued accounting pronouncements that have not yet been adopted as of December 31, 2018, and that could have an impact on our financial statements:

<table><tr><td>Standard</td><td>Description</td><td>Date of adoption</td><td>Effects on the financial statements or other significant matters</td></tr><tr><td>ASU 2017-04, Simplifying the Test for Goodwill Impairment</td><td>This standard is intended to simplify the accounting for goodwill impairment. ASU 2017-04 removes Step 2 of the test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit&#x27;s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.</td><td>January 1, 2020, with early adoption permitted</td><td>The new standard should be applied prospectively. We will consider the new standard when performing our annual impairment test and evaluate when we will adopt the new standard.</td></tr><tr><td>ASU 2016-13, Financial Instruments - Credit Losses</td><td>This standard creates a single model to measure impairment on financial assets, which includes trade account receivables. An estimate of expected credit losses on trade account receivables over their contractual life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts.</td><td>January 1, 2020, with early adoption permitted</td><td>We do not anticipate that the adoption of this standard will have a material impact on the manner in which we estimate our allowance for doubtful accounts on trade accounts receivable, or on our consolidated financial statements.</td></tr><tr><td>2. Net Sales</td><td></td><td></td><td></td></tr><tr><td>Disaggregation of Net Sales</td><td></td><td></td><td></td></tr><tr><td colspan="4">We disaggregate our net sales from contracts with customers by geographic area, major product group, and major sales channels for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our net sales are affected by economic factors. The following tables provide disaggregation of net sales information for the years ended December 31, 2018, 2017 and 2016 (in thousands):</td></tr><tr><td>Year Ended December 31, 2018 (a)</td><td>Engine Management</td><td>Temperature Control</td><td>Other (c)</td></tr><tr><td>Geographic Area:</td><td></td><td></td><td></td></tr><tr><td>United States</td><td>$ 712,732</td><td>$ 261,628</td><td>$ —</td></tr><tr><td>Canada</td><td>33,350</td><td>13,877</td><td>10,108</td></tr><tr><td>Mexico</td><td>22,833</td><td>817</td><td>—</td></tr><tr><td>Europe</td><td>12,948</td><td>630</td><td>—</td></tr><tr><td>Other foreign</td><td>21,624</td><td>1,504</td><td>—</td></tr><tr><td>Total</td><td>$ 803,487</td><td>$ 278,456</td><td>$ 10,108</td></tr><tr><td>Major Product Group:</td><td></td><td></td><td></td></tr><tr><td>Ignition, emission control, fuel and safety related system products</td><td>$ 648,270</td><td>$ —</td><td>$ 5,829</td></tr><tr><td>Wire and cable</td><td>155,217</td><td>—</td><td>454</td></tr><tr><td>Compressors</td><td>—</td><td>148,416</td><td>1,853</td></tr><tr><td>Other climate control parts</td><td>—</td><td>130,040</td><td>1,972</td></tr><tr><td>Total</td><td>$ 803,487</td><td>$ 278,456</td><td>$ 10,108</td></tr></table>



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

<table><tr><td>Year Ended December 31, 2018 (a)</td><td>Engine Management</td><td>Temperature Control</td><td>Other (c)</td><td>Total</td></tr><tr><td>Major Sales Channel:</td><td></td><td></td><td></td><td></td></tr><tr><td>Aftermarket</td><td>$ 684,242</td><td>$ 246,112</td><td>$ 10,108</td><td>$ 940,462</td></tr><tr><td>OE/OES</td><td>97,205</td><td>30,275</td><td>—</td><td>127,480</td></tr><tr><td>Export</td><td>22,040</td><td>2,069</td><td>—</td><td>24,109</td></tr><tr><td>Total</td><td>$ 803,487</td><td>$ 278,456</td><td>$ 10,108</td><td>$1,092,051</td></tr></table>

<table><tr><td>Year Ended December 31, 2017 (a)(b)</td><td>Engine Management</td><td>Temperature Control</td><td>Other (c)</td><td>Total</td></tr><tr><td>Geographic Area:</td><td></td><td></td><td></td><td></td></tr><tr><td>United States</td><td>$ 737,108</td><td>$ 263,895</td><td>$ —</td><td>$ 1,001,003</td></tr><tr><td>Canada</td><td>32,197</td><td>12,205</td><td>7,603</td><td>52,005</td></tr><tr><td>Mexico</td><td>23,683</td><td>838</td><td>—</td><td>24,521</td></tr><tr><td>Europe</td><td>13,342</td><td>746</td><td>—</td><td>14,088</td></tr><tr><td>Other foreign</td><td>23,083</td><td>1,443</td><td>—</td><td>24,526</td></tr><tr><td>Total</td><td>$ 829,413</td><td>$ 279,127</td><td>$ 7,603</td><td>$ 1,116,143</td></tr><tr><td>Major Product Group:</td><td></td><td></td><td></td><td></td></tr><tr><td>Ignition, emission control, fuel and safety related system products</td><td>$ 657,287</td><td>$ —</td><td>$ 4,403</td><td>$ 661,690</td></tr><tr><td>Wire and cable</td><td>172,126</td><td>—</td><td>650</td><td>172,776</td></tr><tr><td>Compressors</td><td>—</td><td>148,377</td><td>1,233</td><td>149,610</td></tr><tr><td>Other climate control parts</td><td>—</td><td>130,750</td><td>1,317</td><td>132,067</td></tr><tr><td>Total</td><td>$ 829,413</td><td>$ 279,127</td><td>$ 7,603</td><td>$ 1,116,143</td></tr><tr><td>Major Sales Channel:</td><td></td><td></td><td></td><td></td></tr><tr><td>Aftermarket</td><td>$ 701,308</td><td>$ 246,097</td><td>$ 7,603</td><td>$ 955,008</td></tr><tr><td>OE/OES</td><td>106,173</td><td>30,268</td><td>—</td><td>136,441</td></tr><tr><td>Export</td><td>21,932</td><td>2,762</td><td>—</td><td>24,694</td></tr><tr><td>Total</td><td>$ 829,413</td><td>$ 279,127</td><td>$ 7,603</td><td>$ 1,116,143</td></tr></table>

<table><tr><td>Year Ended December 31, 2016 (a)(b)</td><td>Engine Management</td><td>Temperature Control</td><td>Other (c)</td><td>Total</td></tr><tr><td>Geographic Area:</td><td></td><td></td><td></td><td></td></tr><tr><td>United States</td><td>$ 685,898</td><td>$ 266,121</td><td>$ —</td><td>$ 952,019</td></tr><tr><td>Canada</td><td>31,627</td><td>12,494</td><td>9,203</td><td>53,324</td></tr><tr><td>Mexico</td><td>23,049</td><td>1,380</td><td>—</td><td>24,429</td></tr><tr><td>Europe</td><td>13,767</td><td>936</td><td>—</td><td>14,703</td></tr><tr><td>Other foreign</td><td>11,198</td><td>2,809</td><td>—</td><td>14,007</td></tr><tr><td>Total</td><td>$ 765,539</td><td>$ 283,740</td><td>$ 9,203</td><td>$ 1,058,482</td></tr><tr><td>Major Product Group:</td><td></td><td></td><td></td><td></td></tr><tr><td>Ignition, emission control, fuel and safety related system products</td><td>$ 616,523</td><td>$ —</td><td>$ 5,551</td><td>$ 622,074</td></tr><tr><td>Wire and cable</td><td>149,016</td><td>—</td><td>524</td><td>149,540</td></tr><tr><td>Compressors</td><td>—</td><td>148,623</td><td>1,184</td><td>149,807</td></tr><tr><td>Other climate control parts</td><td>—</td><td>135,117</td><td>1,944</td><td>137,061</td></tr><tr><td>Total</td><td>$ 765,539</td><td>$ 283,740</td><td>$ 9,203</td><td>$ 1,058,482</td></tr><tr><td>Major Sales Channel:</td><td></td><td></td><td></td><td></td></tr><tr><td>Aftermarket</td><td>$ 658,668</td><td>$ 247,287</td><td>$ 9,203</td><td>$ 915,158</td></tr><tr><td>OE/OES</td><td>84,921</td><td>34,047</td><td>—</td><td>118,968</td></tr><tr><td>Export</td><td>21,950</td><td>2,406</td><td>—</td><td>24,356</td></tr><tr><td>Total</td><td>$ 765,539</td><td>$ 283,740</td><td>$ 9,203</td><td>$ 1,058,482</td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

(b) Amounts have not been restated and are reported under accounting standards in effect in the period presented as we adopted ASU 2014-09, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective method.

(c) Other consists of the elimination of intersegment sales from our Engine Management and Temperature Control segments as well as sales from our Canadian business unit that does not meet the criteria of a reportable operating segment.

## Geographic Area

We sell our line of products primarily in the United States, with additional sales in Canada, Mexico, Europe, Asia and Latin America. Sales are attributed to countries based upon the location of the customer. Our sales are substantially denominated in U.S. dollars.

## Major Product Group

The Engine Management segment of the Company principally generates revenue from the sale of automotive engine replacement parts including ignition, emission control, fuel and safety related system products, and wire and cable parts. The Temperature Control segment of the Company principally generates revenue from the sale of automotive temperature control systems replacement parts including air conditioning compressors and other climate control parts.

## Major Sales Channel

In the aftermarket channel, we sell our products to warehouse distributors and retailers. Our customers buy directly from us and sell directly to jobber stores, professional technicians and to “do-it-yourselfers” who perform automotive repairs on their personal vehicles. In the Original Equipment (“OE”) and Original Equipment Service (“OES”) channel, we sell our products to original equipment manufacturers who redistribute our products within their distribution network, independent dealerships and service dealer technicians. Lastly, in the Export channel, our domestic entities sell to customers outside the United States.

## 3. Business Acquisitions and Investments

## 2018 Increase in Equity Investment

Foshan GWOYNG SMP Vehicle Climate Control & Cooling Products Co. Ltd.

In April 2014, we formed a 50/50 joint venture with Gwo Yng Enterprise Co., Ltd. (“Gwo Yng”), a China-based manufacturer of air conditioner accumulators, filter driers, hose assemblies and switches for the automotive aftermarket and OEM/OES markets. We acquired our 50% interest in the joint venture for approximately $14 million. We determined, at that time, that due to a lack of a voting majority and other qualitative factors, we do not control the operations of the joint venture and accordingly, our investment in the joint venture was accounted for under the equity method of accounting.

In March 2018, we acquired an additional 15% equity interest in the joint venture for RMB 26,475,583 (approximately $4.2 million), thereby increasing our equity interest in the joint venture to 65%. The $4.2 million payment for our additional 15% investment was made in cash installments throughout 2018. Although we have increased our equity interest in the joint venture to 65%, the minority shareholder will



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

maintain participating rights that will allow it to participate in certain significant financial and operating decisions that occur in the ordinary course of business. As a result of the existence of these substantive participating rights of the minority shareholder, we will continue to account for our investment in the joint venture under the equity method of accounting.

## 2017 Equity Investment

Foshan FGD SMP Automotive Compressor Co., Ltd.

In November 2017, we formed a 50/50 joint venture with Foshan Guangdong Automotive Air Conditioning Co., Ltd. (“FGD”), a China-based manufacturer of air conditioning compressors for the automotive aftermarket and the Chinese OE market. We acquired our 50% interest in the joint venture for approximately $12.5 million. Payment for our acquired interest in the joint venture was made in installments with approximately $6.8 million paid in 2017 and the balance of approximately $5.7 million paid in January 2018. We determined that due to a lack of a voting majority, and other qualitative factors, we do not control the operations of the joint venture and accordingly, our investment in the joint venture is accounted for under the equity method of accounting.

## 4. Sale of Grapevine, Texas Property

In December 2018, we completed the sale of our property located in Grapevine, Texas. The net proceeds from the sale of the property of $4.8 million was received in January 2019 and was used to reduce borrowings under our revolving credit facility. The gain on the sale of the property of $3.9 million is included in other income (expense), net in operating income on our consolidated statement of operations.

## 5. Restructuring and Integration Expense

The aggregated liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities as of and for the years ended December 31, 2018 and 2017, consisted of the following (in thousands):

<table><tr><td></td><td>Workforce Reduction</td><td>Other Exit Costs</td><td>Total</td></tr><tr><td>Exit activity liability at December 31, 2016</td><td>$ 2,576</td><td>$ —</td><td>$ 2,576</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2017</td><td>2,220</td><td>3,953</td><td>6,173</td></tr><tr><td>Cash payments</td><td>(1,979)</td><td>(3,702)</td><td>(5,681)</td></tr><tr><td>Foreign currency exchange rate changes and other</td><td>37</td><td>(251)</td><td>(214)</td></tr><tr><td>Exit activity liability at December 31, 2017</td><td>$ 2,854</td><td>$ —</td><td>$ 2,854</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2018 (1)</td><td>9</td><td>4,501</td><td>4,510</td></tr><tr><td>Non-cash usage, including asset write-downs</td><td>—</td><td>(181)</td><td>(181)</td></tr><tr><td>Cash payments</td><td>(2,148)</td><td>(3,036)</td><td>(5,184)</td></tr><tr><td>Reclassification of environmental liability (1)</td><td>—</td><td>(1,284)</td><td>(1,284)</td></tr><tr><td>Foreign currency exchange rate changes</td><td>27</td><td>—</td><td>27</td></tr><tr><td>Exit activity liability at December 31, 2018</td><td>$ 742</td><td>$ —</td><td>$ 742</td></tr></table>

(1) Included in restructuring and integration costs in 2018 is a $1.3 million increase in environmental cleanup costs related to remediation in connection with the prior closure of our manufacturing operations at our Long Island City, New York location. Due to the anticipated move from ongoing remediation to monitoring at the site in 2019, an estimate was made in the fourth quarter of 2018 of the costs related to



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

ongoing monitoring and shutdown, resulting in the increase in anticipated costs. The environmental liability has been reclassed to accrued liabilities as of December 31, 2018.

## Restructuring Costs

## Plant Rationalization Program

In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative. As part of the plant rationalization, all our Grapevine, Texas production activities have been relocated to facilities in Greenville, South Carolina and Reynosa, Mexico, and certain production activities were relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland. In addition, certain service functions were relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas and our Grapevine, Texas facility was closed. In December 2018, we completed the sale of the property located in Grapevine, Texas. See Note 4, “Sale of Grapevine, Texas Property,” for additional information.

As of December 31, 2018, the plant rationalization program is substantially completed. The remaining aggregate liability related to the program as of December 31, 2018 consists of future cash severance payments to be made to former employees.

Activity, by segment, for the year ended December 31, 2018 and 2017 related to our plant rationalization program consisted of the following (in thousands):

<table><tr><td></td><td>Engine Management</td><td>Temperature Control</td><td>Other</td><td>Total</td></tr><tr><td>Exit activity liability at December 31, 2016......</td><td>$ 11</td><td>$ 2,043</td><td>$ —</td><td>$ 2,054</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2017......</td><td>631</td><td>1,774</td><td>—</td><td>2,405</td></tr><tr><td>Cash payments......</td><td>(642)</td><td>(2,341)</td><td>—</td><td>(2,983)</td></tr><tr><td>Exit activity liability at December 31, 2017......</td><td>$ —</td><td>$ 1,476</td><td>$ —</td><td>$ 1,476</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2018......</td><td>—</td><td>353</td><td>—</td><td>353</td></tr><tr><td>Cash payments......</td><td>—</td><td>(1,525)</td><td>—</td><td>(1,525)</td></tr><tr><td>Exit activity liability at December 31, 2018......</td><td>$ —</td><td>$ 304</td><td>$ —</td><td>$ 304</td></tr></table>

## Orlando Plant Rationalization Program

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative at our Orlando, Florida facility. As part of the Orlando plant rationalization, all of our Orlando, Florida production activities have been relocated to our Independence, Kansas manufacturing facility. In addition, certain production activities were relocated from our Independence, Kansas manufacturing facility to our Reynosa, Mexico manufacturing facility and our Orlando, Florida facility was closed. As of December 31, 2018, the Orlando plant rationalization program is substantially completed. The remaining aggregate liability related to the program as of December 31, 2018 consists of future cash severance payments to be made to former employees.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Activity, by segment, for the year ended December 31, 2018 related to our Orlando plant rationalization program consisted of the following (in thousands):

<table><tr><td></td><td>Engine Management</td><td>Temperature Control</td><td>Other</td><td>Total</td></tr><tr><td>Exit activity liability at December 31, 2016.....</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2017 ..............</td><td>1,758</td><td>—</td><td>—</td><td>1,758</td></tr><tr><td>Cash payments ......................................</td><td>(772)</td><td>—</td><td>—</td><td>(772)</td></tr><tr><td>Exit activity liability at December 31, 2017.....</td><td>$ 986</td><td>$ —</td><td>$ —</td><td>$ 986</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2018 ..............</td><td>1,479</td><td>—</td><td>—</td><td>1,479</td></tr><tr><td>Non-cash usage, including asset writedowns ....</td><td>(12)</td><td>—</td><td>—</td><td>(12)</td></tr><tr><td>Cash payments ......................................</td><td>(2,015)</td><td>—</td><td>—</td><td>(2,015)</td></tr><tr><td>Exit activity liability at December 31, 2018.....</td><td>$ 438</td><td>$ —</td><td>$ —</td><td>$ 438</td></tr></table>

## Integration Costs

## Wire and Cable Relocation

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we incurred certain integration expenses, including costs incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania wire distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment. In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant. As of December 31, 2018, the wire and cable relocation program is substantially completed. All of our Nogales, Mexico production activities have been relocated to our Reynosa, Mexico assembly facility and our Nogales, Mexico plant was closed.

Activity, by segment, for the year ended December 31, 2018 and 2017 related to our wire and cable relocation program consisted of the following (in thousands):

<table><tr><td></td><td>Engine Management</td><td>Temperature Control</td><td>Other</td><td>Total</td></tr><tr><td>Exit activity liability at December 31, 2016.....</td><td>$ 522</td><td>$ —</td><td>$ —</td><td>$ 522</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2017 ..............</td><td>1,759</td><td>—</td><td>—</td><td>1,759</td></tr><tr><td>Cash payments ......................................</td><td>(1,926)</td><td>—</td><td>—</td><td>(1,926)</td></tr><tr><td>Foreign currency exchange rate changes ..............</td><td>37</td><td>—</td><td>—</td><td>37</td></tr><tr><td>Exit activity liability at December 31, 2017.....</td><td>$ 392</td><td>$ —</td><td>$ —</td><td>$ 392</td></tr><tr><td>Restructuring and integration costs:</td><td></td><td></td><td></td><td></td></tr><tr><td>Amounts provided for during 2018 ..............</td><td>1,394</td><td>—</td><td>—</td><td>1,394</td></tr><tr><td>Non-cash usage, including asset write-downs...</td><td>(169)</td><td>—</td><td>—</td><td>(169)</td></tr><tr><td>Cash payments ......................................</td><td>(1,644)</td><td>—</td><td>—</td><td>(1,644)</td></tr><tr><td>Foreign currency exchange rate changes ..............</td><td>27</td><td>—</td><td>—</td><td>27</td></tr><tr><td>Exit activity liability at December 31, 2018.....</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 6. Sale of Receivables

From time to time, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt. Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale. As such, these transactions are being accounted for as a sale.

Pursuant to these agreements, we sold $720 million and $780.5 million of receivables for the years ended December 31, 2018 and 2017, respectively, which was reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale. A charge in the amount of $24.4 million, $22.6 million and $19.3 million related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, respectively. If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.

## 7. Inventories

<table><tr><td></td><td>December 31, 2018</td><td>December 31, 2017</td></tr><tr><td></td><td colspan="2">(In thousands)</td></tr><tr><td>Finished goods</td><td>$ 226,802</td><td>$ 209,800</td></tr><tr><td>Work-in-process</td><td>10,527</td><td>7,536</td></tr><tr><td>Raw materials</td><td>112,482</td><td>109,075</td></tr><tr><td>Subtotal</td><td>349,811</td><td>326,411</td></tr><tr><td>Unreturned customer inventories (1)</td><td>20,484</td><td>—</td></tr><tr><td>Total inventories</td><td>$ 370,295</td><td>$ 326,411</td></tr></table>

(1) The adoption of ASU 2014-09 using the modified retrospective method resulted in the recording of unreturned customer inventories commencing on January 1, 2018, see Note 1, “Summary of Significant Accounting Policies” for additional information.

## 8. Property, Plant and Equipment

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td colspan="2">(In thousands)</td></tr><tr><td>Land, buildings and improvements</td><td>$ 40,126</td><td>$ 46,930</td></tr><tr><td>Machinery and equipment</td><td>136,526</td><td>132,467</td></tr><tr><td>Tools, dies and auxiliary equipment</td><td>49,365</td><td>45,769</td></tr><tr><td>Furniture and fixtures</td><td>29,169</td><td>28,352</td></tr><tr><td>Leasehold improvements</td><td>11,386</td><td>10,348</td></tr><tr><td>Construction-in-progress</td><td>10,317</td><td>16,318</td></tr><tr><td>Total property, plant and equipment</td><td>276,889</td><td>280,184</td></tr><tr><td>Less accumulated depreciation</td><td>186,135</td><td>191,081</td></tr><tr><td>Total property, plant and equipment, net</td><td>$ 90,754</td><td>$ 89,103</td></tr></table>

Depreciation expense was $16.1 million in 2018, $15.4 million in 2017 and $12.8 million 2016.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 9. Goodwill and Other Intangible Assets

## Goodwill

We assess the impairment of long-lived and identifiable intangibles assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. With respect to goodwill, we test for impairment on an annual basis or in interim periods if an event occurs or circumstances change that may indicate the fair value of a reporting unit is below its carrying amount. We completed our annual impairment test of goodwill as of December 31, 2018.

When performing our evaluation of goodwill for impairment, if we conclude qualitatively that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is not required. If we are unable to reach this conclusion, then we would perform the two-step impairment test. In the first step, the fair value of the reporting unit is compared to its carrying amount. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; we are required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired. In this step, we compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill and recognize a charge for impairment to the extent the carrying value exceeds the implied fair value.

As of December 31, 2018, we performed a qualitative assessment of the likelihood of a goodwill impairment for both the Engine Management and Temperature Control reporting units. Based upon our qualitative assessment, we determined that it was not more likely than not that the fair value of the each of the Engine Management and Temperature Control reporting units were less than their respective carrying amounts. As such, we concluded that the two-step impairment test would not be required, and that there would be no required goodwill impairment charge as of December 31, 2018 at each of the Engine Management and Temperature Control reporting units. We did not have a goodwill impairment charge as of December 31, 2018, and we do not believe that future impairments are probable.

Changes in the carrying values of goodwill by operating segment during the years ended December 31, 2018 and 2017 are as follows (in thousands):

<table><tr><td></td><td>Engine Management</td><td>Temperature Control</td><td>Total</td></tr><tr><td>Balance as of December 31, 2016:</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>$ 91,449</td><td>$ 14,270</td><td>$ 105,719</td></tr><tr><td>Accumulated impairment losses</td><td>(38,488)</td><td>—</td><td>(38,488)</td></tr><tr><td></td><td>$ 52,961</td><td>$ 14,270</td><td>$ 67,231</td></tr><tr><td>Activity in 2017</td><td></td><td></td><td></td></tr><tr><td>Foreign currency exchange rate change</td><td>182</td><td>—</td><td>182</td></tr><tr><td>Balance as of December 31, 2017:</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>91,631</td><td>14,270</td><td>105,901</td></tr><tr><td>Accumulated impairment losses</td><td>(38,488)</td><td>—</td><td>(38,488)</td></tr><tr><td></td><td>$ 53,143</td><td>$ 14,270</td><td>$ 67,413</td></tr><tr><td>Activity in 2018</td><td></td><td></td><td></td></tr><tr><td>Foreign currency exchange rate change</td><td>(92)</td><td>—</td><td>(92)</td></tr><tr><td>Balance as of December 31, 2018:</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>91,539</td><td>14,270</td><td>105,809</td></tr><tr><td>Accumulated impairment losses</td><td>(38,488)</td><td>—</td><td>(38,488)</td></tr><tr><td></td><td>$ 53,051</td><td>$ 14,270</td><td>$ 67,321</td></tr></table>



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## Acquired Intangible Assets

Acquired identifiable intangible assets as of December 31, 2018 and 2017 consist of:

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>(In thousands)</td><td></td></tr><tr><td>Customer relationships</td><td>$ 87,195</td><td>$ 87,290</td></tr><tr><td>Trademarks and trade names</td><td>6,800</td><td>6,800</td></tr><tr><td>Non-compete agreements</td><td>3,193</td><td>3,193</td></tr><tr><td>Patents</td><td>723</td><td>723</td></tr><tr><td>Supply agreements</td><td>800</td><td>800</td></tr><tr><td>Leaseholds</td><td>160</td><td>160</td></tr><tr><td>Total acquired intangible assets</td><td>98,871</td><td>98,966</td></tr><tr><td>Less accumulated amortization (1)</td><td>(51,391)</td><td>(43,853)</td></tr><tr><td>Net acquired intangible assets</td><td>$ 47,480</td><td>$ 55,113</td></tr></table>

(1) Applies to all intangible assets, except for related trademarks and trade names totaling $5.2 million, which have indefinite useful lives and, as such, are not being amortized.

Total amortization expense for acquired intangible assets was $7.6 million for the year ended December 31, 2018, $8 million for the year ended December 31, 2017, and $7.1 million for the year ended December 31, 2016. Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $6.3 million for 2019, $5.9 million in 2020, $4.6 million in 2021, $3 million in 2022 and $22.5 million in the aggregate for the years 2023 through 2031.

## Other Intangible Assets

Other intangible assets include computer software. Computer software as of December 31, 2018 and 2017 totaled $17.2 million. Total accumulated computer software amortization as of December 31, 2018 and 2017 was $16.3 million and $16.1 million, respectively. Computer software is amortized over its estimated useful life of 3 to 10 years. Amortization expense for computer software was $0.4 million, $0.5 million and $0.6 million for the years ended December 31, 2018, 2017 and 2016, respectively.

## 10. Investments in Unconsolidated Affiliates

<table><tr><td rowspan="3"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td></td></tr><tr><td colspan="3">(In thousands)</td></tr><tr><td>Foshan GWOYNG SMP Vehicle Climate Control &amp; Cooling Products Co. Ltd.</td><td>$ 17,764</td><td>$ 14,406</td><td></td></tr><tr><td>Foshan FGD SMP Automotive Compressor Co. Ltd.</td><td>12,547</td><td>12,616</td><td></td></tr><tr><td>Orange Electronic Co. Ltd.</td><td>2,158</td><td>4,162</td><td></td></tr><tr><td>Total</td><td>$ 32,469</td><td>$ 31,184</td><td></td></tr></table>

## Investment in Foshan FGD SMP Automotive Compressor Co. Ltd.

In November 2017, we formed a 50/50 joint venture with Foshan Guangdong Automotive Air Conditioning Co., Ltd. (“FGD”), a China-based manufacturer of air conditioning compressors for the automotive aftermarket and the Chinese OE market. We acquired our 50% interest in the joint venture for approximately $12.5 million. Payment for our acquired interest in the joint venture was made in installments with approximately $6.8 million paid in 2017 and the balance of $5.7 million paid in January 2018. We determined that due to a lack of a voting majority, and other qualitative factors, we do not



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

control the operations of the joint venture and accordingly, our investment in the joint venture is accounted for under the equity method of accounting. During the year ended December 31, 2018, we made purchases from FGD of approximately $5.2 million. Purchases from FGD from the date of acquisition through December 31, 2017 were not significant.

## Investment in Foshan GWOYNG SMP Vehicle Climate Control & Cooling Products Co. Ltd.

In April 2014, we formed a 50/50 joint venture with Gwo Yng Enterprise Co., Ltd. (“Gwo Yng”), a China-based manufacturer of air conditioner accumulators, filter driers, hose assemblies and switches for the automotive aftermarket and OEM/OES markets. We acquired our 50% interest in the joint venture for $14 million. We determined, at that time, that due to a lack of a voting majority and other qualitative factors, we do not control the operations of the joint venture and accordingly, our investment in the joint venture was accounted for under the equity method of accounting.

In March 2018, we acquired an additional 15% equity interest in the joint venture for RMB 26,475,583 (approximately $4.2 million), thereby increasing our equity interest in the joint venture to 65%. The $4.2 million payment for our additional 15% investment was made in cash installments throughout 2018. Although we have increased our equity interest in the joint venture to 65%, the minority shareholder will maintain participating rights that will allow it to participate in certain significant financial and operating decisions that occur in the ordinary course of business. As a result of the existence of these substantive participating rights of the minority shareholder, we will continue to account for our investment in the joint venture under the equity method of accounting. During the years ended December 31, 2018 and 2017, we made purchases from Gwo Yng of approximately $14.9 million and $15.1 million, respectively.

## Investment in Orange Electronic Co. Ltd.

In January 2013, we acquired an approximate 25% minority interest in Orange Electronic Co., Ltd. (“Orange”) for $6.3 million. Orange is a manufacturer of tire pressure monitoring system sensors and is located in Taiwan. As of December 31, 2018, our minority interest in Orange of 19.4% is accounted for using the equity method of accounting as we have the ability to exercise significant influence. During each of the fourth quarters of 2018 and 2017, after a review of the recent financial performance and near term prospects for Orange, we determined that the decline in quoted market prices below the carrying amount of our investment in Orange was other than temporary and, as such, recognized a noncash impairment charge of approximately $1.7 million and $1.8 million, respectively, in each quarter. The impairment charge has been reported in our Engine Management Segment and is included in other non-operating income (expense), net in our consolidated statements of operations. Purchases from Orange during the years ended December 31, 2018 and 2017 were approximately $4.9 million and $4.3 million, respectively.

## 11. Other Assets

<table><tr><td rowspan="3"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td></td></tr><tr><td colspan="2">(In thousands)</td><td></td></tr><tr><td>Deferred compensation</td><td>$ 14,020</td><td>$ 13,612</td><td></td></tr><tr><td>Deferred financing costs, net</td><td>876</td><td>630</td><td></td></tr><tr><td>Other</td><td>723</td><td>853</td><td></td></tr><tr><td>Total other assets, net</td><td>$ 15,619</td><td>$ 15,095</td><td></td></tr></table>

Deferred compensation consists of assets held in a nonqualified defined contribution pension plan as of December 31, 2018 and 2017, respectively.



## 12. Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

<table><tr><td rowspan="3"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td></td></tr><tr><td colspan="3">(In thousands)</td></tr><tr><td>Revolving credit facilities</td><td>$ 43,689</td><td>$ 57,000</td><td></td></tr><tr><td>Other (1)</td><td>5,530</td><td>4,778</td><td></td></tr><tr><td>Total debt</td><td>$ 49,219</td><td>$ 61,778</td><td></td></tr><tr><td>Current maturities of debt</td><td>$ 49,066</td><td>$ 61,699</td><td></td></tr><tr><td>Long-term debt</td><td>153</td><td>79</td><td></td></tr><tr><td>Total debt</td><td>$ 49,219</td><td>$ 61,778</td><td></td></tr></table>

(1) Other includes borrowings under our Polish overdraft facility of Zloty 19.9 million (approximately $5.3 million) and Zloty 16.2 million (approximately $4.7 million) as of December 31, 2018 and 2017, respectively.

Maturities of long-term debt are not material for the year ended December 31, 2018 and beyond.

## Revolving Credit Facility

In December 2018, we amended our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders. The amended credit agreement provides for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and extends the maturity date to December 2023. The line of credit under the amended credit agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing. Direct borrowings under the amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option. The amended credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

Borrowings under the amended credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries. Availability under the amended credit agreement is based on a formula of eligible accounts receivable, eligible drafts presented to the banks under our factoring agreements, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the amended credit agreement, there was an additional $203.1 million available for us to borrow pursuant to the formula at December 31, 2018. Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $43.7 million and $57 million at December 31, 2018 and 2017, respectively. Borrowings under the credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

At December 31, 2018, the weighted average interest rate on our amended credit agreement was 3.9%, which consisted of $40 million in direct borrowings at 3.4% and an alternative base rate loan of $3.7 million at 5.8%. At December 31, 2017, the weighted average interest rate on our credit agreement was 2.7%, which consisted of $57 million in direct borrowings. Our average daily alternative base rate loan balance was $1.8 million and $3.8 million during 2018 and 2017, respectively.

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

commitments if fixed assets are included in the borrowing base, the terms of the amended credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters). As of December 31, 2018, we were not subject to these covenants. The amended credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million. Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

## Polish Overdraft Facility

Our Polish subsidiary, SMP Poland sp. z.o.o., has entered into an overdraft facility with HSBC Bank Polska S.A. (“HSBC Poland”) for Zloty 30 million (approximately $8 million). The facility, as amended, expires in December 2019. Borrowings under the overdraft facility will bear interest at a rate equal to WIBOR + 0.75% and are guaranteed by Standard Motor Products, Inc., the ultimate parent company. At December 31, 2018 and 2017, borrowings under the overdraft facility were Zloty 19.9 million (approximately $5.3 million) and Zloty 16.2 million (approximately $4.7 million), respectively.

## Deferred Financing Costs

We have deferred financing costs of approximately $1.1 million and $1 million as of December 31, 2018 and 2017, respectively. Deferred financing costs as of December 31, 2018 are related to our revolving credit facility. In connection with the amendment to our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, entered into in December 2018, we incurred and capitalized approximately $0.5 million of deferred financing costs related to bank, legal, and other professional fees which are being amortized, along with the preexisting deferred financing costs, through 2023, the term of the amended agreement.

Scheduled amortization for future years, assuming no prepayments of principal is as follows:

<table><tr><td>(In thousands)</td><td></td></tr><tr><td>2019</td><td>$ 223</td></tr><tr><td>2020</td><td>224</td></tr><tr><td>2021</td><td>223</td></tr><tr><td>2022</td><td>224</td></tr><tr><td>2023</td><td>205</td></tr><tr><td>Total amortization</td><td>$ 1,099</td></tr></table>

## 13. Stockholders' Equity

We have authority to issue 500,000 shares of preferred stock, $20 par value, and our Board of Directors is vested with the authority to establish and designate any series of preferred, to fix the number of shares therein and the variations in relative rights as between each series. In December 1995, our Board of Directors established a new series of preferred shares designated as Series A Participating Preferred Stock. The number of shares constituting the Series A Preferred Stock is 30,000. The Series A Preferred Stock is designed to participate in dividends, ranks senior to our common stock as to dividends and liquidation rights and has voting rights. Each share of the Series A Preferred Stock shall entitle the holder to one thousand votes on all matters submitted to a vote of the stockholders of the Company. No such shares were outstanding at December 31, 2018 and 2017.

During 2015, our Board of Directors authorized the purchase of up to $20 million of our common stock under stock repurchase programs. Under these programs, during the years ended December 31, 2015 and 2016, we repurchased 551,791 and 10,135 shares of our common stock, respectively, in the open market



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

at a total cost of $19.6 million and $0.4 million, respectively, thereby completing the 2015 Board of Directors' authorizations. Our Board of Directors did not authorize a stock repurchase program in 2016.

During 2017, our Board of Directors authorized the purchase of up to $30 million of our common stock under stock repurchase programs. Under these programs, during the years ended December 31, 2017 and 2018, we repurchased 539,760 and 112,307 shares of our common stock, respectively, in the open market at a total cost of $24.8 million and $5.2 million, respectively, thereby completing the 2017 Board of Directors' authorizations.

In May 2018, our Board of Directors authorized the purchase of up to an additional $20 million of our common stock under a new stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under this program, during the year ended December 31, 2018, we repurchased 201,484 shares of our common stock at a total cost of $9.3 million. As of December 31, 2018, there was approximately $10.7 million available for future stock purchases under the program. During the period from January 1, 2019 through February 15, 2019, we have not repurchased any additional shares of our common stock under the program.

## 14. Accumulated Other Comprehensive Income

Changes in Accumulated Other Comprehensive Income by Component (in thousands)

<table><tr><td></td><td>Foreign Currency Translation Adjustments</td><td>Unrecognized Postretirement Benefit Costs (Credit)</td><td>Total</td></tr><tr><td>Balance at December 31, 2016</td><td>$ (11,252)</td><td>$ 224</td><td>$ (11,028)</td></tr><tr><td>Other comprehensive income before reclassifications</td><td>7,027</td><td>289</td><td>7,316</td></tr><tr><td>Amounts reclassified from accumulated other comprehensive income</td><td>—</td><td>(397)</td><td>(397)</td></tr><tr><td>Other comprehensive income, net</td><td>7,027</td><td>(108)</td><td>6,919</td></tr><tr><td>Balance at December 31, 2017</td><td>$ (4,225)</td><td>$ 116</td><td>$ (4,109)</td></tr><tr><td>Other comprehensive income before reclassifications</td><td>(5,473)</td><td>149</td><td>(5,324)</td></tr><tr><td>Amounts reclassified from accumulated other comprehensive income</td><td>—</td><td>(161)</td><td>(161)</td></tr><tr><td>Other comprehensive income, net</td><td>(5,473)</td><td>(12)</td><td>(5,485)</td></tr><tr><td>Balance at December 31, 2018</td><td>$ (9,698)</td><td>$ 104</td><td>$ (9,594)</td></tr></table>

Reclassifications Out of Accumulated Other Comprehensive Income and into the Consolidated Statements of Operations (in thousands)

<table><tr><td rowspan="2">Details About Accumulated Other Comprehensive Income Components</td><td colspan="2">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Amortization of postretirement benefit plans:</td><td></td><td></td></tr><tr><td>Prior service benefit (1)</td><td>$ —</td><td>$ —</td></tr><tr><td>Unrecognized (gain) loss (1)</td><td>(268)</td><td>(661)</td></tr><tr><td>Total before income tax</td><td>(268)</td><td>(661)</td></tr><tr><td>Income tax expense</td><td>107</td><td>264</td></tr><tr><td>Total reclassifications for the period</td><td>$ (161)</td><td>$ (397)</td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) These accumulated other comprehensive income components are included in the computation of net periodic postretirement benefit costs, which are included in other non-operating income (expense), net in our consolidated statements of operations (see Note 17 for additional information).

## 15. Stock-Based Compensation Plans

Our stock-based compensation program is a broad-based program designed to attract and retain employees while also aligning employees' interests with the interests of our shareholders. In addition, members of our Board of Directors participate in our stock-based compensation program in connection with their service on our board. In May 2016, our Board of Directors and Shareholders approved the 2016 Omnibus Incentive Plan. The 2016 Omnibus Incentive Plan supersedes the 2006 Omnibus Incentive Plan, which terminated in May 2016. The 2016 Omnibus Incentive Plan is the only remaining plan available to provide stock-based incentive compensation to our employees, directors and other eligible persons.

Under the 2016 Omnibus Incentive Plan, which terminates in May 2026, we are authorized to issue, among other things, shares of restricted and performance-based stock to eligible employees and restricted stock to directors of up to 1,100,000 shares. Shares issued under the plan that are cancelled, forfeited or expire by their terms are eligible to be granted again under the 2016 Omnibus Incentive Plan. Awards previously granted under the 2006 Omnibus Incentive Plan are not affected by the plan’s termination, while shares not yet granted under the plan are not available for future issuance.

We account for our stock-based compensation plans in accordance with the provisions of FASB ASC 718, Stock Compensation, which requires that a company measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The service period is the period of time that the grantee must provide services to us before the stock-based compensation is fully vested. The grant-date fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in our consolidated statements of operations. Forfeitures are estimated at the time of grant based on historical trends in order to estimate the amount of share-based awards that will ultimately vest. We monitor actual forfeitures for any subsequent adjustment to forfeiture rates.

Stock-based compensation expense under our existing plans was $7.4 million ($5.5 million, net of tax), $7.1 million ($3.2 million, net of tax), and $5.7 million ($3.6 million, net of tax) for the years ended December 31, 2018, 2017 and 2016, respectively.

## Restricted Stock and Performance Share Grants

We currently grant shares of restricted stock to eligible employees and our independent directors and performance-based stock to eligible employees. Selected executives and other key personnel are granted performance awards whose vesting is contingent upon meeting various performance measures with a retention feature. Performance-based shares are subject to a three year measuring period and the achievement of performance targets and, depending upon the achievement of such performance targets, they may become vested on the third anniversary of the date of grant. Each period we evaluate the probability of achieving the applicable targets and we adjust our accrual accordingly. Restricted shares granted to employees become fully vested upon the third anniversary of the date of grant; and for selected key executives certain additional restricted share grants vest 25% upon the attainment of age 60, 25% upon the attainment of age 63 and become fully vested upon the attainment of age 65. Restricted shares granted to directors become fully vested upon the first anniversary of the date of grant. Commencing with the 2015 grants, restricted and performance shares issued to certain key executives and directors are subject to a one or two year holding period upon the lapse of the three year vesting period.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Prior to the time a restricted share becomes fully vested or a performance share is issued, the awardees cannot transfer, pledge, hypothecate or encumber such shares. Prior to the time a restricted share is fully vested, the awardees have all other rights of a stockholder, including the right to vote (but not receive dividends during the vesting period). Prior to the time a performance share is issued, the awardees shall have no rights as a stockholder. All shares and rights are subject to forfeiture if certain employment conditions are not met.

Under the 2016 Omnibus Incentive Plan, 1,100,000 shares are authorized to be issued. At December 31, 2018, under the plan, there were an aggregate of (a) 606,879 shares of restricted and performance-based stock grants issued, net of forfeitures, and (b) 493,121 shares of common stock available for future grants. For the year ended December 31, 2018, 198,004 restricted and performance-based shares were granted (144,504 restricted shares and 53,500 performance-based shares).

In determining the grant date fair value, the stock price on the date of grant, as quoted on the New York Stock Exchange, was reduced by the present value of dividends expected to be paid on the shares issued and outstanding during the requisite service period, discounted at a risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the restriction or vesting period at the grant date. In addition, a further discount for the lack of marketability reduced the fair value of grants issued to certain key executives and directors subject to the one or two year post vesting holding period. Assumptions used in calculating the discount for the lack of marketability include an estimate of stock volatility, risk-free interest rate, and a dividend yield.

The fair value of the shares at the date of grant is amortized to expense ratably over the vesting period. Forfeitures on restricted stock grants are estimated at 5% for employees and 0% for executives and directors, respectively, based on evaluation of historical and expected future turnover.

As related to restricted and performance stock shares, we recorded compensation expense of $7.4 million ($5.5 million, net of tax), $7.1 million ($3.2 million, net of tax) and $5.7 million ($3.6 million, net of tax), for the years ended December 31, 2018, 2017 and 2016, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $15.8 million and $16.6 million at December 31, 2018 and 2017, respectively and is expected to be recognized over a weighted average period of 4.3 years and 0.3 years for employees and directors, respectively, as of December 31, 2018 and over a weighted average period of 4.8 years and 0.3 years for employees and directors, respectively, as of December 31, 2017.

Our restricted and performance-based share activity was as follows for the years ended December 31, 2018 and 2017:

<table><tr><td></td><td>Shares</td><td>Weighted Average Grant Date Fair Value per Share</td></tr><tr><td>Balance at December 31, 2016</td><td>822,848</td><td>30.46</td></tr><tr><td>Granted</td><td>207,975</td><td>42.79</td></tr><tr><td>Vested</td><td>(169,615)</td><td>31.26</td></tr><tr><td>Forfeited</td><td>(7,250)</td><td>37.24</td></tr><tr><td>Balance at December 31, 2017</td><td>853,958</td><td>$ 33.25</td></tr><tr><td>Granted</td><td>198,004</td><td>39.36</td></tr><tr><td>Vested</td><td>(169,896)</td><td>39.92</td></tr><tr><td>Forfeited</td><td>(12,025)</td><td>42.40</td></tr><tr><td>Balance at December 31, 2018</td><td>870,041</td><td>$ 34.59</td></tr></table>

The weighted-average grant date fair value of restricted and performance-based shares outstanding as of December 31, 2018, 2017 and 2016 was $30.1 million (or $34.59 per share), $28.4 million (or $33.25 per share), and $25.1 million (or $30.46 per share), respectively.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 16. Retirement Benefit Plans

## Defined Contribution Plans

We maintain various defined contribution plans, which include profit sharing and provide retirement benefits for substantially all of our employees. Matching obligations, in connection with the plans which are funded in cash and typically contributed to the plans in March of the following year, are as follows (in thousands):

<table><tr><td></td><td>U.S. Defined Contribution</td></tr><tr><td>Year ended December 31, 2018</td><td>$ 8,928</td></tr><tr><td>2017</td><td>9,153</td></tr><tr><td>2016</td><td>8,625</td></tr></table>

We maintain a defined contribution Supplemental Executive Retirement Plan for key employees. Under the plan, these employees may elect to defer a portion of their compensation and, in addition, we may at our discretion make contributions to the plan on behalf of the employees. In March 2017, contributions of $0.3 million were made related to calendar year 2016. In March 2018, contributions of $0.6 million were made related to calendar year 2017. We have recorded an obligation of $0.4 million for 2018.

We also have an Employee Stock Ownership Plan and Trust (“ESOP”) for employees who are not covered by a collective bargaining agreement. In connection therewith, we maintain an employee benefits trust to which we contribute shares of treasury stock. We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under the plan. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released. The trustees will vote the shares in accordance with its fiduciary duties. During 2018, we contributed to the trust an additional 53,300 shares from our treasury and released 53,300 shares from the trust leaving 200 shares remaining in the trust as of December 31, 2018. The provision for expense in connection with the ESOP was approximately $2.6 million in 2018, $2.2 million in 2017 and $2 million in 2016.

## Defined Benefit Pension Plan

We maintain a defined benefit unfunded Supplemental Executive Retirement Plan (“SERP”). The SERP, as amended, is a defined benefit plan pursuant to which we will pay supplemental pension benefits to certain key employees upon the attainment of a contractual participant’s payment date based upon the employees’ years of service and compensation. There was no benefit obligation outstanding related to the SERP as of December 31, 2018 and 2017.

We recorded no expense related to the plan during the years ended December 31, 2018, December 31, 2017 and December 31, 2016.

## 17. Postretirement Medical Benefits

We provided, and continue to provide, certain medical and dental care benefits to eligible retired U.S. and Canadian employees. Under the U.S. plan, for non-union employees, a Health Reimbursement Account (“HRA”) was established beginning January 1, 2009 for each qualified U.S. retiree. Annually, and through the year ended December 31, 2016, a fixed amount was credited into the HRA to cover both medical and dental costs for all current and future eligible retirees. Under the Canadian plan, retiree



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

medical and dental benefits were funded using insurance contracts. Premiums under the insurance contracts were funded on a pay-as-you-go basis. The postretirement medical plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016. For U.S. plan participants, balances in the HRA accounts at December 31, 2016 remained available for use until December 31, 2018. Any remaining balance at December 31, 2018 was forfeited. Postretirement medical and dental benefits to eligible employees will continue to be provided to the 20 former union employees in the U.S.

The benefit obligation, funded status, and amounts recognized in the consolidated financial statements for our postretirement medical benefit plan as of and for the years ended December 31, 2018 and 2017, were as follows (in thousands):

<table><tr><td rowspan="3"></td><td colspan="2">Postretirement Benefit Plan</td></tr><tr><td colspan="2">U.S. Plan</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Change in benefit obligation:</td><td></td><td></td></tr><tr><td>Benefit obligation at beginning of year</td><td>$ 672</td><td>$ 1,574</td></tr><tr><td>Service cost</td><td>—</td><td>—</td></tr><tr><td>Interest cost</td><td>6</td><td>8</td></tr><tr><td>Benefits paid</td><td>(201)</td><td>(429)</td></tr><tr><td>Actuarial gain</td><td>(247)</td><td>(481)</td></tr><tr><td>Benefit obligation at end of year</td><td>$ 230</td><td>$ 672</td></tr><tr><td>(Unfunded) status of the plan</td><td>$ (230)</td><td>$ (672)</td></tr></table>

The benefit obligation as of December 31, 2018 relates solely to postretirement medical and dental benefits to the 20 eligible former union employees in the U.S.

<table><tr><td rowspan="3"></td><td colspan="2">Postretirement Benefit Plan</td></tr><tr><td colspan="2">U.S. Plan</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Amounts recognized in the balance sheet:</td><td></td><td></td></tr><tr><td>Accrued postretirement benefit liabilities</td><td>$ 230</td><td>$ 672</td></tr><tr><td>Accumulated other comprehensive (income) loss (pre-tax) related to:</td><td></td><td></td></tr><tr><td>Unrecognized net actuarial losses (gains)</td><td>(173)</td><td>(194)</td></tr></table>

Net periodic benefit cost related to our plans includes the following components (in thousands):

<table><tr><td rowspan="3">U.S. postretirement plan:</td><td colspan="4">December 31,</td></tr><tr><td>2018</td><td>2017 (1)</td><td>2016 (1)</td><td></td></tr><tr><td>$ —</td><td>$ —</td><td>$ —</td><td></td></tr><tr><td>Service cost</td><td>6</td><td>8</td><td>11</td><td></td></tr><tr><td>Interest cost</td><td>(268)</td><td>(661)</td><td>809</td><td></td></tr><tr><td>Actuarial net (gain) loss</td><td>(262)</td><td>(653)</td><td>820</td><td></td></tr><tr><td>Net periodic benefit cost (credit)</td><td>$ (262)</td><td>$ (653)</td><td>$ 820</td><td></td></tr><tr><td>Canadian postretirement plan:</td><td></td><td></td><td></td><td></td></tr><tr><td>Service cost</td><td>$ —</td><td>$ —</td><td>$ —</td><td></td></tr><tr><td>Interest cost</td><td>—</td><td>—</td><td>2</td><td></td></tr><tr><td>Amortization of prior service cost</td><td>—</td><td>—</td><td>(54)</td><td></td></tr><tr><td>Actuarial net gain</td><td>—</td><td>—</td><td>(46)</td><td></td></tr><tr><td>Net periodic benefit cost (credit)</td><td>$ —</td><td>$ —</td><td>$ (98)</td><td></td></tr><tr><td>Total net periodic benefit cost (credit)</td><td>$ (262)</td><td>$ (653)</td><td>$ 722</td><td></td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) Net periodic benefit cost (credit) has been reclassified from selling, general and administrative expenses to other non-operating income (expense), net on our consolidated statement of operations upon adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, see Note 1, “Summary of Significant Accounting Policies” for additional information.

The estimated net gain that is expected to be amortized from accumulated other comprehensive income into postretirement medical benefits cost during 2019 is not material.

Actuarial discount rate assumptions used to determine costs and benefit obligations related to our U.S. and Canadian postretirement plans reflect the short term nature of the plans as the plans to substantially all eligible employees terminated on December 31, 2016. The actuarial discount rate used for the U.S. postretirement plan was 0% for each of December 31, 2018, 2017 and 2016; and 3% for the Canadian postretirement plan as of December 31, 2016. The Company’s discount rates were determined considering the short term nature of the plans, and the current yield curves for high quality, long-term fixed income instruments.

The following benefit payments which reflect expected future service, as appropriate, are expected to be paid (in thousands):

<table><tr><td>2019</td><td>39</td></tr><tr><td>2020</td><td>36</td></tr><tr><td>2021</td><td>32</td></tr><tr><td>2022</td><td>29</td></tr><tr><td>2023</td><td>25</td></tr><tr><td>Years 2024 - 2028</td><td>76</td></tr></table>

A one-percentage-point change in assumed health care cost trend rates would not have a material impact on our plans for 2019.

## 18. Other Non-Operating Income (Expense), Net

The components of other non-operating income (expense), net are as follows:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017 (2)</td><td>2016 (2)</td><td></td></tr><tr><td colspan="3">(In thousands)</td><td></td></tr><tr><td>Interest and dividend income</td><td>$     80</td><td>$     91</td><td>$     153</td><td></td></tr><tr><td>Equity income (loss) from joint ventures (1)</td><td>(768)</td><td>(602)</td><td>2,029</td><td></td></tr><tr><td>Gain (loss) on foreign exchange</td><td>(120)</td><td>950</td><td>(276)</td><td></td></tr><tr><td>Postretirement plan net periodic benefit credit (cost)</td><td>262</td><td>653</td><td>(722)</td><td></td></tr><tr><td>Other non-operating income, net</td><td>135</td><td>158</td><td>153</td><td></td></tr><tr><td>Total other non-operating income (expense), net</td><td>$ (411)</td><td>$ 1,250</td><td>$ 1,337</td><td></td></tr></table>

(1) Year ended December 31, 2018 and 2017 includes a noncash impairment charge of approximately $1.7 million and $1.8 million, respectively, related to our minority interest investment in Orange Electronic Co., Ltd. (See Note 10, “Investments in Unconsolidated Affiliates” for additional information).

(2) Net periodic benefit credit (cost) has been reclassified from selling, general and administrative expenses to other non-operating income (expense), net on our consolidated statement of operations upon adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, see Note 1, “Summary of Significant Accounting Policies” for additional information.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 19. Income Taxes

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S. Although the majority of the changes resulting from the Act are effective beginning in 2018, U.S. GAAP requires that certain impacts of the Act be recognized in the income tax provision in the period of enactment. In connection with the enactment of the Act, our income tax provision for the fourth quarter of 2017 included an increase of $17.5 million, reflecting an increase of $16.1 million for the remeasurement of our net deferred tax assets and an increase in tax of $1.4 million due to the deemed repatriation of earnings of our foreign subsidiaries.

As related to the deemed repatriation of earnings of foreign subsidiaries, the Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries. As a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued are now subject to U.S. tax. In accordance with the guidelines provided in the Act, as of December 31, 2017 we have aggregated our estimated foreign earnings and profits, and utilized participating deductions and available foreign tax credits. The gross repatriation tax was $2.3 million, which was offset by $0.9 million of foreign tax credits for a net repatriation tax charge of $1.4 million. The net repatriation tax of $1.4 million was recorded in the fourth quarter of 2017. During 2018, we refined and updated our calculation of the gross repatriation tax to $2.7 million, which was paid to the U.S. Treasury. The difference in the refined and updated repatriation tax and what was previously recorded in the fourth quarter of 2017 was reflected in the 2018 tax provision. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings indefinitely outside of the U.S., and do not expect to incur any significant additional taxes related to such amounts.

The income tax provision (benefit) consists of the following (in thousands):

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Current:</td><td></td><td></td><td></td></tr><tr><td>Domestic</td><td>$ 26,821</td><td>$ 30,742</td><td>$ 33,156</td></tr><tr><td>Foreign</td><td>3,180</td><td>3,139</td><td>3,628</td></tr><tr><td>Total current</td><td>30,001</td><td>33,881</td><td>36,784</td></tr><tr><td>Deferred:</td><td></td><td></td><td></td></tr><tr><td>Domestic</td><td>(10,132)</td><td>18,833</td><td>(387)</td></tr><tr><td>Foreign</td><td>108</td><td>98</td><td>(239)</td></tr><tr><td>Total deferred</td><td>(10,024)</td><td>18,931</td><td>(626)</td></tr><tr><td>Total income tax provision</td><td>$ 19,977</td><td>$ 52,812</td><td>$ 36,158</td></tr></table>



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Reconciliations between taxes at the U.S. Federal income tax rate and taxes at our effective income tax rate on earnings from continuing operations before income taxes are as follows (in thousands):

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>U.S. Federal income tax rate of 21% in 2018, 35% in 2017 and 35% in 2016</td><td>$ 16,135</td><td>$ 33,755</td><td>$ 34,500</td></tr><tr><td>Increase (decrease) in tax rate resulting from:</td><td></td><td></td><td></td></tr><tr><td>State and local income taxes, net of federal income tax benefit</td><td>2,781</td><td>3,138</td><td>2,944</td></tr><tr><td>Income tax (tax benefits) attributable to foreign income</td><td>1,598</td><td>(149)</td><td>(887)</td></tr><tr><td>Other non-deductible items, net</td><td>(559)</td><td>(1,319)</td><td>(464)</td></tr><tr><td>Impact of Tax Cuts and Jobs Act</td><td>—</td><td>17,515</td><td>—</td></tr><tr><td>Change in valuation allowance</td><td>22</td><td>(128)</td><td>65</td></tr><tr><td>Provision for income taxes</td><td>$ 19,977</td><td>$ 52,812</td><td>$ 36,158</td></tr></table>

The following is a summary of the components of the net deferred tax assets and liabilities recognized in the accompanying consolidated balance sheets (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Inventories</td><td>$ 12,798</td><td>$ 11,498</td></tr><tr><td>Allowance for customer returns</td><td>16,836</td><td>8,678</td></tr><tr><td>Postretirement benefits</td><td>58</td><td>170</td></tr><tr><td>Allowance for doubtful accounts</td><td>1,371</td><td>1,181</td></tr><tr><td>Accrued salaries and benefits</td><td>9,147</td><td>8,500</td></tr><tr><td>Capital loss</td><td>—</td><td>154</td></tr><tr><td>Tax credit carryforwards</td><td>272</td><td>272</td></tr><tr><td>Deferred gain on building sale</td><td>—</td><td>55</td></tr><tr><td>Accrued asbestos liabilities</td><td>11,872</td><td>8,886</td></tr><tr><td>Other</td><td>127</td><td>—</td></tr><tr><td></td><td>52,481</td><td>39,394</td></tr><tr><td>Valuation allowance</td><td>(399)</td><td>(377)</td></tr><tr><td>Total deferred tax assets</td><td>52,082</td><td>39,017</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Depreciation</td><td>7,755</td><td>5,495</td></tr><tr><td>Other</td><td>1,993</td><td>1,102</td></tr><tr><td>Total deferred tax liabilities</td><td>9,748</td><td>6,597</td></tr><tr><td>Net deferred tax assets</td><td>$ 42,334</td><td>$ 32,420</td></tr></table>

In assessing the realizability of the deferred tax assets, we consider whether it is more likely than not that some portion or the entire deferred tax asset will be realized. Ultimately, the realization of the deferred tax asset is dependent upon the generation of sufficient taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. We consider the level of historical taxable income, scheduled reversal of temporary differences, carryback and carryforward periods, tax planning strategies and projected future taxable income in determining whether a valuation allowance is warranted. We also consider cumulative losses in recent years as well as the impact of one-time events in assessing our pre-tax earnings. Assumptions regarding future taxable



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

income require significant judgment. Our assumptions are consistent with estimates and plans used to manage our business.

The valuation allowance of $0.4 million as of December 31, 2018 is intended to provide for uncertainty regarding the ultimate realization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. Based on these considerations, we believe it is more likely than not that we would realize the benefit of the net deferred tax asset of $42.3 million as of December 31, 2018, which is net of the remaining valuation allowance.

At December 31, 2018, we have foreign tax credit carryforwards of approximately $0.3 million that will expire in varying amounts by 2021.

In accordance with generally accepted accounting practices, we recognize in our financial statements only those tax positions that meet the more-likely-than-not recognition threshold. We establish tax reserves for uncertain tax positions that do not meet this threshold. During the years ended December 31, 2018, 2017 and 2016, we did not establish a liability for uncertain tax positions.

We are subject to taxation in the U.S. and various state, local and foreign jurisdictions. As of December 31, 2018, the Company is no longer subject to U.S. Federal tax examinations for years before 2015. We remain subject to examination by state and local tax authorities for tax years 2014 through 2017. Foreign jurisdictions have statutes of limitations generally ranging from 2 to 6 years. Years still open to examination by foreign tax authorities in major jurisdictions include Canada (2014 onward), Hong Kong (2013 onward), Mexico (2014 onward) and Poland (2013 onward). We do not presently anticipate that our unrecognized tax benefits will significantly increase or decrease over the next 12 months; however, actual developments in this area could differ from those currently expected.

## 20. Fair Value Measurements

The carrying value of our financial instruments consisting of cash and cash equivalents, deferred compensation, and short term borrowings approximate their fair value. In each instance, fair value is determined after considering Level 1 inputs under the three-level fair value hierarchy. For fair value purposes, the carrying value of cash and cash equivalents approximates fair value due to the short maturity of those investments. The fair value of the assets held by the deferred compensation plan are based on the quoted market prices of the underlying funds which are held in registered investment companies. The carrying value of our revolving credit facilities, classified as short term borrowings, equals fair market value because the interest rate reflects current market rates.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 21. Earnings Per Share

We present two calculations of earnings per common share. “Basic” earnings per common share equals net income divided by weighted average common shares outstanding during the period. “Diluted” earnings per common share equals net income divided by the sum of weighted average common shares outstanding during the period plus potentially dilutive common shares. Potentially dilutive common shares that are anti-dilutive are excluded from net earnings per common share. The following are reconciliations of the earnings available to common stockholders and the shares used in calculating basic and dilutive net earnings per common share (in thousands, except per share data):

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td><td></td></tr><tr><td>Basic Net Earnings Per Common Share:</td><td></td><td></td><td></td><td></td></tr><tr><td>Earnings from continuing operations</td><td>$ 56,854</td><td>$ 43,630</td><td>$ 62,412</td><td></td></tr><tr><td>Loss from discontinued operations</td><td>(13,851)</td><td>(5,654)</td><td>(1,982)</td><td></td></tr><tr><td>Net earnings available to common stockholders</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td><td></td></tr><tr><td>Weighted average common shares outstanding</td><td>22,456</td><td>22,726</td><td>22,723</td><td></td></tr><tr><td>Earnings from continuing operations per common share</td><td>$ 2.53</td><td>$ 1.92</td><td>$ 2.75</td><td></td></tr><tr><td>Loss from discontinued operations per common share</td><td>(0.62)</td><td>(0.25)</td><td>(0.09)</td><td></td></tr><tr><td>Basic net earnings per common share</td><td>$ 1.91</td><td>$ 1.67</td><td>$ 2.66</td><td></td></tr><tr><td>Diluted Net Earnings Per Common Share:</td><td></td><td></td><td></td><td></td></tr><tr><td>Earnings from continuing operations</td><td>$ 56,854</td><td>$ 43,630</td><td>$ 62,412</td><td></td></tr><tr><td>Loss from discontinued operations</td><td>(13,851)</td><td>(5,654)</td><td>(1,982)</td><td></td></tr><tr><td>Net earnings available to common stockholders</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td><td></td></tr><tr><td>Weighted average common shares outstanding</td><td>22,456</td><td>22,726</td><td>22,723</td><td></td></tr><tr><td>Plus incremental shares from assumed conversions:</td><td></td><td></td><td></td><td></td></tr><tr><td>Dilutive effect of restricted stock and performance-based stock</td><td>476</td><td>472</td><td>360</td><td></td></tr><tr><td>Weighted average common shares outstanding - Diluted</td><td>22,932</td><td>23,198</td><td>23,083</td><td></td></tr><tr><td>Earnings from continuing operations per common share</td><td>$ 2.48</td><td>$ 1.88</td><td>$ 2.70</td><td></td></tr><tr><td>Loss from discontinued operations per common share</td><td>(0.60)</td><td>(0.24)</td><td>(0.08)</td><td></td></tr><tr><td>Diluted net earnings per common share</td><td>$ 1.88</td><td>$ 1.64</td><td>$ 2.62</td><td></td></tr></table>

The shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or because they were excluded under the treasury method (in thousands):

<table><tr><td></td><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Restricted and performance shares</td><td>249</td><td>248</td><td>304</td></tr></table>



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 22. Industry Segment and Geographic Data

We have two major reportable operating segments, each of which focuses on a specific line of replacement parts. Our Engine Management Segment manufactures and remanufactures ignition and emission parts, ignition wires, battery cables, fuel system parts and sensors for vehicle systems. Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories and windshield washer system parts.

The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1). The following tables contain financial information for each reportable segment (in thousands):

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017 (b)</td><td>2016 (b)</td></tr><tr><td>Net sales (a):</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 803,487</td><td>$ 829,413</td><td>$ 765,539</td></tr><tr><td>Temperature Control</td><td>278,456</td><td>279,127</td><td>283,740</td></tr><tr><td>Other</td><td>10,108</td><td>7,603</td><td>9,203</td></tr><tr><td>Total net sales</td><td>$ 1,092,051</td><td>$ 1,116,143</td><td>$1,058,482</td></tr><tr><td>Intersegment sales (a):</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 23,367</td><td>$ 24,995</td><td>$ 22,268</td></tr><tr><td>Temperature Control</td><td>8,160</td><td>7,334</td><td>7,293</td></tr><tr><td>Other</td><td>(31,527)</td><td>(32,329)</td><td>(29,561)</td></tr><tr><td>Total intersegment sales</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Depreciation and Amortization:</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 17,858</td><td>$ 17,981</td><td>$ 15,008</td></tr><tr><td>Temperature Control</td><td>4,704</td><td>4,373</td><td>4,287</td></tr><tr><td>Other</td><td>1,542</td><td>1,562</td><td>1,162</td></tr><tr><td>Total depreciation and amortization</td><td>$ 24,104</td><td>$ 23,916</td><td>$ 20,457</td></tr><tr><td>Operating income (loss):</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 84,844</td><td>$ 97,403</td><td>$ 101,529</td></tr><tr><td>Temperature Control</td><td>14,586</td><td>19,609</td><td>17,563</td></tr><tr><td>Other</td><td>(18,162)</td><td>(19,491)</td><td>(20,303)</td></tr><tr><td>Total operating income</td><td>$ 81,268</td><td>$ 97,521</td><td>$ 98,789</td></tr><tr><td>Investment in unconsolidated affiliates:</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 2,158</td><td>$ 4,162</td><td>$ 6,221</td></tr><tr><td>Temperature Control</td><td>30,311</td><td>27,022</td><td>13,703</td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Total investment in unconsolidated affiliates</td><td>$ 32,469</td><td>$ 31,184</td><td>$ 19,924</td></tr><tr><td>Capital expenditures:</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 11,435</td><td>$ 17,750</td><td>$ 14,202</td></tr><tr><td>Temperature Control</td><td>7,245</td><td>5,151</td><td>3,652</td></tr><tr><td>Other</td><td>1,461</td><td>1,541</td><td>3,067</td></tr><tr><td>Total capital expenditures</td><td>$ 20,141</td><td>$ 24,442</td><td>$ 20,921</td></tr></table>



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

<table><tr><td rowspan="2"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Total assets:</td><td></td><td></td><td></td></tr><tr><td>Engine Management</td><td>$ 553,480</td><td>$ 527,200</td><td>$ 506,625</td></tr><tr><td>Temperature Control</td><td>205,039</td><td>177,006</td><td>171,136</td></tr><tr><td>Other</td><td>84,613</td><td>83,361</td><td>90,936</td></tr><tr><td>Total assets</td><td>$ 843,132</td><td>$ 787,567</td><td>$ 768,697</td></tr></table>

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

(b) Net sales and intersegment sales for 2017 and 2016 have not been restated and are reported under accounting standards in effect in the period presented, as we adopted ASU 2014-09, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective method.

Other consists of the elimination of intersegment sales from our Engine Management and Temperature Control segments, as well as items pertaining to our Canadian business unit that does not meet the criteria of a reportable operating segment and our corporate headquarters function.

Reconciliation of segment operating income to net earnings:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td><td></td></tr><tr><td colspan="4">(In thousands)</td></tr><tr><td>Operating income</td><td>$ 81,268</td><td>$ 97,521</td><td>$ 98,789</td><td></td></tr><tr><td>Other non-operating income (expense), net</td><td>(411)</td><td>1,250</td><td>1,337</td><td></td></tr><tr><td>Interest expense</td><td>4,026</td><td>2,329</td><td>1,556</td><td></td></tr><tr><td>Earnings from continuing operations before taxes</td><td>76,831</td><td>96,442</td><td>98,570</td><td></td></tr><tr><td>Income tax expense</td><td>19,977</td><td>52,812</td><td>36,158</td><td></td></tr><tr><td>Earnings from continuing operations</td><td>56,854</td><td>43,630</td><td>62,412</td><td></td></tr><tr><td>Discontinued operations, net of tax</td><td>(13,851)</td><td>(5,654)</td><td>(1,982)</td><td></td></tr><tr><td>Net earnings</td><td>$ 43,003</td><td>$ 37,976</td><td>$ 60,430</td><td></td></tr></table>

<table><tr><td rowspan="3"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017 (b)</td><td>2016 (b)</td></tr><tr><td colspan="3">(In thousands)</td></tr><tr><td>Revenues (a):</td><td></td><td></td><td></td></tr><tr><td>United States</td><td>$ 974,360</td><td>$ 1,001,003</td><td>$ 952,019</td></tr><tr><td>Canada</td><td>57,335</td><td>52,005</td><td>53,324</td></tr><tr><td>Mexico</td><td>23,650</td><td>24,521</td><td>24,429</td></tr><tr><td>Europe</td><td>13,578</td><td>14,088</td><td>14,703</td></tr><tr><td>Other foreign</td><td>23,128</td><td>24,526</td><td>14,007</td></tr><tr><td>Total revenues</td><td>$ 1,092,051</td><td>$ 1,116,143</td><td>$1,058,482</td></tr></table>



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

<table><tr><td rowspan="2"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Long-lived assets (c):</td><td colspan="3">(In thousands)</td></tr><tr><td>United States</td><td>$ 198,494</td><td>$ 202,875</td><td>$ 204,592</td></tr><tr><td>Canada</td><td>2,718</td><td>2,017</td><td>1,344</td></tr><tr><td>Mexico</td><td>4,012</td><td>4,449</td><td>3,877</td></tr><tr><td>Europe</td><td>16,880</td><td>18,530</td><td>13,612</td></tr><tr><td>Other foreign</td><td>32,470</td><td>31,185</td><td>19,924</td></tr><tr><td>Total long-lived assets</td><td>$ 254,574</td><td>$ 259,056</td><td>$ 243,349</td></tr></table>

(a) Revenues are attributed to countries based upon the location of the customer.

(b) Revenues for 2017 and 2016 have not been restated and are reported under accounting standards in effect in the period presented, as we adopted ASU 2014-09, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective method.

(c) Long-lived assets are attributed to countries based upon the location of the assets.

Our five largest individual customers accounted for approximately 70% of our consolidated net sales in 2018, 2017 and 2016. During 2018, O'Reilly, NAPA, Advance, and AutoZone accounted for 22%, 17%, 16% and 11% of our consolidated net sales, respectively. Net sales from each of the customers were reported in both our Engine Management and Temperature Control Segments.

For the disaggregation of our net sales from contracts with customers by geographic area, major product group and major sales channels for each of our segments, see Note 2, “Net Sales.”

## 23. Commitments and Contingencies

Total rent expense for the three years ended December 31, 2018 was as follows (in thousands):

<table><tr><td></td><td>Total</td><td>Real Estate</td><td>Other</td></tr><tr><td>2018</td><td>$ 12,605</td><td>$ 9,272</td><td>$ 3,333</td></tr><tr><td>2017</td><td>11,954</td><td>8,983</td><td>2,971</td></tr><tr><td>2016</td><td>10,171</td><td>7,550</td><td>2,621</td></tr></table>

At December 31, 2018, we are obligated to make minimum rental payments through 2028, under operating leases, which are as follows (in thousands):

<table><tr><td>2019</td><td>$ 8,483</td></tr><tr><td>2020</td><td>7,382</td></tr><tr><td>2021</td><td>6,753</td></tr><tr><td>2022</td><td>5,763</td></tr><tr><td>2023</td><td>5,278</td></tr><tr><td>Thereafter</td><td>10,590</td></tr><tr><td>Total</td><td>$ 44,249</td></tr></table>

## Warranties

We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. As of December 31, 2018 and 2017, we have accrued $19.6 million and $20.9 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

based primarily on historical experience of actual warranty claims. Warranty expense for each of the years 2018, 2017 and 2016 were $85.9 million, $94.4 million and $99.1 million, respectively.

The following table provides the changes in our product warranties:

<table><tr><td rowspan="3"></td><td colspan="3">December 31,</td></tr><tr><td>2018</td><td>2017</td><td></td></tr><tr><td colspan="3">(In thousands)</td></tr><tr><td>Balance, beginning of period</td><td>$ 20,929</td><td>$ 24,072</td><td></td></tr><tr><td>Liabilities accrued for current year sales</td><td>85,850</td><td>94,367</td><td></td></tr><tr><td>Settlements of warranty claims</td><td>(87,143)</td><td>(97,510)</td><td></td></tr><tr><td>Balance, end of period</td><td>$ 19,636</td><td>$ 20,929</td><td></td></tr></table>

## Letters of Credit

At December 31, 2018, we had outstanding letters of credit with certain vendors aggregating approximately $3.1 million. These letters of credit are being maintained as security for reimbursements to insurance companies and as security to the landlord of our administrative offices in Long Island City, New York. The contract amount of the letters of credit is a reasonable estimate of their value as the value for each is fixed over the life of the commitment.

## Change of Control Arrangements

We have a change in control arrangement with one key officer. In the event of a change of control (as defined in the agreement), the executive will receive severance payments and certain other benefits as provided in his agreement.

## Asbestos

In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation in the accompanying statement of operations. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed on or after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001, and the amounts paid for settlements, awards of asbestos-related damages, and defense of such claims. At December 31, 2018, approximately 1,430 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through December 31, 2018, the amounts paid for settled claims are approximately $25.6 million. We do not have insurance coverage for the indemnity and defense costs associated with the claims we face.

In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study of the asbestos related liabilities performed by an independent actuarial firm, our settlement amounts and whether there are any co-defendants, the jurisdiction in which lawsuits are filed, and the status and results of such claims. As is our accounting policy, we consider the advice of actuarial consultants with experience in assessing asbestos-related liabilities to estimate our potential claim liability. In addition, based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required. The methodology used to project asbestos-related liabilities and costs in our actuarial study considered: (1) historical data available from publicly available studies; (2) an analysis of our recent claims history to



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

estimate likely filing rates into the future; (3) an analysis of our currently pending claims; and (4) an analysis of our settlements to date in order to develop average settlement values.

In accordance with our policy of performing an annual actuarial evaluation in the third quarter of each year, and whenever events or changes in circumstances indicate that additional provisions may be necessary, an actuarial study was performed as of August 31, 2018. The results of the August 31, 2018 study included an estimate of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs and any potential recovery from insurance carriers, ranging from $37.1 million to $56.9 million for the period through 2061. Based upon the results of the August 31, 2018 actuarial study, in September 2018 we increased our asbestos liability to $37.1 million, the low end of the range, and recorded an incremental pre-tax provision of $3.5 million in earnings (loss) from discontinued operations.

In November 2018, we were involved in an asbestos liability case in California, in which a jury returned a verdict in favor of the plaintiff for the gross amount of $8.6 million in compensatory damages. Of this amount, we were held responsible for approximately $7.4 million, and we plan to pursue all rights of appeal. As a result of this asbestos case, our actuarial firm revised the results of the August 31, 2018 study. The results of the revised actuarial study increased the low end of the estimated range of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs and any potential recovery from insurance carriers, from $37.1 million to $46.7 million, and increased the high end of the range from $56.9 million to $83.9 million for the period through 2061. Based upon the results of the revised actuarial study, in December 2018, and in accordance with our practice, we increased our asbestos liability to $46.7 million, the low end of the range, and recorded an additional incremental pre-tax provision of $10.1 million in earnings (loss) from discontinued operations. Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations, are estimated, according to the revised study, to range from $45 million to $83.1 million.

We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future and whenever events or changes in circumstances indicate that additional provisions may be necessary. Given the uncertainties associated with projecting such matters into the future and other factors outside our control, we can give no assurance that additional provisions will not be required. We will continue to monitor events and changes in circumstances surrounding these potential liabilities in determining whether to perform additional actuarial evaluations and whether additional provisions may be necessary. At the present time, however, we do not believe that any additional provisions would be reasonably likely to have a material adverse effect on our liquidity or consolidated financial position.

## Other Litigation

We are currently involved in various other legal claims and legal proceedings (some of which may involve substantial amounts), including claims related to commercial disputes, product liability, employment, and environmental. Although these legal claims and legal proceedings are subject to inherent uncertainties, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the ultimate outcome of these matters will not, either individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations. We may at any time determine that settling any of these matters is in our best interests, which settlement may include substantial payments. Although we cannot currently predict the specific amount of any liability that may ultimately arise with respect to any of these matters, we will record provisions when the liability is considered probable and reasonably estimable. Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated. As additional information becomes available, we reassess our potential liability related to these matters. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

## 24. Quarterly Financial Data (Unaudited)

<table><tr><td rowspan="3"></td><td colspan="5">2018 Quarter Ended</td></tr><tr><td>Dec. 31</td><td>Sept. 30</td><td>June 30</td><td>Mar. 31</td><td></td></tr><tr><td colspan="5">(In thousands, except per share amounts)</td></tr><tr><td>Net sales</td><td>$ 246,970</td><td>$ 296,619</td><td>$ 286,636</td><td>$ 261,826</td><td></td></tr><tr><td>Gross profit</td><td>71,603</td><td>87,306</td><td>81,289</td><td>72,589</td><td></td></tr><tr><td>Earnings from continuing operations</td><td>12,157</td><td>19,273</td><td>16,827</td><td>8,597</td><td></td></tr><tr><td>Loss from discontinued operations, net of taxes</td><td>(8,837)</td><td>(3,524)</td><td>(882)</td><td>(608)</td><td></td></tr><tr><td>Net earnings</td><td>$ 3,320</td><td>$ 15,749</td><td>$ 15,945</td><td>$ 7,989</td><td></td></tr><tr><td>Net earnings from continuing operations per common share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.54</td><td>$ 0.86</td><td>$ 0.75</td><td>$ 0.38</td><td></td></tr><tr><td>Diluted</td><td>$ 0.53</td><td>$ 0.84</td><td>$ 0.73</td><td>$ 0.37</td><td></td></tr><tr><td>Net earnings per common share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.15</td><td>$ 0.70</td><td>$ 0.71</td><td>$ 0.36</td><td></td></tr><tr><td>Diluted</td><td>$ 0.14</td><td>$ 0.69</td><td>$ 0.69</td><td>$ 0.35</td><td></td></tr></table>

<table><tr><td rowspan="3"></td><td colspan="5">2017 Quarter Ended</td></tr><tr><td>Dec. 31</td><td>Sept. 30</td><td>June 30</td><td>Mar. 31</td><td></td></tr><tr><td colspan="5">(In thousands, except per share amounts)</td></tr><tr><td>Net sales</td><td>$ 239,978</td><td>$ 281,058</td><td>$ 312,729</td><td>$ 282,378</td><td></td></tr><tr><td>Gross profit</td><td>69,345</td><td>82,535</td><td>90,666</td><td>84,110</td><td></td></tr><tr><td>Earnings (loss) from continuing operations</td><td>(8,106)</td><td>17,108</td><td>18,261</td><td>16,367</td><td></td></tr><tr><td>Loss from discontinued operations, net of taxes</td><td>(541)</td><td>(3,983)</td><td>(497)</td><td>(633)</td><td></td></tr><tr><td>Net earnings (loss)</td><td>$ (8,647)</td><td>$ 13,125</td><td>$ 17,764</td><td>$ 15,734</td><td></td></tr><tr><td>Net earnings (loss) from continuing operations per common share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ (0.36)</td><td>$ 0.75</td><td>$ 0.80</td><td>$ 0.72</td><td></td></tr><tr><td>Diluted</td><td>$ (0.36)</td><td>$ 0.74</td><td>$ 0.78</td><td>$ 0.70</td><td></td></tr><tr><td>Net earnings (loss) per common share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ (0.38)</td><td>$ 0.58</td><td>$ 0.78</td><td>$ 0.69</td><td></td></tr><tr><td>Diluted</td><td>$ (0.38)</td><td>$ 0.57</td><td>$ 0.76</td><td>$ 0.67</td><td></td></tr></table>



## ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

## ITEM 9A. CONTROLS AND PROCEDURES

## (a) Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report. This evaluation also included consideration of our internal controls and procedures for the preparation of our financial statements as required under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

## (b) Management’s Report on Internal Control Over Financial Reporting.

Pursuant to Section 404 of the Sarbanes-Oxley Act, as part of this Report we have furnished a report regarding our internal control over financial reporting as of December 31, 2018. The report is under the caption “Management’s Report on Internal Control Over Financial Reporting” in “Item 8. Financial Statements and Supplementary Data,” which report is included herein.

## (c) Attestation Report of Independent Registered Public Accounting Firm.

KPMG LLP, our independent registered public accounting firm, has issued an opinion as to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. The opinion is under the caption “Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting” in “Item 8. Financial Statements and Supplementary Data” for this attestation report, which is included herein.

## (d) Changes in Internal Control Over Financial Reporting.

During the quarter ended December 31, 2018 and subsequent to that date, we have not made changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We continue to review, document and test our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control–Integrated Framework. We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. These efforts may lead to various changes in our internal control over financial reporting.



## ITEM 9B. OTHER INFORMATION

None.

## PART III

## ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the information in our Definitive Proxy Statement to be filed with the SEC in connection with our 2019 Annual Meeting of Stockholders (the “2019 Proxy Statement”) set forth under the captions “Election of Directors,” “Management Information,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

The Board of Directors of the Company has adopted a Code of Ethics that applies to all employees, officers and directors of the Company. The Company’s Code of Ethics is available at www.smpcorp.com under “Investor Relations—Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by disclosing such information on the Company’s website, at the address specified above.

## ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the information in our 2019 Proxy Statement set forth under captions “Corporate Governance,” “Compensation Discussion & Analysis,” “Executive Compensation and Related Information” and “Report of the Compensation and Management Development Committee.”

## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the information in our 2019 Proxy Statement set forth under the captions “Executive Compensation and Related Information” and “Security Ownership of Certain Beneficial Owners and Management.”

## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated herein by reference to the information in our 2019 Proxy Statement set forth under the captions “Corporate Governance” and “Executive Compensation and Related Information.”

## ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the information in our 2019 Proxy Statement set forth under the captions “Audit and Non-Audit Fees.”



## PART IV

## ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) The Index to Consolidated Financial Statements of the Registrant under Item 8 of this Report is incorporated herein by reference as the list of Financial Statements required as part of this Report.

(2) The following financial schedule and related report for the years 2018, 2017 and 2016 is submitted herewith:

Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because they are not required, not applicable or the information is included in the financial statements or notes thereto.

(3) Exhibits.

The exhibit list in the Exhibit Index is incorporated by reference as the list of exhibits required as part of this Report.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX

## Exhibit Number

3.1 Restated By-Laws, dated May 23, 1996 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017).

3.2 Restated Certificate of Incorporation, dated July 31, 1990 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017).

3.3 Certificate of Amendment of the Certificate of Incorporation, dated February 15, 1996 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017).

10.1 Amended and Restated Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc., dated January 1, 2015 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).

10.2 2006 Omnibus Incentive Plan of Standard Motor Products, Inc., as amended (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-174330), filed on May 19, 2011).

10.3 Supplemental Compensation Plan, effective October 1, 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

10.4 Severance Compensation Agreement, dated December 12, 2001, between Standard Motor Products, Inc. and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

10.5 Amendment to the Standard Motor Products, Inc. Supplemental Compensation Plan, effective December 1, 2006 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

10.6 Retention Bonus and Insurance Agreement dated December 26, 2006, between Standard Motor Products, Inc. and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

10.7 Purchase and Sale Agreement, dated December 21, 2007, between Standard Motors Products, Inc. and EXII Northern Boulevard Acquisition LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.8 Lease Agreement, dated March 12, 2008, between Standard Motors Products, Inc. and 37-18 Northern Boulevard LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.9 Amendment to Severance Compensation Agreement, dated as of December 15, 2008, between Standard Motor Products, Inc. and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX

## Exhibit Number

10.10 Amended and Restated Supplemental Executive Retirement Plan, dated as of December 31, 2010 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

10.11 Amendment to Severance Compensation Agreement, dated as of March 8, 2011, between Standard Motor Products, Inc. and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

10.12 Credit Agreement, dated as of October 28, 2015, among Standard Motor Products, Inc., as borrower and the other loan parties thereto, and JPMorgan Chase Bank, N.A., as agent and lender, J.P. Morgan Securities LLC, as sole bookrunner and joint lead arranger, Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents and joint lead arrangers, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed October 30, 2015).

10.13 Standard Motor Products, Inc. 2016 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-211461) filed on May 19, 2016).

10.14 First Amendment to Credit Agreement, dated as of December 10, 2018, among Standard Motor Products, Inc. and SMP Motor Products Ltd., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed December 13, 2018).

10.15 Consulting Agreement, dated as of April 1, 2018, between Standard Motor Products, Inc. and John P. Gethin (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed May 4, 2018).

21 List of Subsidiaries of Standard Motor Products, Inc.

23 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

24 Power of Attorney (see signature page to Annual Report on Form 10-K).

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



# STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to the Original Filing shall be deemed to be “furnished” and not “filed.”



## SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

STANDARD MOTOR PRODUCTS, INC.
(Registrant)

/s/ Eric P. Sills
Eric P. Sills

Chief Executive Officer, President and Director

/s/ James J. Burke
James J. Burke
Chief Operating Officer and
Chief Financial Officer

New York, New York
February 20, 2019

## POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric P. Sills and James J. Burke, jointly and severally, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

February 20, 2019
/s/ Eric P. Sills

Eric P. Sills
Chief Executive Officer, President and Director
(Principal Executive Officer)

February 20, 2019
/s/ James J. Burke

James J. Burke
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)



February 20, 2019 /s/ Lawrence I. Sills
Lawrence I. Sills, Director

February 20, 2019 /s/ John P. Gethin
John P. Gethin, Director

February 20, 2019 /s/ Pamela Forbes Lieberman
Pamela Forbes Lieberman, Director

February 20, 2019 /s/ Patrick S. McClymont
Patrick S. McClymont, Director

February 20, 2019 /s/ Joseph W. McDonnell
Joseph W. McDonnell, Director

February 20, 2019 /s/ Alisa C. Norris
Alisa C. Norris, Director

February 20, 2019 /s/ Frederick D. Sturdivant
Frederick D. Sturdivant, Director

February 20, 2019 /s/ William H. Turner
William H. Turner, Director

February 20, 2019 /s/ Richard S. Ward
Richard S. Ward, Director

February 20, 2019 /s/ Roger M. Widmann
Roger M. Widmann, Director



## STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

## Schedule II - Valuation and Qualifying Accounts

## Years ended December 31, 2018, 2017 and 2016

<table><tr><td rowspan="2">Description</td><td colspan="8">Additions</td></tr><tr><td>Balance at beginning of year</td><td>Charged to costs and expenses</td><td>Other</td><td>Deductions</td><td>Balance at end of year</td><td></td><td></td><td></td></tr><tr><td>Year ended December 31, 2018:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 3,824,000</td><td>$ 325,000</td><td>$ —</td><td>$ (339,000)</td><td>$ 4,488,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for discounts</td><td>1,143,000</td><td>10,359,000</td><td>—</td><td>10,303,000</td><td>1,199,000</td><td></td><td></td><td></td></tr><tr><td></td><td>$ 4,967,000</td><td>$ 10,684,000</td><td>$ —</td><td>$ 9,964,000</td><td>$ 5,687,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for sales returns</td><td>$ 35,916,000</td><td>$ 132,390,000</td><td>$ 6,670,000 (1)</td><td>$ 117,543,000</td><td>$ 57,433,000</td><td></td><td></td><td></td></tr><tr><td>Year ended December 31, 2017:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 3,353,000</td><td>$ 970,000</td><td>$ —</td><td>$ 499,000</td><td>$ 3,824,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for discounts</td><td>1,072,000</td><td>10,664,000</td><td>—</td><td>10,593,000</td><td>1,143,000</td><td></td><td></td><td></td></tr><tr><td></td><td>$ 4,425,000</td><td>$ 11,634,000</td><td>$ —</td><td>$ 11,092,000</td><td>$ 4,967,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for sales returns</td><td>$ 40,176,000</td><td>$ 137,416,000</td><td>$ —</td><td>$ 141,676,000</td><td>$ 35,916,000</td><td></td><td></td><td></td></tr><tr><td>Year ended December 31, 2016:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 3,201,000</td><td>$ 949,000</td><td>$ —</td><td>$ 797,000</td><td>$ 3,353,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for discounts</td><td>1,045,000</td><td>10,039,000</td><td>—</td><td>10,012,000</td><td>1,072,000</td><td></td><td></td><td></td></tr><tr><td></td><td>$ 4,246,000</td><td>$ 10,988,000</td><td>$ —</td><td>$ 10,809,000</td><td>$ 4,425,000</td><td></td><td></td><td></td></tr><tr><td>Allowance for sales returns</td><td>$ 38,812,000</td><td>$ 138,407,000</td><td>$ —</td><td>$ 137,043,000</td><td>$ 40,176,000</td><td></td><td></td><td></td></tr></table>

(1) The other addition to the allowance for sales returns represents the cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of ASU 2014-09, Revenue from Contracts with Customers. For information related to our adoption of ASU 2014-09 see Note 1 “Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements in Item 8 of this Report.



# CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric P. Sills, certify that:

1. I have reviewed this annual report on Form 10-K of Standard Motor Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2019



# CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Burke, certify that:

1. I have reviewed this annual report on Form 10-K of Standard Motor Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2019



# CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Standard Motor Products, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric P. Sills, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Eric P. Sills
Eric P. Sills

Chief Executive Officer, President and Director
February 20, 2019

 \( ^{*} \) A signed original of this written statement required by Section 906 has been provided to Standard Motor Products, Inc. and will be retained by Standard Motor Products, Inc. and furnished to the Securities and Exchange Commission on its staff upon request.



# CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Standard Motor Products, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Burke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ James J. Burke
James J. Burke
Chief Operating Officer and Chief Financial Officer
February 20, 2019

*A signed original of this written statement required by Section 906 has been provided to Standard Motor Products, Inc. and will be retained by Standard Motor Products, Inc. and furnished to the Securities and Exchange Commission on its staff upon request.



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## Reconciliation of GAAP and Non-GAAP Measures

<table><tr><td></td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>EARNINGS FROM CONTINUING OPERATIONS</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>GAAP EARNINGS FROM CONTINUING OPERATIONS</td><td>$ 52,899</td><td>$ 48,120</td><td>$ 62,412</td><td>$ 43,630</td><td>$ 56,854</td></tr><tr><td>CUSTOMER BANKRUPTCY CHARGE</td><td>-</td><td>3,514</td><td>-</td><td>-</td><td>-</td></tr><tr><td>DEFERRED FINANCING FEE WRITE-OFF</td><td>-</td><td>773</td><td>-</td><td>-</td><td>-</td></tr><tr><td>LITIGATION CHARGE</td><td>10,650</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>RESTRUCTURING AND INTEGRATION EXPENSES (INCOME)</td><td>1,197</td><td>(134)</td><td>3,957</td><td>6,173</td><td>4,510</td></tr><tr><td>IMPAIRMENT OF OUR INVESTMENT IN ORANGE ELECTRONICS CO.,LTD</td><td>-</td><td>-</td><td>-</td><td>1,815</td><td>1,683</td></tr><tr><td>IMPACT OF TAX CUTS AND JOBS ACT</td><td>-</td><td>-</td><td>-</td><td>17,515</td><td>-</td></tr><tr><td>REVERSAL OF LT TAX LIABILITY</td><td>(350)</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>CERTAIN TAX CREDITS AND PRODUCTION DEDUCTIONS FINALIZED IN PERIOD</td><td>(361)</td><td>(571)</td><td>(235)</td><td>(463)</td><td>(144)</td></tr><tr><td>GAIN FROM SALE OF BUILDINGS</td><td>(1,048)</td><td>(1,048)</td><td>(1,048)</td><td>(1,084)</td><td>(4,158)</td></tr><tr><td>INCOME TAX EFFECT RELATED TO RECONCILING ITEMS</td><td>(4,320)</td><td>(1,243)</td><td>(1,164)</td><td>(2,050)</td><td>(250)</td></tr><tr><td>NON-GAAP EARNINGS FROM CONTINUING OPERATIONS</td><td>$ 58,667</td><td>$ 49,411</td><td>$ 63,922</td><td>$ 65,572</td><td>$ 58,495</td></tr><tr><td>DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>GAAP DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS</td><td>$ 2.28</td><td>$ 2.08</td><td>$ 2.70</td><td>$ 1.88</td><td>$ 2.48</td></tr><tr><td>CUSTOMER BANKRUPTCY CHARGE</td><td>-</td><td>0.15</td><td>-</td><td>-</td><td>-</td></tr><tr><td>DEFERRED FINANCING FEE WRITE-OFF</td><td>-</td><td>0.03</td><td>-</td><td>-</td><td>-</td></tr><tr><td>LITIGATION CHARGE</td><td>0.46</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>RESTRUCTURING AND INTEGRATION EXPENSES (INCOME)</td><td>0.05</td><td>(0.01)</td><td>0.17</td><td>0.27</td><td>0.20</td></tr><tr><td>IMPAIRMENT OF OUR INVESTMENT IN ORANGE ELECTRONICS CO.,LTD</td><td>-</td><td>-</td><td>-</td><td>0.08</td><td>0.07</td></tr><tr><td>IMPACT OF TAX CUTS AND JOBS ACT</td><td>-</td><td>-</td><td>-</td><td>0.75</td><td>-</td></tr><tr><td>REVERSAL OF LT TAX LIABILITY</td><td>(0.02)</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>CERTAIN TAX CREDITS AND PRODUCTION DEDUCTIONS FINALIZED IN PERIOD</td><td>(0.02)</td><td>(0.03)</td><td>(0.01)</td><td>(0.02)</td><td>(0.01)</td></tr><tr><td>GAIN FROM SALE OF BUILDINGS</td><td>(0.04)</td><td>(0.04)</td><td>(0.04)</td><td>(0.03)</td><td>(0.18)</td></tr><tr><td>INCOME TAX EFFECT RELATED TO RECONCILING ITEMS</td><td>(0.19)</td><td>(0.05)</td><td>(0.05)</td><td>(0.09)</td><td>(0.01)</td></tr><tr><td>NON-GAAP DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS</td><td>$ 2.52</td><td>$ 2.13</td><td>$ 2.77</td><td>$ 2.83</td><td>$ 2.55</td></tr></table>

<table><tr><td></td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>EBITDA WITHOUT SPECIAL ITEMS</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>GAAP EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES</td><td>$ 81,753</td><td>$ 74,103</td><td>$ 98,570</td><td>$ 96,442</td><td>$ 76,831</td></tr><tr><td>DEPRECIATION &amp; AMORTIZATION</td><td>17,295</td><td>17,637</td><td>20,457</td><td>23,916</td><td>24,104</td></tr><tr><td>INTEREST EXPENSE</td><td>1,616</td><td>1,537</td><td>1,556</td><td>2,329</td><td>4,026</td></tr><tr><td>EBITDA</td><td>100,664</td><td>93,277</td><td>120,583</td><td>122,687</td><td>104,961</td></tr><tr><td>CUSTOMER BANKRUPTCY CHARGE</td><td>-</td><td>3,514</td><td>-</td><td>-</td><td>-</td></tr><tr><td>DEFERRED FINANCING FEE WRITE-OFF</td><td>-</td><td>773</td><td>-</td><td>-</td><td>-</td></tr><tr><td>LITIGATION CHARGE</td><td>10,650</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>RESTRUCTURING AND INTEGRATION EXPENSES (INCOME)</td><td>1,197</td><td>(134)</td><td>3,957</td><td>6,173</td><td>4,510</td></tr><tr><td>IMPAIRMENT OF OUR INVESTMENT IN ORANGE ELECTRONICS CO.,LTD</td><td>-</td><td>-</td><td>-</td><td>1,815</td><td>1,683</td></tr><tr><td>GAIN FROM SALE OF BUILDINGS</td><td>(1,048)</td><td>(1,048)</td><td>(1,048)</td><td>(1,084)</td><td>(4,158)</td></tr><tr><td>SPECIAL ITEMS</td><td>10,799</td><td>3,105</td><td>2,909</td><td>6,940</td><td>2,035</td></tr><tr><td>EBITDA WITHOUT SPECIAL ITEMS</td><td>$ 111,463</td><td>$ 96,382</td><td>$ 123,492</td><td>$ 129,627</td><td>$ 106,996</td></tr></table>

MANAGEMENT BELIEVES THAT EARNINGS FROM CONTINUING OPERATIONS, DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS AND EBITDA WITHOUT SPECIAL ITEMS, WHICH ARE NON-GAAP MEASUREMENTS, ARE MEANINGFUL TO INVESTORS BECAUSE THEY PROVIDE A VIEW OF THE COMPANY WITH RESPECT TO ONGOING OPERATING RESULTS. SPECIAL ITEMS REPRESENT SIGNIFICANT CHARGES OR CREDITS THAT ARE IMPORTANT TO AN UNDERSTANDING OF THE COMPANY'S OVERALL OPERATING RESULTS IN THE PERIODS PRESENTED. SUCH NON-GAAP MEASUREMENTS ARE NOT RECOGNIZED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND SHOULD NOT BE VIEWED AS AN ALTERNATIVE TO GAAP MEASURES OF PERFORMANCE.



## BOARD OF DIRECTORS

LAWRENCE I. SILLS
Executive Chairman of the
Board of Directors

WILLIAM H. TURNER
Chairman of the International
College, Beirut, Lebanon

JOHN P. GETHIN
Former Chief Operating Officer
of Standard Motor Products, Inc.

## PAMELA FORBES
LIEBERMAN

Former Interim Chief Operating Officer of Entertainment Resource, Inc.

## PATRICK S. MCCLYMONT

Executive Vice President and
Chief Financial Officer of
IMAX Corporation

## JOSEPH W. MCDONNELL

Professor at Edmund S. Muskie
School of Public Service at
University of Southern Maine

## ALISA C. NORRIS

Chief Marketing and
Communications Officer
of JDRF International

## ERIC P. SILLS

Chief Executive Officer and President of Standard Motor Products, Inc

## FREDERICK D. STURDIVANT

Adjunct Professor at Warrington College of Business at University of Florida

## RICHARD S. WARD

Former Executive Vice President and General Counsel of ITT Corporation

ROGER M. WIDMANN
Chairman of Cedar Realty Trust, Inc.

## OFFICE OF CHIEF
EXECUTIVE

ERIC P. SILLS
Director, Chief Executive Officer
and President

JAMES J. BURKE
Chief Operating Officer
and Chief Financial Officer

## DALE BURKS

Executive Vice President
and Chief Commercial Officer

## CORPORATE
OFFICERS

CARMINE J. BROCCOLE
Senior Vice President
General Counsel and Secretary

RAY NICHOLAS
Vice President
Information Technology and
Chief Information Officer

THOMAS S. TESORO
Vice President
Human Resources

WILLIAM J. FAZIO
Chief Accounting Officer

ERIN PAWLISH
Treasurer