| ITEM 2.02 | Results of Operations and Financial Condition. |
On February 28, 2022, Stoneridge, Inc. (the “Company”) issued
a press release announcing its results for the fourth quarter and full-year ended December 31, 2021. A copy of the press release
is attached hereto as Exhibit 99.1. On March 1, 2022, members of the Company’s management will hold a full-year and fourth quarter
2021 earnings conference call to discuss the Company’s financial results and the presentation attached hereto as Exhibit 99.2, will
accompany management’s comments.
The press release and earnings conference call presentation contain
certain non-GAAP financial measures, including Adjusted Sales, Adjusted Gross Profit and Margin, Adjusted Operating Income (Loss) and
Margin, Adjusted Income (Loss) Before Tax, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share (“Adjusted EPS”),
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA
Ratio, Adjusted EBITDA Margin, Net Debt, Adjusted Income Tax Benefit and Adjusted Tax Rate (collectively, the “Non-GAAP Financial
Measures”). Management believes that the presentation of the Non-GAAP Financial Measures used in the press release and earnings
conference call presentation are useful to both management and investors in their analysis of the Company’s financial position,
results of operations and expected results of operations because the Non-GAAP Financial Measures facilitate a period to period comparison
of operating results by excluding significant unusual, non-recurring items in 2021 and 2020. For 2021, these items relate to the pre-tax
sales from spot purchase recovery, after-tax and pre-tax gain on sale of the Canton facility, after-tax and pre-tax Brazilian indirect
tax impairment, after-tax and pre-tax gain from disposal of Soot Sensor Business, after-tax and pre-tax sale of Soot Sensor product inventory,
pre-tax environmental remediation costs, pre-tax sales from disposed Soot Sensor Business, pre-tax operating income (loss) from disposed
Soot Sensor Business, after-tax and pre-tax change in fair value of the earn-out consideration related to the acquisition of the remaining
26% minority interest in Stoneridge Brazil, after-tax and pre-tax Stoneridge Brazil TSA and monetary correction, after-tax loss and pre-tax
gain from disposal of MSIL joint venture, after-tax and pre-tax restructuring costs, after-tax and pre-tax business realignment costs
and EPS attributable to disposed Soot Sensor Business. For 2020, these items relate to the pre-tax change in fair value of the earn-out
consideration related to the acquisition of the remaining 26% minority interest in Stoneridge Brazil, pre-tax restructuring costs, pre-tax
business realignment costs, pre-tax earnings (loss) in Autotech fund investment, pre-tax share-based compensation accelerated vesting,
EPS attributable to disposed Soot Sensor Business, pre-tax sales from disposed Soot Sensor Business and pre-tax operating income (loss)
from disposed Soot Sensor Business. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute
for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures used by the Company may not
be comparable to non-GAAP financial measures used by other companies. Adjusted Sales, Adjusted Gross Profit and Margin, Adjusted Operating
Income (Loss) and Margin, Adjusted Income (Loss) Before Tax, Adjusted Net Income (Loss), Adjusted EPS, EBITDA, EBITDA Margin, Adjusted
EBITDA, Adjusted EBITDA Ratio, Adjusted EBITDA Margin, Net Debt, Adjusted Income Tax Benefit and Adjusted Tax Rate should not be considered
a substitute for Sales, Gross Profit, Operating Income (Loss), Income (Loss) Before Tax, Net Income (Loss), Earnings (Loss) per Share,
Debt, Income Tax Benefit, or Tax Rate prepared in accordance with GAAP.