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

The following table provides a brief description of the additional recent accounting pronouncements that could have an impact on our financial statements.

Standard	Description	Date of adoption	Effects on the financial statements or other significant matters

ASU ~~2015-11,~~ 2016-02, ~~Simplifying the Measurement of Inventory~~Leases	This standard ~~changes~~outlines the ~~measurement principle~~need to recognize a right-of-use asset and a lease liability for ~~inventory from~~virtually all leases (other than leases that meet the ~~lower~~definition of ~~cost~~a short-term lease). For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or market to lower of cost and net realizable value for entities that measures inventory using first-in, first-out or average cost. In addition, this standard eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximate normal profit margin when measuring inventory.financing. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern.	January 1, ~~2017~~2019, with early adoption permitted	The ~~prospective adoption~~new standard must be adopted utilizing a modified retrospective transition, and provides for certain expedients. The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet. To date, we have taken an inventory of all of our operating leases, which consist primarily of real estate and auto leases, and are currently evaluating the appropriate discount rates to use in calculating the right to use asset. We will be continuously assessing the impact of the new standard ~~did not have a material effect~~and the impact on our ~~consolidated financial statements.~~systems and processes through January 1, 2019, our planned date of adoption.


	ASU ~~2016-09,~~2017-04, ~~Improvements to Employee Share-Based Payment Accounting~~Simplifying the Test for Goodwill Impairment		This standard is intended to simplify the accounting for goodwill impairment. ASU 2017-04 removes Step 2 of the test, which requires ~~(1) that~~a hypothetical purchase price allocation. A goodwill impairment will now be the ~~tax effects related~~amount by which a reporting unit’s carrying value exceeds its fair value, not to ~~share-based payments at settlement (or expiration) be recorded through~~exceed the tax provision (benefit) in the income statement rather than in equity as permitted under current guidance under certain circumstances; (2) that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statementcarrying amount of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities; and (3) that when computing diluted earnings per share, the effect of “windfall” tax benefits be excluded from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method.goodwill.		January 1, ~~2017~~2020, with early adoption permitted		The new standard should be applied prospectively. We ~~adopted~~will consider the new standard ~~prospectively. The adoption~~when performing our annual impairment test and evaluate when we will adopt the new standard.

Note 3.

Net Sales

Significant Accounting Policy

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.

Shipping and handling costs, as well as freight to customers, are included in distribution expenses as part of selling, general and administrative expenses.

Revenue Recognition

We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments. 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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Product Warranty and Overstock Returns

Disaggregation of Net Sales

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 three months ended March 31, 2018 and 2017 (in thousands):

Three months ended March 31, 2018 (a)	Engine Management		Temperature Control		Other (c)			Total
Geographic Area:
United States	$	174,584	$	55,571	$	—		$	230,155
Canada		7,804		3,931		2,107			13,842
Mexico		8,222		212		—			8,434
Europe		3,480		164		—			3,644
Other foreign		5,398		353		—			5,751
Total	$	199,488	$	60,231	$	2,107		$	261,826

Major Product Group:
Ignition, emissions and fuel system parts	$	160,732	$	—	$	1,662		$	162,394
Wire and cable		38,756		—		191			38,947
Compressors		—		29,898		(56	)		29,842
Other climate control parts		—		30,333		310			30,643
Total	$	199,488	$	60,231	$	2,107		$	261,826

Major Sales Channel:
Aftermarket	$	169,310	$	51,630	$	2,107		$	223,047
OE/OES		25,056		8,101		—			33,157
Export		5,122		500		—			5,622
Total	$	199,488	$	60,231	$	2,107		$	261,826

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Three months ended March 31, 2017 (a)(b)	Engine Management		Temperature Control		Other (c)			Total
Geographic Area:
United States	$	185,902	$	65,039	$	—		$	250,941
Canada		9,767		4,357		774			14,898
Mexico		7,031		224		—			7,255
Europe		3,814		204		—			4,018
Other foreign		4,800		466		—			5,266
Total	$	211,314	$	70,290	$	774		$	282,378

Major Product Group:
Ignition, emissions and fuel system parts	$	165,153	$	—	$	723		$	165,876
Wire and cable		46,161		—		227			46,388
Compressors		—		37,922		(302	)		37,620
Other climate control parts		—		32,368		126			32,494
Total	$	211,314	$	70,290	$	774		$	282,378

Major Sales Channel:
Aftermarket	$	179,765	$	61,799	$	774		$	242,338
OE/OES		26,504		7,989		—			34,493
Export		5,045		502		—			5,547
Total	$	211,314	$	70,290	$	774		$	282,378

(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, using the modified retrospective method.

(c)

Other consists of the ~~new standard did~~elimination of intersegment sales from our Engine Management and Temperature Control segments as well as sales from our Canadian business unit that does not ~~have~~meet the criteria of a material effect on our first quarter 2017 consolidated financial statements, and based upon the current price of our common stock, we do not expect that the adoption of the new standard will have a material effect on our consolidated financial statementsreportable operating segment. Intersegment compressor sales for the ~~year~~three months ended ~~December~~March 31, ~~2017.~~2018 and 2017 exceeded third party sales from our Canadian business unit.

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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Major Product Group

The Engine Management segment of the Company principally generates revenue from the sale of automotive engine replacement parts including ignition, emission and fuel system parts, 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.

Note 3.4.

Business Acquisitions and Investments

~~2016 Business Acquisitions~~2018 Increase in Equity Investment

Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd.

In ~~May 2016,~~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 ~~North American~~joint venture for RMB 26,475,583 (approximately $4.2 million), thereby increasing our equity interest in the joint venture to 65%. Payment for our additional 15% investment will be made in six cash installments, with $0.7 million paid in March 2018 and the balance paid on various dates through May 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.

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 ~~ignition wire business of General Cable Corporation~~aftermarket and the Chinese OE market. We acquired our 50% interest in the joint venture for approximately ~~$67.5~~$12.5 million. ~~The acquisition~~Payment for our acquired interest in the joint venture was made in installments with approximately $6.8 million paid ~~for~~ in ~~cash funded by our revolving credit facility with JPMorgan Chase, as agent. The acquisition includes the purchase of certain assets~~2017 and the ~~assumption~~balance of ~~certain liabilities~~approximately $5.7 million paid in January 2018. We determined that due to a lack of ~~General Cable Corporation’s (and certain of its affiliates) automotive ignition wire business in North America as well as 100%~~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 ~~interests~~method of ~~a General Cable subsidiary in Nogales, Mexico.~~accounting.

1114

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

~~The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values (in thousands):~~

Purchase Price $ 67,451
Assets acquired and liabilities assumed:
Receivables $ 3,130
Inventory 12,567
Other current and noncurrent assets (1) 334
Property, plant and equipment, net 2,660
Intangible assets 42,440
Goodwill 12,746
Current liabilities (6,426 )
Net assets acquired $ 67,451

~~(1)~~

~~Other current and noncurrent assets includes $0.2 million of cash acquired.~~

Intangible assets acquired of $42.4 million consists of customer relationships of $39.4 million that will be amortized on a straight-line basis over the estimated useful life of 15 years; a non-compete agreement of $2.2 million that will be amortized on a straight-line basis over the estimated useful life of 5 years; and a supply agreement of $0.8 million that will be amortized on a straight-line basis over the estimated useful life of 1 year. Goodwill of $12.7 million was allocated to the Engine Management Segment and is deductible for income tax purposes. The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations, as well as the value of expected synergies.

~~Revenues included in our consolidated statements of operations for the acquisition was $23.4 million for the three months ended March 31, 2017.~~

Note 4.5.

Restructuring and Integration Expenses

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 ~~including the plant rationalization program and the wire and cable relocation program~~ as of December 31, ~~2016~~2017 and March 31, ~~2017~~2018 and activity for the three months ended March 31, ~~2017~~2018 consisted of the following (in thousands):

Workforce
Reduction

Other Exit
Costs
Total
Exit activity liability at December 31, 2016 $ 2,576 $ — $ 2,576
Restructuring and integration costs:
Amounts provided for during 2017 1,125 422 1,547
Cash payments (553 ) (422 ) (975 )
Exit activity liability at March 31, 2017
$ 3,148 $ — $ 3,148

	Workforce Reduction			Other Exit Costs			Total
Exit activity liability at December 31, 2017	$	2,854		$	—		$	2,854
Restructuring and integration costs:
Amounts provided for during 2018		133			2,703			2,836
Non-cash usage, including asset write-downs		—			(181	)		(181	)
Cash payments		(950	)		(2,522	)		(3,472	)
Foreign currency exchange rate changes		26			—			26
Exit activity liability at March 31, 2018	$	2,063		$	—		$	2,063

Restructuring Costs

Plant Rationalization Program

Activity, by segment, for the three months ended March 31, 2018 related to our plant rationalization program consisted of the following (in thousands):

	Engine Management		Temperature Control			Other		Total
Exit activity liability at December 31, 2017	$	—	$	1,476		$	—	$	1,476
Restructuring and integration costs:
Amounts provided for during 2018		—		7			—		7
Cash payments		—		(647	)		—		(647	)
Exit activity liability at March 31, 2018	$	—	$	836		$	—	$	836

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 plant rationalization, we will ~~be closed.~~relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. In addition, certain production activities will be relocated from our ~~Greenville, South Carolina~~Independence, Kansas manufacturing facility to our manufacturing facility in ~~Bialystok, Poland.~~Reynosa, Mexico. Restructuring and integration expenses expected to be incurred related to the program of approximately $6$3.3 million, consisting of employee severance and relocation of certain machinery and equipment, will be recognized throughout the program. Through March 31, ~~2017,~~2018, total restructuring and integration expenses related to the program of ~~$4.3~~approximately $3.2 million were recognized. We anticipate that the Orlando plant rationalization will be completed by the end of ~~2017.~~the second half of 2018.

1215

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Activity, by segment, for the three months ended March 31, ~~2017 related to our plant rationalization program consisted of the following (in thousands):~~

Engine
Management

Temperature
Control

Other
Total
Exit activity liability at December 31, 2016
$ 11 $ 2,043 $ — $ 2,054
Restructuring and integration costs:
Amounts provided for during 2017 386 734 — 1,120
Cash payments (397 ) (520 ) — (917 )
Exit activity liability at March 31, 2017
$ — $ 2,257 $ — $ 2,257

~~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 another plant rationalization initiative at our Orlando, Florida facility. As part of the plant rationalization, we plan to relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. Restructuring and integration expenses expected to be incurred related to the program of approximately $3.1 million, consisting of employee severance and relocation of certain machinery and equipment, will be recognized throughout the program. Through March 31, 2017, total restructuring and integration expenses related to the program of $0.3 million were recognized. We anticipate that the Orlando plant rationalization will be completed within 12 to 24 months.

~~Activity, by segment, for the three months ended March 31, 2017~~2018 related to our Orlando plant rationalization program consisted of the following (in thousands):

Engine
Management

Temperature
Control

Other
Total
Exit activity liability at December 31, 2016
$ — $ — $ — $ —
Restructuring and integration costs:
Amounts provided for during 2017 306 — — 306
Cash payments (24 ) — — (24 )
Exit activity liability at March 31, 2017
$ 282 $ — $ — $ 282

	Engine Management			Temperature Control		Other		Total
Exit activity liability at December 31, 2017	$	986		$	—	$	—	$	986
Restructuring and integration costs:
Amounts provided for during 2018		1,471			—		—		1,471
Non-cash usage, including asset write-downs		(12	)		—		—		(12	)
Cash payments		(1,507	)		—		—		(1,507	)
Exit activity liability at March 31, 2018	$	938		$	—	$	—	$	938

Integration Costs

Wire and Cable Relocation

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

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

Engine
Management

Temperature
Control

Other
Total
Exit activity liability at December 31, 2016
$ 522 $ — $ — $ 522
Restructuring and integration costs:
Amounts provided for during 2017 121 — — 121
Cash payments (34 ) — — (34 )
Exit activity liability at March 31, 2017
$ 609 $ — $ — $ 609

	Engine Management			Temperature Control		Other		Total
Exit activity liability at December 31, 2017	$	392		$	—	$	—	$	392
Restructuring and integration costs:
Amounts provided for during 2018		1,358			—		—		1,358
Non-cash usage, including asset write-downs		(169	)		—		—		(169	)
Cash payments		(1,318	)		—		—		(1,318	)
Foreign currency exchange rate changes		26			—		—		26
Exit activity liability at March 31, 2018	$	289		$	—	$	—	$	289

Note 5.6.

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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Pursuant to these agreements, we sold ~~$179.7~~$157.5 million and ~~$165.9~~$179.7 million of receivables during the three months ended March 31, ~~2017~~2018 and ~~2016~~2017, respectively. A charge in the amount of ~~$5.2~~$5.4 million and $4$5.2 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, 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.

Note 6.7.

Inventories

Inventories, which are stated at the lower of cost (determined by means of the first-in, first-out method) or market, consist of the following:

	March 31, 2018		December 31, 2017
	(In thousands)

Finished goods	$	215,057	$	209,800
Work in process		8,438		7,536
Raw materials		106,289		109,075
Subtotal		329,784		326,411
Unreturned customer inventories (1)		18,674		—
Total inventories	$	348,458	$	326,411

March 31,
2017

December 31,
2016

(In thousands)

Finished goods $ 217,220 $ 203,700
Work in process 8,529 6,823
Raw materials 106,069 101,954
Total inventories $ 331,818 $ 312,477

(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 2, “Summary of Significant Accounting Policies” for additional information.

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

Note 7.8.

Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

	March 31, 2017			December 31, 2016			March 31, 2018			December 31, 2017
	(In thousands)						(In thousands)
Customer relationships	$	87,220		$	87,070		$	87,462		$	87,290
Trademarks and trade names		6,800			6,800			6,800			6,800
Non-compete agreements		3,194			3,189			3,200			3,193
Patents		723			723			723			723
Supply agreements		800			800			800			800
Leaseholds		160			160			160			160
Total acquired intangible assets		98,897			98,742			99,145			98,966
Less accumulated amortization (1)		(37,970	)		(35,830	)		(45,787	)		(43,853	)
Net acquired intangible assets	$	60,927		$	62,912		$	53,358		$	55,113

(1)

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

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Total amortization expense for acquired intangible assets was ~~$2.1~~$1.9 million and ~~$1.2~~$2.1 million for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be ~~$5.9~~$5.7 million for the remainder of ~~2017, $7.5 million in~~ 2018, ~~$6.3~~$6.4 million in 2019, ~~$5.9~~$6 million in 2020, $4.6 million in 2021 and ~~$30.1~~$25.5 million in the aggregate for the years ~~2021~~2022 through 2031.

Note 8.9.

Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

	March 31, 2018		December 31, 2017
	(In thousands)
Revolving credit facilities	$	90,000	$	57,000
Other (1)		5,922		4,778
Total debt	$	95,922	$	61,778

Current maturities of debt	$	95,880	$	61,699
Long-term debt		42		79
Total debt	$	95,922	$	61,778

March 31,
2017

December 31,
2016

(In thousands)
Revolving credit facilities $ 82,045 $ 54,812
Other 155 163
Total debt $ 82,200 $ 54,975

Current maturities of debt $ 82,089 $ 54,855
Long-term debt 111 120
Total debt $ 82,200 $ 54,975

(1)

Other includes borrowings under our Polish overdraft facility of Zloty 19.8 million (approximately $5.8 million).

Revolving Credit Facility

In October 2015, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders 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 a maturity date in October 2020. The line of credit under the 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 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 credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

Borrowings under the 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 credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the credit agreement, there was an additional ~~$149.2~~$120.8 million available for us to borrow pursuant to the formula at March 31, ~~2017~~2018. Outstanding borrowings under the credit agreements, which are classified as current liabilities, were ~~$82~~$90 million and ~~$54.8~~$57 million at March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Borrowings under the restated credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

At March 31, 2018, the weighted average interest rate on our credit agreement was 3%, which consisted of $90 million in direct borrowings. At December 31, 2017, the weighted average interest rate on our credit agreement was ~~2.3%~~2.7%, which consisted of ~~$78~~$57 million in direct ~~borrowings at 2.2% and an alternative base rate loan of $4 million at 4.3%. At~~ ~~December~~ ~~31, 2016, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $45 million in direct borrowings at 2% and an alternative base rate loan of $9.8 million at 4%.~~borrowings. During the three months ended March 31, ~~2017,~~2018, our average daily alternative base rate loan balance was ~~$6.2~~$1.2 million compared to a balance of ~~$3.2~~$6.2 million for the three months ended March 31, ~~2016~~2017 and a balance of ~~$2.6~~$3.8 million for the year ended December 31, ~~2016.~~2017.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

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 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 March 31, ~~2017,~~2018, we were not subject to these covenants. The 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 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

In December 2017, our Polish subsidiary, SMP Poland sp.z.o.o., entered into an overdraft facility with HSBC Bank Polska S.A. (“HSBC Poland”) for Zloty 30 million (approximately $8.8 million). The facility expires in December 2018. 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 March 31, 2018, borrowings under the overdraft facility were Zloty 19.8 million (approximately $5.8 million).

Deferred Financing Costs

We had deferred financing costs of ~~$1.2~~$0.9 million and ~~$1.3~~$1 million as of March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Deferred financing costs are related to our revolving credit facility. Deferred financing costs as of March 31, ~~2017~~2018 are being amortized in the amounts of $0.3 million for the remainder of ~~2017, $0.3 million in~~ 2018, $0.3 million in 2019, and $0.3 million in 2020.

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

Note 9.10.

Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Unrecognized Postretirement Benefit Costs (Credit)			Total			Foreign Currency Translation Adjustments			Unrecognized Postretirement Benefit Costs (Credit)			Total
Balance at December 31, 2016	$	(11,252	)	$	224		$	(11,028	)
Balance at December 31, 2017										$	(4,225	)	$	116		$	(4,109	)
Other comprehensive income before reclassifications		2,723			—			2,723			2,219			—			2,219
Amounts reclassified from accumulated other comprehensive income		—			(35	)		(35	)		—			(5	)		(5	)
Other comprehensive income, net		2,723			(35	)		2,688			2,219			(5	)		2,214
Balance at March 31, 2017	$	(8,529	)	$	189		$	(8,340	)
Balance at March 31, 2018										$	(2,006	)	$	111		$	(1,895	)

Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)

Details About Accumulated Other Comprehensive Income Components	Three Months Ended March 31, 2017			Three Months Ended March 31, 2018
Amortization of postretirement benefit plans:
Prior service benefit (1)	$	—		$	—
Unrecognized gain (1)		(59	)		(9	)
Total before income tax		(59	)		(9	)
Income tax expense		24			4
Total reclassifications for the period	$	(35	)	$	(5	)

(1)

These accumulated other comprehensive income components are included in the computation of net periodic postretirement benefit costs, which are included in ~~selling, general and administrative expenses~~other non-operating income, net in our consolidated statements of operations (see Note 1112 for additional details).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note ~~10.~~11.

Stock-Based Compensation Plans

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 cost is recognized in the consolidated statement of operations over the period during which an employee is required to provide service in exchange for the award.

Restricted and Performance Stock Grants

As part of the 2016 Omnibus Incentive Plan, 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. Forfeitures on restricted stock grants are estimated at 5% for employees and 0% for executives and directors, respectively, based on our evaluation of historical and expected future turnover.

Our restricted and performance-based share activity was as follows for the three months ended March 31, 2018:

	Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2017		853,958		$	33.25
Granted		129			41.18
Vested		(2,200	)		41.71
Forfeited		(1,575	)		41.44
Balance at March 31, 2018		850,312		$	33.21

We recorded compensation expense related to restricted shares and performance-based shares of $1.9 million ($1.4 million, net of tax) and $1.8 million ($1.1 million, net of tax) for the three months ended March 31, 2018 and 2017, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $14.7 million at March 31, 2018, and is expected to be recognized as they vest over a weighted average period of 4.5 years and 0.1 years for employees and directors, respectively.

1720

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

~~Our restricted and performance-based share activity was as follows for the three months ended March 31, 2017:~~

Shares
Weighted Average
Grant Date Fair
Value Per Share

Balance at December 31, 2016 822,848 $ 30.46
Granted 450 47.70
Vested (6,659 ) 24.76
Forfeited (2,575 ) 34.69
Balance at March 31, 2017 814,064 $ 30.51

We recorded compensation expense related to restricted shares and performance-based shares of $1.8 million ($1.1 million, net of tax) and $1.1 million ($0.7 million, net of tax) for the three months ended March 31, 2017 and 2016, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $14.2 million at March 31, 2017, and is expected to be recognized as they vest over a weighted average period of 5.5 years and 0.1 years for employees and directors, respectively.

Note ~~11.~~12.

Employee 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 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 upon termination of the plan at December 31, 2016 will remain available for use until December 31, 2018. Any remaining balance at December 31, 2018 will be forfeited. Postretirement medical and dental benefits to eligible employees will continue to be provided to the 39 former union employees in the U.S.

The components of net periodic benefit cost for our postretirement benefit plans for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 were as follows (in thousands):

	Three Months Ended March 31,
Postretirement benefits	2018			2017 (1)
Service cost	$	—		$	—
Interest cost		2			2
Amortization of prior service cost		—			—
Actuarial net (gain) loss		(9	)		(59	)
Net periodic benefit cost (credit)	$	(7	)	$	(57	)

Three Months Ended
March 31,

Postretirement benefits 2017 2016
Service cost $ — $ —
Interest cost 2 3
Amortization of prior service cost — (13 )
Actuarial net (gain) loss (59 ) 275
Net periodic benefit cost (credit) $ (57 ) $ 265

(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 2, “Summary of Significant Accounting Policies” for additional information.

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,~~2018, we made company contributions to the plan of ~~$0.3~~$0.6 million related to calendar year ~~2016.~~2017.

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

We also have an Employee Stock Ownership Plan and Trust 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 their fiduciary duties. During the three months ended March 31, ~~2017,~~2018, we contributed to the trust an additional ~~43,300~~53,300 shares from our treasury and released ~~43,300~~53,300 shares from the trust leaving 200 shares remaining in the trust as of March 31, ~~2017.~~2018.

Note ~~12.~~13.

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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note ~~13.~~14.

Earnings Per 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):

Three Months Ended
March 31,

Basic Net Earnings Per Common Share: 2017 2016
Earnings from continuing operations $ 16,367 $ 12,656
Loss from discontinued operations (633 ) (452 )
Net earnings available to common stockholders $ 15,734 $ 12,204

Weighted average common shares outstanding 22,847 22,642

Earnings from continuing operations per common share $ 0.72 $ 0.56
Loss from discontinued operations per common share (0.03 ) (0.02 )
Basic net earnings per common share $ 0.69 $ 0.54

Diluted Net Earnings Per Common Share:
Earnings from continuing operations $ 16,367 $ 12,656
Loss from discontinued operations (633 ) (452 )
Net earnings available to common stockholders $ 15,734 $ 12,204

Weighted average common shares outstanding 22,847 22,642
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance stock 467 303
Weighted average common shares outstanding – Diluted 23,314 22,945

Earnings from continuing operations per common share $ 0.70 $ 0.55
Loss from discontinued operations per common share (0.03 ) (0.02 )
Diluted net earnings per common share $ 0.67 $ 0.53

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

	Three Months Ended March 31,
Basic Net Earnings Per Common Share:	2018			2017
Earnings from continuing operations	$	8,597		$	16,367
Loss from discontinued operations		(608	)		(633	)
Net earnings available to common stockholders	$	7,989		$	15,734

Weighted average common shares outstanding		22,499			22,847

Earnings from continuing operations per common share	$	0.38		$	0.72
Loss from discontinued operations per common share		(0.02	)		(0.03	)
Basic net earnings per common share	$	0.36		$	0.69

Diluted Net Earnings Per Common Share:
Earnings from continuing operations	$	8,597		$	16,367
Loss from discontinued operations		(608	)		(633	)
Net earnings available to common stockholders	$	7,989		$	15,734

Weighted average common shares outstanding		22,499			22,847
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance stock		468			467
Weighted average common shares outstanding – Diluted		22,967			23,314

Earnings from continuing operations per common share	$	0.37		$	0.70
Loss from discontinued operations per common share		(0.02	)		(0.03	)
Diluted net earnings per common share	$	0.35		$	0.67

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):

Three Months Ended
March 31,

2017 2016
Restricted and performance shares 249 358

	Three Months Ended March 31,
	2018		2017
Restricted and performance shares		277		249

Note ~~14.~~15.

Industry Segments

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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The following tables show our net sales, intersegment revenue and operating income by our operating segments (in thousands):

	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Net Sales(a)
Engine Management	$	211,314		$	180,681		$	199,488		$	211,314
Temperature Control		70,290			56,766			60,231			70,290
All Other		774			1,464			2,107			774
Consolidated	$	282,378		$	238,911		$	261,826		$	282,378

Intersegment Revenue(a)
Engine Management	$	7,312		$	4,872		$	5,991		$	7,312
Temperature Control		2,029			1,594			1,680			2,029
All Other		(9,341	)		(6,466	)		(7,671	)		(9,341	)
Consolidated	$	—		$	—		$	—		$	—

Operating Income
Engine Management	$	27,285		$	24,204		$	17,376		$	27,285
Temperature Control		3,967			2,167			831			3,967
All Other		(5,733	)		(6,352	)		(5,900	)		(5,790	)
Consolidated	$	25,519		$	20,019		$	12,307		$	25,462

Segment net sales include intersegment sales in 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 3, “Net Sales.”

Note ~~15.~~16.

Commitments and Contingencies

Asbestos

In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation. 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 indemnity and defense thereof. At March 31, ~~2017,~~2018, approximately ~~1,580~~1,545 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through March 31, ~~2017,~~2018, the amounts paid for settled claims are approximately ~~$21.1~~$24.4 million.

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

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 settlement discussions. 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. 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 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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The most recent actuarial study was performed as of August 31, ~~2016.~~2017. The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from ~~$31~~$35.2 million to ~~$47.7~~$54 million for the period through ~~2059.~~2060. The change from the prior year study was a ~~$2.3~~$4.2 million ~~decrease~~increase for the low end of the range and a ~~$3.4~~$6.3 million ~~decrease~~increase for the high end of the range. The ~~decrease~~increase in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience over the prior twelve months, our historical data and certain assumptions with respect to events that may occur in the future. 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. Based upon the results of the August 31, ~~2016~~2017 actuarial study, ~~a favorable adjustment to the~~in September 2017 we increased our asbestos liability ~~was not recorded in our consolidated financial statements as the difference between our recorded liability and the liability in the actuarial report at~~to $35.2 million, the low end of the range, ~~was not material.~~and recorded an incremental pre-tax provision of $6 million in earnings (loss) from discontinued operations in the accompanying statement of operations. Future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from ~~$42.7~~$44.3 million to ~~$78.6~~$79.6 million for the period through ~~2059.~~2060.

We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future. 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 the circumstances surrounding these potential liabilities in determining 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.

2124

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Warranties

We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time of the product depending on the nature of the product. As of March 31, ~~2017~~2018 and ~~2016,~~2017, we have accrued ~~$25.6~~$20.6 million and ~~$26.4~~$25.6 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are based primarily on historical experience of actual warranty claims.

The following table provides the changes in our product warranties (in thousands):

	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017

Balance, beginning of period	$	24,072		$	23,395		$	20,929		$	24,072
Liabilities accrued for current year sales		25,730			22,581			21,242			25,730
Settlements of warranty claims		(24,193	)		(19,572	)		(21,611	)		(24,193	)
Balance, end of period	$	25,609		$	26,404		$	20,560		$	25,609

2225

Index

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report 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;~~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 that cannot be recouped in product pricing; the performance of the aftermarket, heavy duty, industrial equipment and original equipment ~~service~~ 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. The following discussion should be read in conjunction with the unaudited consolidated financial statements, including the notes thereto, included elsewhere in this Report.

Business Overview

We are a leading independent manufacturer and distributor 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. We are organized into two major operating segments, each of which focuses on specific lines 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.

We sell our products primarily to ~~warehouse distributors,~~ large retail chains, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Latin America, and Europe. Our customers consist of many of the leading ~~warehouse distributors and~~ auto parts retail chains, such as NAPA Auto Parts (National Automotive Parts Association, Inc.), Advance Auto Parts, Inc./CARQUEST Auto Parts, AutoZone, Inc., O’Reilly Automotive, Inc., Canadian Tire Corporation Limited and The Pep Boys Manny, Moe & Jack, as well as national program distribution groups, such as 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, Auto Plus and specialty market distributors. We distribute parts under our own brand names, such as Standard®, Blue Streak®, BWD®, Select®, Intermotor®, GP Sorensen®, TechSmart®, Tech Expert®, OEM®, LockSmart®, Four Seasons®, EVERCO®, ACi®~~, COMPRESSORWORKS®~~ and Hayden® and through co-labels and private labels, such as CARQUEST®, Duralast®, Duralast Gold®, Import Direct®, Master Pro®, Omni-Spark®, Ultima Select®, Murray®, NAPA® Echlin®, NAPA Proformer™ Mileage Plus®, NAPA Temp Products™, NAPA® Belden®, Cold Power®, Driveworks^TM and ~~ToughOne~~ToughOne.^TM.

2326

Index

Our goal is to grow revenues and earnings and deliver returns in excess of our cost of capital by being the best-in-class, full-line, full-service supplier of premium products to the engine management and temperature control markets. 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, customer satisfaction and cost position by increasing cost‑effective vertical integration in key product lines through internal development and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain products from low cost regions such as those in Asia without compromising product quality.

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 cool summer, as we experienced in ~~both 2014 and 2013,~~2017, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase 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 ~~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 alsoWe 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.

In order to better control warranty and overstock return levels, we have in place procedures for authorized warranty returns, including for warranty returns which result from installation error, placed restrictions on the amounts customers can return and instituted a program to better estimate potential future product returns. In addition, with respect to our air conditioning compressors, which are our most significant customer product warranty returns, we established procedures whereby a warranty will be voided if a customer does not provide acceptable proof that complete air conditioning system repair was performed in accordance with approved procedures.

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 income 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. Reflecting the impact of the Act on our quarterly income tax provision, the effective income tax rate in the first quarter of 2018 was 26.2% as compared to an effective income tax rate of 36.7% in the first quarter of 2017.

2427

Index

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, in the fourth quarter of 2017, we have aggregated the estimated untaxed foreign earnings and profits, and utilized participating exemption deductions and available foreign tax credits in deriving an estimated $1.4 million repatriation tax, which was recorded in the fourth quarter of 2017 and will be payable currently in 2018. Although we believe that the estimate has been properly computed, there may be an adjustment required in the coming quarters as the relevant authorities provide further guidance on the impacts of the Act. 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.

Interim Results of Operations:

Comparison of the Three Months Ended March 31, ~~2017~~2018 to the Three Months Ended March 31, ~~2016~~2017

Sales. Consolidated net sales for the three months ended March 31, ~~2017~~2018 were ~~$282.4~~$261.8 million, ~~an increase~~a decrease of ~~$43.5~~$20.6 million, or ~~18.2%~~7.3%, compared to ~~$238.9~~$282.4 million in the same period of ~~2016.~~2017. Consolidated net sales ~~increased due to the higher results achieved by~~decreased in both our Engine Management and Temperature Control Segments.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018		2017
Engine Management:
Ignition, Emission and Fuel System Parts	$	165,153	$	154,107	$	160,732	$	165,153
Wire and Cable		46,161		26,574		38,756		46,161
Total Engine Management		211,314		180,681		199,488		211,314

Temperature Control:
Compressors		37,922		27,258		29,898		37,922
Other Climate Control Parts		32,368		29,508		30,333		32,368
Total Temperature Control		70,290		56,766		60,231		70,290

All Other		774		1,464		2,107		774

Total	$	282,378	$	238,911	$	261,826	$	282,378

Engine Management’s net sales ~~increased $30.6~~decreased $11.8 million, or ~~17%~~5.6%, to ~~$211.3~~$199.5 million for the three months ended March 31, ~~2017.~~2018. Net sales in the ignition, emissions and fuel systems parts product group for the three months ended March 31, ~~2017~~2018 were ~~$165.1~~$160.7 million, ~~an increase~~a decrease of ~~$11~~$4.4 million, or ~~7.1%~~2.7%, compared to ~~$154.1~~$165.1 million in the same period of ~~2016.~~2017. Net sales in the wire and cable product group for the three months ended March 31, ~~2017~~2018 were ~~$46.2~~$38.8 million, ~~an increase~~a decrease of ~~$19.6~~$7.4 million, or ~~73.7%~~16%, compared to ~~$26.6~~$46.2 million in the three months ended March 31, ~~2016. In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation. Incremental net sales from the acquisition of $23.4 million were included~~2017. Engine Management’s decrease in net sales for the first quarter of 2018 compared to the same period in 2017 reflects the impact of a strong first quarter in 2017 driven by pipeline orders from 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 general decline in our wire and cable business due to the product ~~group for~~lifecycle, which will continue to reduce overall Engine Management net sales. Overall, our customers reported a sales increase in Engine Management in the low single digits during the three months ended March 31, ~~2017. Excluding the incremental sales from the acquisition, Engine Management net sales increased $7.2 million, or 4%, compared to the same period of 2016.~~2018, in line with our long-term forecasts.

Temperature Control’s net sales ~~increased $13.5~~decreased $10.1 million, or ~~23.8%~~14.3%, to ~~$70.3~~$60.2 million for the three months ended March 31, ~~2017.~~2018. Net sales in the compressors product group for the three months ended March 31, ~~2017~~2018 were ~~$37.9~~$29.9 million, ~~an increase~~a decrease of ~~$10.6~~$8 million, or ~~38.8%~~21.2%, compared to ~~$27.3~~$37.9 million in the same period of ~~2016.~~2017. Net sales in the other climate control parts product group for the three months ended March 31, ~~2017~~2018 were ~~$32.4~~$30.3 million, ~~an increase~~a decrease of ~~$2.9~~$2.1 million, or ~~9.8%~~6.3%, compared to ~~$29.5~~$32.4 million in the three months ended March 31, ~~2016. Demand~~2017. Temperature Control’s decrease in net sales for the for first quarter of 2018 compared to the same period in 2017 reflects the impact of a very strong first quarter in 2017 as our customers rebuilt their inventories after a hot 2016 summer season, as compared to a mild 2017 summer leaving our customers with higher than normal inventory levels going into 2018. As such, 2018 pre-season orders were significantly lower than 2017. Our Temperature Control ~~products may vary significantly with~~net sales for the balance of the year will be dependent on how warm a summer ~~weather conditions and customer inventories.~~season we experience.

2528

Index

Gross Margins. Gross margins, as a percentage of consolidated net sales, decreased to 27.7% in the first quarter of 2018, compared to 29.8% in the first quarter of ~~2017, compared to 30.6% in the first quarter of 2016.~~2017. The following table summarizes gross margins by segment for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively (in thousands):

Three Months Ended March 31,	Engine Management			Temperature Control			Other		Total			Engine Management			Temperature Control			Other		Total
2018
Net sales												$	199,488		$	60,231		$	2,107	$	261,826
Gross margins													56,470			13,667			2,452		72,589
Gross margin percentage													28.3	%		22.7	%		—		27.7	%

2017
Net sales	$	211,314		$	70,290		$	774	$	282,378		$	211,314		$	70,290		$	774	$	282,378
Gross margins		64,124			17,707			2,279		84,110			64,124			17,707			2,279		84,110
Gross margin percentage		30.3	%		25.2	%		—		29.8	%		30.3	%		25.2	%		—		29.8	%

2016
Net sales	$	180,681		$	56,766		$	1,464	$	238,911
Gross margins		57,276			14,090			1,630		72,996
Gross margin percentage		31.7	%		24.8	%		—		30.6	%

Compared to the first three months of ~~2016,~~2017, gross margins at Engine Management decreased ~~1.4~~2 percentage points from ~~31.7%~~30.3% to ~~30.3%~~28.3%, while gross margins at Temperature Control ~~increased 0.4~~decreased 2.5 percentage points from ~~24.8%~~25.2% to ~~25.2%~~22.7%. The gross margin percentage decrease in Engine Management compared to the prior year reflects a year-over-year increase in inefficiencies and redundant costs incurred during our various planned production moves, as well as the ~~impact of the slightly~~ lower ~~margins at the newly acquired North American automotive ignition wire business of General Cable Corporation, which was acquired in May of 2016.~~production volumes. The gross margin percentage ~~increase~~decrease in Temperature Control compared to the prior year resulted primarily from ~~higher~~lower production ~~volumes.~~volumes following a mild 2017 summer season, resulting in lower customer pre-season orders in the first three months of 2018.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) increased slightly to $57.7 million, or 22% of consolidated net sales, in the first quarter of 2018, as compared to $57.4 million, or 20.3% of consolidated net sales in the first quarter of ~~2017, as compared to $53 million, or 22.2% of consolidated net sales in the first quarter of 2016. The $4.4 million increase in~~2017. SG&A expenses aswere essentially flat when compared to the first quarter of ~~2016 is principally due to (1) incremental expenses from our acquisition of~~2017 as the North American automotive ignition wire business of General Cable Corporation, including amortization of intangible assets acquired; and (2) higher selling and marketing costs, higher distribution expenses, and higher costs incurred in our accounts receivable factoring program ~~all associated with increased sales volumes.~~were offset by lower selling and marketing expenses, and lower other general and administrative expenses. The higher costs incurred in our accounts receivable factoring program reflect the impact of higher discount fees resulting from the year-over-year increase in interest rates.

Restructuring and Integration Expenses. Restructuring and integration expenses for the first three months of ~~2017~~2018 were ~~$1.5~~$2.8 million compared to restructuring and integration expenses of ~~$0.2~~$1.5 million for the first three months of ~~2016. The $1.3 million year-over-year increase in restructuring~~2017. Restructuring and integration expenses ~~reflects the impact of~~relate to expenses incurred in connection with 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. The year-over-year increase in restructuring and integration expenses in the first three months of 2018 compared to the first three months of 2017 reflects the impact of higher expenses incurred in wire and cable relocation program and the Orlando plant rationalization program, which more than offset the lower expenses incurred in the plant rationalization program. The plant rationalization program is substantially completed as of March 31, 2018. We anticipate that the remaining programs will be completed by the end of the second half of 2018.

Other Income, Net. Other income, net was $0.3 million in both the first quarter of ~~2017~~2018 and ~~2016.~~2017. During the first quarter of ~~2017~~2018 and ~~2016,~~2017, we recognized a deferred gain of $0.2 million and $0.3 million, ~~of deferred gain~~respectively, related to the sale-leaseback of our Long Island City, New York facility.

Index

Operating Income. Operating income ~~increased~~decreased to $12.3 million in the first quarter of 2018, compared to $25.5 million in the first quarter of ~~2017, compared to $20 million in the first quarter~~2017. The decrease of ~~2016. The increase of $5.5~~$13.2 million is the result of the impact of ~~higher~~lower consolidated net sales, ~~offset, in part, by~~ lower gross margins as a percentage of consolidated net sales, higher ~~SG&A~~restructuring and integration expenses, and slightly higher ~~restructuring and integration~~SG&A expenses.

Other Non-Operating Income, Net. Other non-operating expense, net was $31,000 in the first quarter of 2018, compared to other non-operating income, net ~~was~~of $0.8 million in the first quarter of ~~2017, compared to other non-operating income, net of $0.3 million in the first quarter of 2016.~~2017. The year-over-year ~~improvement~~decline in other non-operating income (expense), net results primarily from ~~the improved~~lower year-over-year equity income from our joint ~~ventures and the favorable impact of changes in foreign currency exchange rates.~~ventures.

~~Index~~

Interest Expense. Interest expense increased to ~~$0.5~~$0.6 million in the first quarter of ~~2017~~2018 compared to ~~$0.3~~$0.5 million in the same period of ~~2016.~~2017. The year-over-year increase in interest expense reflects the impact of both higher average outstanding borrowings in ~~2017~~2018 when compared to ~~2016,~~2017, and ~~the slightly~~ higher year-over-year average interest rates on our revolving credit facility. The year-over-year increase in our average outstanding borrowings resulted primarily from our May 2016 acquisition of the North American automotive ignition wire business of General Cable Corporation for approximately $67.5 million, which was funded by our revolving credit facility.

Income Tax Provision. The income tax provision in the first quarter of ~~2017~~2018 was $3 million at an effective tax rate of 26.2% compared to $9.5 million at an effective tax rate of 36.7% ~~compared to $7.4 million at an effective tax rate of 36.8%~~ for the same period in ~~2016.~~2017. The lower effective tax rate in the first quarter of 2018 compared to the first quarter of 2017 reflects the impact of the Tax Cuts and Jobs Act enacted in the U.S. in December 2017, 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.

Loss from Discontinued Operations. Loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos related liability. We recorded a $0.6 million ~~and $0.5 million~~ loss from discontinued operations ~~for~~in both the first quarter of ~~2017~~2018 and ~~2016, respectively.~~2017. As discussed more fully in Note 1516, “Commitments and Contingencies” in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Restructuring and Integration Programs

Plant Rationalization Program

Forecast
Amounts Incurred Through
March 31, 2017

(In thousands)
Restructuring and integration expense $ 6,000 $ 4,325
Capital expenditures 3,600 3,232
Temporary incremental operating expense 1,400 850
Total $ 11,000 $ 8,407

~~Temporary incremental operating expense consists of labor and overhead inefficiencies during~~2018, the plant rationalization program ~~resulting from running duplicate facilities.~~is substantially completed.

Wire and Cable Relocation

2730

Index

The following table summarizes the Wire and Cable Relocation Program’s current forecast estimate through the end of the program, and the amounts incurred through March 31, ~~2017:~~2018:

	Forecast		Amounts Incurred Through March 31, 2018
	(In thousands)
Restructuring and integration expense	$	4,000	$	3,831
Capital expenditures		700		550
Temporary incremental operating expense		7,300		6,806
Total	$	12,000	$	11,187

Forecast
Amounts Incurred Through
March 31, 2017

(In thousands)
Restructuring and integration expense $ 2,900 $ 835
Capital expenditures 1,000 534
Total $ 3,900 $ 1,369
Temporary incremental operating expense consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.

Orlando Plant Rationalization Program

	Forecast		Amounts Incurred Through March 31, 2018
	(In thousands)
Restructuring and integration expense	$	3,300	$	3,229
Capital expenditures		700		586
Temporary incremental operating expense		800		745
Total	$	4,800	$	4,560

Forecast
Amounts Incurred Through
March 31, 2017

(In thousands)
Restructuring and integration expense $ 3,100 $ 306
Capital expenditures 600 95
Total $ 3,700 $ 401
Temporary incremental operating expense consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.

For a detailed discussion on the restructuring and integration costs, see Note 4,5, “Restructuring and Integration Expenses,” of the notes to our consolidated financial statements (unaudited).

Liquidity and Capital Resources

Operating Activities. During the first three months of ~~2017,~~2018, cash used in operating activities was ~~$26.9~~$6.2 million compared to cash used in operating activities of ~~$1.3~~$26.9 million in the same period of ~~2016.~~2017. The ~~increase~~decrease in cash used in operating activities resulted primarily from the ~~larger~~smaller year-over-year increase in accounts receivable and the ~~larger~~smaller year-over-year increase in inventories, partially offset by a decrease in net earnings, a smaller year-over-year increase in accounts payable, a larger year-over-year decrease in sundry payables and ~~the~~accrued expenses and a smaller year-over-year decrease in prepaid expenses and other current ~~assets, partially offset by an increase in net earnings, a larger year-over-year increase in accounts payable and a smaller year-over-year decrease in sundry payables and accrued expenses.~~assets.

Net earnings during the first quarter of ~~2017~~2018 were ~~$15.7~~$8 million compared to ~~$12.2~~$15.7 million in the first quarter of ~~2016.~~2017. During the first three months of ~~2017,~~2018, (1) the increase in accounts receivable was ~~$45.3~~$20.4 million compared to the year-over-year increase in accounts receivable of ~~$19.3~~$45.3 million in ~~2016;~~2017; (2) the increase in inventories was ~~$19.3~~$3.4 million compared to the year-over-year increase in inventories of ~~$14.6~~$19.3 million in ~~2016;~~2017; (3) the decrease in prepaid expenses and other current assets was ~~$2.1~~$1.6 million compared to the year-over-year decrease in prepaid expenses and other current assets of ~~$5.1~~$2.1 million in ~~2016;~~2017; (4) the increase in accounts payable was ~~$13.7~~$10.7 million compared to the year-over-year increase in accounts payable of ~~$11.4~~$13.7 million in ~~2016;~~2017; and (5) the decrease in sundry payables and accrued expenses was ~~$2.3~~$13 million compared to the year-over-year decrease in sundry payables and accrued expenses of $5$2.3 million in 2016. The higher year-over-year increase in receivables as compared to 2016 reflects the impact of the higher year-over-year net sales, while the comparative increase in inventories is the result of “safety stock” built in connection with our restructuring and integration programs.2017. We continue to actively manage our working capital to maximize our operating cash flow.

2831

Index

Investing Activities. Cash used in investing activities was ~~$3.2~~$13.4 million in the first three months of ~~2017,~~2018, compared to ~~$4.1~~$3.2 million in the same period of ~~2016.~~2017. Investing activities during the first quarter of 2018 consisted of (1) the payment of the third and final contribution of $5.8 million for our November 2017 acquisition of a 50% interest in a 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; (2) the payment of the first installment of $0.7 million for our 15% increase in equity ownership in an joint venture with Gwo Yng Enterprise Co., Ltd., a China-based manufacturer of air conditioner accumulators, filter driers, hose assemblies and switches for the automotive aftermarket and OEM/OES markets; and (3) capital expenditures of $6.9 million. Investing activities during the first quarter of 2017 ~~and 2016~~ consisted of capital expenditures of $3.2 ~~million and $4.1 million, respectively.~~million.

Financing Activities. Cash provided by financing activities was ~~$25.3~~$28 million in the first three months of ~~2017~~2018 as compared to ~~cash used in financing activities of $0.2~~$25.3 million in the same period of ~~2016.~~2017. During the first three months of ~~2017,~~2018, (1) we increased borrowings under our revolving credit facility by ~~$27.2~~$33 million as compared to the increase in borrowings under our revolving credit facility of $2$27.2 million in ~~2016;~~2017; (2) we made cash payments in the first three months of ~~2017~~2018 for the repurchase of shares of our common stock of ~~$1.3~~$3.2 million as compared to ~~$0.4~~$1.3 million in ~~2016;~~2017; and (3) we paid dividends of ~~$4.3~~$4.7 million in the first three months of ~~2017~~2018 as compared to ~~$3.8~~$4.3 million in the comparable period last year. In ~~January 2017,~~February 2018, our Board of Directors voted to increase our quarterly dividend from ~~$0.17 per share in 2016 to~~ $0.19 per share in ~~2017.~~2017 to $0.21 per share in 2018.

At March 31, 2018, the weighted average interest rate on our credit agreement was 3%, which consisted of $90 million in direct borrowings. At December 31, 2017, the weighted average interest rate on our credit agreement was ~~2.3%~~2.7%, which consisted of ~~$78~~$57 million in direct ~~borrowings at 2.2% and an alternative base rate loan of $4 million at 4.3%. At~~ ~~December~~ ~~31, 2016, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $45 million in direct borrowings at 2% and an alternative base rate loan of $9.8 million at 4%.~~borrowings. During the three months ended March 31, ~~2017,~~2018, our average daily alternative base rate loan balance was ~~$6.2~~$1.2 million compared to a balance of ~~$3.2~~$6.2 million for the three months ended March 31, ~~2016~~2017 and our average daily alternative base rate loan balance of ~~$2.6~~$3.8 million for the year ended December 31, ~~2016.~~2017.

Index

In December 2017, our Polish subsidiary, SMP Poland sp.z.o.o., entered into an overdraft facility with HSBC Bank Polska S.A. (“HSBC Poland”) for Zloty 30 million (approximately $8.8 million). The facility expires on December 2018. 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 March 31, 2018, borrowings under the overdraft facility were Zloty 19.8 million (approximately $5.8 million).

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.

~~Index~~

Pursuant to these agreements, we sold ~~$179.7~~$157.5 million and ~~$165.9~~$179.7 million of receivables during the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. A charge in the amount of ~~$5.2~~$5.4 million and $4$5.2 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, 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.

~~In February~~During 2017, our Board of Directors authorized the purchase of up to ~~$20~~$30 million of our common stock under a stock repurchase ~~program.~~programs. Stock will be purchased from time to time, in the open market or through private transactions as market conditions warrant. Under ~~this program,~~these programs, during the ~~three months~~year ended ~~March~~December 31, 2017, we repurchased ~~32,367~~539,760 shares of our common stock at a total cost of ~~$1.6~~$24.8 million. ~~As of~~Additionally, during the three months ended March 31, ~~2017, there was approximately $18.4 million available for future repurchases under the program. In April 2017,~~2018, we repurchased ~~an additional 30,543~~61,756 shares of our common stock under the ~~program~~programs at a total cost of ~~$1.4~~$2.9 million. As of March 31, 2018, there was approximately $2.3 million available for future stock repurchases under the programs. In April 2018, we repurchased an additional 20,900 shares of our common stock under the programs at a total cost of $1 million, thereby reducing the amount available for future stock repurchases under the Board of Directors ~~authorization~~authorizations to ~~$17 million.~~$1.3 million.

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, ~~certain production activities will be relocated from~~all of our Grapevine, Texas ~~manufacturing facility~~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 ~~will be~~were relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas and our Grapevine, Texas facility ~~will be~~was closed. In addition, certain production activities will be relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland. One-time plant rationalization costs of approximately $11 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $6 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of approximately $3.6 million; and temporary incremental operating expenses of approximately $1.4 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities. Substantially all of the one-time plant rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program. As of March 31, ~~2017, cash expenditures of approximately $6.1 million have been made related to the program. We anticipate that~~2018, the plant rationalization ~~will be completed by the end of 2017.~~program is substantially completed.

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we ~~expect to incur~~incurred certain integration expenses, including costs ~~to be~~ 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. ~~Integration expenses expected to be incurred related to the closure of the Nogales, Mexico plant include employee severance and the relocation of certain machinery and equipment.~~ One-time plant rationalization costs related to the program of approximately ~~$3.9~~$12 million are expected to be incurred, consisting of restructuring and integration expenses of approximately ~~$2.9~~$4 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of ~~$1 million.~~approximately $0.7 million; and temporary incremental operating expenses of approximately $7.3 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities. Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program. As of March 31, ~~2017,~~2018, cash expenditures of approximately ~~$0.8~~$10.8 million have been made related to the program. We anticipate that the wire and cable relocation program will be completed by the end of the ~~first quarter~~second half of 2018.

Index

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement ~~another~~a plant rationalization initiative at our Orlando, Florida facility. As part of the plant rationalization, we ~~plan to~~will relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. In addition, certain production activities will be relocated from our Independence, Kansas manufacturing facility to our manufacturing facility in Reynosa, Mexico. One-time plant rationalization costs related to the program of approximately ~~$3.7~~$4.8 million are expected to be incurred, consisting of restructuring and integration expenses of approximately ~~$3.1~~$3.3 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of ~~$0.6 million.~~approximately $0.7 million; and temporary incremental operating expenses of approximately $0.8 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities. Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program. As of March 31, ~~2017,~~2018, cash expenditures of approximately ~~$0.1~~$3.6 million have been made related to the program. We anticipate that the Orlando plant rationalization program will be completed by the end of the second half of 2018.

~~Index~~

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. For further information regarding the risks of our business, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ending December 31, ~~2016.~~2017.

The following table summarizes our contractual commitments as of March 31, ~~2017~~2018 and expiration dates of commitments through 2026 (a) (b):

(In thousands)	2017		2018		2019		2020		2021			2022-2026	Total		2018		2019		2020		2021		2022			2023- 2026	Total
Lease obligations	$	6,510	$	7,278	$	5,078	$	3,942	$	3,734	$	6,103	$	32,645	$	7,114	$	8,078	$	6,990	$	6,355	$	5,364	$	3,932	$	37,833
Postretirement benefits		930		56		51		46		41		133		1,257		330		42		38		33		29		91		563
Severance payments related to restructuring and integration		1,697		1,275		133		43		—		—		3,148		1,415		405		170		71		2		—		2,063
Total commitments	$	9,137	$	8,609	$	5,262	$	4,031	$	3,775	$	6,236	$	37,050	$	8,859	$	8,525	$	7,198	$	6,459	$	5,395	$	4,023	$	40,459

(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 March 31, ~~2017,~~2018, amounts outstanding under our revolving credit facilities were ~~$82~~$90 million.

(b)

We anticipate total aggregate future severance payments of approximately ~~$5.5~~$2.1 million related to the plant rationalization program, the wire and cable relocation program and the Orlando plant rationalization program. ~~Amounts accrued at March 31, 2017 approximate $3.1 million, with the balance of $2.4 million to be accrued over the remaining implementation period of the programs.~~ All programs are expected to be completed by the end of the second half of 2018.

Index

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. There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ 2017, except for changes made as a result of the adoption of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, described under the heading, “Recently Issued Accounting Pronouncements” in Note 2 and in Note 3, “Net Sales,” of the notes to our consolidated financial statements (unaudited).

You should be aware that preparation of our consolidated quarterly financial statements in this Report requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the 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 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.

~~Index~~

Revenue Recognition. We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments. WeThe amount of consideration we receive and revenue we recognize ~~revenues when products are shipped~~depends on the marketing incentives, product warranty and ~~title has been transferred~~overstock returns we offer to ~~a customer, the sales price is fixed and determinable, and collection is reasonably assured.~~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.~~us, or at period end when we estimate and recognize revenue for 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. As described below, significant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.

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.

Index

We utilize cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, and diesel ~~pumps and turbo charges.~~pumps. The production of air conditioning compressors, diesel injectors, and diesel pumps ~~and turbo charges~~ 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 ~~reduce~~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 ~~through~~to us based upon customer warranty and overstock arrangements within customer specific limits. At the time products are sold, we accrue a ~~charge to cost~~liability for product warranties and overstock returns and record as unrecorded customer inventory our estimate of ~~sales, when we sell a finished good compressor, diesel injector, diesel pump or turbo charger~~anticipated customer returns. Estimates are based upon historical information on the nature, frequency and ~~put back to~~probability of the customer return. Unreturned core, warranty and overstock customer inventory ~~the used core exchanged~~is recorded at standard ~~cost through a credit~~cost. Revision to ~~cost~~these estimates is made when necessary, based upon changes in these factors. We regularly study trends of ~~sales when it is actually received from the customer.~~such claims.

Sales Returns and Other Allowances and Allowance for Doubtful Accounts. ~~We must make~~

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 ~~of potential future product returns related to current period product revenue. We analyze~~established using historical ~~returns, current economic trends,~~information on the nature, frequency and ~~changes in customer demand when evaluating the adequacy~~average cost of the ~~sales~~claim and the probability of the customer return. At the same time, we record an estimate of anticipated customer returns ~~and other allowances.~~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 March 31, ~~2017,~~2018, the allowance for sales returns was ~~$47.7~~$43 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 March 31, ~~2017,~~2018, the allowance for doubtful accounts and for discounts was ~~$5.1~~$5.2 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 Standard Motor Products inventory commonly referred to as a stocklift. New customer acquisition costs are recorded as a reduction to revenue when incurred.

~~Index~~

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.

Index

We maintain valuation allowances when it is more likely than not that all or a portion of a deferred 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 ~~$0.5~~$0.4 million as of March 31, ~~2017~~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.

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. As of March 31, ~~2017,~~2018, we do not believe there is a need to 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.

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.

~~Index~~

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 consistent with that used to evaluate goodwill.

Index

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.

Postretirement Medical Benefits. Each year, we calculate the costs of providing retiree benefits under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 712, Nonretirement Postemployment Benefits. The determination of postretirement plan obligations and their associated costs requires the use of actuarial computations to estimate participant plan benefits the employees will be entitled to. The key assumptions used in making these calculations are the eligibility criteria of participants and the discount rate used to value the future obligation. The discount rate reflects the yields available on high-quality, fixed-rate debt securities.

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 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.

3438

Index

Asbestos Litigation. We are responsible for certain future liabilities relating to alleged exposure to asbestos-containing products. In accordance with our accounting policy, our most recent actuarial study as of August 31, ~~2016~~2017 estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from ~~$31~~$35.2 million to ~~$47.7~~$54 million for the period through ~~2059.~~2060. 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. Based upon the results of the August 31, ~~2016~~2017 actuarial study, ~~a favorable adjustment to the~~in September 2017 we increased our asbestos liability ~~was not recorded in our consolidated financial statements as the difference between our recorded liability and the liability in the actuarial report at~~to $35.2 million, the low end of the range, ~~was not material.~~and recorded an incremental pre-tax provision of $6 million in loss from discontinued operations in the accompanying statement of operations. In addition, according to the updated study, future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated to range from ~~$42.7~~$44.3 million to ~~$78.6~~$79.6 million for the period through ~~2059.~~2060. We will continue to perform an annual actuarial analysis during the third quarter of each year for the foreseeable future. Based on this analysis 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.

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 2, “Summary of Significant Accounting Policies” of the notes to our consolidated financial statements (unaudited).

3539

Index

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosure 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 March 31, ~~2017,~~2018, we do 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 March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, 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 March 31, ~~2017~~2018 and December 31, ~~2016.~~2017.

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 three months ended March 31, ~~2017,~~2018, we sold ~~$179.7~~$157.5 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 ~~$1.8~~$1.6 million negative impact on our earnings or cash flows during the three months ended March 31, ~~2017.~~2018. The charge related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations.

Other than the aforementioned, there have been no significant changes to the information presented in Item 7A (Market Risk) of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

3640

Index

ITEM 4.

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. 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)	Changes in Internal Control Over Financial Reporting.

During the quarter ended March 31, ~~2017,~~2018, we have not made any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial ~~reporting.~~reporting, other than the changes implemented to our processes and controls related to the adoption on January 1, 2018 of ASU 2014-09, Revenue from Contracts with Customers.

We 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.

3741

Index

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The information required by this Item is incorporated herein by reference to the information set forth in Item 1, “Consolidated Financial Statements” of this Report under the captions “Asbestos” and “Other Litigation” appearing in Note ~~15,~~16, “Commitments and Contingencies,” of the notes to our consolidated financial statements (unaudited).

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to the Company’s purchases of its common stock for the first quarter of ~~2017:~~2018:

Period
Total Number of
Shares Purchased
(1)

Average
Price Paid
Per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)

Maximum Number (or
Approximate Dollar
Value) of Shares that
may yet be Purchased
Under the Plans or
Programs (2)

January 1 – 31, 2017 — — — —
February 1 – 28, 2017 — $ — — $ 20,000,000
March 1 – 31, 2017 32,367 48.18 32,367 18,440,425
Total 32,367 $ 48.18 32,367 $ 18,440,425

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (2)

January 1 – 31, 2018		23,756	$	46.18		23,756	$	4,124,435
February 1 – 28, 2018		17,000		47.97		17,000		3,308,953
March 1 – 31, 2018		21,000		47.59		21,000		2,309,600
Total		61,756	$	47.15		61,756	$	2,309,600

(1)

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

(2)

~~In February~~

During 2017, our Board of Directors authorized the purchase of up to ~~$20~~$30 million of our common stock under a stock repurchase ~~program.~~programs. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under ~~this program,~~these programs, during the ~~three months~~year ended ~~March~~December 31, 2017, we repurchased ~~32,367~~539,760 shares of our common stock at a total cost of ~~$1.6~~$24.8 million. Additionally, during the three months ended March 31, 2018, we repurchased 61,756 shares of our common stock at a total cost of $2.9 million. As of March 31, ~~2017,~~2018, there was approximately ~~$18.4~~$2.3 million available for future stock purchases under the ~~program.~~programs. In April ~~2017,~~2018, we repurchased an additional ~~30,543~~20,900 shares of our common stock under the ~~program~~programs at a total cost of ~~$1.4~~$1 million, thereby reducing the amount available for future stock repurchases under the Board of Directors ~~authorization~~authorizations to ~~$17~~$1.3 million.

3842

Index

ITEM 6.

EXHIBITS

Exhibit Number
	10.1	Consulting Agreement, dated as of April 1, 2018, between Standard Motor Products, Inc. and John P. Gethin.

	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.

~~SIGNATURES~~

~~Pursuant to the requirements 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)~~

~~Date: May 4, 2017~~	~~/s/ James J. Burke~~
	~~James J. Burke~~
	~~Executive Vice President Finance,~~
	~~Chief Financial Officer~~
	~~(Principal Financial and~~
	~~Accounting Officer)~~

~~Index~~

~~STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES~~

~~EXHIBIT INDEX~~

~~Exhibit~~ ~~Number~~

~~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.~~

	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.”

Index

SIGNATURES

Pursuant to the requirements 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)

Date: May 4, 2018	/s/ James J. Burke
	James J. Burke
	Executive Vice President Finance,
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

4044

New York		11-1362020
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

37-18 Northern Blvd., Long Island City, N.Y.		11101
(Address of principal executive offices)		(Zip Code)

	Large Accelerated Filer ☑		Accelerated Filer ☐
	Non-Accelerated Filer ☐ ~~(Do~~	(Do not check if a smaller reporting company)	Smaller reporting company ☐
Emerging growth company ☐

		Page No.
Item 1.	Consolidated Financial Statements:

	Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017	3

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017	4

	Consolidated Balance Sheets as of March 31, ~~2017~~2018 (Unaudited) and December 31, ~~2016~~2017	5

	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017	6

	Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, ~~2017~~2018	7

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3640

Item 4.	Controls and Procedures	3741

Item 1.	Legal Proceedings	3842

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3842

Item 6.	Exhibits	3943

Signatures			3944

(In thousands, except share and per share data)	Three Months Ended March 31,
	2018			2017
	(Unaudited)

Net sales	$	261,826		$	282,378
Cost of sales		189,237			198,268
Gross profit		72,589			84,110
Selling, general and administrative expenses		57,717			57,417
Restructuring and integration expenses		2,836			1,547
Other income, net		271			316
Operating income		12,307			25,462
Other non-operating income (expense), net		(31	)		880
Interest expense		632			468
Earnings from continuing operations before taxes		11,644			25,874
Provision for income taxes		3,047			9,507
Earnings from continuing operations		8,597			16,367
Loss from discontinued operations, net of income taxes		(608	)		(633	)
Net earnings	$	7,989		$	15,734
Per Share Data:
Net earnings per common share – Basic:
Earnings from continuing operations	$	0.38		$	0.72
Discontinued operations		(0.02	)		(0.03	)
Net earnings per common share – Basic	$	0.36		$	0.69
Net earnings per common share – Diluted:
Earnings from continuing operations	$	0.37		$	0.70
Discontinued operations		(0.02	)		(0.03	)
Net earnings per common share – Diluted	$	0.35		$	0.67
Dividend declared per share	$	0.21		$	0.19

Average number of common shares		22,498,510			22,846,595
Average number of common shares and dilutive common shares		22,967,281			23,313,773

	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
(In thousands)
Balance at December 31, 2017	$	47,872	$	100,057	$	357,153		$	(4,109	)	$	(47,319	)	$	453,654
Cumulative-effect adjustment (Note 2)		—		—		(1,189	)		—			—			(1,189	)
Net earnings		—		—		7,989			—			—			7,989
Other comprehensive income, net of tax		—		—		—			2,214			—			2,214
Cash dividends paid		—		—		(4,721	)		—			—			(4,721	)
Purchase of treasury stock		—		—		—			—			(2,912	)		(2,912	)
Stock-based compensation		—		1,824		—			—			93			1,917
Employee Stock Ownership Plan		—		765		—			—			1,792			2,557

Balance at March 31, 2018	$	47,872	$	102,646	$	359,232		$	(1,895	)	$	(48,346	)	$	459,509

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

	As Reported		Balances Without Adoption of ASU 2014-09		Effect of Change
Balance Sheet
Unreturned customer inventories	$	18,674	$	—	$	18,674
Prepaid expenses and other current assets		12,672		12,810		(138	)
Accrued customer returns		43,031		35,817		7,214
Accrued core liability		23,751		11,631		12,120
Retained earnings		359,232		360,030		(798	)

Statement of Operations
Net sales	$	261,826	$	259,478	$	2,348
Cost of sales		189,237		187,418		1,819
Earnings from continuing operations before taxes		11,644		11,115		529
Provision for income taxes		3,047		2,909		138
Net earnings		7,989		7,598		391

~~Standard~~	~~Description~~	~~Date of~~ ~~adoption~~	~~Effects on the financial~~ ~~statements or other~~ ~~significant matters~~

~~Standards that are not yet adopted as of March 31, 2017~~

~~ASU~~ ~~2017-04,~~ ~~Simplifying the Test for Goodwill Impairment~~	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’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.	~~January 1, 2020, with early adoption permitted~~	~~The new standard should be applied prospectively. We will consider~~ the new standard ~~when performing~~did not result in any changes in our ~~annual impairment test~~reporting of cash receipts and ~~evaluate when we will adopt the new standard.~~cash payments in our consolidate statement of cash flows.

ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	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 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.	January 1, 2018 ~~with early adopted permitted~~	The adoption of the new standard ~~will require that we retrospectively reclassify~~resulted in the reclassification of all components of net periodic pension cost and net periodic postretirement benefit cost, other than the service cost component, in our statement of operations from selling, general and administrated expenses, ~~as presently reported,~~ to other non-operating income (expense).

~~Standards that were adopted~~

~~ASU~~ ~~2015-17,~~ ~~Balance Sheet Classification of Deferred Taxes~~	This standard requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance requires entities to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component. The net deferred tax must be presented as a single noncurrent amount.	~~January 1, 2017~~	The adoption of the new standard resulted in the reclassification of deferred tax assets previously reported as current deferred tax assets to noncurrent deferred tax assets in our consolidated balance sheets. We adopted the new standard retrospectively, and as such, all prior period ~~current deferred tax assets in our consolidated balance sheets~~amounts have ~~also~~ been reclassified ~~to noncurrent deferred tax assets~~ for comparative purposes.