UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM10-K


þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 27, 2015



31, 2018

Commission file number:1-6615


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 95-2594729

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

26600 Telegraph Road, Suite 400

Southfield, Michigan

 4803448033
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code:(248)(248) 352-7300

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

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  [X]    No  [  ]

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer  [  ]  Accelerated filer  [X] 
Non-accelerated filer  [  ]☐  Smaller reporting company [  ]
Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).    Yes  [  ]    No  [X]

The aggregate market value of the registrant’s $0.01 par value common equity held bynon-affiliates as of the last business day of the registrant’s most recently completed second quarter was $499,546,000,$447,709,967, based on a closing price of $18.69.$17.90. On March 4, 2016,February 28, 2019, there were 25,436,58225,019,237 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s 2016 Annual2019 Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of thisForm 10-K.






SUPERIOR INDUSTRIES INTERNATIONAL, INC.

ANNUAL REPORT ON FORM10-K


TABLE OF CONTENTS




PAGE

PART I

Item 1

Business

   PAGE1
1A

 

  5
1B

 

  17
2

 

  17
3

 

  17
4

 

  17
4A

 

   18 

PART II

  

Item 5

 
  21

 

  22

   23

 

  35

 

  37

 
   79 

Item 9A

PART IIIControls and Procedures

   79 
9B

 80

PART III

Item 10

Directors, Executive Officers and Corporate Governance.Governance

  81

 

  81

   81

 

  81

 

   81 

PART IV

  

Item 15

 

   82 

Schedule II

SIGNATURESValuation and Qualifying Accounts

   86

Item 16

Form10-K Summary

87

SIGNATURES

88 















CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. We have included or incorporated by reference in this Annual Report on Form10-K (including in the sections entitled "Risk Factors"“Risk Factors” and "Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations”), and from time to time our management may make statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon management'smanagement’s current expectations, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, anticipated future performance (including sales and earnings), expected growth, future business plans and costs and potential liability for environmental-related matters. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to” and similar expressions. These statements include our belief and statements regarding general automotive industry and market conditions and growth rates, as well as general domestic and international economic conditions.


Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the company,Company, which could cause actual results to differ materially from such statements and from the company'sCompany’s historical results and experience. These risks, uncertainties and other factors include, but are not limited to, those described in Part I, - Item 1A, - Risk Factors“Risk Factors” and Part II - Item 7, - "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” of this Annual Report on Form10-K and elsewhere in the Annual Report and those described from time to time in our futureother reports filed with the Securities and Exchange Commission.


Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the risks described herein should not be considered to be a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and the companyCompany undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.














PART I


ITEM 1 - BUSINESS

Description of Business and Industry

The

Our principal business of Superior Industries International, Inc. (referred to herein as the “company” or in the first person notation “we,” “us” and “our”) is the design and manufacture of aluminum wheels for sale to original equipment manufacturers ("OEMs"). We are one of the largest suppliers of cast aluminum wheels to the world's leading automobile and light truck manufacturers, with wheel manufacturing operations in the United States and Mexico. Products made in our North American facilities are delivered primarily to automotive assembly operations(OEMs) in North America for global OEMs.and Europe and aftermarket distributors in Europe. We employ approximately 8,000 employees, operating in nine manufacturing facilities in North America and Europe with a combined annual manufacturing capacity of approximately 21 million wheels. We believe we are the #1 North American aluminum wheel manufacturer, the #3 European aluminum wheel manufacturer and the #1 European aluminum wheel aftermarket manufacturer and supplier. Our OEM aluminum wheels accounted for approximately 92% of our sales in 2018 and are primarily are sold for factory installation as either optional or standard equipment, on many vehicle models manufactured by BMW, Fiat Chrysler Automobiles N.V. ("FCA")BMW-Mini, Daimler AG Company(Mercedes-Benz, AMG, Smart), FCA, Ford, General Motors ("GM"), Mitsubishi,GM, Honda, Jaguar-Land Rover, Mazda, Nissan, Renault, Peugeot, PSA, Subaru, Tesla,Suzuki, Toyota, VW Group (Volkswagen, Audi, Skoda, Porsche, Bentley) and Volkswagen.


Volvo. We have gone through a transformation overalso sell aluminum wheels to the last several years asEuropean aftermarket under the brands ATS, RIAL, ALUTEC and ANZIO. North America and Europe represent the principal markets for our products, but we have shifted our manufacturinga global presence and diversified customer base from higher cost to lower cost sources. With the diversificationconsisting of North American, European and increased demands for more customized premium wheels, we have made investments in engineering and design. With these investments, we are enhancing our capabilities to become a leader in premium wheels. We have doubled the wheel finishes that we offer in the last couple of years and we have developed patents, which is all part of our strategic evolution to become a competitive full line manufacturer of aluminum wheels. Another part of our evolution was to move our corporate office to Southfield, Michigan to be closer to many of our customers so we can further strengthen relationships and partner with them to design world class products. We have made significant strides with our customers over the last year as evidenced by receiving the 2015 supplier of the year award from GM. With the addition of our new facility in Mexico we have expanded our manufacturing capacity to allow for growth in the next couple of years.Asian OEMs. We continue to explore and implement operating improvementsdeliver on our strategic plan to further expand manufacturing capacity with relatively low capital investment. We are also investigatingbe one of the leading light vehicle aluminum wheel suppliers globally, delivering innovative wheel solutions to our customers.

As a result of the acquisition opportunities to further enhance the value and drive the growth of our business.European operations on May 30, 2017, we have broadened our product portfolio and acquired a significant customer share with European OEMs includingBMW-Mini, Daimler AG Company, Jaguar-Land Rover, VW Group and Volvo. The charts below showacquisition was not only complementary in terms of customers, market coverage and product offering but also very much aligned with our major customersstrategic direction with a priority focus on larger diameter wheels and premium finishes providing enhanced opportunity for higher value-added content. Our global reach encompasses sales to the ten largest OEMs in the world. The following chart shows our manufacturing capacitysales by headcount split between lower costcustomer for the years ended December 31, 2018 and higher cost sourced labor.


Our industry2017.

LOGO

Demand for our products is mainly driven by light-vehicle production levels in North America and to a much lesser extent in South America. TheEurope. North American light-vehicle production level, in 2015,2018 was 17.417.0 million vehicles, a 30.6 percent or 0.5 million unit, increase over 2014. We track annualdecrease compared to 2017. In Western and Central Europe, light vehicle production rates based on information from Ward's Automotive Group. The North American annual production levels of automobiles and light-duty trucks (including SUV's, vans and "crossover vehicles") continue the trend of growth since the 2009 recession. Current economic conditions, low consumer interest rates and relatively inexpensive gas prices have been generally supportive of market growth and, in addition, the relatively high average age of vehicles on the road appears to be contributing to higher rates of vehicle replacement. Itlevel was reported in 2015 that the average age of all light vehicles in the U.S. increased to an all-time high of 11.5 years, according to IHS Automotive.


In 2014, production of automobiles and light-duty trucks in North America reached 16.9 million units, an increase of 5 percent over 2013. Production in 2013 reached 16.1 million units, an increase of 0.7 million, or 5 percent, from 15.418.5 million vehicles, in 2012.


1


We were initially incorporated in Delaware in 1969 and reincorporated in California in 1994. In 2015, we moved our headquarters from Van Nuys, California to Southfield, Michigan and reincorporated in Delaware in 2015. Our stock is traded on the New York Stock Exchange under the symbol "SUP."

Raw Materials

The raw materials used in manufacturing our products are readily available and are obtained through numerous suppliers with whom we have established trade relations. We purchase aluminum for the manufacture of our aluminum wheels, which accounted for the vast majority of our total raw material requirements during 2015.a 2.1 percent decrease over 2017. The majority of our aluminum requirementscustomers’ wheel programs are met throughawarded one, two or three years in advance. Our purchase orders with certain major producers, with physical supply coming from North American locations. Generally, the ordersOEMs are fixed astypically specific to minimum and maximum quantities of aluminum, which the producers must supply during the term of the orders. During 2015, we were able to successfully secure aluminum commitments from our primary suppliers to meet production requirements and we anticipate being able to source aluminum requirements to meet our expected level of production in 2016. We procure other raw materials through numerous suppliers with whom we have established trade relationships.

When market conditions warrant, we also may enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. We had purchase commitments for the delivery of natural gas through the end of 2015. These natural gas contracts were considered to be derivatives under U.S. generally accepted accounting principles ("GAAP"), and when entering into these contracts, it was expected that we would take full delivery of the contracted quantities of natural gas over the normal course of business. Accordingly, at inception, these contracts qualified for the normal purchase, normal sale ("NPNS") exemption provided under U.S. GAAP.
a particular vehicle model.

Customer Dependence

We have proven our ability to be a consistent producer of high quality aluminum wheels with the capability to meet our customers'customers’ price, quality, delivery and service requirements. We continually strive to continually enhance our

relationships with our customers through continuous improvement programs, not only through our manufacturing operations but in the engineering, design, development and quality areas as well. These key business relationships have resulted in multiple vehicle supply contract awards with our key customers over the past year.


Ford, GM Toyota and FCAVW Group were our only customers individually accounting for 10 percent or more of our consolidated trade sales in 2018, with Toyota accounting for more than 10 percent of our consolidated trade sales.in 2016 only. Net sales to these customers in 2015, 20142018, 2017 and 20132016 were as follows (dollars in millions):


  2015 2014 2013
  Percent of Net Sales Dollars Percent of Net Sales Dollars Percent of Net Sales Dollars
Ford 44% $315.1 44% $321.6 45% $349.7
GM 24% $175.6 24% $175.8 24% $186.4
Toyota 14% $104.5 12% $88.3 12% $92.1
FCA 8% $56.3 10% $72.0 10% $78.1

   2018   2017   2016 
   Percent of
Net Sales
  Dollars   Percent of
Net Sales
  Dollars   Percent of
Net Sales
  Dollars 

Ford

   18 $272.6    22 $248.8    38 $271.4 

GM

   18 $265.3    20 $217.5    30 $216.4 

VW Group

   12 $183.9    9 $94.3    <1 $2.8 

Toyota

   8 $114.0    9 $103.8    14 $98.4 

In addition, sales to Daimler AG Company and Nissan exceeded five percent of our consolidated sales during 2018 and 2017.BMW-Mini and Volvo exceeded five percent of our consolidated sales in 2018 and Fiat Chrysler and Nissan were at or exceeded 5% of our sales in 2016. The change in sales over the three-year period was primarily driven by the acquisition of our European operations. The loss of all or a substantial portion of our sales to Daimler AG Company, Ford, GM, Nissan, Toyota, or FCAVolvo, VW Group, andBMW-Mini would have a significant adverse effect on our financial results. See also Item 1A, - Risk“Risk Factors, of this Annual Report.


Raw Materials

The raw materials used in manufacturing our products are readily available and are obtained through numerous suppliers with whom we have established trade relationships. Aluminum accounted for the vast majority of our total raw material requirements during 2018. Our aluminum requirements are met through purchase orders with major global producers. During 2018, we successfully secured aluminum commitments from our primary suppliers sufficient to meet our production requirements, and we anticipate being able to source aluminum requirements to meet our expected level of production in 2019. We procure other raw materials through numerous suppliers with whom we have established trade relationships.

When market conditions warrant, we may also enter into purchase commitments to secure the supply of certain other commodities used in the manufacture of our products, such as natural gas, electricity and other raw materials.

We establish price adjustment clauses with our OEM customers to minimize the aluminum price risk. In the aftermarket, we use hedging products to secure our aluminum purchase prices.

Foreign Operations

We manufacture a significant portion of our North American products in Mexico that are sold bothfor sale in the United States, Canada and Mexico. Net sales of wheels manufactured in our Mexico operations in 20152018 totaled $550.7$673.2 million and represented 7684 percent of our total net sales. The portion of our products producedsales in Mexico versus the United States will increaseNorth America as compared to $608.0 million and 83 percent in 2016, as we expect to achieve full commercial production at a new wheel plant in Mexico for most of 2016.2017. Net property, plant and equipment used in our operations in Mexico totaled $190.4$221.5 million at December 31, 2015, including $112.22018 and $214.5 million related to our recently completed wheel plant.at December 31, 2017. The overall cost for us to manufacture wheels in Mexico is currently is lower than in the United States, due to lower labor costs as a result of lower prevailing wage rates.

Similarly, we manufacture the majority of our products for the European market in Poland, for sale throughout Europe. For the year ended December 31, 2018, net sales of wheels manufactured in Poland were $421.8 million and 60 percent of total net European sales versus $220.4 million and 59 percent in the seven months following the acquisition in 2017. Net property, plant and equipment used in our operations in Poland totaled $221.0 million at

December 31, 2018 versus $227.3 million at December 31, 2017. Similar to our Mexican operations, the overall cost to manufacture wheels in Poland is substantially lower than in both the U.S., in particular, because of reduced labor costUnited States and Germany at the present time due principally to lower prevailing wage rates. Such current advantageslabor costs.

Net Sales Backlog

Our customers typically award programs one, two or three years before actual production is scheduled to manufacturing our productbegin. Each year, the automotive manufacturers introduce new models, update existing models and discontinue certain models. In this process, we may be selected as the supplier on a new model, we may continue as the supplier on an updated model or we may lose a new or updated model to a competitor. Our estimated net sales may be impacted by various assumptions, including new program vehicle production levels, customer price reductions, currency exchange rates and program launch timing. Our customers may terminate the awarded programs or reduce order levels at any time, based on market conditions or change in Mexico can be affected by changes in cost structures, trade protection laws, policies and other regulations affecting trade and investments, social, political, labor,portfolio direction. Therefore, expected net sales information does not represent firm commitments or general economic conditions in Mexico. Other factorsfirm orders. We estimate that can affect the business and financial resultswe have been awarded programs covering approximately 84 percent of our Mexican operations include, but are not limited to, valuation ofmanufacturing capacity over the peso, availability and competency of personnel and tax


2


regulations in Mexico. See also Item 1A- Risk Factors - International Operations and Item 1A - Risk Factors - Foreign Currency Fluctuations.

Net Sales Backlog
We receive OEM purchase orders to produce aluminum wheels typically for multiple modelnext three years. These purchase orders are typically for one year for vehicle wheel programs that usually last three to five years. We manufacture and ship based on customer release schedules, normally provided on a weekly basis, which can vary in part due to changes in demand, industry and/or customer maintenance cycles, new program introductions or dealer inventory levels. Accordingly, even though customer purchase orders cover multiple model years, our management does not believe that our firm backlog is a meaningful indicator of future operating results.

Competition


Competition in the market for aluminum wheels is based primarily on price, technology, quality, delivery, and overall customer service. We are one of the leading suppliers of aluminum wheels for OEM installations in the world,service, price, quality and are the largest producer in North America.technology. We currently supply approximately 2019 percent and 13 percent of the aluminum wheels installed on passenger cars and light-duty trucks in North America. America and Europe, respectively.

Competition is global in nature with growinga significant volume of exports from Asia into North America. There are several competitors with facilities in North America but we estimate that we have more than twice the North American production capacity of any competitor based on our current estimation.competitor. Some of the key competitors in North America include Central Motor Wheel of America (“CMWA”), CITIC Dicastal Co., Ltd., Prime Wheel Corporation, Enkei and Ronal. Key European competitors include Ronal, Borbet, Maxion and CMS. We are the leading manufacturer of alloy wheels in the European aftermarket, where the competition is highly fragmented. Key competitors include Alcar, Brock, Borbet, ATU and Mak. See also Item 1A, - Risk“Risk Factors, of this Annual Report. Other

Steel and other types of road wheels such as those made of steel, also compete with our products. Aluminum wheel usage on passenger cars, crossovers, SUV’s and light-duty trucks continues to dominate in North America. According toWard'sWard’s Automotive Group, the aluminum wheel penetration rate on passenger cars and light-duty trucks in the U.S.North America was 7988 percent for the 2015 model year and 81 percent for the 20142018 model year compared to 8087 percent for the 2013 model year. We expect the ratio of2017. Although similar industry data is not available for Europe, we estimate aluminum wheel penetration continues to steel wheelsmarginally increase year-over-year with further opportunity to remain relatively stable. However, severalincrease. Several factors can affect thisthe aluminum wheel penetration rate including price, fuel economy requirements and styling preference.preferences. Although aluminum wheels are currently are more costly than steel, aluminum is a lighter material than steel, which is desirable for fuel efficiency, better ride & handling and generally viewed as aesthetically superior to steel and, thus, more desirable to the OEMs and their customers.


Research and Development


Our policy is to continuously review, improve and develop our engineering capabilities to satisfy our customer requirements in the most efficient and cost effectivecost-effective manner available. We strive to achieve this objective by attracting and retaining top engineering talent and by maintaining the lateststate-of-the-art computer technology to support engineering development. A fully staffedFully developed engineering center,centers located in Fayetteville, Arkansas, supportsand in Lüdenscheid, Germany support our research and development manufacturing needs.development. We also have a technical sales centerfunction at our corporate headquarters in Southfield, Michigan that maintains a complement of engineering staff centrally located near some of our largest customers'customers’ headquarters and engineering and purchasing offices. Aftermarket wheels are developed in Bad Dürkheim.


Research and development costs (primarily engineering and related costs), which are expensed as incurred, are included in cost of sales in our consolidated income statements. Amounts expended on researchResearch and development costs during each of the last three years were $2.6$5.7 million in 2015; $4.42018, $7.7 million in 2014;2017 and $4.8$3.8 million in 2013.


2016.

Government Regulation


Safety standards in the manufacture of vehicles and automotive equipment have been established under the National Traffic and Motor Vehicle Safety Act of 1966.1966, as amended. We believe that we are in compliance with all federal standards currently applicable to OEM suppliers and to automotive manufacturers.


Environmental Compliance


Our manufacturing facilities, like most other manufacturing companies, are subject to solid waste, water and air pollution control standards mandated by federal, state and local laws. Violators of these laws are subject to fines and, in extreme cases, plant closure. We believe our facilities are in material compliance with all presently applicable standards. However, costs related to environmental protection may grow due to increasingly stringent laws and regulations. The cost of environmental compliance was approximately $0.7 million in 2015;2018, $0.6 million in 2017 and $0.4 million in 2014; and $0.5 million in 2013.2016. We expect that future environmental compliance expenditures will approximate these levels and will not have a material effect on our consolidated financial position. Furthermore,position or results of operations. However, climate change legislation or regulations restricting emission of "greenhouse gases"“greenhouse gases” could result in increased operating costs and reduced demand for the vehicles that use our products. See also Item 1A, - Risk“Risk Factors - Environmental MattersWe are subject to various environmental laws” of this Annual Report.





3


Employees


As of December 31, 2015,2018, we had approximately 3,0508,000 full-time employees and 260 contract employees compared to approximately 3,0007,800 full-time employees and 350 contract employees at December 31, 2014.2017. As of December 31, 2016, we had approximately 4,189 full-time employees and 682 contract employees. None of our employees in North America are covered by a collective bargaining agreement.


Superior Industries Europe AG’s (“SEAG’s”) subsidiary, Superior Industries Production Germany GmbH (“SPG”), is a member of the employers’ association for the metal and electronic industry in North Rhine-Westphalia e.V. (Metall und Elektro-Industrie NORDRHEIN-WESTPFALEN e.V.) and is subject to various collective bargaining agreements entered into by the employers’ association with the trade union IG Metall. These collective bargaining agreements include provisions relating to wages, holiday, and partial retirement. It is estimated that approximately 432 employees of SEAG employed at SPG in Germany were unionized and/or subject to collective bargaining agreements in 2018. SPG and Superior Industries Automotive Germany GmbH (operating a joint workers’ council) operate a statutory workers’ council and Superior Industries Production (Poland) Sp. z o.o. (“SPP”) operates a voluntary workers’ council.

Fiscal Year End


Our

Fiscal year 2018 started on January 1, 2018 and ended December 31, 2018. The fiscal year isfor 2017 consisted of the 52- or 53-week period ending generallyended December 31, 2017. Thus, 2018 reflects one less calendar week of North America operations than in 2017. The 2016 fiscal year consisted of the52-week period ended on December 25, 2016. Historically our fiscal year ended on the last Sunday of the calendar year. TheWhile our European operations historically reported on a calendar year end, these fiscal years 2015, 2014periods aligned as of December 31, 2017. Beginning in 2018, both our North American and 2013 comprisedEuropean operations are on a calendar fiscal year with each month ending on the 52-week periods ended on December 27, 2015, December 28, 2014 and December 29, 2013, respectively.last day of the calendar month. For convenience of presentation, all fiscal years are referred to as beginning as of January 1, and ending as of December 31, but actually reflect our financial position and results of operations for the periods described above.


Segment Information


We operate as a single integrated businesshave aligned our executive management structure, organization and as such, have only one operating segment - automotive wheels.operations to focus on our performance in our North American and European regions. Financial information about this segment and geographic areasour operating segments is contained in

Note 5 - Business Segments6, “Business Segments” in the Notes to Consolidated Financial Statements in Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.


Seasonal Variations


The automotive industry is cyclical and varies based on the timing of consumer purchases of vehicles, which in turn varyvaries based on a variety of factors such as general economic conditions, availability of consumer credit, interest rates and fuel costs. While there have been no significant seasonal variations in the past few years, production schedules in our industry can vary significantly from quarter to quarter to meet the scheduling demands of our customers.


Typically, our aftermarket business experiences two seasonal peaks, which require substantially higher levels of production. The higher demand for aftermarket wheels from our customers occurs in March and October leading into the spring and winter peak consumer selling seasons.

History

We were initially incorporated in Delaware in 1969. Our entry into the OEM aluminum wheel business in 1973 resulted from our successful development of manufacturing technology, quality control and quality assurance techniques that enabled us to satisfy the quality and volume requirements of the OEM market for aluminum wheels. The first aluminum wheel for a domestic OEM customer was a Mustang wheel for Ford. We reincorporated in California in 1994, and in 2015, we moved our headquarters from Van Nuys, California to Southfield, Michigan and reincorporated in Delaware. On May 30, 2017, we acquired a majority interest in Uniwheels AG, which is a European supplier of OEM and aftermarket aluminum wheels. Uniwheels AG was renamed in 2018 to Superior Industries Europe AG. Our stock is traded on the New York Stock Exchange under the symbol “SUP.”

Available Information


Our Annual Report on Form10-K, quarterly reports on Form10-Q and any amendments thereto are available, without charge, on or through our website, www.supind.com, under “Investors,“Investor Relations,” as soon as reasonably practicable after they are filed electronically with the Securities and Exchange Commission ("SEC"(“SEC”). The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, which contains these reports, proxy and information statements and other information regarding the company. Also included on our website, www.supind.com, under "Investor,"“Investor Relations,” is our Code of Conduct, which, among others, applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Copies of all SEC filings and our Code of Conduct are also available, without charge, upon request from Superior Industries International, Inc., Shareholder Relations, 26600 Telegraph Road, Suite 400, Southfield, MI 48034.


Michigan 48033.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information related to issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form10-K is not incorporated by reference in this Annual Report on Form 10-K unless expressly noted.



ITEM 1A - RISK FACTORS

10-K.

ITEM 1A.

Risk Factors

The following discussion of risk factors contains “forward-looking” statements, which may be important to understanding any statement in this Annual Report or elsewhere. The following information should be read in conjunction with Item 7, - Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations ("(“MD&A"&A”) and Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.


Our business routinely encounters and addresses risks and uncertainties. Our business, results of operations, and financial condition and cash flows could be materially adversely affected by the factors described below. Discussion about the important operational risks that our business encounters can also be found in the MD&A section and in the business description in Item 1, - Business“Business” of this Annual Report. Below, we have described our present view of the most significant risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently do not consider significant, could also potentially impair our business, results of operations, financial condition and financial condition.cash flows. Our reactions to these risks and uncertainties as well as our competitors'competitors’ and customers’ reactions will affect our future operating results.





4


Risks Relating To Our Company

The automotive industry is cyclical and volatility in the automotive industry could adversely affect our financial performance.


The majority of

Substantially all our sales are made in domesticto the European and U.S. markets and almost exclusively within North America.automotive markets. Therefore, our financial performance depends largely on conditions in the European and U.S. automotive industry, which in turn can be affected significantly by broad economic and financial market conditions. Consumer demand for automobiles is subject to considerable volatility as a result of consumer confidence in general economic conditions, levels of employment, prevailing wages, fuel prices and the availability and cost of consumer credit. With steady improvement in the North American automotive industry since the global recession that began in 2008, vehicle production levels in 2015 reached the highest level in the last decade. However, there can be no guarantee that the improvements in recent years will be sustained or that reductions from current production levels will not occur in future periods.credit, as well as changing consumer preferences. Demand for aluminum wheels can be further affected by other factors, including pricing and performance comparisons to competitive materials such as steel. Finally, the demand for our products is influenced by shifts of market share between vehicle manufacturers and the specific market penetration of individual vehicle platforms being sold by our customers.


Decreases in demand for automobiles in Europe and the United States could adversely affect the valuation of our productive assets, results of operations, financial condition and cash flows.

A limited number of customers represent a large percentage of our sales. The loss of a significant customer or decrease in demand could adversely affect our operating results.


Ford, GM, Toyota, and FCA,VW Group, together, represented approximately 9056 percent in 2018, 60 percent in 2017 and 82 percent of our total wheel sales in 2015.2016. Despite the decrease in the combined percentage of our four largest customers in 2018 and 2017, a loss of a significant customer or decrease in demand still remains a risk. Our OEM customers are not required to purchase any minimum amount of products from us. Increasingly global procurement practices, the pace of new vehicle introduction and demand for price reductions may make it more difficult to maintain long-term supply arrangements with our customers, and there are no guarantees that we will be able to negotiate supply arrangements with our customers on terms acceptable to us in the future. The contracts we have entered into with most of our customers provide that we will manufacture wheels for a particular vehicle model, rather than manufacture a specific quantity of products. Such contracts range from one year to the life of the model (usually three to five years), typically arenon-exclusive and do not require the purchase by the customer of any minimum number of wheels from us. Therefore, a significant decrease in consumer demand for certain key models or group of related models sold by any of our major customers, or a decision by a manufacturer not to purchase from us, or to discontinue purchasing from us, for a particular model or group of models, could adversely affect our results of operations, financial condition and cash flows.

We operate in a highly competitive industry and efforts by our competitors to gain market share could adversely affect our financial condition.


Our new operations at a recently constructed facility in Mexico may not achieve the expected benefits.
In anticipation of continued growth in demand for aluminum wheels in the North American market, we constructed a new manufacturing facility in Mexico. Initial commercial production at this facility began in early 2015. performance.

The new manufacturing facility entailsglobal automotive component supply industry is highly competitive. Competition is based on a number of risks,factors, including delivery, overall customer service, price, quality, technology and available capacity to meet customer demands. Some of our competitors are companies, or divisions or subsidiaries of companies, which are larger and have greater financial and other resources than we do. We cannot ensure that our products will be able to compete successfully with the products of these competitors. In particular, our ability to increase manufacturing capacity typically requires significant investments in facilities, equipment and personnel. The majority of our operating facilities are at full or near to full capacity levels which may cause us to incur labor costs at premium rates in order to meet customer requirements, experience increased maintenance expenses or require us to replace our machinery and equipment on an accelerated basis. Furthermore, the nature of the markets in which we compete has attracted new entrants, particularly fromlow-cost countries. As a result, our sales levels and margins continue to be adversely affected by pricing pressures reflective of significant competition from producers located inlow-cost foreign markets, such as China, Morocco, and Turkey. Such competition with lower cost structures poses a significant threat to our ability to compete internationally and domestically. These factors have led to our customers awarding business to foreign competitors in the past, and they may continue to do so in the future. In addition, any of our competitors may foresee the course of market development more accurately, develop products that are superior to our products, have the ability to ramp-up commercial production within theproduce

similar products at a lower cost and time-frame estimated andor adapt more quickly to attract a sufficient number of skilled workers to meet the needs of the new facility. Additionally, our assessment of the projected benefits associated with the construction of a new manufacturing facility is subject to a number of estimates and assumptions, including future demand fortechnologies or evolving customer requirements. Consequently, our products which in turn are subjectmay not be able to significant economic, competitive and other uncertainties that are beyond our control. Operating results could be unfavorably impacted by start-up costs until production levels at the new facility reach planned levels. Additionally, our overall ability to increase total company revenues in the future can be affected by factors affecting the volume of products manufactured at our existing factories.


compete successfully with competitors’ products.

We experience continual pressure to reduce costs.

The global vehicle market is highly competitive at the OEM level, which drives continual cost-cutting initiatives by our customers. Customer concentration, relative supplier fragmentation and product commoditization have translated into continual pressure from OEMs to reduce the price of our products. It is possible that pricing pressures beyond our expectations could intensify as OEMs pursue restructuring and cost-cutting initiatives. If we are unable to generate sufficient production cost savings in the future to offset such price reductions, our gross margin rate of profitability and cash flows could be adversely affected. In addition, changes in OEMs'OEMs’ purchasing policies or payment practices could have an adverse effect on our business. Our OEM customers typically attempt to qualify more than one wheel supplier for the programs we participate inon and for programs we may bid on in the future. As such, our OEM customers are able to negotiate favorable pricing or may decrease sales volume.wheel orders from us. Such actions may result in decreased sales volumes and unit price reductions for our company,the Company, resulting in lower revenues, gross profit, operating income and cash flows.


We operate in a highly competitive industry.

The automotive component supply industry is highly competitive, both domestically and internationally. Competition is based on a number of factors, including price, technology, quality, delivery and overall customer service and available capacity to meet

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customer demands. Some of our competitors are companies, or divisions or subsidiaries of companies, which are larger and have greater financial and other resources than we do. We cannot ensure that our products will be able to compete successfully with the products of these competitors. In particular, our ability to increase manufacturing capacity typically requires significant investments in facilities, equipment and personnel. Our operating facilities are at full or near to full capacity levels which may cause us to incur labor costs at premium rates in order to meet customer requirements, experience increased maintenance expenses or require us to replace our machinery and equipment on an accelerated basis. Furthermore, the nature of the markets in which we compete has attracted new entrants, particularly from low cost countries. As a result, our sales levels and margins continue to be adversely affected by pricing pressures reflective of significant competition from producers located in low-cost foreign markets, such as China. Such competition with lower cost structures poses a significant threat to our ability to compete internationally and domestically. These factors have led to our customers awarding business to foreign competitors in the past, and they may continue to do so in the future. In addition, any of our competitors may foresee the course of market development more accurately, develop products that are superior to our products, have the ability to produce similar products at a lower cost, or adapt more quickly to new technologies or evolving customer requirements. Consequently, our products may not be able to compete successfully with competitors' products.

Our international operations make us vulnerable to risks associated with doing business in foreign countries.
We manufacture a substantial portion of our products in Mexico, have a minor investment in a wheel manufacturing company in India and we sell our products internationally. Accordingly, unfavorable changes in foreign cost structures, trade protection laws, regulations and policies affecting trade and investments and social, political, labor, or economic conditions in a specific country or region, among other factors, could have a negative effect on our business and results of operations. Legal and regulatory requirements differ among jurisdictions worldwide. Violations of these laws and regulations could result in fines, criminal sanctions, prohibitions on the conduct of our business, and damage to our reputation. Although we have policies, controls, and procedures designed to ensure compliance with these laws, our employees, contractors, or agents may violate our policies.

Fluctuations in foreign currencies may adversely impact our financial condition.

Due to the growth of our operations outside of the United States, we have experienced increased exposure to foreign currency gains and losses in the ordinary course of our business. As a result, fluctuations in the exchange rate between the U.S. dollar, the Mexican peso and any currencies of other countries in which we conduct our business may have a material impact on our financial condition, as cash flows generated in foreign currencies may be used, in part, to service our U.S. dollar-denominated liabilities, or vice versa.

In addition, due to customer requirements, we have experienced a significant shift in the currency denominated in our contracts with our customers. As a result of this change, we currently project that in 2016 and beyond the vast majority of our revenues will be denominated in the US dollar, rather than a more balanced mix of U.S. dollar and Mexican peso. In the past we have relied upon significant revenues denominated in the Mexican peso to provide a "natural hedge" against foreign exchange rate changes impacting our peso denominated costs incurred at our facilities in Mexico. Accordingly, the foreign exchange exposure associated with peso denominated costs is a growing risk and could have a material adverse effect on our operating results.

Fluctuations in foreign currency exchange rates may also affect the value of our foreign assets as reported in U.S. dollars, and may adversely affect reported earnings and, accordingly, the comparability of period-to-period results of operations. Changes in currency exchange rates may affect the relative prices at which we and our foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. We cannot ensure that fluctuations in exchange rates will not otherwise have a material adverse effect on our financial condition or results of operations, or cause significant fluctuations in quarterly and annual results of operations.
We may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions and forecasted future cash flows. We have implemented a program to hedge a portion of our material foreign exchange exposures, typically for up to 36 months. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures. There is no guarantee that our hedge program will effectively mitigate our exposures to foreign exchange changes which could have material adverse effects on our cash flows and results of operations.

Increases in the costs and restrictions on availability of raw materials could adversely affect our operating margins and cash flow.

Generally, we obtain our raw materials, supplies and energy requirements from various sources. Although we currently maintain alternative sources, our business is subject to the risk of price increases and periodic delays in delivery. Fluctuations in the prices

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of raw materials may be driven by the supply/demand relationship for that commodity or governmental regulation. In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot continue their business as anticipated, the availability or price of raw materials could be adversely affected.

Although we are able to periodically pass certain aluminum cost increases on to our customers, we may not be able to pass along all changes in aluminum costs and our customers are not obligated to accept energy or other supply cost increases that we may attempt to pass along to them. In addition, fixed price natural gas contracts that expire in the future may expose us to higher costs that cannot be immediately recouped in selling prices. This inability to pass on these cost increases to our customers could adversely affect our operating margins and cash flow, possibly resulting in lower operating income and profitability.

Interruption in our production capabilities could reduce our operating results.

An interruption in production capabilities at any of our facilities as a result of equipment failure, interruption of raw materials or other supplies, labor disputes or other reasons could result in our inability to produce our products, which would reduce our sales and operating results for the affected period and harm our customer relationships. We have, from time to time, undertaken significant re-tooling and modernization initiatives at our facilities, which, in the past have caused, and in the future may cause, unexpected delays and plant underutilization, and such adverse consequences may continue to occur as we continue to modernize our production facilities. In addition, we generally deliver our products only after receiving the order from the customer and thus typically do not hold large inventories. In the event of a production interruption at any of our manufacturing facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to premium freight costs and other performance penalties, as well as contract cancellations, and cause us to lose future sales and expose us to other claims for damages. Our manufacturing facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, earthquakes, explosions or violent weather conditions. We have in the past, and may in the future, experience plant shutdowns or periods of reduced production which could have a material adverse effect on our results of operations or financial condition.

Similarly, it also is possible that our customers may experience production delays or disruptions for a variety of reasons, which could include supply-chain disruption for parts other than wheels, equipment breakdowns or other events affecting vehicle assembly rates that impact us, work stoppages or slow-downs at factories where our products are consumed, or even catastrophic events such as fires, disruptive weather conditions or natural disasters. Such disruptions at the customer level may cause the affected customer to halt or limit the purchase of our products.

Aluminum and alloy pricing may have a material effect on our operating margins and results of operations.

The cost of aluminum is a significant component in the overall cost of a wheel and in our selling prices to OEM customers. The price for aluminum we purchase is adjusted monthly based primarily on changes in certain published market indices, but the timing of such adjustments is based on specific customer agreements and can vary from monthly to quarterly. As a result, the timing of aluminum price adjustments flowing through sales rarely will match the timing of such changes in cost, and can result in fluctuations to our gross profit. This is especially true during periods of frequent increases or decreases in the market price of aluminum.

The aluminum we use to manufacture wheels also contains additional alloying materials, including silicon. The cost of alloying materials also is a component of the overall cost of a wheel. The price of the alloys we purchase is also based on certain published market indices; however, most of our customer agreements do not provide price adjustments for changes in market prices of alloying materials. Increases or decreases in the market prices of these alloying materials could have a material effect on our operating margins and results of operations.

Implementing a new enterprise resource planning system could interfere with our business or operations.

We are in the process of implementing a new enterprise resource planning (ERP) system. This project requires a significant investment of capital and human resources, the re-engineering of many processes of our business, and the attention of many personnel who would otherwise be focused on other aspects of our business. Should the system not be implemented successfully, or if the system does not perform in a satisfactory manner once implementation is complete, our business and operations could be disrupted and our results of operations negatively affected, including our ability to report accurate and timely financial results.

We are from time to time subject to litigation, which could adversely impact our financial condition or results of operations.

The nature of our business exposes us to litigation in the ordinary course of our business. We are exposed to potential product liability and warranty risks that are inherent in the design, manufacture and sale of automotive products, the failure of which could result in property damage, personal injury or death. Accordingly, individual or class action suits alleging product liability or

7


warranty claims could result. Although we currently maintain what we believe to be suitable and adequate product liability insurance in excess of our self-insured amounts, we cannot assure you that we will be able to maintain such insurance on acceptable terms or that such insurance will provide adequate protection against potential liabilities. In addition, if any of our products prove to be defective, we may be required to participate in a recall. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our results of operations or financial condition. We cannot give assurance that any current or future claims will not adversely affect our cash flows, financial condition or results of operations.

We may be unable to successfully implement cost-saving measures or achieve expected benefits under our plans to improve operations.


As part of our ongoing focus on being a low-cost provider ofto provide high quality products, we continually analyze our business to further improve our operations and identify cost-cutting measures. We may be unable to successfully identify or implement plans targeting these initiatives, or fail to realize the benefits of the plans we have already implemented, as a result of operational difficulties, a weakening of the economy or other factors. Cost reductions may not fully offset decreases in the prices of our products due to the time required to develop and implement cost reduction initiatives. Additional factors such as inconsistent customer ordering patterns, increasing product complexity and heightened quality standards are making it increasingly more difficult to reduce our costs. It is possible that asthe costs we incur costs to implement improvement strategies themay negatively impact on our financial position, results of operations and cash flow may be negative.


flow.

We may be unable to successfully launch new products and/or achieve technological advances.


In order to compete effectively compete in the automotive supply industry, we must be able to launch new products and adopt technology to meet our customers' demandcustomers’ demands in a timely manner. However, we cannot ensure that we will be able to install and certify the equipment needed for new product programs in time for the start of production, or that the transitioning of our manufacturing facilities and resources under new product programs will not impact production rates or other operational efficiency measures at our facilities. In addition, we cannot ensure that our customers will execute the launch of their new product programs on schedule. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and customer approvals. For example, we recently completed the construction of a Physical Vapor Deposition (“PVD”) finishing facility. PVD is a wheel coating process that creates a bright chrome-like surface in a more environmentally friendly manner than traditional chrome plating. Various commercial opportunities are being evaluated, while at the same time this facility continues to undergo trial testing to meet customer quality criteria. As a result, existing purchase orders for the PVD process will continue to be satisfied using alternative finishing processes. The global automotive industry is experiencing a period of significant technological change. As a result, the success of our business requires us to develop and/or incorporate leading technologies, including PVD and other finishing capabilities such as surface printing, laser etching, and5-Axis milling. Such technologies are subject to rapid obsolescence and may not be proven feasible on a volume production basis, have a demand with our customers, meet our customer’s specifications or prove profitable to us. Our failure to satisfy any of these criteria with respect to a particular technology could result in our not pursuing the development of that technology, expensing any unamortized investment costs and abandoning or seeking an alternative use for any impacted technology. Our inability to maintain access to these

technologies (either through development or licensing) may adversely affect our ability to compete. If we are unable to successfully develop new technologies, differentiate our products, maintain alow-cost footprint or compete effectively with technology-focused new market entrants, we may lose market share or be forced to operate properly. Further, changesreduce prices, thereby lowering our margins. Any such occurrences could adversely affect our financial condition, operating results and cash flows.

International trade agreements and our international operations make us vulnerable to risks associated with doing business in competitive technologies may render certainforeign countries that can affect our business, financial condition and results of operations.

We manufacture a substantial portion of our products obsoletein Mexico, Germany and Poland and we sell our products internationally. Accordingly, unfavorable changes in foreign cost structures, trade protection laws, tariffs on aluminum, regulations and policies affecting trade and investments and social, political, labor or less attractive. economic conditions in a specific country or region, among other factors, could have a negative effect on our business and results of operations. Legal and regulatory requirements differ among jurisdictions worldwide. Violations of these laws and regulations could result in fines, criminal sanctions, prohibitions on the conduct of our business and damage to our reputation. Although we have policies, controls and procedures designed to ensure compliance with these laws, our employees, contractors, or agents may violate our policies.

As a result of changes to U.S. administrative policy, among other possible changes, there may be (i) changes to existing trade agreements, such as the North American Free Trade Agreement (“NAFTA”) and its anticipated successor agreement, the U.S.-Mexico-Canada Agreement (“USMCA”), which is still subject to approval by the United States, Mexico and Canada; (ii) greater restrictions on free trade generally; and (iii) significant increases in tariffs on goods imported into the United States, particularly tariffs on products manufactured in Mexico. It remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to tariffs, NAFTA, USMCA or other international trade agreements and policies. A trade war, other governmental action related to tariffs or international trade agreements, changes in United States social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the United States as a result of such changes, likely would have an adverse effect on our business, financial condition, results of operations and cash flows.

Cost of manufacturing our products in Mexico, Germany and Poland may be affected by tariffs imposed by the United States, trade protection laws, policies and other regulations affecting trade and investments, social, political, labor, or general economic conditions. Other factors that can affect the business and financial results of our Mexican, German, Polish and U.S. operations include, but are not limited to, changes in cost structures, currency effects of the Mexican Peso, Euro and Polish Zloty, availability and competency of personnel and tax regulations.

Fluctuations in foreign currencies may adversely impact our financial results.

Due to our operations outside of the United States, we experience exposure to foreign currency gains and losses in the ordinary course of our business. We settle transactions between currencies - i.e., in particular, Mexican Peso to U.S. dollar, Euro to U.S. dollar and Euro to Polish Zloty. To the extent possible, we attempt to match the timing and magnitude of transaction settlements between currencies to create a “natural hedge.” Based on our current business model and levels of production and sales activity, the net imbalance between currencies depends on specific circumstances. While changes in the terms of the contracts with our customers will create an imbalance between currencies that we hedge with foreign currency forward or option contracts, there can be no assurances that our hedging program will effectively offset the impact of the imbalance between currencies or that the net transaction balance will not change significantly in the future.

The foreign currency forward or option contracts we enter into with financial institutions are designed to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed

transactions and forecasted future cash flows. We have a program to hedge a portion of our material foreign exchange exposures, typically for up to 48 months. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There is no guarantee that our hedge program will effectively mitigate our exposures to foreign exchange changes which could have material adverse effects on our cash flows and results of operations.

Fluctuations in foreign currency exchange rates may also affect the value of our foreign assets as reported in U.S. dollars, and may adversely affect reported earnings and, accordingly, the comparability ofperiod-to-period results of operations. Changes in currency exchange rates may affect the relative prices at which we and our foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. We cannot ensure that fluctuations in exchange rates will not otherwise have a material adverse effect on our financial condition or results of operations or cause significant fluctuations in quarterly and annual results of operations.

Our substantial indebtedness could adversely affect our financial condition

We have a significant amount of indebtedness. As of December 31, 2018, our total debt was $684.9 million ($664.5 million, net of unamortized debt issuance costs of $20.4 million), and we had availability of $156.6 million under the Senior Secured Credit Facilities, as well as 30.0 million Euros under a secured European revolving line of credit. The interest expense on indebtedness will remain significantly higher than historical interest expense (in particular, relative to the time prior to the acquisition of the European Operations) and could adversely affect our financial condition.

Subject to the limits contained in the Credit Agreement governing the Senior Secured Credit Facilities and the indenture governing the Notes (the “Indenture”) and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify.

In addition, the Indenture and the Credit Agreement governing the Senior Secured Credit Facilities and our other debt instruments contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of the maturity of all of our debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes or our redeemable preferred stock, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to anticipate changes in technologymake scheduled payments or to refinance our debt obligations or redeemable preferred stock depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to successfully developcertain financial, business, economic and introduce newother factors beyond our control. We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal, premium, if any, and enhanced productsinterest on the Notes, redeemable preferred stock and our other indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, including payments with respect to our redeemable preferred stock, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or seek to restructure or refinance our indebtedness, including the Notes. Our ability to restructure or refinance our debt will depend on the condition of the capital and credit markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations and limit our financial flexibility. In addition, any failure to make payments of interest and principal on our outstanding indebtedness and redeemable preferred stock on a timely basis will bewould likely result in a significant factor inreduction of our credit

rating, which could harm our ability to remain competitive.incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations, including (i) redemption of our redeemable preferred stock at a redemption price of $300.0 million (2.0 times stated value) or the product of the number of common shares into which the redeemable preferred stock could be converted (5.3 million shares currently) and the then current market price of our common stock and (ii) the repurchase of the Notes or redemption of the redeemable preferred stock upon a change of control or repurchase of the Notes upon sales of certain assets. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The Credit Agreement governing the Senior Secured Credit Facilities and the Indenture restrict our ability to conduct asset sales and/or use the proceeds from asset sales. We may not be able to consummate these asset sales to raise capital or sell assets at prices and on terms that we believe are fair, and any proceeds that we do receive may not be adequate to meet any debt service obligations then due, including payments due with respect to our redeemable preferred stock. If we cannot meet our debt service obligations, the holders of our debt may accelerate our debt and, to the extent such debt is secured, foreclose on our assets. In such an event, we may not have sufficient assets to repay all of our debt.

The terms of the Credit Agreement governing the Senior Secured Credit Facilities, the Indenture, and other debt instruments, as well as the documents governing other debt that we may incur in the future may, restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The Indenture, the Credit Agreement governing the Senior Secured Credit Facilities, and our other debt instruments, and the documents governing other debt that we may incur in the future may, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to:

incur additional indebtedness and guarantee indebtedness;

create or incur liens;

engage in mergers or consolidations or sell all or substantially all of our assets;

sell, transfer or otherwise dispose of assets;

make investments, acquisitions, loans or advances or other restricted payments;

pay dividends or distributions, repurchase our capital stock or make certain other restricted payments;

prepay, redeem, or repurchase any subordinated indebtedness;

designate our subsidiaries as unrestricted subsidiaries;

enter into agreements which limit the ability of ournon-guarantor subsidiaries to pay dividends or make other payments to us; and enter into certain transactions with our affiliates.

In addition, the restrictive covenants in the Credit Agreement governing the Senior Secured Credit Facilities and other debt instruments require us to maintain specified financial ratios and satisfy other financial condition tests to the extent subject to certain financial covenant conditions. Our failureability to successfullymeet those financial ratios and timely launchtests can be affected by events beyond our control. We may not meet those ratios and tests.

A breach of the covenants or restrictions under the Indenture governing the Notes, under the Credit Agreement governing the Senior Secured Credit Facilities, or under other debt instruments could result in an event of default under the applicable indebtedness. Such a default may allow the creditors under such facility to accelerate the related debt, which may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the Credit Agreement governing our Senior Secured Credit Facilities would permit the lenders under our revolving credit facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable

under the Senior Secured Credit Facilities or under other secured debt instruments, those lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral under the Senior Secured Credit Facilities. In the event our lenders or holders of the Notes accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness or be able to borrow sufficient funds to refinance it. Even if we are able to obtain new productsfinancing, it may not be on commercially reasonable terms or adopton terms acceptable to us. As a result of these restrictions, we may be:

limited in how we conduct our business;

unable to raise additional debt or equity financing to operate during general economic or business downturns; or

unable to compete effectively or to take advantage of new technologies,business opportunities. These restrictions, along with restrictions that may be contained in agreements evidencing or governing other future indebtedness, may affect our ability to grow or pursue other important initiatives in accordance with our growth strategy.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Senior Secured Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. As of December 31, 2018, approximately $382.8 million of our debt was variable rate debt. Our anticipated annual interest expense on $382.8 million variable rate debt at the current rate of 6.3 percent would be $24.1 million. We have entered into interest rate swaps exchanging floating for fixed rate interest payments in order to reduce interest rate volatility. As of December 31, 2018, we have executed interest rate swaps for $90.0 million, maturing $25.0 million March 31, 2019, $30.0 million September 30, 2019, and $35.0 million December 31, 2019. In addition, on January 10, 2019 we entered into additional interest rate swaps for $200 million, maturing $50 million September 30, 2022 and $150 million December 31, 2022. In the future, we may again enter into interest rate swaps to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

In addition, the interest rates under our Senior Secured Credit Facilities are calculated using LIBOR. On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021 and it is unclear whether new methods of calculating LIBOR will be established. If LIBOR ceases to exist after 2021, a failurecomparable or successor reference rate as approved by the Administrative Agent under the Credit Agreement will apply or such other reference rate as may be agreed by the Company and the lenders under the Credit Agreement. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated based on repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere. To the extent these interest rates increase, our customers to successfully launch new programs,interest expense will increase, which could adversely affect our results. financial condition, operating results and cash flows.

We are subject to taxation related risks in multiple jurisdictions.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our global

provision for income taxes. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. We are also subject to ongoing tax audits. These audits can involve complex issues, which may require an extended period of time to resolve and can be highly subjective. Tax authorities may disagree with certain tax reporting positions taken by us and, as a result, assess additional taxes against us. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision.

In December 2017, the Tax Cuts and Jobs Act (“The Act”) was signed into law, effective January 1, 2018. The Act, among other things, contains significant changes to corporate taxation, including the reduction of the corporate tax rate from 35 percent to 21 percent, aone-time transition tax on offshore earnings at reduced tax rates regardless of whether earnings are repatriated, the elimination of U.S. tax on foreign dividends (subject to certain important exceptions), new taxes on certain foreign earnings– Global IntangibleLow-Taxed Income (“GILTI”), limitations on deductibility of interest expense, immediate deductions for certain new investments and the modification or repeal of many business deductions and credits.

In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business. The impact of tax reform in the United States or other foreign tax law changes could result in an overall tax rate increase to our business.

Increases in the costs and restrictions on availability of raw materials could adversely affect our operating margins and cash flow.

Generally, we obtain our raw materials, supplies and energy requirements from various sources. Although we currently maintain alternative sources, our business is subject to the risk of price increases and periodic delays in delivery. Fluctuations in the prices of raw materials may be driven by the supply and demand for that commodity or governmental regulation, including trade laws and tariffs. In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot ensure thatcontinue their business as anticipated, the availability or price of raw materials could be adversely affected.

Although we willare able to periodically pass certain aluminum cost increases on to our customers, we may not be able to achieve the technological advances thatpass along all changes in aluminum costs, or there may be necessarya delay in passing the aluminum costs onto our customers. Our customers are not obligated to accept energy or other supply cost increases that we may attempt to pass along to them. This inability to pass on these cost increases to our customers could adversely affect our operating margins and cash flow.

Aluminum and alloy pricing may have a material effect on our operating margins and cash flows.

The cost of aluminum is a significant component in the overall cost of a wheel and in our selling prices to customers. The price for usaluminum we purchase is adjusted based on changes in certain published market indices, but the timing of price adjustments is based on specific customer agreements and can vary from monthly to remain competitivequarterly. As a result, the timing of aluminum price adjustments with customers flowing through sales rarely will match the timing of such changes in cost and can result in fluctuations to our gross profit. This is especially true during periods of frequent increases or thatdecreases in the market price of aluminum.

The aluminum we use to manufacture wheels also contains additional alloy materials, including silicon. The cost of alloying materials is also a component of the overall cost of a wheel. The price of the alloys we purchase is also based on certain published market indices; however, most of our products willcustomer agreements do not become obsolete.provide price adjustments for changes in market prices of alloying materials. Increases or decreases in the market prices of these alloying materials could have a material effect on our operating margins and cash flows.


There is a risk of discontinuation of the E.U. anti-dumping duty from China which may increase the competitive pressure from Chinese producers, including in the aftermarket.

In 2010, the European Commission imposed provisional anti-dumping duties of 22.3 percent on imports of aluminum road wheels from China after a complaint of unfair competition from European manufacturers. The European Commission argued that the EU manufacturers had suffered a significant decrease in production and sales, and a loss of market share, as well as price depression due to cheaper imports from China. On January 23, 2017, the European Commission decided to maintain the anti-dumping duties (Commission Implementing Regulation (EU) 2017/109) for another five-year period. The anti-dumping duties protect the EU producers until January 24, 2022. After this date, the competitive pressures from Chinese producers, which have cost advantages, primarily in the aftermarket, may adversely affect the Company’s financial condition, results of operations and cash flows.

We are subject to various environmental laws


laws.

We incur significant costs to comply with applicable environmental, health and safety laws and regulations in the ordinary course of our business. We cannot ensure that we have been or will be at all times in complete compliance with such laws and regulations. Failure to be in compliance with such laws and regulations could result in material fines or sanctions. Additionally, changes to such laws or regulations may have a significant impact on our cash flows, financial condition and results of operations.


We are also subject to various foreign, federal, state and local environmental laws, ordinances and regulations, including those governing discharges into the air and water, the storage, handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances or wastes and the health and safety of our employees. The nature of our current and former operations and the history of industrial uses at some of our facilities expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters which could have a material adverse effect on our financial health.condition. In addition, some of our properties are subject to indemnification and/or cleanup obligations of third parties with respect to environmental matters. However, in the event of the insolvency or bankruptcy of such third parties, we could be required to bearassume the liabilities that would otherwise be the responsibility of such third parties.


Further, changes in legislation or regulation imposing reporting obligations on, or limiting emissions of greenhouse gases from, or otherwise impacting or limiting our equipment and operations or from the vehicles that use our products could adversely affect demand for those vehicles or require us to incur costs to become compliant with such regulations.

We are from time to time subject to litigation, which could adversely impact our financial condition or results of operations.

The nature of our business exposes us to litigation in the ordinary course of our business. We are exposed to potential product liability and warranty risks that are inherent in the design, manufacture and sale of automotive products, the failure of which could result in property damage, personal injury or death. Accordingly, individual or class action suits alleging product liability or warranty claims could result. Although we currently maintain what we believe to be suitable and adequate product liability insurance in excess of our self-insured amounts, we cannot guarantee that we will be able to maintain such insurance on acceptable terms or that such insurance will provide adequate protection against future liabilities. In addition, if any of our products prove to be defective, we may be required to participate in a recall. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our results of operations, financial condition or cash flows.

Our business requires extensive product development activities to launch new products. Accordingly, there is a risk that wheels under development may not be ready by the start of production (“SOP”) or may fail to meet the customer’s specifications. In any such case, warranty or compensation claims might be raised, or litigation might


be commenced, against the Company. Moreover, the Company could lose its reputation of an entrepreneur actively developing new and innovative solutions, which in turn could affect the volume of orders, particularly orders for new designs.

Moreover, there are risks related to civil liability under our customer supply contracts (civil liability clauses in contracts with customers, contractual risks related to civil liability for causing delay in production launch, etc.). If we fail to ensure production launch as and when required by the customer, thus jeopardizing production processes at the customer’s facilities, this could lead to increased costs, giving rise to recourse claims against, or causing loss of orders by the Company. This could also have an adverse effect on our financial condition, results of operations or cash flows.

If we do not successfully manage the transition associated with the retirement of our former Chief Executive Officer and the appointment of a new Chief Executive Officer, it could be viewed negatively by our customers and shareholders and could have an adverse impact on our business.

In December 2018, Donald J. Stebbins retired from his position as our President and Chief Executive Officer. Timothy C. McQuay, the Chairman of the Board, is serving as the Executive Chairman. The Board has an active search process underway to select the next Chief Executive Officer from internal and external candidates. If we are unable to attract and retain a qualified candidate to become our Chief Executive Officer in a timely manner, our ability to meet our financial and operational goals and strategic plans, as well as our financial performance, may be adversely impacted. It may also make it more difficult to retain and hire key employees. In addition, such leadership transitions can be inherently difficult to manage, and a poorly executed transition involving our new Chief Executive Officer may cause disruption to our business, including to our relationships with customers, vendors and employees.

Labor-related disruptions involving us or one or more of our customers or suppliers may adversely affect our operations.

Our business is labor-intensive. Although we consider our current relations with our employees to be good, if major work disruptions were to occur, our ability to operate our business could be harmed. A labor dispute involving us or one or more of our customers or our suppliers or our customers’ suppliers, or that could otherwise affect our operations could reduce our sales and our profitability. A labor dispute involving any of our customers or our customers’ suppliers that results in a slowdown or a closure of our customers’ assembly plants where our products are included in the assembled parts or vehicles could also adversely affect our business and harm our profitability.

We may be unable to attract and retain key personnel.


Our success depends, in part, on our ability to attract, hire, train and retain qualified managerial, operational, engineering, sales and marketing personnel. We face significant competition for these types of employees in our industry. We may be unsuccessful in attracting


8


and retaining the personnel we require to conduct our operations successfully. In addition, key personnel may leave us and compete against us. Our success also depends, to a significant extent, on the continued service of our senior management team. We may be unsuccessful in replacing key managers who either resign or retire. The loss of any member of our senior management team or other experienced senior employees could impair our ability to execute our business plans and strategic initiatives, cause us to lose customers and experience reduced net sales, or lead to employee morale problems and/or the loss of other key employees. In any such event, our financial condition, results of operations, internal control over financial reporting, or cash flows could be adversely affected.

Our share repurchase program may limit our flexibility to pursue other initiatives.

Although our existing cash and funds available under our senior secured credit facility are currently adequate to fund our approved common stock repurchase plan, dedication of our financial resources to the repurchase of outstanding shares will reduce our liquidity and working capital, which in turn may limit our flexibility to pursue other initiatives to grow our business or to return capital to our shareholders through other means. After making such expenditures, a significant change in our business, the economy or an unexpected decrease in our cash flow for any reason could result in the need for additional outside financing.

We may be unable to maintain effective internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Many of our key controls rely on maintaining personnel with an appropriate level of accounting knowledge, experience and training in the application of accounting principles generally accepted in the United States of America in order to operate effectively. Material weaknesses or deficiencies may cause our financial statements to contain material misstatements, unintentional errors, or omissions, and late filings with regulatory agencies may occur.

A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.


A cyber-attack that bypasses

We rely on the accuracy, capacity and security of our information technology ("IT")systems. Despite the security measures that we have implemented, including those measures related to cybersecurity, our systems, causing an ITas well as

those of our customers, suppliers and other service providers could be breached or damaged by computer viruses, malware, phishing attacks,denial-of-service attacks, natural orman-made incidents or disasters or unauthorized physical or electronic access. These types of incidents have become more prevalent and pervasive across industries, including in our industry, and are expected to continue in the future. A breach could result in business disruption, theft of our intellectual property, trade secrets or customer information and unauthorized access to personnel information. Although cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect our information technology systems from attack, damage or unauthorized access are a high priority for us, our activities and investment may not be deployed quickly enough or successfully protect our systems against all vulnerabilities, including technologies developed to bypass our security measures. In addition, outside parties may attempt to fraudulently induce employees or customers to disclose access credentials or other sensitive information in order to gain access to our secure systems and networks. There are no assurances that our actions and investments to improve the maturity of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion. Moreover, because the techniques used to gain access to or sabotage systems often are not recognized until launched against a target, we may be unable to anticipate the methods necessary to defend against these types of attacks and we cannot predict the extent, frequency or impact these problems may have on us. To the extent that our business is interrupted or data is lost, destroyed or inappropriately used or disclosed, such disruptions could adversely affect our competitive position, relationships with our customers, financial condition, operating results and cash flows. In addition, we may be required to incur significant costs to protect against the damage caused by these disruptions or security breaches in the future.

We are also dependent on security measures that some of our third-party customers, suppliers and other service providers take to protect their own systems and infrastructures. Some of these third parties store or have access to certain of our sensitive data, as well as confidential information about their own operations, and as such are subject to their own cybersecurity threats. Any security breach may leadof any of these third-parties’ systems could result in unauthorized access to our information technology systems, cause us to benon-compliant with applicable laws or regulations, subject us to legal claims or proceedings, disrupt our operations, damage our reputation, and cause a material disruptionloss of confidence in our products and services, any of which could adversely affect our financial performance.

Competitors could copy our products or technologies and we could violate protected intellectual property rights or trade secrets of our IT business systems and/competitors or other third parties.

We register business-related intellectual property rights, such as industrial designs and trademarks, hold licenses and other agreements covering the lossuse of business information resultingintellectual property rights, and have taken steps to ensure that our trade secrets and technologicalknow-how remain confidential. Nevertheless, there is a risk that third parties would attempt to copy, in adverse consequencesfull or in part, our products, technologies or industrial designs, or to obtain unauthorized access and use of Company secrets, technologicalknow-how or other protected intellectual property rights. Also, other companies could successfully develop technologies, products or industrial designs similar to ours, and thus potentially compete with us.

Further, there can be no assurance that we will not unknowingly infringe intellectual property rights of our business, including: an adverse impact on our operationscompetitors, such as patents and industrial designs, especially due to the theft, destruction, loss, misappropriation or releasefact that the interpretations of confidential data orwhat constitutes protected intellectual property operationalmay differ. Similarly, there is a risk that we will illegitimately use intellectual property developed by our employees, which is subject in each case to relevant regulations governing employee-created innovations. If a dispute concerning intellectual property rights arises, in which the relevant court issues an opinion on the disputed intellectual property rights contrary to us, identifying a breach of intellectual property rights, we may be required to pay substantial damages or business delays resulting fromto stop the disruptionuse of IT systems and subsequent clean-up and mitigation activities, an inabilitysuch intellectual property. In addition, we are exposed to timely prepare and filethe risk of injunctions being imposed to prevent further infringement, leading to a decrease in the number of customer orders.

All these events could have a material adverse effect on our assets, financial reports with the Securities Exchange Commission and negative publicity resulting in reputationcondition, results of operations or brand damage with our customers, partners or industry peers.cash flows.


We may be unable to successfully achieve expected benefits from our joint ventures or acquisitions.


As we continue to expand globally, we have engaged, and may continue to engage, in joint ventures and wehave pursued, and may continue to pursue, acquisitions, thatincluding our acquisition of Uniwheels (now referred to as our “Europe segment,” “Europe business” or “Europe operations”) in May 2017. The pursuit of potential joint ventures and/or acquisitions may divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing suitable joint ventures and/or acquisitions, whether or not they are consummated. Such joint ventures and acquisitions involve potential risks, including failure to successfully integrate andand/or realize the expected benefits of such joint ventures or acquisitions. Integrating acquired operations is a significant challenge, and there is no assurance that we will be able to manage theany future integrations successfully. Failure to successfully integrate operations or to realize the expected benefits of such joint ventures or acquisitions may have an adverse impact on our results of operations, financial condition and cash flows.

We may fail to comply with conditions of the state tax incentive programs in Poland.

We have three production plants in a special Poland economic zone, Tanobrzeska Specjalna Strefa Ekonomiczna Euro-Park Wislosan in Stalowa Wola, Poland. Our Polish operations were granted seven permits to operate in this special economic zone, which allows us to benefit from Polish state tax incentives. The permits require certain conditions to be met, which include increasing the number of employees, keeping the number of employees at such level and incurring required capital expenditures. In addition, particular permits indicate deadlines for completion of respective stages of investments. For three of the seven permits, conditions have already been fulfilled. As of December 31, 2018, the tax subsidies are limited to 2018 (for three permits) and 2027 (for four permits). If we do not fulfill the conditions required by the permits, the permits might be withdrawn and we would no longer benefit from state tax incentives, which may impact our assets, financial condition.condition, results of operations or cash flows in a material way. Furthermore, under current Polish regulations, special economic zones are scheduled to cease to exist in 2027.

We are currently unable to fully deduct interest charges on German indebtedness.

The interest deduction barrier (Zinsschranke) limits the tax deductibility of interest expenses for a German business. If no exception to the interest deduction barrier applies, the net interest expense (interest expense less interest income) is deductible up to 30 percent of the taxable EBITDA (verrechenbares EBITDA) taxable in Germany in a given financial year.Non-deductible interest expenses can be carried forward. Interest carry-forwards are subject to the same tax cancellation rules as tax loss carry-forwards. Whenever interest expenses are not deductible or if an interest carry-forward is lost, the tax burden in future assessment periods could rise, which might have alone, or in combination, a material adverse effect on our assets, financial condition, results of operation or cash flows.

We may be exposed to risks related to existing and future profit and loss transfer agreements executed with German subsidiaries of our European Operations.

Profit and loss transfer agreements are one of the prerequisites of the taxation of Superior and its German subsidiaries as a German tax group. For tax purposes, a profit and loss transfer agreement must have a contract term for a minimum of five years. In addition, such agreement must be fully executed. If a profit and loss transfer agreement or its actual execution does not meet the prerequisites for the taxation as a German tax group, Superior Industries International AG (“SII AG”) and each subsidiary are taxed on their own income (and under certain circumstances even with retrospective effect). Additionally, 5 percent of dividends from the subsidiary to SII AG would be regarded asnon-deductible expenses at the SII AG level. Furthermore, the compensation of a loss of a subsidiary would be regarded as a contribution by SII AG into the subsidiary and thus, would not directly reduce SII AG’s profits. As a consequence, if the profit and loss transfer agreements do not meet the prerequisites of a German tax group, this could have a future material adverse effect on our assets, financial condition, results of operations or cash flows.



Purchase of additional shares of Uniwheels may require a higher purchase price.

Superior executed a Domination and Profit Loss Transfer Agreement, “DPLTA”, which became effective in January 2018. According to the terms of the DPLTA, SII AG offered to purchase any outstanding shares for cash consideration of Euro 62.18, or approximately Polish Zloty 264 per share. The cash consideration paid to shareholders, which tendered under the DPLTA may be subject to change based on appraisal proceedings that the minority shareholders of Uniwheels have initiated.

ITEM 1B - UNRESOLVED STAFF COMMENTS


None.


ITEM 2 - PROPERTIES


Our worldwide headquarters is located in Southfield, Michigan. We currentlyIn our North American operations, we maintain and operate a total of five facilities that manufacture aluminum wheels for the automotive industry.industry and a new facility for finishing wheels with physical vapor deposition. Four of these five facilities are located in Chihuahua, Mexico and one facility is located in Fayetteville, Arkansas. One of the facilities in Chihuahua, Mexico is new, with construction completed in 2014. The new facility also produces aluminum wheels for the automotive industry, and production levels reached initial rated capacity in the fourth quarter of 2015. An expansion to this facility is in the process of being installed and is expected to be completed during the first quarter of 2016. Excluding the Rogers, Arkansas location which was closed in 2014, the five activemanufacturing facilities encompass 2,540,0002.5 million square feet of manufacturing space. We own all of our manufacturing facilities in North America, and we lease one warehouse in Rogers, Arkansas and our worldwide headquarters located in Southfield, Michigan.



9


European production facilities is in Stalowa Wola, Poland, which consists of 3 plants. The newest plant in Poland was put into operation in the beginning of June 2016. Another production facility is situated in Werdohl, Germany, where most development work is performed. Forged wheels are manufactured in Fußgönheim, Germany, near the Bad Dürkheim offices. The European locations also include a research and development center in Lüdenscheid, Germany. Our European production facilities encompass approximately 1.5 million square feet. We own all of our manufacturing facilities in Europe, and we lease our European headquarters located in Bad Dürkheim, Germany.

In general, our manufacturing facilities, which have been constructed at various times, over the past several years, are in good operating condition and are adequate to meet our current production capacity requirements. There are active maintenance programs to keep these facilities in good condition, and we have an active capital spending program to replace equipment as needed to maintain factory reliability and remain technologically competitive on a worldwide basis.


Additionally, reference is made to Note 1, - Summary“Summary of Significant Accounting Policies, Note 8 - Property,9, “Property, Plant and EquipmentEquipment” and Note 11 - Leases and Related Parties,16 “Leases,” in the Notes to the Consolidated Financial Statements in Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.



ITEM 3 - LEGAL PROCEEDINGS


We are party to various legal and environmental proceedings incidental to our business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against us. Based on facts now known, we believe all such matters are adequately provided for, covered by insurance, are without merit, and/or involve such amounts that would not materially adversely affect our consolidated results of operations, cash flows or financial position. See also under Item 1A, - Risk“Risk Factors - Legal ProceedingsWe are from time to time subject to litigation, which could adversely impact our financial condition or results of operations” of this Annual Report.


ITEM 4 - MINE SAFETY DISCLOSURES


Not applicable.


ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT


Information regarding executive officers who are also Directors is contained in our 2016 Annual2019 Proxy Statement under the caption “Election of Directors.” Such information is incorporated into Part III, Item 10, - Directors,“Directors, Executive Officers and Corporate Governance.  With the exception of the Chief Executive Officer ("CEO"), all” All executive officers are appointed annually by the Board of Directors and serve at the will of the Board of Directors.  For

The following table sets forth the names, ages and positions of our executive officers.

Name

Age

Position

Joanne M. Finnorn

54Senior Vice President, General Counsel and Corporate Secretary

Michael J. Hatzfeld Jr.

46Vice President of Finance and Corporate Controller

Dr. Wolfgang Hiller

57Senior Vice President of European Operations and Aftermarket

Parveen Kakar

52Senior Vice President of Sales, Marketing and Product Development

Matti M. Masanovich

47Executive Vice President and Chief Financial Officer

Dr. Karsten Obenaus

54Senior Vice President and Chief Financial Officer Europe

Timothy C. McQuay

67Executive Chairman

Shawn J. Pallagi

61Senior Vice President and Chief Human Resources Officer

Robert M. Tykal

56Senior Vice President, North American Operations

Set forth below is a description of the CEO’s employment agreement, see “Employment Agreements” in our 2016 Annual Proxy Statement, which is incorporated herein by reference.



10



Listed below are the name, age, position and business experience of each of our officers, as of the filing date, who are not directors:executive officers.

Joanne M. Finnorn

Ms. Finnorn is the Company’s Senior Vice President, General Counsel and Corporate Secretary, a position she has held since September 2017. Previously, Ms. Finnorn served as the Vice President, General Counsel and Chief Compliance Officer of Amerisure Mutual Insurance Company from February 2016 to August 2017. From 2013 to January 2016, Ms. Finnorn served as General Counsel of HouseSetter LLC, a home monitoring company and was the Principal of Finnorn Law & Advisory Services. Ms. Finnorn began her career as an attorney with General Motors, served as general Counsel for their GMAC European Operations in Zurich, Switzerland and Vice President & General Counsel and Vice President, Subscriber Services, for OnStar LLC. Ms. Finnorn obtained a Bachelor degree from Alma college and a Juris Doctor from Stanford Law School.

Michael J. Hatzfeld Jr.

Mr. Hatzfeld Jr. is the Company’s Vice President of Finance and Corporate Controller. Prior to joining the Company, Mr. Hatzfeld Jr. held various positions with General Motors Company since 2011, most recently as Controller, US Sales and Marketing Unit in 2018, Controller, Global Revenue Recognition Project from 2016 to 2017, Controller, Customer Care and Aftersales Units from 2014 to 2016 and Assistant Director, Corporate Reporting and Analysis from 2013 to 2014. Mr. Hatzfeld Jr. began his career in public accounting at Ernst & Young LLP. Mr. Hatzfeld Jr. holds a Bachelor of Science degree from Duquesne University. Mr. Hatzfeld Jr. is also a Certified Public Accountant.

Dr. Wolfgang Hiller

Dr. Hiller is the Company’s Senior Vice President of European Operations and Aftermarket, a position he has held since July 2017. Prior to that, he was the Chief Operating Officer of UNIWHEELS AG (“Uniwheels”), a leading manufacturer of aluminum wheels that was acquired by the Company. Dr. Hiller has more than 26 years of international experience in the automotive industry. Prior to joining Uniwheels,

Dr. Hiller worked as Managing Director Automotive for an investment company located in Dubai. Prior to this assignment, Dr. Hiller served as CEO of Buderus-Guss, a manufacturer of automotive brake discs. Apart from that, he spent six years with Bosch Japan & Thailand, where he held a position as Board Member and Senior Managing Director, being in charge of the Chassis Division / Global Sales JOEM and the ASEAN Region. Dr. Hiller holds a Master degree in Physics and subsequently acquired a Doctorate in Physics and Nuclear Medicine at University of Bonn.

Parveen Kakar

Mr. Kakar is the Company’s Senior Vice President of Sales, Marketing and Product Development, a position that he has held since September 2014. Mr. Kakar joined the Company in 1989 as the Director of Engineering Services and has held various positions at the Company since then. From July 2008 to September 2014, Mr. Kakar served as the Company’s Senior Vice President of Corporate Engineering and Product Development and from 2003 to 2008 as the Vice President of Program Development. Mr. Kakar holds a Bachelor of Science in Mechanical Engineering from Punjab Engineering College in India.

Matti Masanovich

Mr. Masanovich is the Company’s Executive Vice President and Chief Financial Officer, a position he has held since September 2018. Prior to joining the Company, Mr. Masanovich was the Senior Vice President and Chief Financial Officer at General Cable Corporation (NYSE: BGC), a publicly held global wire and cable manufacturer, from November 2016 to July 2018. Prior to that, Mr. Masanovich served as the short-term Vice President and Controller of International Automotive Components, an automotive interiors supplier, from August 2016 to October 2016. From November 2013 to April 2016, Mr. Masanovich served as Global Vice President of Finance, Packard Electrical and Electronic Architecture (E/EA) Division in Shanghai, China at APTIV (NYSE: APTV) (formerly Delphi Automotive), an automotive technology company. Mr. Masanovich previously served in various executive positions with both public and private companies. Mr. Masanovich began his career in public accounting at Coopers & Lybrand and PricewaterhouseCoopers LLP. Mr. Masanovich holds a Bachelor of Commerce degree and a Master of Business Administration degree from the University of Windsor. Mr. Masanovich is also a Chartered Accountant.

Dr. Karsten Obenaus

Dr. Obenaus is the Company’s Senior Vice President, Chief Financial Officer Europe; Global ERM & Strategic Planning, a position he has held since July 2017. Prior to that, Dr. Obenaus served as the Chief Financial Officer of UNIWHEELS AG from November 2014 and Head of Accounting, Head of Risk Management, Head of Controlling and Chief Financial Officer Polish Operations from 2008. Before that, he served as the Head of Controlling at the German alloy wheel producer ATS, which was later acquired by Uniwheels. Dr. Obenaus started his professional career in 1994 and obtained accounting and finance positions at Deutsche Industrie-Treuhand, Goedecke AG (Pfizer Group) and EMTEC (BASF Group). He holds a Master degree in Economics and subsequently acquired a Doctorate in Economics at the Johann Wolfgang Goethe-University of Frankfurt/Main.

Timothy C. McQuay

Mr. McQuay is the Company’s Executive Chairman, a position he has held since December 2018, and he has served as a director of the Company since 2011. From November 2011 until his retirement in December 2015, he served as Managing Director, Investment Banking with Noble Financial Capital Markets, an investment banking firm. Previously, he served as Managing Director, Investment Banking with B. Riley & Co., an investment banking firm, from September 2008 to November 2011. From August 1997 to December 2007, he served as Managing Director – Investment

Banking at A.G. Edwards & Sons, Inc. From May 1995 to August 1997, Mr. McQuay was a Partner at Crowell, Weedon & Co. and from October 1994 to August 1997, he also served as Managing Director of Corporate Finance. From May 1993 to October 1994, Mr. McQuay served as Vice President, Corporate Development with Kerr Group, Inc., a New York Stock Exchange listed plastics manufacturing company. From May 1990 to May 1993, Mr. McQuay served as Managing Director of Merchant Banking with Union Bank. Mr. McQuay received an A.B. degree in economics from Princeton University and a M.B.A. degree in finance from the University of California at Los Angeles.

Shawn J. Pallagi

Mr. Pallagi is the Company’s Senior Vice President and Chief Human Resources Officer, a position he has held since May 2016. Prior to joining the Company, Mr. Pallagi served as the Senior Vice President Chief Human Resource Officer of Remy International (“Remy”), one of the largest producers of electrical replacement components for the automotive aftermarket, from January 2013 to December 2015, and in various other roles at Remy prior to that. Earlier in his career, Mr. Pallagi held several management positions at General Motors Corporation, including Executive Director of Human Resources of Global Manufacturing and Labor Relations from 2005 through 2010. He holds a Bachelor of Science in Business Administration from Western Michigan University.

Robert M. Tykal

Mr. Tykal is the Company’s Senior Vice President of North American Operations, a position he has held since June 2017. Prior to joining the Company, Mr. Tykal was the Vice President of Global Operations for Gilbarco Veeder Root at Fortive Corporation, a leading global provider of integrated technology solutions in the retail petroleum industry, from April 2013 to March 2017. Before that, Mr. Tykal was President of Jacobs Vehicle Systems of Danaher Corporation, as well as President and Chief Executive Officer of DaimlerChrysler AG/MTU Drive Shafts (“MTU”). Prior to joining MTU, he worked at Detroit Diesel Corporation for 18 years, where he served as Vice President and General Manager. Mr. Tykal earned his Bachelor of Science in Mechanical Engineering from Michigan State University.

   Assumed
NameAgePositionPosition
    
Scot S. Bowie42Vice President and Corporate Controller2015
  Corporate Controller, Black Diamond Equipment.2014
  Chief Accounting Officer, Affinia Group Inc.2011
  Corporate Controller of External Reporting, Affinia Group Inc.2008
    
Parveen Kakar49
Senior Vice President
Sales, Marketing and Product Development
2014
  Senior Vice President, Corporate Engineering and Product Development2008
  Vice President, Program Development2003
    
    
Lawrence R. Oliver51Senior Vice President, Manufacturing Operations2015
  Vice President, Operations, GAF Materials Corporation2014
  Vice President, Operations & Integrated Supply Chain, Ingersoll Rand PLC2011
  General Manager and Director of Texas Operations, Residential, Commercial Water, ITT Corporation2009
    
Kerry A. Shiba61Executive Vice President and Chief Financial Officer2010
  Director - Ramsey Industries, LLC, a manufacturer of winches, truck mounted cranes and industrial drives2010
  Senior Vice President and Chief Financial Officer - Remy International, a manufacturer of electrical automotive components2006
    
James F. Sistek52Senior Vice President, Business Operations2014
  and Systems 
  Chief Executive Officer and Founder - Infologic, Inc.2013
  Vice President, Shared Services and Chief Information Officer - Visteon Corporation2009


11


PART II

ITEM 5 - MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Performance Graph

Our common stock is traded on the New York Stock Exchange (symbol: SUP).under the symbol “SUP.”

The following graph compares the cumulative total stockholder return from December 31, 2013 through December 31, 2018, for our common stock, the Russell 2000 and a peer group(1) of companies that we have selected for purposes of this comparison. We had approximately 417 shareholdershave assumed that dividends have been reinvested, and the returns of record and 25.4million shares issued and outstanding as of March 4, 2016.


 
Superior Industries
International, Inc.
 Russel 2000 Proxy Peers
2011$80
 $96
 $77
2012$106
 $111
 $87
2013$108
 $155
 $140
2014$107
 $162
 $144
2015$104
 $155
 $142


12


Dividends

Per share cash dividends declared totaled $0.72 during 2015 and 2014. Dividends declared and paid in 2013 totaled $0.20 per share and excluded an accelerated payment of the 2013 regular cash dividend that was paid in December 2012 equal to $0.16 per share. In the third quarter of 2013, the Board of Directors approved a $0.02 increaseeach company in the company's quarterly dividend to $0.18 per share from $0.16 per share, or on an annualized basis to $0.72 per share from $0.64 per share. Continuation of dividends is contingent upon various factors, including economic and market conditions, none of which can be accurately predicted,Russell 2000 and the approval of our Board of Directors.

Quarterly Common Stock Price Information

peer group have been weighted to reflect relative stock market capitalization. The following table sets forth the high and low sales price per sharegraph below assumes that $100 was invested on December 31, 2013, in each of our common stock, during the fiscal periods indicated.

 2015 2014
 High Low High Low
First Quarter$20.12
 $17.63
 $20.75
 $16.89
Second Quarter$19.68
 $18.17
 $21.77
 $18.82
Third Quarter$20.22
 $16.60
 $20.97
 $17.94
Fourth Quarter$20.45
 $17.75
 $20.25
 $17.04

stocks comprising the Russell 2000 and the stocks comprising the peer group.

LOGO

   Superior
Industries
International, Inc.
   Russel 2000   Peer Group (1) 

2013

  $100   $100   $100 

2014

  $100   $105   $112 

2015

  $96   $100   $103 

2016

  $141   $122   $129 

2017

  $81   $139   $151 

2018

  $27   $124   $124 

(1)

We do not believe that there is a single published industry or line of business index that is appropriate for comparing stockholder returns. As a result, we have selected a peer group comprised of companies as disclosed in the 2018 Proxy Statement.

Holders of Common Stock

As of March 4, 2019, there were approximately 362 holders of record of our common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


On March 27, 2013, our Board of Directors approved a new stock repurchase program (the "2013 Repurchase Program") authorizing the repurchase of up to $30.0 million of our common stock. Through December 31, 2014, we repurchased and retired 1,510,759 shares under the program at a total cost of $30.0 million under the 2013 Repurchase Program.

In October 2014, our Board of Directors approved a new stock repurchase program (the "2014 Repurchase Program") authorized the repurchase of up to $30.0 million of our common stock. Under the 2014 Repurchase Program, we repurchased common stock from time to time on the open market or in private transactions, totaling 1,056,954 shares of company stock at a cost of $19.6 million in 2015 and 585,970 shares for $10.3 million in January 2016.

In January of 2016, our Board of Directors approved a new stock repurchase program (the “2016 Repurchase Program”), authorizing the repurchase of up to an additional $50.0 million of common stock. The timing and

extent of the repurchases under the 2016 Repurchase Program depend upon market conditions and other corporate considerations in our sole discretion. Under the 2016 Repurchase Program, we may repurchaserepurchased common stock from time to time on the open market or in private transactions. The timing and extenttransactions, totaling 454,718 shares of the repurchasesCompany stock at a cost of $10.4 million in 2016. During 2017, we purchased an additional 215,841 shares of Company stock at a cost of $5.0 million under the 2016 Repurchase Program will depend upon market conditions and other corporate considerationsProgram. We did not repurchase any shares in our sole discretion.

2018.

Recent Sales of Unregistered Securities


During

Not applicable.

Securities Authorized for Issue Under Equity Compensation Plans

The information about securities authorized for issuance under Superior’s equity compensation plans is included in Note 20, “Stock-Based Compensation” in the fiscal year 2015, there were no salesNotes to Consolidated Financial Statements in Item 8 of unregistered securities.


In 2015, we withheld 12,260 shares at an average price per share of $19.36this Annual Report and will also be included in our 2019 Proxy Statement under the caption “Securities Authorized for withholding taxes pertaining to a grant of common stock andIssuance under the vesting of shares of restricted stock.


Equity Compensation Plans.”

ITEM 6 - SELECTED FINANCIAL DATA


The following selected consolidated financial data should be read in conjunction with Item 7, - Management's“Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations” and Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.

Fiscal Year Ended December 31,

  2018  2017  2016  2015  2014 

Income Statement (000s)

      

Net sales(1)

  $1,501,827  $1,108,055  $732,677  $727,946  $745,447 

Value added sales(2)

  $797,187  $616,753  $408,690  $360,846  $369,355 

Closure and impairment costs(3)

  $—    $138  $1,458  $7,984  $8,429 

Gross profit

  $163,527  $102,897  $86,204  $71,217  $50,222 

Income from operations

  $85,805  $21,518  $54,602  $36,294  $17,913 

Consolidated income before income taxes and equity earnings

  $32,252  $866  $54,721  $35,283  $15,702 

Income tax provision(4)

  $(6,291 $(6,875 $(13,340 $(11,339 $(6,899

Net income (loss)

  $25,961  $(6,009 $41,381  $23,944  $8,803 

Net income (loss) attributable to Superior

  $25,961  $(6,203 $41,381  $23,944  $8,803 

Adjusted EBITDA(5)

  $185,623  $140,085  $88,511  $76,053  $55,753 

Balance Sheet (000s)

      

Current assets

  $370,421  $417,383  $254,081  $245,820  $276,011 

Current liabilities

  $178,463  $195,059  $85,964  $73,862  $71,962 

Working capital

  $191,958  $222,324  $168,117  $171,958  $204,049 

Total assets

  $1,451,616  $1,551,252  $542,756  $539,929  $579,910 

Long-term debt

  $661,426  $679,552  $—    $—    $—   

Shareholders’ equity(6)

  $373,265  $445,723  $398,226  $413,912  $439,006 

Financial Ratios

      

Current ratio(7)

   2.1:1   2.1:1   3.0:1   3.3:1   3.8:1 

Return on average shareholders’ equity (8)

   6.3  (1.4)%   10.2  5.6  1.9

Share Data

      

Net income (loss)

      

- Basic

  $0.29  $(1.01 $1.63  $0.90  $0.33 

- Diluted

  $0.29  $(1.01 $1.62  $0.90  $0.33 

Shareholders’ equity atyear-end

  $14.92  $17.89  $15.84  $15.86  $16.42 

Dividends declared

  $0.36  $0.45  $0.72  $0.72  $0.72 


Our fiscal year is the 52- or 53-week period ending generally on the last Sunday of the calendar year. The fiscal years 2015, 2014, 2013 and 2011 comprised the 52-week periods ended on December 27, 2015, December 28, 2014, December 29, 2013, and December 25, 2011, respectively. The 2012 fiscal year comprised the 53-week period ended December 30, 2012. For convenience of presentation, all fiscal years are referred to as beginning as of January 1, and ending as of December 31, but actually reflect our financial position and results of operations for the periods described above.


13



Fiscal Year Ended December 31, 2015 2014 2013 2012 2011
Income Statement (000s)          
Net sales $727,946
 $745,447
 $789,564
 $821,454
 $822,172
Value added sales (1)
 $360,846
 $369,355
 $400,591
 $397,915
 $380,120
Closure and Impairment Costs (2)
 $7,984
 $8,429
 $
 $
 $1,337
Gross profit $71,217
 $50,222
 $64,061
 $60,607
 $67,060
Income from operations $36,294
 $17,913
 $34,593
 $32,880
 $39,835
Income before income taxes    
  
  
  
    and equity earnings $35,283
 $15,702
 $36,841
 $34,489
 $41,926
Income tax (provision) benefit (3)
 $(11,339) $(6,899) $(14,017) $(3,598) $25,243
Adjusted EBITDA (4)
 $76,053
 $55,753
 $63,616
 $59,599
 $69,700
Net income $23,944
 $8,803
 $22,824
 $30,891
 $67,169
Balance Sheet (000s)    
  
  
  
Current assets $245,820
 $276,011
 $384,218
 $404,908
 $404,283
Current liabilities $73,862
 $71,962
 $99,430
 $66,578
 $68,550
Working capital $171,958
 $204,049
 $284,788
 $338,330
 $335,733
Total assets $539,929
 $579,910
 $653,388
 $599,601
 $593,231
Long-term debt $
 $
 $
 $
 $
Shareholders' equity $413,912
 $439,006
 $483,063
 $466,905
 $460,515
Financial Ratios    
  
  
  
Current ratio (5)
 3.3:1
 3.8:1
 3.9:1
 6.1:1
 5.9:1
Return on average shareholders' equity (6)
 5.6% 1.9% 4.8% 6.7% 15.4%
Share Data    
  
  
  
Net income    
  
  
  
- Basic $0.90
 $0.33
 $0.83
 $1.13
 $2.48
- Diluted $0.90
 $0.33
 $0.83
 $1.13
 $2.46
Shareholders' equity at year-end $15.86
 $16.42
 $17.79
 $17.11
 $16.96
Dividends declared $0.72
 $0.72
 $0.20
 $1.12
 $0.64

(1) Value added sales is a key measure that is not calculated according to U.S. generally accepted accounting principles (“GAAP”). In the discussion of operating results, we provide information regarding value added sales. Value added sales represents net sales less the value of aluminum and services provided by outside service providers that are included in net sales. As discussed further below, arrangements with our customers allow us to pass on changes in aluminum prices and outside service provider costs; therefore, fluctuations in underlying aluminum prices and the use of outside service providers generally do not directly impact our profitability. Accordingly, value added sales is worthy of being highlighted for the benefit of users of our financial statements. Our intent is to allow users of the financial statements to consider our net sales information both with and without the aluminum and outside service provider cost components thereof. During 2015, we modified the presentation of value added sales to also exclude third-party manufacturing costs passed directly through to customers and retrospectively applied this modification to 2011 thru 2014. See the Non-GAAP financial measures section of this annual report for reconciliation of value added sales to net sales.

(2)See Note 2 - Restructuring in Notes to Consolidated Financial Statements in Item 8 - Financial Statements and Supplementary Data in this Annual Report for a discussion of restructuring charges. During 2015, we completed the shutdown of the Rogers facility which resulted in a gross margin loss of $8.0 million. We incurred $4.3 million in restructuring costs related to an impairment of fixed assets and other associated costs such as asset relocation costs. Additionally, we incurred $2.0 million of further closure costs including carrying costs for the closed facility and $1.7 million in depreciation. The adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million, which includes the $4.3 million of restructuring costs and $2.0 million of carrying costs related to the closed facility. The carrying costs for the closed facility are not included in restructuring line in the Consolidated Income Statements of our Consolidated Financial Statements. During 2014, we had $8.4 million of restructuring costs related to the closure of the Rogers facility.

(3) See Note 10 - Income Taxes in Notes to Consolidated Financial Statements in Item 8 - Financial Statements and Supplementary Data in this Annual Report for a discussion of material items impacting the 2015, 2014 and 2013 income tax provisions.


14


(4) Adjusted EBITDA is a key measure that is not calculated according to GAAP. Adjusted EBITDA is defined as earnings before interest income and expense, income taxes, depreciation, amortization, restructuring and other closure costs and impairments of long-lived assets and investments. We use Adjusted EBITDA as an important indicator of the operating performance of our business. We use Adjusted EBITDA in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our board of directors and evaluating short-term and long-term operating trends in our operations. We believe the Adjusted EBITDA financial measure assists in providing a more complete understanding of our underlying operational measures to manage our business, to evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. See the Non-GAAP Financial Measures section of this annual report for a reconciliation of our Adjusted EBITDA to net income.

(5) The current ratio is current assets divided by current liabilities.
(6) Return on average shareholders' equity is net income divided by average shareholders' equity.  Average shareholders' equity is the beginning of the year shareholders' equity plus the end of year shareholders' equity divided by two.

(1)

Effective January 1, 2018, the Company adoptedASU2014-09, Topic ASC 606, “Revenue from Contracts with Customers”, on a modified retrospective basis. Accordingly, periods prior to 2018 have not been adjusted.

(2)

Value added sales is a key measure that is not calculated according to U.S. GAAP. See “Management’s Discussion and Analysis,Non-GAAP Financial Measures” section of this Annual Report for a definition of value added sales and a reconciliation of value added sales to net sales, the most comparable GAAP measure.

(3)

During 2016, we sold the shut-down Rogers facility for total proceeds of $4.3 million, resulting in a $1.4 million gain on sale. Prior to selling the facility, we incurred $1.5 million of further closure costs including carrying costs for the closed facility and $0.3 million in depreciation. During 2015, the shutdown of the Rogers facility resulted in a gross margin loss of $8.0 million due to $4.3 million in impairment of fixed assets and asset relocation costs, $2.0 million of carrying costs for the closed facility and $1.7 million in depreciation. The Adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million, which includes the $4.3 million of restructuring costs and $2.0 million of carrying costs related to the closed facility. During 2014, we had $8.4 million of restructuring costs related to the closure of the Rogers facility. The carrying costs for the closed facility are not included in the restructuring line in the Consolidated Income Statements of our Consolidated Financial Statements.

(4)

See Note 15, “Income Taxes” in the Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” in this Annual Report for a discussion of material items impacting the 2018, 2017 and 2016 income tax provisions.

(5)

Adjusted EBITDA is a key measure that is not calculated according to GAAP. See “Management’s Discussion and Analysis,Non-GAAP Financial Measures” section of this Annual Report for a definition of Adjusted EBITDA and a reconciliation of our Adjusted EBITDA to net income, the most comparable GAAP measure.

(6)

During 2018, $51.9 million ofnon-controlling interests were reclassified from shareholders’ equity to Europeannon-controlling redeemable equity within mezzanine equity in our Consolidated Balance Sheet.

(7)

The current ratio is current assets divided by current liabilities.

(8)

Return on average shareholders’ equity is net income divided by average shareholders’ equity. Average shareholders’ equity is the beginning of the year shareholders’ equity plus the end of year shareholders’ equity divided by two.

ITEM 7 - MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in Item 8, - Financial“Financial Statements and Supplementary DataData” in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. For cautions about relying on such forward-looking statements, pleasePlease refer to the section entitled “Forward Looking Statements” at the beginning of this Annual Report immediately prior to Item 1. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in Item 1A, - Risk Factors“Risk Factors” and elsewhere in this Annual Report.


Executive Overview

Our principal business is the design and manufacture of aluminum wheels for sale to original equipment manufacturers (OEMs) in North America and Europe and aftermarket suppliers in Europe. We employ approximately 8,000 employees, operating in nine manufacturing facilities in North America and Europe with a combined annual manufacturing capacity of approximately 21 million wheels. We believe we are the #1 North American aluminum wheel manufacturer, the #3 European aluminum wheel manufacturer and the #1 European aluminum wheel aftermarket supplier. Our OEM aluminum wheels accounted for approximately 92% of our sales in 2018 and are sold for factory installation on many vehicle models manufactured byBMW-Mini, Daimler AG Company, FCA, Ford, GM, Honda, Jaguar-Land Rover, Mazda, Nissan, Renault, Peugeot, PSA, Subaru,


Adjusted EBITDA

Suzuki, Toyota, VW Group and Volvo. We sell aluminum wheels to the European aftermarket under the brands ATS, RIAL, ALUTEC and ANZIO. North America and Europe represent the principal markets for our products, but we have a global presence and influence with North American, European and Asian OEMs. The following chart shows our sales by customer for the years ended December 31, 2018, 2017 and 2016:

LOGO

2018 was the first full year as a percentmore diversified and globally competitive company with the addition of value addedour European operations. Despite slightly weaker year-over-year industry production volumes in both of our regions, the overall market remained relatively strong compared to historical levels. Globally, we shipped more than 21.0 million units, compared to 17.0 million in 2017, and our European operations had sales grew to 21.1%exceeding $700 million. In the second half of the year we faced various challenges, including lower industry volumes in 2015 from 15.1% in 2014 as our initiatives to reduce costs in the current year and the prior year were realized. During the fourth quarter of 2014, we opened a new facilityEurope, rising energy rates in Mexico, and closed an older facilitylaunch challenges in Rogers. We ramped upNorth America as customer preferences continue to shift toward larger more sophisticated finishes and larger wheel diameter. While we continued to incur costs associated with integration of our European operations in 2018, we are focused on leveraging the new facilitybest practices of both regional teams to full capacity bydrive operational efficiencies globally and to continue to realize the endbenefits of 2015. The new facility expands our capacity to take on new business and includes a stateacquisition of the art paint facility,European operations.

The following chart shows the comparison of our operational performance in 2018, 2017 and 2016:

LOGO

Net sales in 2018 increased 36 percent to $1,501.8 million from $1,108.1 million in 2017. Net sales in 2018 benefited from a 9.8 percent increase in average selling price per wheel due to improved product mix comprised of larger diameter wheels and premium finishes, increased aluminum prices, which improves our competitive position in higher value-added products. The transition of unit productionwe generally pass on to our customers, and additional five months of our European operations. Income from operations increased in 2018 to $85.8 million from $21.5 million in 2017 due to the inclusion of an additional five months of our European operations, higher gross profit margins from improved product mix and lower integration costs, partially offset by lower second-half volumes globally and second-half production inefficiencies in North America. Our Adjusted EBITDA increased to $185.6 million in 2018 from $140.1 million in 2017, primarily due the inclusion

of five more months of our European operations in Mexico after2018, strong first-half results in both regions, and improved product mix with larger diameter wheels, partially offset by second-half production inefficiencies in North America, lower second-half global volume, and unrealized foreign exchange gains in 2017.

In the closure of the Rogers manufacturing facility and other cost-cutting initiatives resulted in a 14% decrease in manufacturing labor cost per wheel in 2015 when compared with 2014. The Company continued its strategic initiatives by moving its headquarters to Southfield, Michigan from California. This move brought all of its corporate departments together in one location, in order to be closer to and better serve its customers. The total estimated costs related to the relocation were approximately $4 million and were mainly incurred during the third and fourth quarters of 2015. Excluding the relocation costs, EBITDA as a percent of value added sales would have been 22.2%. The chart below illustrates the EBITDA margin improvement in the current year.



15



We continue to focus on research and development to further customize our products and expand ourNorth American market, share.

We anticipate in 2016 that with our new plant at full capacity for the entire year we will continue to see improvements. During 2015, we completed the shutdown of the Rogers facility, which resulted in a gross margin loss of $8.0 million. We incurred $4.3 million in restructuring costs related to an impairment of fixed assets and other associated costs such as asset relocation costs. Additionally, we also experienced $2.0 million of further closure costs including inefficiencies and $1.7 million in depreciation. The adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million, which includes the $4.3 million of restructuring costs and $2.0 million of inefficiency costs related to the closure.

Overall North Americanoverall production of passenger cars and light-duty trucks in 2015 was reported by industry publications as being flat versus 2014,2018 decreased 0.6 percent compared to 2017 with production of light-duty trucks, which includespick-up trucks, SUV's,SUVs, vans and "crossover vehicles"--increasing 5crossover vehicles, increasing 4.9 percent withand production of passenger cars decreasing 111.1 percent. CurrentIn the Western and Central European market, new vehicle production levelsof passenger cars and light-duty trucks decreased 2.1 percent in 2018 as compared to 2017. Germany, UK, France, Italy and Spain remained the largest car markets in Europe for 2018.

The following table is a summary of the North American automotive industry now have reached the highest levelCompany’s operating results from 2018, 2017 and 2016:

Results of Operations

Fiscal Year Ended December 31,

  2018  2017  2016 
(Thousands of dollars, except per share amounts)          

Net Sales

    

North America

  $800,383  $732,418  $732,677 

Europe

   701,444   375,637   —   
  

 

 

  

 

 

  

 

 

 

Net sales

   1,501,827   1,108,055   732,677 

Cost of sales

   1,338,300   1,005,158   646,473 
  

 

 

  

 

 

  

 

 

 

Gross profit

   163,527   102,897   86,204 

Percentage of net sales

   10.9  9.3  11.8

Selling, general and administrative

   77,722   81,379   31,602 
  

 

 

  

 

 

  

 

 

 

Income from operations

   85,805   21,518   54,602 

Percentage of net sales

   5.7  1.9  7.5

Interest (expense) income, net

   (50,097  (40,004  245 

Other (expense) income, net

   (6,936  13,188   (126

Change in fair value of redeemable preferred stock embedded derivative

   3,480   6,164   —   

Income tax provision

   (6,291  (6,875  (13,340
  

 

 

  

 

 

  

 

 

 

Consolidated net income (loss)

   25,961   (6,009  41,381 

Less: net loss attributable tonon-controlling interests

   —     (194  —   
  

 

 

  

 

 

  

 

 

 

Net income (loss) attributable to Superior

   25,961   (6,203  41,381 

Percentage of net sales

   1.7  (0.6)%   5.6

Diluted earnings (loss) per share

  $0.29  $(1.01 $1.62 

Value added sales(1)

   797,187   616,753   408,690 

Adjusted EBITDA(2)

  $185,623  $140,085  $88,511 

Percentage of net sales

   12.4  12.6  12.1

Percentage of value added sales

   23.3  22.7  21.7

Unit shipments in thousands

   20,991   17,008   12,260 

(1)

Value added sales is a key measure that is not calculated according to GAAP. See “Management’s Discussion and Analysis,Non-GAAP Financial Measures” section of this Annual Report for a definition of value added sales and a reconciliation of value added sales to net sales, the most comparable GAAP measure.

(2)

Adjusted EBITDA is a key measure that is not calculated according to GAAP. See theNon-GAAP Financial Measures section of this Annual Report for a definition of Adjusted EBITDA and a reconciliation of our Adjusted EBITDA to net income, the most comparable GAAP measure.

2018 versus 2017

Shipments

Wheel unit shipments were 21 million for 2018, an increase of 23.4%, compared to unit shipments of 17 million in the past decade. Results for 2015, 2014prior year period. The increase in unit shipments was primarily due to the inclusion of additional five months of the European operations’ units, which drove 4.2 million units of improvement.

Net Sales

Net salesfor 2018 were $1,501.8 million, compared to net sales of $1,108.1 million in 2017. The increase was driven by the inclusion of an additional five months of our European operations in 2018, which contributed $305.0 million of the increase. Additionally, a 9.8 percent increase in our global average selling price per wheel contributed $89.0 million of the sales increase, due to increases in aluminum prices and 2013 reflect the continuing trendimproved product mix comprised of growth since the 2009 recession. Current economic conditionslarger diameter wheels and low consumer interest rates have been generally supportivepremium finishes.

Cost of market growth and,Sales

Cost of sales were $1,338.3 million in addition, the continuing high levels2018 compared to $1,005.2 million in the average ageprior year period. The increase in cost of vehicles onsales was due mainly to the road appears to be contributinginclusion of an additional five months of the European operations. Additionally, cost of sales increased due to higher aluminum prices and increased manufacturing costs associated with larger diameter wheels, energy rates of vehicle replacement.


Net sales in 2015 decreased $17.5 million to $727.9 million from $745.4 millionMexico and launch costs in 2014.  Wheel sales in 2015 decreased $15.4 million to $721.1 million from $736.5 million in 2014, while our wheel unit shipments increased 0.1 million to 11.2 million in 2015.  Value added sales in 2015 decreased $8.6 million to $360.8 million from $369.4 million in 2014. See the Non-GAAP Financial Measures section of this annual reportNorth America.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for a reconciliation of value added sales to net sales.


Gross profit in 2015 was $71.22018 were $77.7 million, or 105.2 percent of net sales, compared to $50.2$81.4 million, or 77.3 percent of net sales in 2014.  Net income for 2015 was $23.9 million, or $0.90 per diluted share, including income tax expense of $11.3 million, compared to net income in 2014 of $8.8 million, or $0.33 per diluted share, which included an income tax expense of $6.9 million. Net income2017. The decrease as a percentage of net sales is primarily due to $22.4 million of reduced acquisition and integration expenses.

Net Interest Expense

Net interest expense for 2018 was 3 percent in 2015, as compared to 1 percent in 2014. Adjusted EBITDA as a percentage of value added sales in 2015 was 21 percent, as compared to 15 percent in 2014. See the Non-GAAP Financial Measures section of this annual report$50.1 million and $40.0 million for a reconciliation of Adjusted EBITDA to net income, and value added sales to net sales.


2017. The comparisons below of 2015 and 2014 operating results reflect higher marginsincrease is due primarily to the impactsfull year of interest on the company’sacquisition debt in 2018, partially offset by anon-recurring interest cost reduction efforts. The comparisons below of 2014 and 2013 operating results reflect the impact of costs in 2014 totaling $12.2 million ($8.6 million after tax, or $0.32 per share) associated with several items including the closure of our Rogers facility, the sale of the company's two aircraft and the impairment of an investment in an unconsolidated subsidiary located in India. Adjustments for the Rogers facility closure reduced gross profit $8.4 million, while adjustments for the aircraft added charges totaling $1.3 million in SG&A and a $2.5 million impairment charge for the investment in the unconsolidated Indian subsidiary

16


is included in other income (expense). Lower costs in 2013 resulted from several factors including improved equipment and manufacturing process reliability as a result of capital reinvestment and more rigorous maintenance programs.

We continue to focus on programs to reduce costs overall through improved operational and procurement practices, capital reinvestment and more rigorous factory maintenance to improve equipment reliability. These investments typically consisted of equipment upgrades and other capital projects focused on improving equipment reliability, increasing production efficiency and enhancing manufacturing process control to better accommodate newer, more complex wheel programs. While our capital investment projects decreased in 2015 following significant increases in 2014 and 2013 resulting from the construction of the new plant in Mexico, it is possible that capital expenditure levels will continue at 2015 levels as we continue to focus on achieving further improvement to operational efficiencies and manufacturing process capability.

We announced in 2013 our plans to build a new manufacturing facility in Mexico. Initial commercial production began the first quarter of 2015 and reached initial rated capacity during the fourth quarter. We began a project to expand production capacity at this facility which we expect to be completed during the first quarter of 2016. The total costs incurred to date were $132.7 million of which $127.0 million related to the initial rated capacitybridge loan financing for the European business acquisition incurred in 2017.

Net Other (Expense) Income

Net other expense was $(6.9) million in 2018 compared with net other income of $13.2 million in 2017. The change was primarily due to foreign exchange losses of $(1.0) million in 2018 compared to gains of $12.9 million in 2017 and $2.2 million to year-over-year changes in derivative contracts. The remaining items were of an individually insignificant nature.

Change in Fair Value of Embedded Derivative Liability

During 2018 and 2017, we recognized a $3.5 million and $6.2 million change in the fair value of our redeemable preferred stock embedded derivative liability, respectively, primarily due to the declines in our stock price experienced in the respective years.

Income Tax Provision

The income tax provision for 2018 was $6.3 million on apre-tax income of $32.3 million primarily due to the favorable split of jurisdictionalpre-tax income or loss and finalizing 2017 provisional amounts recorded for the

enactment-date-effects of The Tax Cuts and Jobs Act (“the Act”). The income tax provision for 2017 was $6.9 million onpre-tax income of $0.9 million primarily due to earnings in countries with tax rates lower than the U.S. statutory rate, acquisition costs, and the effects of the new facilityAct.

Net Income (Loss) Attributable to Superior

Net income attributable to Superior in 2018 was $26.0 million, or $0.29 per diluted share, compared to a net loss in 2017 of $(6.2) million, or $(1.01) loss per diluted share.

Segment Sales and $5.7 million related to the expansion.


Committed to enhance shareholder value, in March 2013, our Board of Directors approved the 2013 Repurchase Program, authorizing the repurchase of up to $30.0 millionIncome from Operations

   Year Ended
December 31,
     
   2018   2017   Change 
(Dollars in thousands)            

Selected data

      

Net Sales

      

North America

  $800,383   $732,418   $67,965 

Europe

   701,444    375,637    325,807 
  

 

 

   

 

 

   

 

 

 

Total net sales

  $1,501,827   $1,108,055   $393,772 
  

 

 

   

 

 

   

 

 

 

Income from Operations

      

North America

  $29,702   $9,808   $19,894 

Europe

   56,103    11,710    44,393 
  

 

 

   

 

 

   

 

 

 

Total income from operations

  $85,805   $21,518   $64,287 
  

 

 

   

 

 

   

 

 

 

North America

In 2018, net sales of our common stock. Under the 2013 Repurchase Program we repurchased 1,510,759 shares of company stock at a cost of $30.0 million of which 1,089,560 shares were repurchased for $21.8 million in 2014. In October 2014, our Board of Directors approved the 2014 Repurchase Program, authorizing the repurchase of upNorth America segment increased 9.3 percent due to $30.0 million of our common stock. Under the 2014 Repurchase Program, we repurchased 1,056,954 shares of company stock at a cost of $19.6 million in 2015 and 585,970 shares for $10.3 million in January 2016. In January of 2016, our Board of Directors approved the 2016 Repurchase Program, authorizing the repurchase of up to $50.0 million of common stock.


We established a senior secured revolving credit facility in December 2014. The facility provides an initial aggregate principal amount of $100.0 million. In addition, the company is entitled to request, under the terms and conditions of the agreement, an11.1 percent increase in the aggregate revolving commitments under the facility or to obtain incremental term loansaverage selling price per wheel partially offset by a 1.7 percent decrease in an aggregate amount not to exceed $50.0 million, which currently is uncommitted to by any lenders. At December 31, 2015, we had no borrowings under the facility.

Listedvolumes. The increase in the table below are several key indicators we use to monitor our financial condition and operating performance.

Results of Operations
Fiscal Year Ended December 31, 2015 2014 2013 
(Thousands of dollars, except per share amounts)      
Net sales $727,946
 $745,447
 $789,564
 
Value added sales (1)
 $360,846
 $369,355
 $400,591
 
Gross profit $71,217
 $50,222
 $64,061
 
Percentage of net sales 9.8% 6.7% 8.1% 
Income from operations $36,294
 $17,913
 $34,593
 
Percentage of net sales 5.0% 2.4% 4.4% 
Adjusted EBITDA (2)
 $76,053
 $55,753
 $63,616
 
Percentage of net sales (3)
 10.4% 7.5% 8.1% 
Percentage of value added sales (4)
 21.1% 15.1% 15.9% 
Net income $23,944
 $8,803
 $22,824
 
Percentage of net sales 3.3% 1.2% 2.9% 
Diluted earnings per share $0.90
 $0.33
 $0.83
 

(1) Value added sales represents net sales less the value of aluminum and other charges passed through to customers included in net sales. As discussed further below, arrangements with our customers generally allow us to pass on changes in aluminum prices and charges for outside service providers (OSP’s); therefore, fluctuations in underlying aluminumaverage selling price and services provided by OSP’s generally do not directly impact our profitability. Accordingly, we believe value added sales may provide an additional perspective that may benefit users of our financial statements and their understanding of factors affecting net sales. Our intent is to allow users of the financial statements to consider our net sales information both with and without the aluminum and OSP cost component thereof. See the Non-GAAP Financial Measures section of this annual report for a reconciliation of value added sales to net sales.

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(2) Adjusted EBITDA is defined as earnings before interest income and expense, income taxes, depreciation, amortization, restructuring charges and other closure costs and impairments of long-lived assets and investments. We use Adjusted EBITDA as an important indicator of the operating performance of our business. We use Adjusted EBITDA in internal financial forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our board of directors, evaluating short-term and long-term operating trends in our operations and as a key measure for compensation plans. We believe the Adjusted EBITDA financial measure assists in providing a more complete understanding of our underlying operational measures to manage our business, to evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. See the Non-GAAP Financial Measures section of this annual report for a reconciliation of our Adjusted EBITDA to net income.

(3) Adjusted EBITDA: Percentage of net sales is a key measure that is not calculated according to GAAP. Adjusted EBITDA as a percentage of net sales is defined as Adjusted EBITDA divided by net sales. See the Non-GAAP Financial Measures section of this annual report for a reconciliation of Adjusted EBITDA.

(4) Adjusted EBITDA: Percentage of value added sales is a key measure that is not calculated according to GAAP. Adjusted EBITDA as a percentage of value added sales is defined as Adjusted EBITDA divided by value added sales. See the Non-GAAP Financial Measures section of this annual report for a reconciliation of Adjusted EBITDA and value added sales.


2014 Restructuring Actions and Ongoing Cost

During the third quarter of 2014, we completed a review of initiatives to reduce costs and enhance our competitive position. Based on this review, we committed to a plan to close operations at our Rogers, Arkansas facility, which was completed during the fourth quarter of 2014. The closure resulted in a reduction of workforce of approximately 500 employees and a shift in production to other facilities. In addition, other measures were taken to reduce costs, including the sale of the company's two aircraft. The results for 2014 reflect the impacts of costs totaling $9.7 million ($6.1 million after tax) related to these actions, including costs associated with the closure of our Rogers facility affecting gross profit totaling $8.4 million, charges totaling $1.3 million in SG&A for the write-down of the carrying value of an aircraft we sold in 2015 and a small loss on the sale of our second aircraft.

Cost of sales in 2014 includes $5.4 million of depreciation accelerated due to shortened useful lives for assets abandoned when operations ceased at the Rogers facility.

As noted above, the operations ceased at the Rogers facility in the third quarter of 2014. The property is currently held for sale at the current carrying value of the land and building of $2.9 million.

One-time employee severance benefits, equipment lease termination costs, inventory write-downs and other costs related to the Rogers plant closure of $3.1 million in total was recorded in 2014. Within the total 2014 charge, costs for one-time employee severance benefits totaled $1.8per wheel, contributed $81.5 million, and were included in cost of sales. These one-time employee severance benefits were derived from the individual agreements with each employee and were accrued ratably over the related remaining service period.

During 2015, we completed the shutdown of the Rogers facility which resulted in a gross margin loss of $8.0 million. We incurred $4.3 million in restructuring costs related to an impairment of fixed assets and other associated costs such as asset relocation costs. Additionally, we also experienced $2.0 million of further carrying costs associated with the closed facility and $1.7 million in depreciation. The adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million.

The total cost expected to be incurred as a result of the Rogers facility closure is $15.6 million, of which $4.1 million is expected to be paid in cash. As of December 31, 2015, estimated remaining cash payments total $0.4 million.

Net Sales

2015 versus 2014

Net sales in 2015 decreased $17.5 million to $727.9 million from $745.4 million in 2014.  Wheel sales in 2015 decreased $15.4 million to $721.1 million from $736.5 million in 2014. Wheel shipments increaseddriven by 1 percent in 2015 compared to 2014 with the higher volume resulting in $6.7 million higher sales compared to 2014. Net sales were unfavorably impacted by a decline in the value of the aluminum component of salespricing, which we generally pass through to our customers, and resultedimproved product mix comprised of larger diameter wheels and premium finishes. Unit shipments declined from 11.5 million in $11.32017 to 11.3 million in 2018 resulting in a $12.2 million reduction in revenue. The decline in unit shipments was primarily due to lower revenues.sales to Ford, FCA, BMW and Subaru, partially offset by increased sales to GM. North American segment sales between U.S. and Mexico was approximately 15.9 percent and 84.1 percent, respectively during 2018, which compares to 17.0 percent and 83.0 percent for 2017. The North America segment income from operations increased in 2018 due primarily to lower integration costs and favorable product mix, partially offset by increased launch and energy costs.

Europe

In 2018, net sales of our European segment increased 86.7 percent primarily due to additional 5 months of sales, which contributed $283.3 million, and a 6.5 percent increase in average selling price of our wheels decreased 2 percent as the unfavorable impact of the declineper wheel. The increase in aluminum value and the mix ofaverage selling price per wheel, sizes and finishes sold was offset partiallydriven by a favorable changehigher aluminum pricing, which we generally pass through to our customers. European segment sales between Germany and Poland was approximately 39.9 percent and 60.1 percent, respectively, during 2018, which compares to 41.3 percent and 58.7 percent for 2017. European segment income from operations for the year ended 2018 increased consistent with increasing sales, as well as a reduction in the volume of wheels sold. Decreases


18


in unit shipments to FCA, BMW, Mitsubishi, Nissan, Tesla and VW were partially offset by increases in unit shipments to Ford, GM, Mazda, Subaru and Toyota.  Wheel program development revenues totaled $6.9integration related expenses from $14.8 million in 2015 and $9.02017 to $2.4 million in 2014.2018.


U.S. Operations
Wheel

2017 versus 2016

Net Sales

Net salesfor 2017 increased $375.4 million over 2016 due to the inclusion of seven months of sales of our U.S. wheel plants in 2015 decreased $81.9 million, or 32 percent, to $171.3 million from $253.2 million in 2014, reflecting a decrease inEuropean operations. Overall unit shipments and a decrease in the average selling price of our wheels. Unit shipments from our U.S. plants decreased 32 percent in 2015, primarily reflecting the reallocation of production volume from the Rogers facility to our plants in Mexico. The decline in volume resulted in $80.4 million lower sales. The volume impact and the 1 percent decrease in the average selling price of our wheels, primarily due to the mix of wheel sizes and finishes sold, was partially offset by an increase in the pass-through price of aluminum. The lower aluminum value decreased revenues by approximately $2.7 million when compared to 2014.


Mexico Operations
Wheel sales of our Mexico wheel plants in 2015 increased $66.5 million, or 14 percent, to $549.8 million from $483.3 million in 2014, reflecting a 17 percent increase in unit shipments offset partially by a 2 percent decrease in the average selling prices of our wheels. Unit shipments increased in 2015 with the increase in volume resulting in $83.2 million higher sales. The 2 percent decrease in the average selling price of our wheels primarily was a result of an unfavorable mix of wheel sizes and finishes sold and the lower pass-through price of aluminum. The lower aluminum value decreased revenues by approximately $8.6 million when comparedcurrent year to 2014.

2014 versus 2013

Net sales in 2014 decreased $44.2 million to $745.417.0 million from $789.612.3 million, in 2013.  Wheelan increase of 38.2 percent, which was driven by the addition of seven months’ unit sales in 2014 decreased $43.0 million to $736.5 million from $779.5 million in 2013. Wheel shipments decreased by 7 percent compared to 2013 with the lower volume resulting in $50.6 million lower sales compared to 2013.for our newly acquired European operations. Net sales were also favorably impacted by an increase in the value of the aluminum component of sales, which we generally pass through to our customers and resulted in $11.9 million higher revenues.customers. The North American average selling price per wheel increased by 6.8 percent during 2017 in comparison to 2016 due mainly to favorable mix with a higher percentage of ourlarger diameter wheels increased 1 percent as the favorable impact ofand the increase in aluminum value was offset by unfavorable changes in the mix of wheel sizes and finishes sold. Decreases in unit shipments to Ford, GM, FCA, BMW, Toyota and Mitsubishi were partially offset by increases in unit shipments to Nissan, Subaru, Mazda, Tesla and VW.  Wheel program development revenues totaled $9.0 million in 2014 and $10.1 million in 2013.

U.S. Operations
Net sales of our U.S. wheel plants in 2014 decreased $23.9 million, or 9 percent, to $253.2 million from $277.1 million a year ago, reflecting a decrease in unit shipments partially offset by an increase in the average selling price of our wheels. Unit shipments decreased 13 percent in 2014, with the decline in volume resulting in $36.4 million lower sales. The volume impact was partially offset by a 5 percent increase in the average selling price of our wheels, primarily due to an improved mix of wheel sizes and finishes sold and an increase in the pass-through price of aluminum. The higher aluminum value increased revenues by approximately $3.4 million in 2014 when compared to 2013.

Mexico Operations
Net sales of our Mexico wheel plants in 2014 decreased $19.2 million, or 4 percent, to $483.3 million from $502.5 million in 2013, reflecting a decline in unit shipments and a small decrease in average selling prices of our wheels.  Unit shipments decreased 3 percent in 2014, with the decline in volume resulting in $14.0 million lower sales. The average selling price of our wheels decreased 1 percent in 2014 primarily as a result of an unfavorable mix of wheel sizes and finishes sold, partially offset by a higher pass-through price of aluminum. The higher aluminum value increased revenues approximately $8.5 million when compared to 2013.

When looking at our major customer mix, OEM unit shipment percentages were as follows:
Fiscal Year Ended December 31,2015
2014
2013
Ford42%42%42%
GM25%24%25%
Toyota14%12%12%
FCA8%10%11%
International customers11%12%10%
Total100%100%100%

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According to Ward's Auto Info Bank, overall North American production of passenger cars and light-duty trucks in 2015 increased approximately 3 percent, while production of the specific passenger car and light-duty truck programs using our wheels increased 1 percent. In contrast to the overall market, our total shipments increased by only 1 percent, resulting in our share of the North American aluminum wheel market declining by less than 1 percentage point on a year-over-year basis. The decline in market share was 2 percentage points in light-duty trucks, offset by a 2 percentage point rise in passenger car programs.

According to Ward's Automotive Group, the aluminum wheel penetration rate on passenger cars and light-duty trucks in the U.S. was 79 percent for the 2015 model year and 81 percent for the 2014 model year, compared to 80 percent for the 2013 model year. We expect the ratio of aluminum to steel wheels to remain relatively stable. In addition, our ability to increase net sales and sales volume in the future may be negatively impacted by continued customer pricing pressures, increased competition from offshore competitors and overall economic conditions that impact the sales of passenger cars and light-duty trucks.

At the customer level, shipments in 2015 to Ford increased less than 1 percent compared to 2014, as shipments of passenger car wheels increased 34 percent and light-duty truck wheels decreased 9 percent.  At the program level, the major unit shipment increases were for the Focus, Fusion, Taurus, F-Series trucks and Explorer offset by shipment decreases for the Mustang, Fiesta, MKZ, Edge, Flex, Expedition, Escape, MKC and Navigator. 

Shipments to GM in 2015 increased 4 percent compared to 2014, as unit volume of passenger car wheels increased 4 percent and light-duty truck wheel shipments increased 4 percent.  The major unit shipment increases to GM were for the Malibu, Traverse, K2XX platform vehicles, Colorado and Denali/Escalade offset by major unit shipment decreases for the ATS, Volt, Impala, XTS, SRX, Enclave, Terrain and Equinox.

Shipments to Toyota in 2015 increased 17 percent compared to 2014, as shipments of passenger car wheels increased 27 percent and light-duty truck wheels increased 13 percent.  The major unit shipment increases to Toyota were for the Camry, Avalon, Corolla, Highlander, Sienna and Tacoma offset by unit shipment decreases for the Venza, Sequoia and Tundra.

Shipments to FCA in 2015 decreased 23 percent compared to 2014, as passenger car wheel shipments decreased 12 percent and unit volume of light-duty truck wheels decreased 24 percent.  The major unit shipment decreases to FCA were for the Dodge Challenger, Town and Country, Journey, Durango, Compass and Dodge-Ram trucks which were partially offset by major unit shipment increases for the Magnum/Charger.

Shipments to other customers in 2015 increased 1 percent compared to 2014, as shipments of passenger car wheels increased 6 percent while shipments of light-duty truck wheels decreased 13 percent.  Unit shipments increased to Mazda and Subaru, while shipments to Nissan, BMW and VW decreased when compared to 2014. The higher unit volumes included increases of 2,471 percent to Mazda and 3 percent to Subaru, while unit volumes decreased 26 percent to Nissan, 8 percent to BMW and 6 percent to VW. At the program level, major unit shipment increases to international customers were for Nissan's Note and Titan, Mazda 2, Scion iA, Xterra/Frontier and Subaru's Outback, offset by major unit shipment decreases for the Maxima, Tesla Model S, Nissan Xterra/Frontier and BMW X3.

prices.

Cost of Sales

Aluminum, natural gas and other direct material costs are a significant component of our costs to manufacture wheels.  These costs are substantially the same for all of our plants since many common suppliers service both our U.S. and Mexico operations. Consolidated cost

Cost of sales includes costs for both our U.S. and international operations, which are principally our wheel manufacturing operationsincreased significantly in Mexico, and certain costs that are not allocated to a specific operation.  These unallocated expenses include corporate services that are primarily incurred in the U.S. but are not charged directly to our world-wide operations, such as engineering services for wheel program development and manufacturing support, environmental and other governmental compliance services.


2015 versus 2014

In 2015, consolidated cost of goods sold decreased $38.5 million to $656.7 million, or 90 percent of net sales, compared to $695.2 million, or 93 percent of net sales, in 2014. Cost of sales in 2015 primarily reflects a decrease in labor and other costs, reflective of the reallocation of production from the U.S. to facilities in Mexico, as well as due to a decline in aluminum prices, which we generally pass through to our customers, when compared to 2014. Plant labor and benefit costs decreased $23.3 million to $93.5 million in 2015, from $116.8 million in 2014. Direct material and subcontract costs increased approximately $3.2 million to $414.1 million from $410.9 million in 2014 primarily2017 due to the 1 percent rise in sales volume. However, the increase in direct materialinclusion of seven months of costs was offset by a decrease of approximately $5.3 million of aluminum price which we generally pass through to our customers. Repair and maintenance costs declined $4.6 million to $22.1 million in 2015, compared to $26.7 million in 2014 and

20


supply costs decreased $4.4 million to $19.1 million in 2015, from $23.5 million in 2014. Cost of goods sold for our U.S. operations decreased $82.4 million, while cost of goods sold for our Mexico operations increased $44.4 million, when comparing 2015 to 2014 due to the change in units sold as discussed below. Cost of sales associated with corporate services such as engineering support for wheel program development and manufacturing support decreased $0.7 million in 2015 when compared to 2014.

Productivity, measured in terms of wheels produced per labor hour increased 8 percent in 2015 when compared with 2014, and a 14 percent decrease in manufacturing labor cost per wheel was realized due to the transition of unit production to our operations in Mexico after the closure of the Roger’s manufacturing facility. Included below are the major items that impacted cost of sales for our U.S. and Mexico operations during 2015.

U.S. Operations
Cost of sales for our U.S. operations decreased by $82.4 million, or 31 percent, in 2015, when compared to 2014.  Cost of sales for our U.S. wheel plants in 2015 primarily reflects the effect of reallocating production volume to Mexico facilities which resulted in a 32 percent decline in unit shipments and reduced labor and other costs, when compared to 2014. During 2015, plant labor and benefit costs, including overtime premiums, decreased approximately $26.8 million, or 46 percent, primarily as a result of reduced headcount and decreases in contract labor, when compared to 2014. The rise in aluminum prices, which we generally pass through to our customers, was $0.5 million. During 2015, labor cost per wheel decreased 11 percent in 2015 when compared with 2014 and the wheels produced per labor hour incurred increased 20 percent, as compared to 2014. Other favorable changes in 2015 included a $3.9 million decrease in supply and small tool costs and a $4.4 million decrease in plant repair and maintenance costs. These cost reductions largely reflect the decline in production volumes due to the closure of the Roger’s facility.

Mexico Operations
Cost of sales for our Mexico operations increased by $44.4 million in 2015 when compared to 2014, which is mainly driven by a 17% increase in wheel shipments. During 2015, plant labor and benefit costs, including overtime premiums, increased approximately $3.5 million, or a 6 percent increase, when compared to last year, primarily as a result of higher average headcount and wage increases. Direct material and subcontract costs increased approximately $41.3 million to $307.2 million from $265.9 million in 2014 primarily due to the 17 percent rise in unit shipments. The increase in direct material costs was partially offset by a decrease of approximately $7.1 million of aluminum price which we generally pass through to our customers. Depreciation increased $7.9 million to $24.9 million from $17.0 million in 2014 due to thenewly acquired European operations. In addition, of the new plant in 2015. Supply and small tool costs decreased $0.4 million and plant repair and maintenance expenses decreased $0.2 million. A 21 percent decrease in labor cost per wheel manufactured in 2015 as compared to 2014, and a 3 percent increase in wheels produced per labor hour compared to 2014, reflects the impact of shifting production to the facilities in Mexico and having the new plant in Mexico operating near full capacity by the end of 2015.

2014 versus 2013

Consolidated cost of goods sold decreased $30.3 million to $695.2 million in 2014, or 93 percent of net sales, compared to $725.5 million, or 92 percent of net sales, in 2013. When compared to 2013, cost of sales in 2014 primarily reflects a decrease in costs due to a 7 percent decrease in unit shipments and decreases in labor and other costs, partially offset by an increase in aluminum prices,costs resulted in higher cost of sales in our North American operations, which we generally passis typically passed through to the customer.

Selling, General and Administrative Expenses

Selling, general and administrative expenses also increased significantly in 2017 in comparison to 2016 due to the inclusion of seven months of our customers,European operations and $8.4$32.1 million of additional costsacquisition and integration expenses related to the Rogers facility closure discussed above. Direct material and subcontract costs decreased approximately $20.8acquisition of Uniwheels.

Net Interest Expense

Net interest expense for 2017 was $40.0 million, while the Company recognized $0.2 million of net interest income in 2016. Interest expense increased in 2017 due to $410.9 million from $431.7the new debt issued to finance the acquisition of Uniwheels.

Net Other Income

Net other income was $13.2 million in 20132017 compared with net other expense of $0.1 million in 2016. The significant increase was due in part to foreign exchange gains of $12.9 million in 2017 (including an acquisition-related foreign exchange gain of $8.2 million), as compared to foreign exchange losses of $0.4 million in 2016. We also recognized a $0.5 million gain on sale of our minority interest in Synergies Casting Limited, a private aluminum wheel manufacturer based in Visakhapatnam, India.

Change in Fair Value of Embedded Derivative Liability

During 2017, we recognized a $6.2 million change in the fair value of our redeemable preferred stock embedded derivative liability. The beginning fair value of the embedded derivative liability was measured as of the date of issuance, May 22, 2017. During the third and fourth quarter, the fair value of the embedded derivative liability decreased, primarily due to the decline in sales volume. our stock price.

Income Tax Provision

The decrease in direct materialincome tax provision for 2017 was $6.9 million on apre-tax income of $0.9 million due primarily to the split of jurisdictionalpre-tax income or loss, certainnon-deductible acquisition costs was partially offset by an increase of approximately $10.3 million of aluminum price. Depreciation expense increased $5.4 million in 2014 as comparedrelated to 2013, with the increase attributable to accelerated write down of value, to reflect a shortened useful life, for assets that were retired after operations ceased at the Rogers facility. Plant laborUniwheels’ acquisition, and benefit costs included $1.9 million of severance costsprovisional estimates recorded for the Rogers facility closure and totaled $113.7 million in 2014, a decrease of $13.6 million from $127.3 million incurred in 2013. Supply costs decreased $3.4 million to $22.9 million in 2014, from $26.3 million in 2013, and repair and maintenance costs decreased $2.5 million to $26.7 million in 2014, compared to $29.2 million in 2013. Cost of goods sold for our U.S. operations decreased $17.2 million, while cost of goods sold for our Mexico operations decreased $11.7 million, when comparing 2014 to 2013. Cost of sales associated with corporate services such as engineering support for wheel program development and manufacturing support decreased $1.3 million in 2014 when compared to 2013.


The lower levels of manufacturing costs reflect a variety of factors which primarily include lower unit volumes, labor costs, supplies and maintenance spending, partially offset by higher aluminum prices and Rogers facility closure costs. Productivity, measured in terms of wheels produced per labor hour increased 6 percent in 2014 when compared with 2013,transition tax on offshore earnings and a 1 percent increasedeferred tax expense. The deferred tax expense resulted from the reduction of our deferred tax assets due to the change in manufacturing labor cost per wheelthe statutory federal income tax rate from 35% to 21% for years subsequent to 2017, based on the newly enacted U.S. Tax Cuts and Jobs Act (“The Act”). The income tax provision for 2016 was $13.3 million, representing an effective income tax rate of 24.4 percent. The effective tax rate for 2016 was lower than the averagestatutory rate due to earnings in countries with tax rates lower than the U.S. statutory rate.

Net Income Attributable to Superior

Net loss attributable to Superior in 2017 was $6.2 million, or a loss of hourly wage$1.01 per diluted share, compared to net income in 2016 of $41.4 million, or $1.62 per diluted share. The decrease in 2017 diluted per share was mainly driven by the acquisition costs, integration costs, interest expense, accretion on preferred equity, and the dividends that were issued to the preferred equity holder.

Segment Sales and Income from Operations

   Year Ended
December 31,
     
   2017   2016   Change 
(Dollars in thousands)            

Selected data

      

Net Sales

      

North America

  $732,418   $732,677   $(259

Europe

   375,637    —      375,637 
  

 

 

   

 

 

   

 

 

 

Total net sales

  $1,108,055   $732,677   $375,378 
  

 

 

   

 

 

   

 

 

 

Income from Operations

      

North America

  $9,808   $54,602   $(44,794

Europe

   11,710    —      11,710 
  

 

 

   

 

 

   

 

 

 

Total income from operations

  $21,518   $54,602   $(33,084
  

 

 

   

 

 

   

 

 

 

North America

Due to the acquisition of our European operations on May 30, 2017, we will provide geographical segment analysis for the 2017 and 2016 results of operations discussion and analysis rather than the geographical discussion that was provided in 2016. In 2017, net sales of our North America segment remained at a consistent level despite a 6.4 percent decrease in volume due to a 6.8 percent increase in our manufacturing operations. Included below areaverage unit selling price. Unit shipments declined from 12.3 million in 2016 to 11.5 million in 2017 resulting in a $47.0 million reduction in revenue which was fully offset by the major items that impacted cost of sales for our U.S. and Mexico operations during 2014.




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U.S. Operations
Cost of sales for our U.S. operations decreased by $17.2 million, or 6 percent,increase in 2014, when compared to 2013.  Lower cost of sales for our U.S. wheel plants in 2014 primarily reflects the impact of a 13 percentaverage selling price. The decline in volume resulted from lower unit shipmentssales with Ford, GM and improved productivity resulting in reduced labor and other costs, when compared to a year ago. The lower cost of sales in 2014 wasFCA, partially offset by higher aluminum prices which we generally pass on to our customers,increased sales at Nissan and $8.4 million of higher costs resulting from the Rogers facility closure, including additional depreciation charges totaling $5.4 million. When compared to 2013, plant labor and benefit costs decreased approximately $14.8 million, or 20 percent in 2014, primarily as a result of reduced headcount and decreases in contract labor, partially offset by $1.9 million of severance costs related to the Rogers closure.Subaru. The increase in aluminum pricesaverage selling price was $2.4 million. During 2014, labor cost per wheel decreased slightly, while the wheels produced per labor hour incurred increased 11 percent, as compared to 2013. Other favorable changes in 2014 included a $3.2 million decrease in supply and small tool costs and a $2.2 million decrease in plant repair and maintenance costs. These cost reductions largely reflect efficiency gains due to improved equipment reliability and process control resulting from capital reinvestment and more robust maintenance programs, and the decline in production volumes.

Mexico Operations
Cost of sales for our Mexico operations decreased by $11.7 million in 2014 when compared to 2013.  Cost of sales in 2014 primarily reflects a decrease in costs due to a 3 percent decline in unit shipments partially offsetdriven by an increase in the value of the aluminum prices,component of sales, which we generally pass through to our customers, and increases in labor and other costs. Cost of sales in 2014 reflects an increase in aluminum prices, which we generally pass through to our customers, of approximately $7.8 million. During 2014, plant labor and benefit costs increased approximately $1.2 million, or 2 percent, when compared to last year, primarily as a result of wage increases and a $0.7 million increase in severance expenses. A utility cost increase of $0.7 million was offset partially by a $0.2 million decline in supply and small tool costs and plant repair and maintenance expenses which decreased $0.3 million. A 3 percent increase in labor cost per wheel manufactured partially reflects the higher labor cost incurred in 2014 as compared to 2013.

Gross Profit

Consolidated gross profit increased $21.0 million for 2015 to $71.2 million, or 10 percent of net sales, compared to $50.2 million, or 7 percent of net sales, last year.value added sales. The increase in gross profit primarily reflects the favorable impact of the 1 percent increase in unit shipments and the decrease in labor and other costs which relates to the shift in manufacturing from our Rogers facility to facilities in Mexico.

Consolidated gross profit decreased $13.9 million in 2014 to $50.2 million, or 7 percent of net sales, compared to $64.1 million, or 8 percent of net sales, in 2013.  The decrease in gross profit primarily reflects the unfavorable impact of the 7 percent decrease in unit shipments and the $8.4 million of costs related to the Rogers facility closure which equaled 1 percent of net sales in 2014.

The cost of aluminum is a component of our selling prices to OEM customers and a significant component of the overall cost of a wheel. The price for aluminum we purchase is adjusted monthly based primarily on changes in certain published market indices. Our selling prices are adjusted periodically based upon aluminum market price changes, but the timing of such adjustments is based on specific customer agreements and can vary from monthly to quarterly. Even if aluminum selling price adjustments were to perfectly match changes in aluminum purchase prices, an increasing aluminum price will result in a declining gross margin percentage - i.e., same gross profit dollars divided by increased sales dollars equals lower gross profit percentage. The opposite is true in periods during which the price of aluminum decreases. In addition, although our sales are continuously adjusted for aluminum price changes, these adjustments rarely will match exactly the changes in our aluminum purchase prices and cost of sales.  As estimated by the company, when compared to 2014, the unfavorable impact on gross profit related to such differences in timing of aluminum adjustments was approximately $6.1 million in 2015. When comparing 2014 with 2013, the favorable impact on gross profit related to such differences in timing of aluminum adjustments was approximately $1.5 million in 2014; however, this impact was offset by unreimbursed cost increases for aluminum alloying premiums.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $34.9 million, or 5 percent of net sales, in 2015 compared to $32.3 million, or 4 percent of net sales, in 2014 and $29.5 million, or 4 percent of net sales, in 2013. The 2015 increase is primarily attributable to higher professional service fees of $1.4 million and legal fees of $0.6 million. The higher level of professional service and legal fees incurred during 2015 relate to cost incurred in association with the move of the corporate office from California to Michigan. We incurred recruiting costs, severance, relocation, duplicative costs and training costs of $4.1 million to ensure a successful transition. Compared to 2013, the $2.8 million increase in 2014 expenses primarily reflects higher professional service fees of $2.1 million, depreciation expense of $1.7 million which includes revised salvage value estimates for the company's aircraft and legal fees of $0.6 million, somewhat offset by $1.3 million lower provisions for doubtful accounts receivable.


22


Income from Operations

2015 versus 2014

As described in the discussion of cost of sales above, aluminum, natural gas and other direct material costs are substantially the same for all our plants since many common suppliers service both oursplit between U.S. and Mexico operations. In addition, our operations in the U.S. and Mexico sell to the same customers, utilize the same marketing and engineering resources, have interchangeable manufacturing processes and provide the same basic end product.  However, profitability between our U.S. and Mexico operations can vary as a result of differing labor and benefit costs, the specific mix of wheels manufactured and sold by each plant, as well as differing plant utilization levels resulting from our internal allocation of wheel programs to our plants.

Consolidated income from operations includes results for both our U.S. and international operations, which are principally our wheel manufacturing operations in Mexico, and certain costs that are not allocated to a specific operation.   These unallocated expenses include corporate services that are primarily incurred in the U.S. but are not charged directly to our world-wide operations, such as selling, general and administrative expenses, engineering services for wheel program development and manufacturing support, environmental and other governmental compliance services.

Consolidated income from operations increased $18.4 million in 2015 to $36.3 million, or 5 percent of net sales from $17.9 million, or 2 percent of net sales, in 2014.  Income from our Mexico operations increased $21.3 million and income from our U.S. operations increased $0.6 million, when comparing 2015 to 2014.  Offsetting these increases were costs relating to relocating our corporate office. Included below are the major items that impacted income from operations for our U.S. and Mexico operations during 2015.

Consolidated income from operations in 2015 was unfavorably impacted by start-up costs associated with our new wheel plant in Mexico and the transition of our corporate office. While initial commercial production began in the first quarter of 2015, cost absorption was sub-optimal until production volumes reach planned levels towards the end of the year.

U.S. Operations
Operating income from our U.S. operations for 2015 increased by $0.6 million compared to the previous year. Operating income increased in 2015 as lower costs overall offset the impact of a 32 percent decrease in unit shipments. The overall cost improvement included reductions in labor due to the reallocation of production to Mexico facilities and improved productivity, as well as lower supply, repair and maintenance costs as more fully explained in the cost of sales discussion above. However, the lower production levels had an unfavorable impact on operating income due to lower absorption of fixed overhead costs in 2015 when compared to last year. As a percentage of net sales, our gross margin decreased 2 percent in 2015 when compared to 2014.

Mexico Operations
Operating income from our Mexico operations increased by $21.3 million in 2015 compared to 2014.  Income from operations in 2015 reflects a $22.4 million increase in gross profit in 2015, as compared to 2014. The increase in gross profit is due to a 17 percent increase in unit shipments offset by lower average selling price due to an unfavorable mix of wheel sizes and finishes sold, when compared to 2014.

U.S. versus Mexico Production
During 2015, wheels produced by our Mexico and U.S. operations accounted for 78approximately 17.0 percent and 2283.0 percent, respectively of our total production.  During 2014, wheels produced by our Mexico and U.S. operations accounted for 69during 2017, which compares to 16.4 percent and 3183.6 percent respectively, of our total production.

2014 versus 2013

Consolidatedfor 2016.

The North America segment income from operations decreased $16.7in 2017 due to nonrecurring costs and production inefficiencies. During 2017, the Company incurred $29.5 million of additional costs relating to the acquisition and integration of the European operations. We continued to invest in 2014our machinery through higher levels of maintenance than in past years to $17.9 million, or 2 percentalleviate the production issues that we have experienced since the second quarter of net sales, from $34.6 million, or 4 percent of net sales, in 2013.  Income from2016.

Europe

We acquired the Uniwheels business on May 30, 2017, which comprises our Mexico operations decreased $5.9 million and income from our U.S. operations decreased $6.3 million, when comparing 2014 to 2013.  Corporate service costs were $4.5 million higher during 2014 when compared to 2013, primarily asEuropean operations. As a result, we have included seven months of our European operations in our consolidated statement of operations for 2017. The European operations sales increased over the higher professional service fees of $2.1 million, depreciation expense of $1.7 million and legal fees of $0.6 million, described above in the selling, general and administrative expense discussion. Included below are the major items that impacted incomesame seven-month period last year by 18.6 percent. Income from operations for our U.S.this period included purchase accounting adjustments of $14.8 million related to inventory, and Mexico operations during 2014.


Consolidated income from operations in 2014 was unfavorably impacted by start-up costs associated with our new wheel plant in Mexico. While initial commercial production began in the first quarter of 2015, cost absorption was sub-optimal until production volumes reached planned levels towards the end of the year.


23


U.S. Operations
Operating income from our U.S. operations for 2014 decreased by $6.3 million compared to the previous year, including $8.4 million of costs incurred in the current year for the Rogers facility closure as discussed above.  Excluding the costsother expenses related to the Rogers closure, operating income increased in 2014 as improvements in average selling pricesacquisition and integration of our wheels and lower costs overall offset the impact of a 13 percent decrease in unit shipments. The average selling price of our wheels increased due to an improved mix of wheel sizes and finishes sold. Excluding the Rogers closure costs, the overall cost improvement included reductions in labor due to improved productivity, and lower supply, repair and maintenance costs as more fully explained in the cost of sales discussion above. However, the lower production levels had an unfavorable impact on operating income due to lower absorption of fixed overhead costs in 2014 when compared to last year. As a percentage of net sales, excluding the Rogers closure costs, our gross margin improved slightly in 2014 when compared to the same period of 2013.business.


Mexico Operations
Operating income from our Mexico operations decreased by $5.9 million in 2014 compared to 2013.  Income from operations in 2014 reflects a $7.5 million decrease in gross profit, while as a percentage of net sales our gross margins decreased 1 percentage point in 2014, as compared to 2013. Unit shipments decreased 3 percent in 2014 and the average selling price of our wheels decreased due to an unfavorable mix of wheel sizes and finishes sold, when compared to 2013.

U.S. versus Mexico Production
During 2014, wheels produced by our Mexico and U.S. operations accounted for 69 percent and 31 percent, respectively, of our total production.  During 2013, wheels produced by our Mexico and U.S. operations accounted for 64 percent and 36 percent, respectively, of our total production. We anticipate that, absent any significant change in the market or overall demand, the percentage of production in Mexico will range between 85 percent and 90 percent of our total production for 2016.

Interest Income, net and Other Income (Expense), net
Net interest income was $0.1 million, $1.1 million and $1.7 million in 2015, 2014 and 2013, respectively due to the decrease in the average cash balance which was mainly related to the investment in a new plant in Mexico.

Net other income (expense) was expense of $1.1 million and $3.3 million in 2015 and 2014, respectively, and income of $0.6 million in 2013. Included in other income (expense) in 2014 was a $2.5 million impairment charge for an equity investment accounted for under the cost method of accounting. In 2010 we acquired a minority interest in Synergies Casting Limited ("Synergies"), a private aluminum wheel manufacturer based in Visakhapatnam, India. In October 2014, a typhoon caused significant damage to the facilities and operations of Synergies and, in the fourth quarter of 2014, we tested the $4.5 million carrying value of our investment for impairment. Based on our evaluation, we determined that an other-than-temporary impairment existed and wrote the investment down to its estimated fair value of $2.0 million.

Also included in other income (expense) net are foreign exchange gains and (losses), including losses of $1.2 million and $1.0 million in 2015 and 2014, respectively and a gain of $0.2 million in 2013.
Effective Income Tax Rate

Our income before income taxes was $35.3 million in 2015, $15.7 million in 2014 and $36.8 million in 2013. The effective tax rate on the 2015 pretax income was 32.1 percent compared to 43.9 percent in 2014 and 38.0 percent in 2013.

The 2015 effective income tax rate was 32.1 percent.   The effective tax rate was lower than the US federal statutory rate primarily as a result of net decreases in the liability for uncertain tax positions partially offset by the reversal of deferred tax assets related to stock based compensation. 

Our effective income tax rate for 2014 was 43.9 percent.   The effective tax rate was higher than the US federal statutory rate primarily as a result of valuation allowances established for foreign deferred tax assets and various permanent differences including non-deductible expenses related to recent tax law changes in Mexico partially offset by a favorable net impact of a reduction in the liability for unrecognized tax positions. 

Our effective income tax rate for 2013 was 38.0 percent.  The effective rate was higher than the US federal statutory rate primarily as a result of increases in the liability for unrecognized tax positions and a negative impact of a change in Mexican tax law, offset partially by the favorable impact of tax credits.

We are a multinational company subject to taxation in many jurisdictions. We record liabilities dealing with uncertainty in the application of complex tax laws and regulations in the various taxing jurisdictions in which we operate. If we determine that payment of these liabilities will be unnecessary, we reverse the liability and recognize the tax benefit during the period in which

24


we determine the liability no longer applies. Conversely, we record additional tax liabilities or valuation allowances in a period in which we determine that a recorded liability is less than we expect the ultimate assessment to be or that a tax asset is impaired. The effects of recording liability increases and decreases are included in the effective income tax rate.

Net Income

Net income in 2015 was $23.9 million, or 3 percent of net sales, and included an income tax provision of $11.3 million compared to $8.8 million, or 1 percent of net sales in 2014, including an income tax provision of $6.9 million, and to $22.8 million, or 3 percent of net sales in 2013, and included an income tax provision of $14.0 million. Earnings per share were $0.90, $0.33 and $0.83 per diluted share in 2015, 2014 and 2013, respectively.

Financial Condition, Liquidity and Capital Resources


Our sources of liquidity primarily include cash, and cash equivalents and short-term investments, net cash provided by operating activities, our senior secured revolving credit facility discussed belownotes and borrowings under available debt facilities and, factoring arrangements for trade receivables and, from time to time, other external sources of funds. During the three years endedWorking capital (current assets minus current liabilities) and our current ratio (current assets divided by current liabilities) were $192.0 million and 2.1:1, respectively, at December 31, 2015, we had no bank or other interest-bearing debt. At2018, versus $222.3 million and 2.1:1 at December 31, 2015,2017. As of December 31, 2018, our cash, cash equivalents and short-term investments totaled $53.0$48.2 million compared to $66.2$47.1 million at year-end 2014 and $203.1 million at the end of 2013.


December 31, 2017.

Our working capital requirements, investing activities and cash dividend payments have historically been funded from internally generated funds, proceeds from the exercise of stock options or existing cash,debt facilities, cash equivalents and short-term investments, and we believe these sources will continue to meet our capital requirements in the foreseeable future. Our working capital decreased in 2015, primarily due to constructing and equipping

In connection with the acquisition of our new wheel plant in Mexico discussed below, which was funded out of existing cash during the period. The decrease in working capital is also due to payments to repurchase our common stock, discussed below, and a decrease in inventory and other assets partially offset by an increase in accounts receivable. In December 2014,European business, we entered into a senior secured revolving credit facility (discussed below) to provideseveral debt and equity financing as necessary, for general corporate purposes.


During 2013 we announced our plans to build a new manufacturing facility in Mexico, in order to meet anticipated growth in demand for aluminum wheels in the North American market. In 2013, we entered into contracts for the construction of the new facility and for the purchase of equipment for the new facility. The total costs incurred to date were $132.7 million, of which $127.0 million related to the initial rated capacity of the new facility and $5.7 related to an expansion. The new facility is operational and initial commercial production began in the first quarter of 2015. The facility ramped up production in the first quarter and was near full initial rated capacity at the end of the year.

Committed to enhancing shareholder value onarrangements during 2017. On March 27, 2013, our Board of Directors approved the 2013 Repurchase Program, authorizing the repurchase of up to $30.0 million of our common stock. Under the 2013 Repurchase Program, we repurchased 1,510,759 shares of company stock at a cost of $30.0 million of which 1,089,560 shares were repurchased for $21.8 million in 2014. In October 2014, our Board of Directors approved the 2014 Repurchase Program, authorizing the repurchase of up to $30.0 million of our common stock. Through December 31, 2015, we repurchased 1,056,954 shares of company stock at a cost of $19.6 million under the 2014 Repurchase Program. The 2014 Repurchase Program was completed in January 2016, with purchases since December 31, 2015 of 585,970 shares for a cost of $10.3 million. In January of 2016, our Board of Directors approved a new stock repurchase program (the “2016 Repurchase Program”), authorizing the repurchase of up to $50.0 million of common stock.  Under the 2016 Repurchase Program, we may repurchase common stock from time to time on the open market or in private transactions. The timing and extent of the repurchases under the 2016 Repurchase Program will depend upon market conditions and other corporate considerations in our sole discretion.

On December 19, 2014,22, 2017, we entered into a senior secured credit agreement (the "Credit Agreement"“Credit Agreement”) with J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. (“JPMCB”consisting of a $400.0 million senior secured term loan facility (the “Term Loan Facility”) and Wells Fargo Bank, National Association (together with JPMCB, the “Lenders”). The Credit Agreement consists of a senior secured$160.0 million revolving credit facility infacility. On May 22, 2017, we issued 150,000 shares of redeemable preferred stock to TPG Superior and TPG Growth III Sidewall, L.P. (“TPG”) for an initialaggregate purchase price of $150.0 million. On June 15, 2017, we issued €250.0 million aggregate principal amount of $100.0 million6.00% Senior Notes (the “Facility”“Notes”). due June 15, 2025. In addition, the company is entitled to request, subject to certain terms and conditions and the agreementas a part of the Lenders, an increase in the aggregate revolving commitments under the Facility or to obtain incremental term loans in an aggregate amount not to exceed $50.0our European business acquisition, we assumed $70.7 million which are uncommitted to by any lender. The company intends to use the proceeds of the Facility to finance the working capital needs, and for the general corporate purposes of the company and its subsidiaries.outstanding debt. At December 31, 2015, we had no borrowings2018, balances outstanding under the Facility.

Term Loan Facility, Notes, and an equipment loan were $382.8 million, $286.1 million, $16.0 million, respectively. There was no balance outstanding under the revolving credit facility at December 31, 2018 and unused commitments were $156.6 million. In addition, there was 30 million Euro available under our European business line of credit as of December 31, 2018.

The following table summarizes the cash flows from operating, investing and financing activities as reflected in the consolidated statements of cash flows.



25


Fiscal Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Net cash provided by operating activities $59,349
 $11,627
 $69,252
Net cash used in investing activities (34,946) (110,435) (67,424)
Net cash used in financing activities (31,348) (33,612) (5,566)
Effect of exchange rate changes on cash (3,470) (4,430) (325)
Net (decrease) increase in cash and cash equivalents $(10,415) $(136,850) $(4,063)
2015

Fiscal Year Ended December 31,

  2018   2017   2016 
(Thousands of dollars)            

Net cash provided by operating activities

  $156,116   $63,710   $78,491 

Net cash used in investing activities

   (77,097   (777,614   (35,038

Net cash (used in) provided by financing activities

   (76,338   701,107    (37,327

Effect of exchange rate changes on cash

   (1,577   1,371    (376
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

  $1,104   $(11,426  $5,750 

2018 versus 2014


Our liquidity remained strong in 2015. Working capital (current assets minus current liabilities) and our current ratio (current assets divided by current liabilities) were $172.0 million and 3.3:1, respectively, at December 31, 2015, versus $204.0 million and 3.8:1 at December 31, 2014.  The 2015 decrease in working capital resulted primarily from expenditures for an expansion to our new Mexican wheel plant, repurchases of our common stock (see "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" in this Annual Report) and timing of activity affecting the working capital accounts. We generate our principal working capital resources primarily through operations. The increase in cash from working capital in 2015 primarily reflects a lower balance of inventory and prepaid aluminum in addition to a higher balance in accrued expenses, offset by higher accounts receivable, and lower accounts payable. Assuming continuation of our historically strong liquidity, which includes funds available under our revolving credit facility, we believe we are well positioned to take advantage of new and complementary business opportunities, and to fund our working capital and capital expenditure requirements for the foreseeable future.

2017

Operating Activities

Net cash provided by operating activities increased $47.7was $156.1 million in 2018 and $63.7 million in 2017. The increase in cash flow provided by operating activities was mainly due to $59.3the inclusion of a full year of our European operations in 2018 as compared to 7 months in 2017, improved working capital management and the introduction of receivables factoring program in North America, which generated $30.1 million for 2015,of operating cash flows in the year.

Investing Activities

Net cash used in investing activities was $77.1 million in 2018 compared to $777.6 million in 2017. Net cash used in investing activities was higher in 2017 due to our European business acquisition in 2017.

Financing Activities

Net cash used in financing activities was $76.3 million compared to net cash provided by financing activities of $701.1 million in 2017. Net cash provided by financing activities was higher in 2017 due to the issuance of debt to finance the European business acquisition.

2017 versus 2016

Operating Activities

Net cash provided by operating activities was $63.7 million in 2017, compared to net cash provided by operating activities of $11.6$78.5 million for 2014.2016. The primarydecrease in cash flow provided by operating activities during 2015 includedwas mainly due to lower net income primarily due to the acquisition of $23.9 millionUniwheels and depreciation of $34.5 million. Additional sources of cash flowintegration related tofees, and an $11.5 million decrease in inventories, $4.7 million increase in income tax payable and $4.6 million increase in other current liabilities. Offsetting amounts were cash flow uses of $14.0 million increase in accounts receivable, $2.1 million increase in other assets and a $1.1 million decrease in accounts payable.


Our principal investing activities during 2015 were the funding of $39.5 million of capital expenditures and the purchase of $1.0 million of certificates of deposit,inventory partially offset by the receipt of $3.8 millionincreases in trade payables.

Investing Activities

Net cash proceeds from maturing certificates of deposit and $1.8 million proceeds from sales of fixed assets.  Principalused in investing activities during 2014 includedwas $777.6 million in 2017 compared to $35.0 million in 2016. Net cash used in investing activities was higher in 2017 primarily due to the funding of $112.6 million of capital expenditures and the purchase of $3.8 million of certificates of deposit, partially offset by the receipt of $3.8 million cash proceeds from maturing certificates of deposit and $1.9 million proceeds from sales of fixed assets.  


Our principal financing activities during 2015 consisted of the repurchase of our common stock for cash totaling $19.6 million and payment of cash dividends on our common stock totaling $19.1 million, partially offset by the receipt of cash proceeds from the exercise of stock options totaling $7.3 million. Uniwheels acquisition.

Financing activities during 2014 consisted of the repurchase of our common stock for cash totaling $21.8 million and payment of cash dividends on our common stock totaling $19.4 million, partially offset by the receipt of cash proceeds from the exercise of stock options totaling $7.4 million.


2014 versus 2013

Working capital (current assets minus current liabilities) and our current ratio (current assets divided by current liabilities) were $204.0 million and 3.8:1, respectively, at December 31, 2014, versus $284.8 million and 3.9:1 at December 31, 2013.  The 2014 decrease in working capital resulted primarily from expenditures for our new Mexican wheel plant, repurchases of our common stock (see "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" in this Annual Report) and timing of activity affecting the working capital accounts. We generate our principal working capital resources primarily through operations. The decrease in working capital in 2014 primarily reflects a lower balance of cash on hand, partially offset by higher accounts receivable, prepaid aluminum costs and inventory, as well as lower accounts payable and accrued costs related to our new wheel plant in Mexico.
Activities

Net cash provided by operatingfinancing activities decreased $57.6was $701.1 million to $11.6 million for 2014,in 2017 compared to net cash used in financing activities of $37.3 million in 2017. Net cash provided by operatingfinancing activities of $69.3 million for 2013.  The primary operating activities during 2014 included net income of $8.8 million, and adjustments for non-cash items of $37.2 million, primarilywas higher in 2017 due to depreciation of $35.6 million, impairment of long-lived assets of $2.5 million and stock-based compensation expense of $2.3 million, partially offset by tax liability changes of ($5.8) million as well as net decreases in operating cash flows from changes in operating assets and liabilities totaling ($34.4) million. Changes in operating assets included a ($16.2) million increase in our accounts receivable, a ($9.3) million increase in inventory


26


and ($14.0) million higher other assets primarily duedebt issued to increases in prepaid aluminum and customer owned tooling. The changes in operating liabilities in 2014 included a $6.4 million increase for income taxes payable and a $4.8 million increase in other liabilities primarily related to deferred tooling revenues, partially offset by a ($6.1) million decrease in accounts payable.

Our principal investing activities during 2014 werefinance the funding of $112.6 million of capital expenditures and the purchase of $3.8 million of certificates of deposit, partially offset by the receipt of $3.8 million cash proceeds from maturing certificates of deposit and $1.9 million proceeds from sales of fixed assets.  Principal investing activities during 2013 included the funding of $68.0 million of capital expenditures and the purchase of $3.8 million of certificates of deposit, partially offset by the receipt of $4.0 million cash proceeds from maturing certificates of deposit.  

Our principal financing activities during 2014 consisted of the repurchase of our common stock for cash totaling $21.8 million and payment of cash dividends on our common stock totaling $19.4 million, partially offset by the receipt of cash proceeds from the exercise of stock options totaling $7.4 million. Financing activities during 2013 consisted of the repurchase of our common stock for cash totaling $8.1 million and payment of cash dividends on our common stock totaling $0.6 million, partially offset by the receipt of cash proceeds from the exercise of stock options totaling $2.9 million.

Risk Management

We are subject to various risks and uncertainties in the ordinary course of business due, in part, to the competitive global nature of the industry in which we operate, to changing commodity prices for the materials used in the manufacture of our products, and to development of new products.

We have operations in Mexico with sale and purchase transactions denominated in both pesos and dollars.  The peso is the functional currency of certain of our operations in Mexico. The settlement of accounts receivable and accounts payable transactions denominated in a non-functional currency results in foreign currency transaction gains and losses. In 2015, the value of the Mexican peso decreased by 17 percent in relation to the U.S. dollar.  For the years ended December 31, 2015 and 2014 we had foreign currency transaction losses of $1.2 million and $1.0 million, respectively, and for the year ended December 31, 2013, we had a foreign currency transaction gain of $0.2 million, which are included in other income (expense) in the Consolidated Income Statements in Item 8 - Financial Statements and Supplementary Data of this Annual Report.

Since 1990, the Mexican peso has experienced periods of relative stability followed by periods of major declines in value. The impact of changes in value of our foreign operations relative to the U.S. dollar has resulted in a cumulative unrealized translation loss at December 31, 2015 of $88.3 million. Translation gains and losses are included in other comprehensive income (loss) in the Consolidated Statements of Shareholders' Equity in Item 8 - Financial Statements and Supplementary Data of this Annual Report.

Changes in currency exchange rates may affect the relative prices at which we and our foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Due to customer requirements, a significant shift is occurring in the currency denominated in our contracts with our customers. As a result of this change we currently project that in 2015 and beyond the vast majority of our revenues will be denominated in the U.S. dollar, rather than a more balanced mix of U.S. dollar and Mexican peso. In the past we have relied upon significant revenues denominated in the Mexican peso to provide a "natural hedge" against foreign exchange rate changes impacting our peso denominated costs incurred at our facilities in Mexico. Accordingly, the foreign exchange exposure associated with peso denominated costs is a growing risk factor and could have a material adverse effect on our operating results.
We are entering into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions and forecasted future cash flows. We have implemented a program to hedge a portion of our material foreign exchange exposures, typically for up to 36 months. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures. We do not use derivative contracts for trading, market-making, or speculative purposes. For additional information on our derivatives, see Notes 4 and 15 of the Notes to the Financial Statements in Item 8 - Financial Statements and Supplementary Data of this Annual Report.

When market conditions warrant, we may enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. We previously had several purchase commitments for the delivery of natural gas through 2015. These natural gas contracts were considered to be derivatives under U.S. GAAP, and when entering into these contracts, it was expected that we would take full delivery of the contracted quantities of natural gas over the normal course of business. Accordingly, at inception, these contracts qualified for the normal purchase, normal sale ("NPNS") exemption provided for under U.S. GAAP.

27



Uniwheels acquisition.

Contractual Obligations


Contractual obligations as of December 31, 20152018 are as follows (amounts in millions):

  Payments Due by Fiscal Year
Contractual Obligations 2016 2017 2018 2019 2020 Thereafter
 Total
Retirement plans $1.6
 $1.2
 $1.5
 $1.4
 $1.5
 $48.8
 $56.0
Purchase obligations 1.1
 
 
 
 
 
 1.1
Operating leases 1.2
 0.6
 0.7
 0.4
 0.4
 2.7
 6.0
Total $3.9
 $1.8
 $2.2
 $1.8
 $1.9
 $51.5
 $63.1

The table above includes, under Purchase Obligations, amounts committed related to expansion or purchase of equipment.

   Payments Due by Fiscal Year 

Contractual Obligations

  2019   2020   2021   2022   2023   Thereafter   Total 

Long-term debt

  $3.1   $3.1   $3.9   $7.1   $7.1   $660.6   $684.9 

Retirement plans

   1.4    1.5    1.5    1.5    1.5    42.0    49.4 

Purchase obligations

   9.9    —      —      —      —      —      9.9 

Capital leases

   0.5    0.2    0.2    0.2    0.2    —      1.3 

Operating leases

   4.2    3.2    2.9    2.6    2.3    7.8    23.0 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $19.1   $8.0   $8.5   $11.4   $11.1   $710.4   $768.5 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The table above does not reflect unrecognized tax benefits and related interest and penalties of $7.3$34.3 million, for which the timing of settlement is uncertain, and a $14.2$8.8 million liability carried on our consolidated balance sheet at December 31, 2015 for derivative financial instruments maturing in 20162019 through 2018.


2022 nor the redeemable preferred stock embedded derivative liability of $3.1 million. In addition, the table does not include dividend payments due quarterly nor the redemption value of the redeemable preferred stock in 2025.

Off-Balance Sheet Arrangements


As of December 31, 2015,2018, we had no significantoff-balance sheet arrangements.


Inflation

Inflation has not had a material impact onarrangements other than factoring of $53.8 million of our results of operations or financial condition for the three years ended December 31, 2015. Cost increases in our principal raw material, aluminum, fundamentally are passed through to our customers, with timing of the pass-through dependent on the specific commercial agreements. Wage increases have averaged approximately 3 percent during this period. Cost increases for labor, other raw materials and for energy may not be recovered in our selling prices. Additionally, competitive global pricing pressures are expected to continue, which may lessen the possibility of recovering these types of cost increases in selling prices.

trade receivables.

NON-GAAP FINANCIAL MEASURES


In this annual report,Annual Report, we discuss two important measures that are not calculated according to U.S. generally accepted accounting principles (“GAAP”),GAAP, value added sales and Adjusted EBITDA.


Value added sales is a key measure that is not calculated according to GAAP. In the discussion of operating results, we provide information regarding value added sales. Value added sales representrepresents net sales less the value of aluminum and services provided by OSP’soutsourced service providers (OSPs) that are included in net sales. As discussed further below, arrangements with our customers allow us to pass on changes in aluminum prices and OSP costs; therefore, fluctuations in underlying aluminum price and the use of OSP’sOSPs generally do not directly impact our profitability. Accordingly, value added sales is worthy of being highlighted for the benefit of users of our financial statements. Our intent is to allow users of the financial statements to consider our net sales information both with and without the aluminum and OSP cost components thereof.


Fiscal Year Ended December 31,20152014201320122011
(Thousands of dollars)     
Net Sales$727,946
$745,447
$789,564
$821,454
$822,172
Less, aluminum value and OSP(367,100)(376,092)(388,973)(423,539)(442,052)
Value added sales$360,846
$369,355
$400,591
$397,915
$380,120

Management utilizes value added sales as a key metric to determine growth of the Company because it eliminates the volatility of aluminum prices.

Fiscal Year Ended December 31,

  2018  2017  2016  2015  2014 
(Thousands of dollars)                

Net Sales

  $1,501,827  $1,108,055  $732,677  $727,946  $745,447 

Less, aluminum value and OSP

   (704,640  (491,302  (323,987  (367,100  (376,092
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Value added sales

  $797,187  $616,753  $408,690  $360,846  $369,355 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted EBITDA is a key measure that is not calculated according to GAAP. Adjusted EBITDA is defined as earnings before interest income and expense, income taxes, depreciation, amortization, restructuring charges and other closure costs and impairments of long-lived assets and investments.investments, changes in fair value of redeemable preferred stock embedded derivative liability, acquisition and integration costs, CEO separation related costs, and AR factoring fees. We use Adjusted EBITDA as an important indicator of the operating performance of our business. Adjusted EBITDA is used in our internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors and evaluating short-term and long-term


28


operating trends in our operations. We believe the Adjusted EBITDA financial measure assists in providing a more complete understanding of our underlying operational measures to manage our business, to evaluate our performance compared to prior periods and the marketplace and to establish operational goals. Adjusted EBITDA is anon-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Thisnon-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies.

Adjusted EBITDA as a percentage of net sales is a key measure that is not calculated according to GAAP. Adjusted EBITDA as a percentage of net sales is defined as Adjusted EBITDA divided by net sales.

Adjusted EBITDA as a percentage of value added sales is a key measure that is not calculated according to GAAP. Adjusted EBITDA as a percentage of value added sales is defined as Adjusted EBITDA divided by value added sales.

The following table reconciles our net income, the most directly comparable GAAP financial measure, to our Adjusted EBITDA:

Fiscal Year Ended December 31,

  2018  2017  2016  2015  2014 
(Thousands of dollars)                

Net income (loss)

  $25,961  $(6,009 $41,381  $23,944  $8,803 

Interest expense (income), net

   50,097   40,004   (245  (103  (1,095

Income tax provision

   6,291   6,875   13,340   11,339   6,899 

Depreciation(1)

   68,753   54,167   34,261   34,530   35,582 

Amortization

   26,303   15,168   —     —     —   

Acquisition, integration and CEO separation costs and factoring fees(2)

   11,698   35,906   —     —     —   

Change in fair value of redeemable preferred stock embedded derivative liability(3)

   (3,480  (6,164  —     —     —   

Closure costs (excluding accelerated depreciation)(4)

   —     138   1,210   6,343   5,564 

Gain on sale of facility(4)

   —     —     (1,436  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted EBITDA

  $185,623  $140,085  $88,511  $76,053  $55,753 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted EBITDA as a percentage of net sales

   12.4  12.6  12.1  10.4  7.5

Adjusted EBITDA as a percentage of value added sales

   23.3  22.7  21.7  21.1  15.1


Fiscal Year Ended December 31,20152014201320122011
(Thousands of dollars)     
Net income$23,944
$8,803
$22,824
$30,891
$67,169
Interest (income), net(103)(1,095)(1,691)(1,252)(1,101)
Tax expense (benefit)11,339
6,899
14,017
3,598
(25,243)
Depreciation (1)
34,530
35,582
28,466
26,362
27,538
Restructuring impairment and closure costs (excluding accelerated depreciation) (2)
6,343
5,564


1,337
Loss on sale of unconsolidated affiliates




Adjusted EBITDA$76,053
$55,753
$63,616
$59,599
$69,700
Adjusted EBITDA as a percentage of net sales10.4%7.5%8.1%7.3%8.5%
Adjusted EBITDA as a percentage of value added sales21.1%15.1%15.9%15.0%18.3%

(1) Depreciation expense in 2015 and 2014 includes $1.7 million and $6.5 million, respectively of accelerated depreciation charges as a result of shortened estimated useful lives due to restructuring activities described in Note 2 - Restructuring in Notes to Consolidated Financial Statements in Item 8 - Financial Statements and Supplementary Data in this Annual Report.

(2) During 2015, we completed the shutdown of the Rogers facility which resulted in a gross margin loss of $8.0 million. We incurred $4.3 million in restructuring costs related to an impairment of fixed assets and other associated costs such as asset relocation costs. Additionally, we also experienced $2.0 million of further closure costs including inefficiencies and $1.7 million in depreciation. The adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million, which includes the $4.3 million of restructuring costs and $2.0 million of inefficiency costs related to the closure. During 2014, we recorded $3.1 of restructuring costs excluding accelerated depreciation and we impaired an investment by $2.5 million.


(1)

Depreciation expense in 2016 and 2015 includes $0.2 million and $1.7 million, respectively, of accelerated depreciation charges as a result of shortened estimated useful lives due to restructuring activities.

(2)

In 2018, we incurred approximately $9.7 million in integration costs, $1.5 million of CEO separation costs and $0.5 million of AR factoring fees. In 2017, we incurred $25.1 million of costs related to the acquisition of Uniwheels and $10.8 million in integration costs.

(3)

The change in the fair value is mainly driven by the change in our stock price from the original valuation date in May 2017. Refer to Note 12, “Redeemable Preferred Stock” in the Notes to the Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” in this Annual Report.

(4)

In the fourth quarter of 2016, we sold the Rogers facility for total proceeds of $4.3 million, resulting in a $1.4 million gain on sale. Prior to the sale in 2016, Rogers incurred $1.5 million in closure and operating costs, which included $0.3 million in depreciation. The Rogers facility Adjusted EBITDA was a negative $0.2 million in 2016 due to the $1.4 million gain on sale. During 2015, we had completed the shutdown of the Rogers facility which resulted in a gross margin loss of $8.0 million due to $4.3 million in impairment of fixed assets, $2.0 million of further closure costs and $1.7 million in depreciation. The Adjusted EBITDA impact of the Rogers facility closure for 2015 was $6.3 million, which includes the $4.3 million of restructuring costs and $2.0 million of inefficiency costs related to the closure. During 2014, we recorded $3.1 million of restructuring costs excluding accelerated depreciation and we impaired an investment by $2.5 million.

Critical Accounting Policies and Estimates


The preparation

Accounting estimates are an integral part of the consolidated financial statements in conformity with U.S. GAAP requires management to apply significant judgment in makingstatements. These estimates require the use of judgments and assumptions that affect amountsthe reported therein, as well as financial information included in this Management's Discussion and Analysis of Financial Condition and Results of Operations. These estimates and assumptions, which are based upon historical experience, industry trends, terms of various past and present agreements and contracts, and information available from other sources that are believed to be reasonable under the circumstances, form the basis for making judgments about the carrying valuesamounts of assets and liabilities, thatthe disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented. We believe the accounting estimates employed are not readily apparent through other sources. There can be no assurance thatappropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in developing estimates actual results reported in the future will notcould differ from the original estimates, requiring adjustments to these estimates, or thatbalances in future changes in these estimates will not adversely impactperiods. Refer to Note 1 to our results of operations orconsolidated financial condition. As described below, the moststatements for our significant accounting estimates inherent in the preparationpolicies related to our critical accounting estimates.

Wheel Revenue Recognition - Sales of our financial statements include estimatesproducts and assumptions as to revenue recognition, inventory valuation, amortization of preproduction costs, impairment of and the estimated useful lives of our long-lived assets and the fair value of stock-based compensation, as well as those used in the determination of liabilities related to self-insured portions of employee benefits, workers' compensation and derivatives and deferred income taxes.


Wheel Revenue Recognition - Our products are manufactured to customer specifications under standard purchase orders. We ship our products to OEM customers based on release schedules provided weekly by our customers. Our sales and production levels

29


are highly dependent upon the weekly forecasted production levels of our customers. Sales of these products, net of estimated pricing adjustments, and their related costs are recognized when title and risk of losscontrol transfers to the customer, generally upon shipment. Tooling reimbursement revenues, related to initial tooling reimbursed by our customers, are deferred and recognized over the expected life of the wheel program on a straight-line basis. A portion of our selling prices to OEM customers is attributable to the aluminum content of our wheels. Our selling prices are adjusted periodically for changes in the current aluminum market based upon specified aluminum price indices during specific pricing periods, as agreed with our customers. See Preproduction CostsOur selling prices also incorporate a wheel weight price component which is based on customer product specifications. Weights are monitored, and Revenue Recognition Relatedprices are adjusted as variations arise. Customer contract prices are generally adjusted quarterly to Long-Term Supply Arrangements below for a discussion of tooling reimbursement revenues.

Derivative Financial Instrumentsincorporate these retroactive price adjustments. Price adjustments due to production efficiencies are generally recognized as and Hedging Activitieswhen negotiated with customers.

Redeemable Preferred Stock Embedded Derivative -In orderaddition to hedge exposure related to fluctuations in foreign currency rates and the cost of certain commodities used in the manufacture of our products, we periodically may purchase derivative financial instruments suchused in hedging activities, we issued redeemable preferred stock as forward contracts,a part of the financing for the acquisition of our European business. The redeemable preferred stock includes embedded derivatives relating to the conversion and early redemption options. Accordingly, we have recorded an embedded derivative liability representing the combined fair value of the right of holders to receive common stock upon conversion of redeemable preferred stock at any time (the “conversion option”) and the right of the holders to exercise their early redemption option upon the occurrence of a redemption event (the “early redemption option”). The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of redeemable preferred stock embedded derivative liability” financial statement line item of the Company’s Consolidated Income Statement.

A binomial option pricing model is used to estimate the fair value of the conversion and early redemption options or collars to offset or mitigateembedded in the impact of such fluctuations. Programs to hedge currency rate exposure may address ongoing transactions including, foreign-currency-denominated receivables and payables, as well as specific transactions related to purchase obligations. Programs to hedge exposure to commodity cost fluctuations would beredeemable preferred stock. The binomial model utilizes a “decision tree” whereby future movement in the Company’s common stock price is estimated based on underlying physical consumptionthe volatility factor. The binomial options pricing model requires the development and use of such commodity. At December 31, 2015, we held forward currency exchange contracts as discussed below.


We account for our derivative instruments as either assets or liabilities and carry them at fair value.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portionassumptions. These assumptions include estimated volatility of the gainvalue of our common stock, assumed possible conversion or loss on the derivative instrument is reported as a component of accumulated other comprehensive income ("AOCI") in shareholders’ equityearly redemption dates, an appropriate risk-free interest rate, risky bond rate and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For forward exchange contracts designated as cash flow hedges, changes in the time value are included in the definition of hedge effectiveness. Accordingly, any gains or losses related to this component are reported as a component of AOCI in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. Derivatives that do not qualify as hedges are adjusted to fair value through current income.dividend yield. See Note 4 - Derivative5, “Derivative Financial InstrumentsInstruments” in Notes to Consolidated Financial Statements in Item 8 for further discussion of derivatives.

We enter into contracts to purchase certain commodities used in the manufacture of our products, such as aluminum, natural gas, and other raw materials. Our natural gas contracts were considered to be derivative instruments under US GAAP. However, upon entering into these contracts, we expected to fulfill our purchase commitments and take full delivery of the contracted quantities of natural gas during the normal course of business. Accordingly, under U.S. GAAP, these purchase contracts are not accounted for as derivatives because they qualify for the normal purchase normal sale exception under U.S. GAAP, unless there is a change in the facts or circumstances that causes management to believe that these commitments would not be used in the normal course of business. See Note 15 - Commitments and Contingent Liabilities in Notes to Consolidated Financial Statements in Item 8 for additional information pertaining to these purchase commitments.

embedded derivatives.

Fair Value Measurements -The companyCompany applies fair value accounting for all financial assets and liabilities andnon-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, while other assets and liabilities are measured at fair value on a nonrecurring basis, such as when we have an asset impairment. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Our derivatives areover-the-counter customized derivative transactions and are not exchange traded. We estimate the fair value of these instruments using industry-standard valuation models such as a discounted cash flow. These models project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates, foreign exchange rates, commodity prices and the contractual terms of the derivative instruments. The discount rate used is the relevant interbank deposit rate (e.g., LIBOR) plus an adjustment fornon-performance risk. In certain cases, market data may not be available, and we may use broker quotes and models (e.g., Black-Scholes) to determine fair value. This includes situations where there is lack of liquidity for a particular currency or commodity or when the instrument is longer dated.



30


Inventories - Inventories are stated at the lower of cost or market value and categorized as raw material, work-in-process or finished goods. When necessary, management uses estimates of net realizable value to record inventory reserves for obsolete and/or slow-moving inventory. Our inventory values, whichredeemable preferred shares embedded derivatives are based upon standard costsLevel 3 unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the liability - refer to Note 5, “Derivative Financial Instruments” in the Notes to Consolidated Financial Statements in Item 8.

Impairment of Goodwill - As of December 31, 2018 and 2017, we had recorded goodwill of $291.4 million and 304.8 million, respectively, as a result of our acquisition of our European business on May 30, 2017. Goodwill is not amortized but is tested for raw materialsimpairment on at least an annual basis.

We conducted the annual goodwill impairment testing as of December 31, 2018. The Company evaluated its goodwill using a quantitative approach. The identification of potential impairment involves comparing our Europe reporting unit’s estimated fair value to its carrying value, including goodwill. In performing our valuation, we utilized an income approach and labora market approach to determine fair value. The income approach is based on projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and overhead established atrisk of cash flows. The discount rate used is the beginningweighted average of an estimated cost of equity and of debt (“weighted average cost of capital”). The weighted average cost of capital is adjusted as necessary to reflect risk associated with the business of the year,Europe reporting unit. Business forecasts are adjusted to actual costsbased on a first-in, first-out ("FIFO") basis. Currentestimated production volumes, product prices and expenses, including raw material pricescost, wages, energy and laborother expenses. Other significant assumptions include terminal value cash flow and overhead costs are utilizedgrowth rates, future capital expenditures and changes in developing these adjustments.


Preproduction Costsfuture working capital requirements. The market approach is based on the observed ratios of enterprise value to earnings before interest, taxes, depreciation and Revenue Recognition Related to Long-Term Supply Arrangements - We incur preproduction engineeringamortization (EBITDA) of

comparable, publicly traded companies. The market approach fair value is determined by multiplying historical and tooling costs relatedanticipated financial metrics of the Europe reporting unit by the EBITDA pricing multiples derived from the comparable, publicly traded companies. Our assessment indicated that the fair value of the European reporting unit exceeded its respective carrying value by approximately $12.2 million, or approximately 2%, which is reasonable given the relative proximity of the goodwill impairment testing date to the products producedacquisition date, as well as the business’ performance since acquisition.

Retirement Plans - Subject to certain vesting requirements, our unfunded retirement plan generally provides for our customers under long-term supply agreements. We expense all preproduction engineering costs fora benefit based on final average compensation, which reimbursement is not contractually guaranteed bybecomes payable on the customeremployee’s death or thatupon attaining age 65, if retired. The net periodic pension cost and related benefit obligations are in excessbased on, among other things, assumptions of the contractually guaranteed reimbursement amount. We amortizediscount rate and the costmortality of the customer-owned tooling over the expected life of the wheel program on a straight line basis. Also, we defer any reimbursements made to us by our customerparticipants. The net periodic pension costs and recognize the tooling reimbursement revenue over the same period in which the tooling is in use. Changesrelated obligations are measured using actuarial techniques and assumptions. See Note 18, “Retirement Plans” in the facts and circumstances of individual wheel programs may accelerate the amortization of both the cost of the customer-owned tooling and the deferred tooling reimbursement revenues. Recognized tooling reimbursement revenues totaled approximately $5.8 million, $8.2 million and $9.3 million, in 2015, 2014 and 2013, respectively, and are included in net sales in theNotes to Consolidated IncomeFinancial Statements in Item 8 - Financial Statements and Supplementary Datafor a description of this Annual Report. these assumptions.

The following tables summarizeinformation illustrates the unamortized customer-owned tooling costs includedsensitivity to a change in certain assumptions of our long-term other assets,unfunded retirement plans as of December 31, 2018. Note that these sensitivities may be asymmetrical and are specific to 2018. They also may not be additive, so the deferred tooling revenues includedimpact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.

The effect of the indicated increase (decrease) in accrued expenses and other non-current liabilities:


December 31, 2015 2014
(Dollars in Thousands)  
Unamortized Preproduction Costs    
Preproduction costs $73,095
 $65,621
Accumulated amortization (58,632) (53,408)
Net preproduction costs $14,463
 $12,213
     
Deferred Tooling Revenue    
Accrued expenses $2,908
 $4,833
Other non-current liabilities 1,266
 2,449
Total deferred tooling revenue $4,174
 $7,282

selected factors is shown below (in thousands):

      Increase (Decrease) in: 

Assumption

  Percentage
Change
  Projected Benefit
Obligation at
December 31,
2018
   2019 Net
Periodic
Pension
Cost
 

Discount rate

   +1.0 $(2,883  $(101

Rate of compensation increase

   +1.0 $306   $41 

Impairment of Long-Lived Assets and Investments - In accordance with U.S. GAAP, managementManagement evaluates the recoverability and estimated remaining lives of long-lived assets whenever facts and circumstances suggest that the carrying value of the assets may not be recoverable or the useful life has changed. See Note 1, - Summary“Summary of Significant Accounting PoliciesPolicies” in the Notes to Consolidated Financial Statements in Item 8 for further discussion of asset impairments.


When facts and circumstances indicate that there may have been a loss in value, management will also evaluate its cost and equity method investments

Valuation of Deferred Tax Assets -The ability to determine whether there was an other-than-temporary impairment. If a lossrealize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the value of the investmenttax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is determined torequired or should be other than temporary, then the decline in valueadjusted is recognized in earnings. See Note 9 - Investment in Unconsolidated Affiliate in Notes to Consolidated Financial Statements in Item 8 for discussion of our investment.


Retirement Plans - Subject to certain vesting requirements, our unfunded retirement plan generally provides for a benefit based on final average compensation, which becomes payable onan evaluation of possible sources of taxable income and also considers all available positive and negative evidence factors. Our accounting for the employee's death or upon attaining age 65, if retired. The net periodic pension cost and related benefit obligations are based on, among other things, assumptions of the discount rate, future salary increases and the mortality of the participants. The net periodic pension costs and related obligations are measured using actuarial techniques and assumptions. See Note 12 - Retirement Plans in Notes to Consolidated Financial Statements in Item 8 for a description of these assumptions.

The following information illustrates the sensitivity to a change in certain assumptions of our unfunded retirement plans as of December 31, 2015. Note that these sensitivities may be asymmetrical, and are specific to 2015. They also may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.




31


The effect of the indicated increase (decrease) in selected factors is shown below (in thousands):
      Increase (Decrease) in:
      Projected Benefit  
  Percentage Obligation at 2015 Net Periodic
Assumption Change December 31, 2015 Pension Cost
Discount rate +1.0%  $(3,319) $(178)
Rate of compensation increase +1.0%  $495
 $63

Stock-Based Compensation - We account for stock-based compensation using the fair value recognition in accordance with U.S. GAAP. We use the Black-Scholes option-pricing model to determine the fair value of any stock options granted, which requires us to make estimates regarding dividend yields on our common stock, expected volatility in the price of our common stock, risk free interest rates, forfeiture rates and the expected life of the option. To the extent these estimates change, our stock-based compensation expense would change as well. The fair value of any restricted shares awarded is calculated using the closing market price of our common stock on the date of issuance. We recognize these compensation costs net of the applicable forfeiture rates and recognize the compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of three or four years. We estimated the forfeiture rate based on our historical experience.

Workers' Compensation and Loss Reserves - We self-insure any losses arising out of workers' compensation claims. Workers' compensation accruals are based upon reported claims in process and actuarial estimates for losses incurred but not reported. Loss reserves, including incurred but not reported reserves, are estimated using actuarial methods and ultimate settlements may vary significantly from such estimates due to increased claim frequency or the severity of claims.

Accounting for Income Taxes - We account for income taxes using the asset and liability method. The asset and liability method requires the recognitionvaluation of deferred tax assets and liabilities for expectedrepresents our best estimate of future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis ofevents. Changes in our assets and liabilities. We calculate current andestimates, due to unanticipated market conditions, governmental legislative actions or events, could have a material effect on our ability to utilize deferred tax provisions based on estimates and assumptions that could differ from actual results reflected on the income tax returns filed during the following years. Adjustments based on filed returns are recorded when identified in the subsequent years.

The effect on deferred taxes for a change in tax rates is recognized in income in the period that the tax rate change is enacted. In assessing the realizability ofassets. At December 31, 2018 total deferred tax assets we consider whether it is more likely than not that some portion of thewere $84.6 million and valuation allowances against those deferred tax assets will not be realized. A valuation allowance is provided for deferred income tax assets when, inwere $16.6 million. Refer to Note 15 to our judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. We believe that the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in the United States and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material.

In determining when to release the valuation allowance established against our net deferred income tax assets, we consider all available evidence, both positive and negative.  Consistent with our policy, the valuation allowance against our net deferred income tax assets will not be reversed until such time as we have generated three years of cumulative pre-tax income and have reached sustained profitability, which we define as two consecutive one year periods of pre-tax income.

We account for our uncertain tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for uncertain tax positions recognized. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority, or the statute of limitations expires. Positions previously recognized are derecognized when we subsequently determine the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits, and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates.


32


Presently, we have not recorded a deferred tax liability for temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration. These temporary differences may become taxable upon a repatriation of earnings from the subsidiaries or a sale or liquidation of the subsidiaries. Generally, the U.S. income taxes imposed on the repatriated earnings would be reduced by foreign income taxes paid on the earnings. At this time the company does not have any plans to repatriate additional income from its foreign subsidiaries.

New Accounting Standards

In May 2014, the FASB issued an Accounting Standards Update ("ASU') entitled “Revenue from Contracts with Customers.” The ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In August 2015, the FASB approved a one-year deferral of the effective date. Under the standard it is required to be adopted by public business entities in annual periods beginning on or after December 15, 2017. Early application is not permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In June 2014, the FASB issued an ASU entitled "Compensation - Stock Compensation." The ASU provides guidance on when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance becomes effective for annual reporting periods beginning after December 15, 2015, and early adoption is permitted.  We are currently evaluating the impact this guidance will have on our financial position and results of operations.

In February 2015, the FASB issued an ASU entitled “Consolidation.” The ASU includes amendments to the consolidation analysis which are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption, including adoption in interim periods, is permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In April 2015, the FASB issued an ASU entitled “Compensation - Retired Benefits.” The ASU provides practical expedients for the measurement date of an employer's defined benefit obligation and plan assets. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In July 2015, the FASB issued an ASU entitled“Simplifying the Measurement of Inventory.” The ASU replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. It is to be applied prospectively and early adoption is permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In September 2015, the FASB issued an accounting standards update with new guidance that eliminates the requirement in a business combination to restate prior periodconsolidated financial statements for measurement period adjustments. Instead, measurement period adjustments will be recognized in the reporting period in which the adjustment is identified. The standards update is effective for fiscal years and interim periods beginning after December 15, 2015. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date of this update with early adoption permitted for financial statements that have not been issued. We will adopt this standards update as required and recognize any such future adjustments accordingly.

 In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU 2015-17 requires entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet instead of separating into current and noncurrent amounts. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, on a prospective or retrospective basis. Early adoption is permitted for all companies in any interim or annual period. ASU 2015-17 was early adopted as of December 31, 2015 on a prospective basis and prior periods have not been restated. The adoption of ASU 2015-17 did not have an impact on the Company's consolidated results of operations, net assets, or cash flows. See Note 10 for additional information regarding deferred tax assets and liabilities.

In February of 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial

33


statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

information.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Foreign Currency.    A significant portion of our We have business operations are conducted in Mexico.the United States, Mexico, Germany and Poland. As a result, we have a certain degree of market risk with respect to our cash flows due to changes in foreign currency exchange rates when transactions are denominated in currencies other than our functional currency, including inter-company transactions. Historically, we have not actively engaged in substantial exchange rate hedging activities and, prior to 2014, we had not entered into any significant foreign exchange contracts. However, as a result of customer requirements, a significant shift is occurring in the currency denominated in our contracts with our customers. As a result of this change, we currently project that in 2016 and beyond the vast majority of our revenues will be denominated in the U.S. dollar, rather than a more balanced mix of U.S. dollar and Mexican peso. In the past we have relied upon significant revenues denominated in the Mexican peso to provide a "natural hedge" against foreign exchange rate changes impacting our peso denominated costs incurred at our facilities in Mexico. Accordingly, the foreign exchange exposure associated with peso denominated costs is a growing risk that could have a material adverse effect on our operating results.


In accordance with our corporate risk management policies, we may enter into foreign currency forward, swap and option contracts with financial institutions to protect againstmitigate foreign exchange riskscurrency exposures associated with certain

existing assets and liabilities, certain firmly committed transactions and forecasted future cash flows. We have implemented a program to hedge a portion of our materialPeso, Zloty and Euro foreign exchange exposures, typicallyexposure, for up to 36approximately 48 months. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures. We do not use derivative contracts for trading, market-making, or speculative purposes. For additional information on our derivatives, see Note 4 - Derivative5, “Derivative Financial Instruments and Note 15 - Commitments and Contingent LiabilitiesInstruments” in the Notes to Consolidated Financial Statements in Item 8.


At December 31, 20152018, the net fair value liability of foreign currency exchange derivatives with an aggregate notional value of $513.1 million was $14.0$3.1 million. The potential loss in fair value forof such financial instruments from a 10%10 percent adverse change in quoted foreign currency exchange rates would be $14.2$51.7 million at December 31, 2015.


During 2015,2018.

In addition to operational foreign currency exposure, we have issued notes with a face value of €250 million maturing June 15, 2025. We have entered into a cross currency swap with a notional value of $12.2 million to hedge a portion of the Mexican pesoforeign currency exposure relating to U.S. dollar exchange rate averaged 15.8 pesos to $1.00. Based on the balance sheet atthis debt. At December 31, 2015,2018, the fair value liability associated with this swap was $ 0.2 million. The potential loss in fair of net assets for our operations in Mexico was 2,279 million pesos. Accordingly,this instrument from a 10 percent adverse change in the relationship between the peso and the U.S. dollar may result in a translation impact of between $13.1 million and $16.0 million, whichquoted foreign currency exchange rates would be recognized in other comprehensive income (loss).


Our business requires us to settle transactions between currencies in both directions - i.e., peso to U.S. dollar and vice versa. To the greatest extent possible, we attempt to match the timing of transaction settlements between currencies to create a “natural hedge.” For the full year 2015, we had a $1.2 million net foreign exchange transaction loss related to the peso. Based on the current business model and levels of production and sales activity, the net imbalance between currencies depends on specific circumstances. As discussed above, while changes in the terms of the contracts with our customers will be creating an imbalance between currencies that we are hedging with foreign currency forward contracts, there can be no assurances that our hedging program will effectively offset the impact of the imbalance between currencies or that the net transaction balance will not change significantly in the future.

Natural Gas Purchase Commitments.$29.4 million.

Commodity Price Risk. When market conditions warrant, we may enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas.gas and other raw materials. Our OEM customer contracts generally provide for price adjustment based on fluctuations in aluminum costs, however our European aftermarket customer contracts do not include such price adjustments. As a consequence, our European business has entered into forward contracts to hedge price fluctuations in its aluminum raw materials for the aftermarket business. At December 31, 2018, the fair value liability of forward contracts for aluminum with a notional value of $10.8 million was $0.9 million. The potential loss in fair value for such financial instruments from a 10 percent adverse change in aluminum prices would be $1.1 million at December 31, 2018.

Interest Rate Risk.At December 31, 2018, approximately $382.8 million of our debt bears interest at variable rates, currently 6.3 percent. A 100 basis point change in our rate would result in an increase or decrease of $3.8 million. We have entered into interest rate swaps exchanging floating for fixed rate interest payments in order to reduce interest rate volatility. As of December 31, 2018, we have executed interest rate swaps for $90.0 million, maturing $25.0 million March 31, 2019, $30.0 million September 30, 2019, and $35.0 million December 31, 2019. In addition, on January 10, 2019 we entered into additional interest rate swaps for $200 million, maturing $50 million September 30, 2022 and $150 million December 31, 2022. In the future, we may again enter into interest rate swaps to reduce interest rate volatility. However, under no circumstances dowe may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into derivatives or other financial instrument transactions for speculative purposes. At December 31, 2015, we had no natural gas purchase agreements outstanding.may not fully mitigate our interest rate risk.


See the section captioned "Risk Management" in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for a further discussion about the market risk we face.


34


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to the Consolidated Financial Statements of Superior Industries International, Inc.





35


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors and Shareholders of

Superior Industries International, Inc.
Southfield, Michigan

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Superior Industries International, Inc. and subsidiaries (the “Company”) as of December 27, 201531, 2018 and December 28, 2014, and31, 2017, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the periods ended December 27, 2015,31, 2018, December 28, 2014,31, 2017, and December 29, 2013. Our audits also included25, 2016, and the financial statementrelated notes and the schedule listed in the Index at Item 15. 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and December 31, 2017, and the results of its operations and its cash flows for each of the three years in the periods ended December 31, 2018, December 31, 2017, and December 25, 2016, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 7, 2019, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements and financial statement schedule based on our audits.


We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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


In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Superior Industries International, Inc. and subsidiaries as of December 27, 2015 and December 28, 2014, and the results of their operations and their cash flows for each of the three years ended December 27, 2015, December 28, 2014, and December 29, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 27, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP


Detroit, Michigan

March 11, 20167, 2019

We have served as the Company’s auditor since 2009.


36


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors and Shareholders of

Superior Industries International, Inc.
Southfield, Michigan

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Superior Industries International, Inc. and subsidiaries (the “Company”) as of December 27, 2015,31, 2018, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2018, of the Company and our report dated March 7, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.


We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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


Definition and Limitations of Internal Control over Financial Reporting

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


Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 27, 2015 of the Company and our report dated March 11, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP


Detroit, Michigan

March 11, 20167, 2019


37


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED INCOME STATEMENTS

(Dollars in thousands, except per share data)


Fiscal Year Ended December 31, 2015 2014 2013
NET SALES $727,946
 $745,447
 $789,564
Cost of sales:      
Cost of sales 650,717
 686,796
 725,503
Restructuring costs (Note 2) 6,012
 8,429
 
  656,729
 695,225
 725,503
GROSS PROFIT 71,217
 50,222
 64,061
Selling, general and administrative expenses 34,923
 32,309
 29,468
INCOME FROM OPERATIONS 36,294
 17,913
 34,593
       
Interest income, net 103
 1,095
 1,691
Other (expense) income, net (1,114) (3,306) 557
INCOME BEFORE INCOME TAXES 35,283
 15,702
 36,841
       
Income tax provision (11,339) (6,899) (14,017)
NET INCOME $23,944
 $8,803
 $22,824
EARNINGS PER SHARE - BASIC $0.90
 $0.33
 $0.83
EARNINGS PER SHARE - DILUTED $0.90
 $0.33
 $0.83


Fiscal Year Ended December 31,

  2018  2017  2016 

NET SALES

  $1,501,827  $1,108,055  $732,677 

Cost of sales:

    

Cost of sales

   1,338,300   1,005,020   645,015 

Restructuring costs

   —     138   1,458 
  

 

 

  

 

 

  

 

 

 

Total cost of sales

   1,338,300   1,005,158   646,473 
  

 

 

  

 

 

  

 

 

 

GROSS PROFIT

   163,527   102,897   86,204 

Selling, general and administrative expenses

   77,722   81,379   31,602 
  

 

 

  

 

 

  

 

 

 

INCOME FROM OPERATIONS

   85,805   21,518   54,602 

Interest (expense) income, net

   (50,097  (40,004  245 

Other (expense) income, net

   (6,936  13,188   (126

Change in fair value of redeemable preferred stock embedded derivative liability

   3,480   6,164   —   
  

 

 

  

 

 

  

 

 

 

CONSOLIDATED INCOME BEFORE INCOME TAXES

   32,252   866   54,721 

Income tax provision

   (6,291  (6,875  (13,340
  

 

 

  

 

 

  

 

 

 

CONSOLIDATED NET INCOME (LOSS)

   25,961   (6,009  41,381 

Less: Net (income) attributable tonon-controlling interest

   —     (194  —   
  

 

 

  

 

 

  

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO SUPERIOR

  $25,961  $(6,203 $41,381 
  

 

 

  

 

 

  

 

 

 

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SUPERIOR – BASIC

  $0.29  $(1.01 $1.63 
  

 

 

  

 

 

  

 

 

 

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SUPERIOR – DILUTED

  $0.29  $(1.01 $1.62 
  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


38


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)



Fiscal Year Ended December 31, 2015 2014 2013
       
Net income $23,944
 $8,803
 $22,824
Other comprehensive (loss) income, net of tax:      
Foreign currency translation loss (16,810) (13,369) (521)
Change in unrecognized losses on derivative instruments:      
Change in fair value of derivatives (7,189) (7,598) 
Tax benefit 2,665
 2,833
 
Change in unrecognized losses on derivative instruments, net of tax (4,524) (4,765) 
Defined benefit pension plan:      
Actuarial gains (losses) on pension obligation, net of curtailments and amortization 1,807
 (4,686) 4,477
Tax (provision) benefit (761) 1,758
 (1,705)
Pension changes, net of tax 1,046
 (2,928) 2,772
Other comprehensive (loss) income, net of tax (20,288) (21,062) 2,251
Comprehensive income (loss) $3,656
 $(12,259) $25,075

Fiscal Year Ended December 31,  2018  2017  2016 

Net income (loss) attributable to Superior

  $25,961  $(6,203 $41,381 

Other comprehensive (loss) income, net of tax:

    

Foreign currency translation (loss) gain

   (23,924  29,822   (16,904

Change in unrecognized gains (losses) on derivative instruments:

    

Change in fair value of derivatives

   7,221   14,067   (11,062

Tax (provision) benefit

   (1,928  (6,464  4,250 
  

 

 

  

 

 

  

 

 

 

Change in unrecognized gains (losses) on derivative instruments, net of tax

   5,293   7,603   (6,812

Defined benefit pension plan:

    

Actuarial gains (losses) on pension obligation, net of curtailments and amortization

   2,924   (1,931  799 

Tax (provision) benefit

   (667  310   (295
  

 

 

  

 

 

  

 

 

 

Pension changes, net of tax

   2,257   (1,621  504 
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, net of tax

   (16,374  35,804   (23,212
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to Superior

  $9,587  $29,601  $18,169 
  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.




39


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


Fiscal Year Ended December 31,2015 2014
ASSETS   
Current assets:   
Cash and cash equivalents$52,036
 $62,451
Short-term investments950
 3,750
Accounts receivable, net112,588
 102,493
Inventories61,769
 74,677
Income taxes receivable1,104
 3,740
Deferred income taxes, net
 9,897
Other current assets14,476
 17,768
Assets held for sale2,897
 1,235
Total current assets245,820
 276,011
Property, plant and equipment, net234,646
 255,035
Investment in unconsolidated affiliate2,000
 2,000
Non-current deferred income taxes, net25,598
 17,852
Other non-current assets31,865
 29,012
Total assets$539,929
 $579,910
    
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
Current liabilities: 
  
Accounts payable$20,913
 $23,938
Accrued expenses46,214
 48,024
Income taxes payable6,735
 
Total current liabilities73,862
 71,962
    
Non-current income tax liabilities4,510
 13,621
Non-current deferred income tax liabilities, net8,094
 15,122
Other non-current liabilities39,551
 40,199
Commitments and contingent liabilities (Note 15)
 
Shareholders' equity: 
  
Preferred stock, $0.01 par value 
  
Authorized - 1,000,000 shares 
  
Issued - none
 
Common stock, $0.01 par value 
  
Authorized - 100,000,000 shares 
  
Issued and outstanding - 26,098,895 shares   
(26,730,247 shares at December 31, 2014)88,108
 81,473
Accumulated other comprehensive loss(101,713) (81,425)
Retained earnings427,517
 438,958
Total shareholders' equity413,912
 439,006
Total liabilities and shareholders' equity$539,929
 $579,910

Fiscal Year Ended December 31,

  2018  2017 

ASSETS

   

Current assets:

   

Cash and cash equivalents

  $47,464  $46,360 

Short-term investments

   750   750 

Accounts receivable, net

   104,649   160,167 

Inventories, net

   175,578   173,999 

Income taxes receivable

   6,791   6,929 

Other current assets

   35,189   29,178 
  

 

 

  

 

 

 

Total current assets

   370,421   417,383 

Property, plant and equipment, net

   532,767   536,686 

Non-current deferred income tax assets, net

   42,105   54,302 

Goodwill

   291,434   304,805 

Intangibles, net

   168,369   203,473 

Othernon-current assets

   46,520   34,603 
  

 

 

  

 

 

 

Total assets

  $1,451,616  $1,551,252 
  

 

 

  

 

 

 

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY

   

Current liabilities:

   

Accounts payable

  $107,274  $118,424 

Short-term debt

   3,052   4,000 

Accrued expenses

   65,662   68,786 

Income taxes payable

   2,475   3,849 
  

 

 

  

 

 

 

Total current liabilities

   178,463   195,059 

Long-term debt (less current portion)

   661,426   679,552 

Embedded derivative liability

   3,134   4,685 

Non-current income tax liabilities

   9,046   5,731 

Non-current deferred income tax liabilities, net

   18,664   28,539 

Othernon-current liabilities

   49,306   47,269 

Commitments and contingent liabilities (Note 22)

   —     —   

Mezzanine equity:

   

Preferred stock, $0.01 par value

   

Authorized - 1,000,000 shares

Issued and outstanding - 150,000 shares outstanding at December 31, 2018 and December 31, 2017

   144,463   144,694 

Europeannon-controlling redeemable equity

   13,849   —   

Shareholders’ equity:

   

Common stock, $0.01 par value

   

Authorized - 100,000,000 shares

   

Issued and outstanding - 25,019,237 and 24,917,025 shares at December 31, 2018 and December 31, 2017)

   87,723   89,755 

Accumulated other comprehensive loss

   (105,495  (89,121

Retained earnings

   391,037   393,146 
  

 

 

  

 

 

 

Superior shareholders’ equity

   373,265   393,780 

Non-controlling interests

   —     51,943 
  

 

 

  

 

 

 

Total shareholders’ equity

   373,265   445,723 
  

 

 

  

 

 

 

Total liabilities, mezzanine equity and shareholders’ equity

  $1,451,616  $1,551,252 
  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


40


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS'SHAREHOLDERS’ EQUITY

FISCAL YEAR ENDED DECEMBER 31, 2013

(Dollars in thousands, except per share data)

     Accumulated Other Comprehensive Income (Loss)    
 Common Stock Unrecognized        
 Number of Shares Amount Gains/Losses on Derivative Instruments Pension Obligations Cumulative Translation Adjustment Retained Earnings Total
BALANCE AT FISCAL YEAR END 201227,295,488
 $71,819
 $
 $(5,030) $(57,584) $457,700
 $466,905
              
Net income          22,824
 22,824
Change in employee benefit plans, net of taxes      2,772
   
 2,772
Net foreign currency translation adjustment      
 (521) 
 (521)
Stock options exercised198,296
 2,865
   
 
 
 2,865
Restricted stock awards granted, net of forfeitures82,965
 
   
 
 
 
Stock-based compensation expense
 2,685
   
 
 
 2,685
Tax impact of stock options
 (899)   
 
 
 (899)
Common stock repurchased(421,199) (1,165)   
 
 (6,968) (8,133)
Cash dividends declared ($0.20 per share)
 
   
 
 (5,435) (5,435)
BALANCE AT FISCAL YEAR END 201327,155,550
 $75,305
 $
 $(2,258) $(58,105) $468,121
 $483,063

        Accumulated Other Comprehensive
Income (Loss)
  Retained
Earnings
  Total 
 Common Stock  Unrecognized
Gains (Losses)
on Derivative
Instruments
  Pension
Obligations
  Cumulative
Translation
Adjustment
 
 Number of
Shares
  Amount 

BALANCE AT DECEMBER 31, 2015

  26,098,895  $88,108  $(9,289 $(4,140 $(88,284 $427,517  $413,912 

Net income

  —     —     —     —     —     41,381   41,381 

Change in unrecognized gains/losses on derivative instruments, net of tax

  —     —     (6,812  —     —     —     (6,812

Change in employee benefit plans, net of taxes

  —     —     —     504   —     —     504 

Net foreign currency translation adjustment

  —     —     —     —     (16,904  —     (16,904

Stock options exercised

  86,908   1,641   —     —     —     —     1,641 

Common stock issued, net of shares withheld for employee taxes

  (1,165  —     —     —     —     —     —   

Stock-based compensation

  —     3,618   —     —     —     —     3,618 

Tax impact of stock options

  —     92   —     —     —     —     92 

Common stock repurchased

  (1,040,688  (3,543  —     —     —     (17,176  (20,719

Cash dividends declared ($0.72 per
share)

  —     —     —     —     —     (18,487  (18,487
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2016

  25,143,950  $89,916  $(16,101 $(3,636 $(105,188 $433,235  $398,226 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


41


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS'SHAREHOLDERS’ EQUITY

FISCAL YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands, except per share data)



     Accumulated Other Comprehensive Income (Loss)    
 Common Stock Unrecognized        
 Number of Shares Amount Gains/Losses on Derivative Instruments Pension Obligations Cumulative Translation Adjustment Retained Earnings Total
BALANCE AT FISCAL YEAR END 201327,155,550
 $75,305
 $
 $(2,258) $(58,105) $468,121
 $483,063
              
Net income          8,803
 8,803
Change in unrecognized gains/losses on derivative instruments, net of tax    (4,765)     
 (4,765)
Change in employee benefit plans, net of taxes    
 (2,928)   
 (2,928)
Net foreign currency translation adjustment    
 
 (13,369) 
 (13,369)
Stock options exercised453,745
 7,423
 
 
 
 
 7,423
Restricted stock awards granted, net of forfeitures210,512
 
 
 
 
 
 
Stock-based compensation expense
 2,315
 
 
 
 
 2,315
Tax impact of stock options
 (416) 
 
 
 
 (416)
Common stock repurchased(1,089,560) (3,154) 
 
 
 (18,636) (21,790)
Cash dividends declared ($0.72 per share)
 
 
 
 
 (19,330) (19,330)
BALANCE AT FISCAL YEAR END 201426,730,247
 $81,473
 $(4,765) $(5,186) $(71,474) $438,958
 $439,006


        Accumulated Other Comprehensive
Income (Loss)
  Retained
Earnings
  Non-
Controlling
Interest
  Total 
    Unrecognized
Gains (Losses)
on Derivative
Instruments
  Pension
Obligations
  Cumulative
Translation
Adjustment
 
  Common Stock 
 Number of
Shares
  Amount 

BALANCE AT DECEMBER 31, 2016

  25,143,950  $89,916  $(16,101 $(3,636 $(105,188 $433,235  $—   $398,226 

Consolidated net income (loss)

  —     —     —     —     —     (6,203  194   (6,009

Change in unrecognized gains/losses on derivative instruments, net of tax

  —     —     7,603   —     —     —     —     7,603 

Change in employee benefit plans, net of taxes

  —     —     —     (1,621  —     —     —     (1,621

Net foreign currency translation adjustment

  —     —     —     —     29,822   —     4,267   34,089 

Stock options exercised

  2,000   41   —     —     —     —     —     41 

Common stock issued, net of shares withheld for employee taxes

  (13,084  —     —     —     —     —     —     —   

Stock-based compensation

  —     889   —     —     —     —     —     889 

Common stock repurchased

  (215,841  (777  —     —     —     (4,237  —     (5,014

Cash dividends declared

  —     —     —     —     —     (10,737  —     (10,737

($0.45 per share)

       

Redeemable preferred dividend and accretion

  —     —     —     —     —     (18,912  —     (18,912

Non-controlling interest

  —     —     —     —     —     —     63,200   63,200 

Uniwheels additional tenders

  —     (314  —     —     —     —     (15,718  (16,032
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2017

  24,917,025  $89,755  $(8,498 $(5,257 $(75,366 $393,146  $51,943  $445,723 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.



42


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS'SHAREHOLDERS’ EQUITY

FISCAL YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands, except per share data)



     Accumulated Other Comprehensive Income (Loss)    
 Common Stock Unrecognized        
 Number of Shares Amount Gains/Losses on Derivative Instruments Pension Obligations Cumulative Translation Adjustment Retained Earnings Total
BALANCE AT FISCAL YEAR END 201426,730,247
 $81,473
 $(4,765) $(5,186) $(71,474) $438,958
 $439,006
              
Net income          23,944
 23,944
Change in unrecognized gains/losses on derivative instruments, net of tax    (4,524)     
 (4,524)
Change in employee benefit plans, net of taxes    
 1,046
   
 1,046
Net foreign currency translation adjustment 
  
 
 
 (16,810) 
 (16,810)
Stock options exercised420,642
 7,265
 
 
 
 
 7,265
Restricted stock awards granted, net of forfeitures4,960
 
 
 
 
 
 
Stock-based compensation expense
 2,807
 
 
 
 
 2,807
Tax impact of stock options
 
 
 
 
 
 
Common stock repurchased(1,056,954) (3,437) 
 
   (16,201) (19,638)
Cash dividends declared ($0.72 per share)
 
 
 
 
 (19,184) (19,184)
BALANCE AT FISCAL YEAR END 201526,098,895
 $88,108
 $(9,289) $(4,140) $(88,284) $427,517
 $413,912

(Unaudited) Common Stock  Accumulated Other Comprehensive (Loss)
Income
          
  Number of
Shares
  Amount  Unrecognized
Gains (Losses)
on Derivative
Instruments
  Pension
Obligations
  Cumulative
Translation
Adjustment
  Retained
Earnings
  Non-
controlling
Interest
  Total 

BALANCE AT DECEMBER 31, 2017

  24,917,025  $89,755  $(8,498 $(5,257 $(75,366 $393,146  $51,943  $445,723 

Net income

  —     —     —     —     —     25,961   —     25,961 

Change in unrecognized gains/losses on derivative instruments, net of tax

  —     —     5,293   —     —     —     —     5,293 

Change in employee benefit plans, net of taxes

  —     —     —     2,257   —     —     —     2,257 

Net foreign currency translation adjustment

  —     —     —     —     (23,924  —     —     (23,924

Stock options exercised

  4,500   68   —     —     —     —     —     68 

Common stock issued, net of shares withheld for employee taxes

  97,712   —     —     —     —     —     —     —   

Stock-based compensation

  —     1,525   —     —     —     —     —     1,525 

Cash dividends declared ($0.36 per share)

  —     —     —     —     —     (9,353  —     (9,353

Redeemable preferred dividend and accretion

  —     —     —     —     —     (32,462  —     (32,462

Preferred stock modification

  —     —     —     —     —     15,257   —     15,257 

Reclassification to Europeannon-controlling redeemable equity

  —     —     —     —     —     —     (51,943  (51,943

Adjust Europeannon-controlling redeemable equity to redemption value

  —     (3,625  —     —     —     —     —     (3,625

Europeannon-controlling redeemable equity dividend

  —     —     —     —     —     (1,512  —     (1,512
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2018

  25,019,237  $87,723  $(3,205 $(3,000 $(99,290 $391,037  $—    $373,265 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.



43


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

Fiscal Year Ended December 31,2015 2014 2013
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$23,944
 $8,803
 $22,824
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation34,530
 35,582
 28,466
Tax liabilities, non-cash changes(9,531) (5,771) 5,630
Impairments of long-lived assets and other charges2,688
 2,500
 
Stock-based compensation2,807
 2,315
 2,685
Other non-cash items1,400
 2,560
 (1,095)
Changes in operating assets and liabilities:     
Accounts receivable(14,030) (16,184) 9,074
Inventories11,509
 (9,297) 5,716
Other assets and liabilities2,469
 (9,138) 3,578
Accounts payable(1,132) (6,109) (2,549)
Income taxes4,695
 6,366
 (4,780)
Non-current tax liabilities
 
 (297)
NET CASH PROVIDED BY OPERATING ACTIVITIES59,349
 11,627
 69,252
      
CASH FLOWS FROM INVESTING ACTIVITIES: 
  
  
Additions to property, plant and equipment(39,543) (112,556) (67,980)
Proceeds from sales and maturities of investments3,750
 3,750
 3,970
Purchase of investments(950) (3,750) (3,750)
Proceeds from sales of fixed assets1,815
 1,873
 16
Other(18) 248
 320
NET CASH USED IN INVESTING ACTIVITIES(34,946) (110,435) (67,424)
      
CASH FLOWS FROM FINANCING ACTIVITIES: 
  
  
Cash dividends paid(19,082) (19,351) (550)
Cash paid for common stock repurchase(19,638) (21,790) (8,133)
Proceeds from exercise of stock options7,265
 7,423
 2,865
Excess tax benefits from exercise of stock options107
 106
 252
NET CASH USED IN FINANCING ACTIVITIES(31,348) (33,612) (5,566)
      
Effect of exchange rate changes on cash(3,470) (4,430) (325)
      
Net (decrease) increase in cash and cash equivalents(10,415) (136,850) (4,063)
      
Cash and cash equivalents at the beginning of the period62,451
 199,301
 203,364
      
Cash and cash equivalents at the end of the period$52,036
 $62,451
 $199,301

Fiscal Year Ended December 31,

  2018  2017  2016 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

  $25,961  $(6,009 $41,381 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

   95,056   69,335   34,261 

Income tax,non-cash changes

   (1,048  (3,395  (4,669

Stock-based compensation

   2,131   2,576   3,618 

Debt amortization

   3,868   7,328   —   

Othernon-cash items

   5,733   1,133   812 

Changes in operating assets and liabilities:

    

Accounts receivable

   42,829   4,599   8,043 

Inventories

   (6,125  (1,264  (22,339

Other assets and liabilities

   (7,732  (8,214  6,244 

Accounts payable

   (9,132  1,411   15,880 

Income taxes

   4,575   (3,790  (4,740
  

 

 

  

 

 

  

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

   156,116   63,710   78,491 
  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Additions to property, plant and equipment

   (77,697  (70,937  (39,575

Acquisition of Uniwheels, net of cash acquired

   —     (706,733  —   

Proceeds from sales and maturities of investments

   600   —     200 

Proceeds from sales of fixed assets

   —     56   4,337 
  

 

 

  

 

 

  

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

   (77,097  (777,614  (35,038
  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from issuance of long-term debt

   —     975,571   —   

Proceeds from issuance of redeemable preferred shares

   —     150,000   —   

Debt repayment

   (7,936  (323,177  —   

Cash dividends paid

   (28,816  (19,473  (18,340

Purchase ofnon-controlling redeemable shares

   (39,048  —     —   

Cash paid for common stock repurchase

   —     (5,014  (20,719

Payments related to tax withholdings for stock-based compensation

   (606  (1,687  —   

Net decrease in short term debt

   —     (10,877  —   

Proceeds from borrowings on revolving credit facility

   324,450   71,750   —   

Repayments of borrowings on revolving credit facility

   (324,450  (100,650  —   

Proceeds from exercise of stock options

   68   41   1,641 

Redeemable preferred shares issuance costs

   —     (3,737  —   

Financing costs paid

   —     (31,640  —   

Excess tax benefits from exercise of stock options

   —     —     91 
  

 

 

  

 

 

  

 

 

 

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

   (76,338  701,107   (37,327
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (1,577  1,371   (376
  

 

 

  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

   1,104   (11,426  5,750 

Cash and cash equivalents at the beginning of the period

   46,360   57,786   52,036 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at the end of the period

  $47,464  $46,360  $57,786 
  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


44


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015



2018

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Operations


Headquartered in Southfield, Michigan, the principal business of

Superior Industries International, Inc. (referred to herein as the “company”“Company” or “we,” “us” and “our”) is the designdesigns and manufacture ofmanufactures aluminum wheels for sale to original equipment manufacturers ("OEMs"(“OEMs”). and aftermarket customers. We are one of the largest suppliers of cast aluminum wheels to the world’s leading automobile and light truck manufacturers, with manufacturing operations in the United States, Mexico, Germany and Mexico. Customers inPoland. Our OEM aluminum wheels are sold primarily for factory installation, as either standard equipment or optional equipment, on vehicle models manufactured byBMW-Mini, Daimler AG Company(Mercedes-Benz, AMG, Smart), FCA, Ford, GM, Honda, Jaguar-Land Rover, Mazda, Mitsubishi, Nissan, PSA, Subaru, Suzuki, Toyota, VW Group (Volkswagen, Audi, Skoda, Porsche, Bentley) and Volvo. We also sell aluminum wheels to the European aftermarket under the brands ATS, RIAL, ALUTEC and ANZIO. North America and Europe represent the principal marketmarkets for our products. Asproducts, but we have a global presence and influence with North American, European and Asian OEMs. We have determined that our North American and European operations should be treated as separate operating segments as further described in Note 5 - Business Segments, the company operates as a single integrated business and, as such, has only one operating segment - automotive wheels.


6, “Business Segments.”

Presentation of Consolidated Financial Statements


The consolidated financial statements include the accounts of the companyCompany and its wholly owned subsidiaries. All intercompany transactions are eliminated in consolidation. The equity method

Accounting estimates are an integral part of accounting is used for investments in non-controlled affiliates in which the company's ownership ranges from 20 to 50 percent, or in instances in whichconsolidated financial statements. These estimates require the company is able to exercise significant influence but not control (such as representation on the investee's Boarduse of Directors.)


We have made a number of estimatesjudgments and assumptions related tothat affect the reportingreported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") as delineated byperiods presented. We believe that the Financial Accounting Standards Board ("FASB") in its Accounting Standards Codification ("ASC"). Generally, assets and liabilities thataccounting estimates employed are subject to estimation and judgment include the allowance for doubtful accounts, inventory valuation, amortization of preproduction costs, impairment ofappropriate and the estimated useful lives of our long-lived assets, self-insurance portions of employee benefits, workers' compensation and general liability programs, fair value of stock-based compensation, income tax liabilities and deferred income taxes. Whileresulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ we believe suchfrom the original estimates, requiring adjustments to be reasonable.

Our fiscal year is the 52- or 53-week period ending generally on the last Sunday of the calendar year. The fiscal years 2015, 2014 and 2013 comprised the 52-week periods ended on December 27, 2015, December 28, 2014 and December 29, 2013, respectively. For convenience of presentation, all fiscal years are referred to as beginning as of January 1, and ending as of December 31, but actually reflect our financial position and results of operations for the periods described above.

these balances in future periods.

Cash and Cash Equivalents


Cash and cash equivalents generally consist of cash, certificates of deposit, and fixed deposits and money market funds with original maturities of three months or less. Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these investments. Certificates of deposit and fixed deposits whose original maturity is greater than three months and is one year or less are classified as short-term investmentsinvestments. At December 31, 2018 and 2017, certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assetstotaling $0.8 million were restricted in our consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of our consolidated statements of cash flows. At times throughout the year and at year-end, cash balances held at financial institutions were in excess of federally insured limits.


Restricted Deposits

We purchase certificates of deposit that mature within twelve months and are used to secure oruse (to collateralize letters of credit securing our workers’ compensation obligations.  At December 31, 2015 and 2014, certificates of deposit totaling $1.0 million and $3.8 million, respectively, were restricted in useobligations) and were classified as short-term investments on our consolidated balance sheet.

Derivative Financial Instruments and Hedging Activities


In order to hedge exposure related to fluctuations in foreign currency rates and the cost of certain commodities used in the manufacture of our products, we periodically may purchase derivative financial instruments such as forward contracts, options or

45


collars to offset or mitigate the impact of such fluctuations. Programs to hedge currency rate exposure may address ongoing transactions including, foreign-currency-denominated receivables and payables, as well as specific transactions related to purchase obligations. Programs to hedge exposure to commodity cost fluctuations would be based on underlying physical consumption of such commodity. At December 31, 2015 we held forward currency exchange contracts discussed below. At December 31, 2014 we held derivative financial instruments as well as the natural gas contracts discussed below.

We account for our derivative instruments as either assets or liabilities and carry them at fair value.


For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument (including changes in time value for forward contracts) is reported as a component of accumulated other comprehensive income ("AOCI") in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For forward exchange contracts designated as cash flow hedges, changes in the time value are included in the definition of hedge effectiveness. Accordingly, any gains or losses related to this component are reported as a component of AOCI in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. Derivatives that do not qualify or have not been designated as hedges are adjusted to fair value through current income. See Note 4 - Derivative5, “Derivative Financial InstrumentsInstruments” for additional information pertaining to our derivative instruments.


We enter into contracts to purchase certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. Our natural gasThese contracts are considered to be derivative instruments under U.S. GAAP. However, upon entering into these contracts, we expect to fulfill our purchase commitments and take full delivery of the contracted quantities of natural gas during the normal course of business. Accordingly, under U.S. GAAP,GAAP; however, these purchase contracts are not accounted for as derivatives because wethey qualify for the normal purchase normal sale exception under U.S. GAAP, unless there is a change inexemption.

Cash Paid for Interest and Taxes andNon-Cash Investing Activities

Cash paid for interest was $43.8 million, $24.3 million and $0.3 million for the facts or circumstances that causes management to believe that these commitments would not be used inyears ended December 31, 2018, 2017 and 2016. Cash paid for income taxes was $6.5 million, $11.1 million and $21.9 million for the normal course of business. See Note 15 - Commitmentsyears ended December 31, 2018, 2017 and Contingent Liabilities for additional information pertaining to these purchase commitments.


Non-Cash Investing Activities

2016.

As of December 31, 2015, 20142018, 2017 and 2013, $1.12016, $10.3 million, $6.4$15.1 million and $32.4$4.0 million, respectively, of equipment had been purchased but not yet paid for and are included in accounts payable and accrued liabilitiesexpenses in our consolidated balance sheets.


During 2013

Accounts Receivable

Accounts receivable primarily consists of amounts that are due and payable from our customers for the company received a grantsale of a parcelaluminum wheels. We evaluate the collectability of land valued at $0.7 million from the state of Chihuahua, Mexico, which is included in property, plantreceivables each reporting period and equipment in our 2013 consolidated balance sheet.


Accounts Receivable

We maintainrecord an allowance for doubtful accounts receivable based uponrepresenting our estimate of probable losses. Additions to the expected collectability of all trade receivables. The allowance is reviewed continuallyare charged to bad debt expense reported in selling, general and adjusted for amounts deemed uncollectible by management.

Inventories

administrative expense.

Inventory

Inventories, which are categorized as raw materials,work-in-process or finished goods, are stated at the lower of cost or market using the first-in, first-out method. When necessary, management uses estimates of net realizable valuevalue. Inventories are reviewed to recorddetermine if inventory reserves for obsolete and/quantities are in excess of forecasted usage or slow-moving inventory.if they have become obsolete. Aluminum is the primary material component in our inventories. Our aluminum requirements are supplied from twoCurrently our three primary vendors each accounting formake up more than 10 percent of our aluminum purchases during 2015in 2018 and 2014.


2017.

Property, Plant and Equipment


Property, plant and equipment are carried at cost, less accumulated depreciation. The cost of additions, improvements and interest during construction, if any, are capitalized. Our maintenance and repair costs are charged to expense when incurred. Depreciation is calculated generally on the straight-line method based on the estimated useful lives of the assets.



46


Classification

Expected Useful Life
 

Computer equipment

3 to 5 years

Production machinery and technical equipment

73 to 1020 years

Buildings

2515 to 50 years

Other equipment, operating and office equipment

3 to 20 years

When property, plant and equipment is replaced, retired or disposed of, the cost and related accumulated depreciation are removed from the accounts. Property, plant and equipment no longer used in operations, which are generally insignificant in amount, are stated at the lower of costany resulting gain or estimated net realizable value. Gains and losses, if any, areloss is recorded as a component of operatingcost of sales or other income or expense.

Impairment of Long-Lived Assets

The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business is evaluated for impairment when events and circumstances warrant. If the carrying amount of a long-lived asset group is considered impaired, a loss is recorded based on the amount by which the carrying amount exceeds fair value. Fair value is determined primarily using anticipated cash flows.

Impairment of Goodwill

Goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment is more likely than not to have occurred. If the disposition relatesnet book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized. We conduct our annual impairment testing as of December 31, 2018.

Foreign Currency Transactions and Translation

The assets and liabilities of foreign subsidiaries that use local currency as their functional currency are translated to an operating asset. If a non-operating assetU.S. dollars based on the current exchange rate prevailing at each balance sheet date and any resulting translation adjustments are included in accumulated other comprehensive income (loss). The assets and liabilities of foreign subsidiaries whose local currency is disposed of, any gainsnot their functional currency are remeasured from their local currency to their functional currency and then translated to U.S. dollars. Revenues and expenses are translated into U.S. dollars using the average exchange rates prevailing for each period presented.

Gains and losses arising from foreign currency transactions and the effects of remeasurement discussed in the preceding paragraph are recorded in other income or expense in the period of disposition or write down.


Preproduction Costs and Revenue Recognition Related to Long-Term Supply Arrangements

We incur preproduction engineering and tooling costs related to the products produced for our customers under long-term supply agreements. We expense all preproduction engineering costs for which reimbursement is not contractually guaranteed by the customer or which are in excess of the contractually guaranteed reimbursement amount. We amortize the cost of the customer-owned tooling over the expected life of the wheel program on a straight line basis. Also, we defer any reimbursements made to us by our customer and recognize the tooling reimbursement revenue over the same period in which the tooling is in use. Changes in the facts and circumstances of individual wheel programs may accelerate the amortization of both the cost of customer-owned tooling and the deferred tooling reimbursement revenues. Recognized tooling reimbursement revenues, which totaled $5.8 million, $8.2 million and $9.3 million in 2015, 2014 and 2013, respectively, are included in net sales in the consolidated income statements. The following tables summarize the unamortized customer-owned tooling costs included in our non-current other assets, and the deferred tooling revenues included in accrued liabilities and other non-current liabilities:

December 31, 2015 2014
(Dollars in Thousands) ��  
Customer-Owned Tooling Costs    
Preproduction costs $73,095
 $65,621
Accumulated amortization (58,632) (53,408)
Net preproduction costs $14,463
 $12,213
     
Deferred Tooling Revenue    
Accrued expenses $2,908
 $4,833
Other non-current liabilities 1,266
 2,449
Total deferred tooling revenue $4,174
 $7,282

Impairment of Long-Lived Assets and Investments

In accordance with the Property, Plant and Equipment Topic of the ASC, management evaluates the recoverability and estimated remaining lives of long-lived assets. The company reviews long-lived assets for impairment whenever facts and circumstances suggest that the carrying value of the assets may not be recoverable or the useful life has changed.

When facts and circumstances indicate that there may have been a loss in value, management will also evaluate its cost method investments to determine whether there was an other-than-temporary impairment. If a loss in the value of the investment is determined to be other than temporary, then the decline in value is recognized as a loss. See Note 9 - Investment in Unconsolidated Affiliate and Note 2 - Restructuring, for discussion of investment impairment.

Foreign Currency Transactions and Translation

We have wholly-owned foreign subsidiaries with operations in Mexico whose functional currency is the peso. In addition, we have operations with U.S. dollar functional currencies with transactions denominated in pesos and other currencies. These operations had monetary assets and liabilities that were denominated in currencies that were different than their functional currency and were translated into the functional currency of the entity using the exchange rate in effect at the end of each accounting period.

47


Any gains and losses recorded as a result of the remeasurement of monetary assets and liabilities into the functional currency are reflected as transaction gains and losses and included in other income (expense) in the consolidated income statements., net. We had foreign currency transaction lossesgains (losses) of $1.2($1.0) million, $12.9 million, ($0.4) million in 2018, 2017 and $1.0 million for the years ended December 31, 2015 and 2014, while we had a foreign currency gain of $0.2 million for the year ended December 31, 2013, which are included in other income (expense) in the consolidated income statements. In addition, we have a minority investment in India that has a functional currency of the Indian rupee.
When our foreign subsidiaries translate their financial statements from the functional currency to the reporting currency, the balance sheet accounts are translated using the exchange rates in effect at the end of the accounting period and retained earnings is translated using historical rates. The income statement accounts are generally translated at the weighted average of exchange rates during the period and the cumulative effect of translation is recorded as a separate component of accumulated other comprehensive income (loss) in shareholders' equity, as reflected in the consolidated statements of shareholders' equity. The value of the Mexican peso decreased by 17 percent in relation to the U.S. dollar in 2015.

2016, respectively.

Revenue Recognition


Sales

On January 1, 2018, we adoptedASU2014-09, Topic ASC 606, “Revenue from Contracts with Customers.” Under this new standard, revenue is recognized when performance obligations under our contracts are satisfied. Generally, this occurs upon shipment when control of products and any related costs are recognized when title and risk of loss transfers to our customers. At this point, revenue is recognized in an amount reflecting the purchaser,consideration we expect to be entitled to under the terms of our contract.

The Company maintains long term business relationships with our OEM customers and aftermarket distributors; however, there are no definitive long-term volume commitments under these arrangements. Volume commitments are limited to near-term customer requirements authorized under purchase orders or production releases generally uponwith delivery periods of less than a month. Sales do not involve any significant financing component since customer payment is generally due40-60 days after shipment. Tooling reimbursementContract assets and liabilities consist of customer receivables and deferred revenues related to initialtooling.

At contract inception, the Company assesses goods and services promised in its contracts with customers and identifies a performance obligation for each promise to deliver a good or service (or bundle of goods or services) that is distinct. Principal performance obligations under our customer contracts consist of the manufacture and delivery of aluminum wheels, including production wheels, service wheels and replacement wheels. As a part of the manufacture of the wheels, we develop tooling reimbursed bynecessary to produce the wheels. Accordingly, tooling costs, which are explicitly recoverable from our customers, are deferredcapitalized as preproduction costs and recognizedamortized to cost of sales over the expectedaverage life of the vehicle wheel programprogram. Similarly, customer reimbursement for tooling costs is deferred and amortized to net sales over the average life of the vehicle wheel program.

In the normal course of business, the Company’s warranties are limited to product specifications and the Company does not accept product returns unless the item is defective as manufactured. Accordingly, warranty costs are treated as a cost of fulfillment subject to accrual, rather than a performance obligation. The Company establishes provisions for both estimated returns and warranties when revenue is recognized. In addition, the Company does not typically provide customers with the right to a refund but provides for product replacement.

Prices allocated to production, service and replacement wheels are based on prices established in our customer purchase orders which represent the standalone selling price. Prices for service and replacement wheels are

commensurate with production wheels with adjustment for any special packaging. In addition, prices are subject to retrospective adjustment for changes in commodity prices for certain raw materials, aluminum and silicon, as well as production efficiencies and wheel weight variations from specifications used in pricing. These price adjustments are treated as variable consideration. Customer tooling reimbursement is generally based on quoted prices or cost not to exceed quoted prices.

We estimate variable consideration by using the “most likely” amount estimation approach. For commodity prices, initial estimates are based on the commodity index at contract inception. Changes in commodity prices are monitored and revenue is adjusted as changes in the commodity index occur. Prices incorporate the wheel weight price component based on product specifications. Weights are monitored, and prices are adjusted as variations arise. Price adjustments due to production efficiencies are generally recognized as and when negotiated with customers. Customer contract prices are generally adjusted quarterly to incorporate retroactive price adjustments.

Under the Company’s policies, shipping costs are treated as a straight line basis,cost of fulfillment. In addition, as discussed above.


permitted under a practical expedient relating to disclosure of performance obligations, the Company does not disclose remaining performance obligations under its contracts since contract terms are substantially less than a year (generally less than one month). Our revenue recognition practices and related transactions and balances are further described in Note 3, “Revenue.”

Research and Development


Research and development costs (primarily engineering and related costs) are expensed as incurred and are included in cost of sales in the consolidated income statements. Amounts expensed during each of the three years in the period ended 2015, 20142018, 2017 and 20132016 were $2.6$5.7 million, $4.4$7.7 million and $4.8$3.8 million, respectively.


Value-Added Taxes

Value-added taxes that are collected from customers and remitted to taxing authorities are excluded from sales and cost of sales.

Stock-Based Compensation


We account for stock-based compensation using the estimated fair value recognition method in accordance with U.S. GAAP.method. We recognize these compensation costs net of the applicable forfeiture rate and recognize the compensation costson a straight-line basis for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three to four years. We estimate the forfeiture rate based on our historical experience. See Note 16 - Stock-Based Compensation20, “Stock-Based Compensation” for additional information concerning our share-basedstock-based compensation awards.


Income Taxes


We account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We calculate current and deferred tax provisions based on estimates and assumptions that could differ from actual results reflected on the income tax returns filed during the following years. Adjustments based on filed returns are recorded when identified in the subsequent years.


The effect on deferred taxes for a change in tax rates is recognized in income in the period that the tax rate change is enacted. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion of the deferred tax assets will not be realized. A valuation allowance is provided for deferred income tax assets when, in our judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on anon-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. We believe that the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in the United StatesU.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material.


In determining when to release the valuation allowance established against our net deferred income tax assets, we consider all available evidence, both positive and negative. Consistent with our policy, the valuation allowance against our net deferred income


48


tax assets will not be reversed until such time as we have generated three years of cumulativepre-tax income and have reached sustained profitability, which we define as two consecutive one year periods ofpre-tax income.

We account for uncertain tax positions utilizing atwo-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than notmore-likely-than-not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than notmore-likely-than-not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority, or the statute of limitations expires. Positions previously recognized are derecognized when we subsequently determine the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits, and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates.


Presently, we have not recorded a deferred tax liability for temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration. These temporary differences may become taxable upon a repatriation of earnings from the subsidiaries or a sale or liquidation of the subsidiaries. At this time the companyCompany does not have any plans to repatriate income from its foreign subsidiaries.


Earnings Per Share

As summarized below, basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding for the period. For purposes of calculating diluted earnings per share, net income is divided by the total of the weighted average shares outstanding plus the dilutive effect of our outstanding stock options under the treasury stock method, which includes consideration of stock-based compensation required by U.S. GAAP.

Year Ended December 31, 2015 2014 2013
(Thousands of dollars, except per share amounts)      
Basic Earnings Per Share      
Reported net income $23,944
 $8,803
 $22,824
Weighted average shares outstanding 26,599
 26,908
 27,392
Basic earnings per share 0.90
 $0.33
 $0.83
       
Diluted Earnings Per Share  
  
  
Reported net income $23,944
 $8,803
 $22,824
Weighted average shares outstanding 26,599
 26,908
 27,392
Weighted average dilutive stock options 34
 112
 139
Weighted average shares outstanding - diluted 26,633
 27,020
 27,531
Diluted earnings per share $0.90
 $0.33
 $0.83
The following potential shares of common stock were excluded from the diluted earnings per share calculations because they would have been anti-dilutive due to their exercise prices exceeding the average market prices for the respective periods: for the year ended December 31, 2015 options to purchase 147,150 shares at prices ranging from $21.84 to $22.57; for the year ended December 31, 2014 options to purchase 985,677 shares at prices ranging from $22.57 to $43.22; and for the year ended December 31, 2013 options to purchase 1,291,427 shares at prices ranging from $19.19 to $43.22 per share. In addition, the performance shares discussed in Note 16 - Stock-Based Compensation are not included in the diluted income per share because the performance metrics had not been met as of the year ended December 31, 2015.

New Accounting Pronouncements


In May 2014, the FASB issued an Standards

Adoption of New Accounting Standards

Accounting Standards Update ("ASU"(“ASU”) entitled2014-09, Topic 606, “Revenue – Revenue from Contracts with Customers”(including all related amendments).On January 1, 2018, we adopted “Revenue from Contracts with Customers.” The ASU requires that an entity recognizeCustomers” and all the related amendments (the “new revenue to depictstandard”) using the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015,


49


the FASB approved a one-year deferralmodified retrospective method. Adoption of the effective date. Under thenew revenue standard it is required to be adopted by public business entities in annual periods beginning on or after December 15, 2017. Early application isdid not permitted. We are evaluating the impact this guidance will have a material effect on our financial position and statement of operations.

In June 2014, the FASB issued an ASU entitled "Compensation - Stock Compensation." The ASU provides guidance on when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance becomes effective for annual reporting periods beginning after December 15, 2015, and early adoption is permitted.  We are currently evaluating the impact this guidance will have on our financial position andor results of operations.

In February 2015,operations as the FASB issued an Company’s method for recognizing revenue under the new revenue standard does not vary significantly from revenue recognition practices under the prior standard.

ASU entitled “Consolidation.2017-12 Improvements to Hedge Accounting Activities.”On January 1, 2018, we adopted the “Targeted Improvements to Accounting for Hedging Activities.” The ASU includes amendments to the consolidation analysis which are effectiveprincipal change in accounting for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption, including adoption in interim periods, is permitted. We are evaluating the impacthedges under this guidance will have on our financial position and statement of operations.


In April 2015, the FASB issued an ASU entitled “Compensation - Retired Benefits.” The ASU provides practical expedients for the measurement date of an employer's defined benefit obligation and plan assets. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In July 2015, the FASB issued an ASU entitled“Simplifying the Measurement of Inventory.” The ASU replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. It isthat hedge ineffectiveness (for qualifying hedges subject to be applied prospectively and early adoption is permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In September 2015, the FASB issued an accounting standards update with new guidance that eliminates the requirement in a business combination to restate prior period financial statements for measurement period adjustments. Instead, measurement period adjustmentshedge accounting) will be recognized in other comprehensive income (rather than earnings) until the hedged item is recognized in earnings, at which point accumulated gains or losses will be recognized in earnings and classified with the underlying hedged transaction. Other than the accounting for hedge ineffectiveness, the provisions of this standard apply prospectively. Gains and losses arising from hedge ineffectiveness previously recognized in earnings have been immaterial. Accordingly, there is no cumulative balance sheet adjustment or restatement associated with adoption of this standard.

ASU2016-15,Classification of Certain Cash Receipts and Cash Payments.”We adopted this standard as of January 1, 2018. The objective of the ASU is to address the diversity in practice in the presentation of certain cash receipts and cash payments in the statement of cash flows. Adoption of this standard did not have a material effect on our statements of cash flows for the years ended 2018, 2017, or 2016.

ASU2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”In March 2017, the FASB issued this standard to improve the reporting periodof net benefit cost in which the adjustmentfinancial statements. We adopted this standard as of January 1, 2018. Adoption of this standard did not have a material effect on our results of operations.

ASU2017-01, “Clarifying the Definition of a Business.”We have adopted this standard as of January 1, 2018 on a prospective basis as required. The objective of the ASU is identified. to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Adoption of this standard did not have a material effect on our financial condition or results of operations since we have no imminent acquisitions or disposals.

ASU2016-16,Intra-Entity Transfers of Assets Other than Inventory.”The standards updateobjective of the ASU is to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This standard was adopted January 1, 2018 and did not have a material effect on our financial condition or results of operations since we have no significant intra-entity transfers other than inventory.

Accounting Standards Issued But Not Yet Adopted

ASU2017-04, “Simplifying the Test for Goodwill Impairment.”The objective of the ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date of this update2019, with early adoption permitted forpermitted. We are evaluating the impact this new standard will have on our financial statements that have not been issued. We will adopt this standards update as required and recognize any such future adjustments accordingly.


 In November 2015, the FASB issued disclosures.

ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU 2015-17 requires entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet instead of separating into current and noncurrent amounts. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, on a prospective or retrospective basis. Early adoption is permitted for2016-02, Topic 842, “Leases”(including all companies in any interim or annual period. ASU 2015-17 was early adopted as of December 31, 2015 on a prospective basis and prior periods have not been restated. As of December 31, 2014, the company had $9.9 million of deferred tax assets which remains classified as current in the consolidated balance sheet. The adoption of ASU 2015-17 did not have an impact on the Company's consolidated results of operations, net assets, or cash flows. See Note 10 for additional information regarding deferred tax assets and liabilities.


Inrelated amendments).In February of 2016, the FASB issued an ASU2016-02, Leases “Leases (Topic 842) (".” The ASU 2016-02"). ASU 2016-02 requires an entity to recognizeright-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. We adopted this standard as of January 1, 2019, using the optional transition method, which resulted in capitalization of right of use assets and recognition of lease obligations of approximately $20 million. We have elected the package of practical expedients that will allow us to 1) not reassess whether existing or expired contracts contain or contained a lease; 2) not reassess the classification (operating or financing) of our existing leases; and 3) not reassess initial direct costs for existing leases; as well as the accounting policy election not to apply balance sheet recognition to leases with terms of 12 months or less. Our assessment and adoption of the new accounting standard are based on a global review of our leasing arrangements. Our lease portfolio principally includes leases of real estate, such as office buildings, and leases of personal property, such as equipment used in our manufacturing processes. We have refined our internal policies to include criteria for evaluating the impact of the new standard and related internal controls to support the requirements of the new standard. We do not anticipate that the adoption of this standard will have a significant impact on our results of operations or cash flows.

ASU2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”In January 2018, the FASB issued ASU2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Cut and Jobs Act (“the Act”) related to items in accumulated other comprehensive income (AOCI) that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Act is recognized in the period of adoption. The Company must adopt this guidance for fiscal years beginning after December 15, 2018 and requiresinterim periods within those fiscal years. The guidance, when adopted, will require new disclosures regarding a modified retrospective adoption, withcompany’s accounting policy for releasing the tax effects in AOCI. The Company has elected to not reclassify the income tax effects of the Tax Cut and Jobs Act from AOCI. The Company has decided it will not prospectively implement ASU2018-02.

ASU2018-13,Fair Value Measurement.” In August 2018, the FASB issued an ASU entitled “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The ASU allows for early adoption permitted. in any interim period after issuance of the update. We are evaluating the impact this guidance will have on our notes to the consolidated financial positionstatements.

ASU2018-14,Compensation - Retirement Benefits - Defined Benefit Plans.” In August 2018, the FASB issued an ASU entitled “Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans,”which is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans. ASU2018-14 is effective for fiscal years ending after December 15, 2020. The new standard allows for early adoption in any year end after issuance of the update. We are evaluating the impact this new standard will have on our financial statement of operations.


disclosures.

NOTE 2 - RESTRUCTURING


ACQUISITION

On JulyMay 30, 2014, we announced2017, the planned closureCompany acquired 92.3 percent of the outstanding stock of Uniwheels (now referred to as our wheel manufacturing facility located in Rogers, Arkansas. During“Europe segment,” “Europe business”, “Europe operations” or “European operations”) for approximately $703.0 million (based on an exchange rate of 1.00 U.S. dollar = 3.74193 Polish Zloty) via a tender offer. On June 30, 2017, the fourth quarterCompany commenced the delisting and associated tender process for the remaining outstanding shares of 2014, we shifted productionUniwheels. As of December 31, 2018, a total of 12,213,079 shares have been tendered and the Company now owns 98.5 percent of the outstanding shares of Uniwheels. Superior pursued a Domination and Profit and Loss Transfer Agreement (“DPLTA”) which became effective on January 17, 2018, with retroactive effect as of January 1, 2018. Under the DPLTA, the Company offered to our other locations and closed operationspurchase any further tendered shares for cash consideration of Euro 62.18, or approximately Polish Zloty 264 per share. This cash consideration may be subject to change based on appraisal proceedings that the minority shareholders of Uniwheels have initiated. Because the aggregate equity purchase price of the Acquisition (assuming an exchange rate of 1.00 U.S. dollar = 3.74193 Polish Zloty) was determined at the Rogers facility. The closure resultedtime of the initial tender offer, any increase in the resulting price must be reflected as a reduction of workforcepaid in capital (common stock). Upon Uniwheels’ shareholder approval each year beginning in 2019, The Company must pay an annual dividend of approximately 500 employees. The action was undertakenEuro 3.38 on any then outstanding shares as long as the DPLTA is in ordereffect. For any shares tendered prior to reduce costs and


50


enhance our global competitive position. In addition, other measures were taken to reduce costs including the saleapproval of the company's two aircraft. One airplane was sold for cash in September 2014, incurringdividend each year, the Company must pay interest at a $0.2 million loss on sale. The remaining airplane was classifiedstatutory rate, currently 4.12 percent, at the time the shares are redeemed.

As a result of the effectiveness of the DPLTA as held-for-sale with aof January 1, 2018, the carrying value of $0.9thenon-controlling interest related to Uniwheels common shares outstanding of $51.9 million, andwhich was included in other current assets on our consolidated balance sheet atpresented as a component of stockholders’ equity as of December 31, 2014. In February 2015, this airplane2017, was also sold.


reclassified to EuropeanIncludednon-controlling redeemable equity during the first quarter of 2018. Thenon-controlling interest shares may be tendered at any time and are, therefore, immediately redeemable and must be classified outside stockholders’ equity. For the period of time that the DPLTA is in selling, general and administrative expenseeffect, thenon-controlling interests will continue to be presented in Europeannon-controlling redeemable equity outside of stockholders’ equity in the consolidated incomebalance sheets.

The Company’s consolidated financial statements include the results of our European operations subsequent to May 30, 2017 (see Note 6, “Business Segments” for the year ended December 31more information). The Company’s consolidated financial statements reflect the purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, 2014 are charges totaling $1.1 millionwhereby the purchase price was allocated to reduce the carrying balanceassets acquired and liabilities assumed based upon their fair values on the acquisition date.

The following is the allocation of the aircraft held for sale to itspurchase price:

(Dollars in thousands)    

Estimated purchase price

  

Cash consideration

  $703,000 
  

 

 

 

Non-controlling interest

   63,200 
  

 

 

 

Preliminary purchase price allocation

  

Cash and cash equivalents

   12,296 

Accounts receivable

   60,580 

Inventories

   83,901 

Prepaid expenses and other current assets

   11,859 
  

 

 

 

Total current assets

   168,636 

Property and equipment

   259,784 

Intangible assets

   205,000 

Goodwill

   286,249 

Other assets

   32,987 
  

 

 

 

Total assets acquired

   952,656 
  

 

 

 

Accounts payable

   61,883 

Other current liabilities

   40,903 
  

 

 

 

Total current liabilities

   102,786 

Other long-term liabilities

   83,670 
  

 

 

 

Total liabilities assumed

   186,456 
  

 

 

 

Net assets acquired

  $766,200 
  

 

 

 

Acquired intangible assets were recorded at estimated fair value. Costvalue, as determined through the use of salesthe income approach, specifically the relief from royalty and multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included estimates of future cash flows, discounted at an appropriate rate of return which is based on the weighted average cost of capital for both the Company and other market participants. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to our future cash flows. The estimated fair value of intangible assets and related useful lives as included in the purchase price allocation include:

   Estimated
Fair Value
   Estimated
Useful Life
(in Years)
 
(Dollars in thousands)        

Brand name

  $9,000    4-6 

Technology

   15,000    4-6 

Customer relationships

   167,000    7-11 

Trade names

   14,000    Indefinite 
  

 

 

   
  $205,000   
  

 

 

   

Goodwill represents future economic benefits expected to be recognized from the Company’s expansion into the European wheel market, as well as expected future synergies and operating efficiencies. The purchase price allocation of goodwill, which was finalized in the second quarter of 2018, yielding an amount of $286.2 million, was allocated to the Europe segment.

The following unaudited combined pro forma information is for informational purposes only. The pro forma information is not necessarily indicative of what the combined Company’s results actually would have been had

the acquisition been completed as of the beginning of the periods as indicated. In addition, the unaudited pro forma information does not purport to project the future results of the combined Company.

   Twelve Months Ended 
   December 31,
2017
   December 31,
2016
 
   Proforma   Proforma 
(Dollars in thousands)        

Proforma combined sales

  $1,351,799   $1,246,248 

Proforma net income

  $17,692   $38,809 

NOTE 3 - REVENUE

In accordance with ASC 606, the Company disaggregates revenue from contracts with customers into our segments, North America and Europe. Revenues by segment for the year ended December 31, 2014 includes $5.4 million2018 are summarized in Note 6, “Business Segments”.

The opening and closing balances of depreciation acceleratedthe Company’s receivables and current and long-term contract liabilities are as follows (in thousands):

   December 31,
2018
   January 1,
2018
   Change 

Customer receivables

  $97,566   $150,151   $(52,585

Contract liabilities — current

   5,810    5,736    74 

Contract liabilities — noncurrent

   8,354    5,222    3,132 

The changes in the contract liability balances primarily result from timing differences between our performance and customer payment while the decline in customer receivables is primarily due to shorter useful lives for assetsthe sale of receivables (refer to be retired after operations ceased at the Rogers facility.Note 23, “Receivables Factoring”). During 2015, we recorded $6.0 million of restructuring costs which related to severance, other costs and depreciation.


As noted above, the operations ceased at the Rogers facility during the fourth quarter of 2014. The property is currently held for sale. Based on the current carrying value of the land and building of $2.9 million, we do not expect a loss on sale at this time. In addition, after production ceased at the facility, machinery and equipment to be held and used at our other plants will be transferred, with the carrying values depreciating over the remaining estimated useful lives of these assets. We transferred a significant amount of assets to other facilities during 2015 and we determined that some of the assets will not ultimately be transferred. For the assets that were not transferred, we recorded a $2.7 million impairment during 2015.

The total cost expected to be incurred as a result of the Rogers facility closure is $15.6 million, of which $6.0 million and $8.4 million was recognized as of December 31, 2015 and 2014, respectively. The following table summarizes the Rogers, Arkansas plant closure costs and classification in the consolidated income statement for the year ended December 31, 20152018, the Company recognized tooling reimbursement revenue of $8.5 million, which had been deferred in prior periods and 2014:

 Year Ended December 31, 2015 Year Ended December 31, 2014 Costs Remaining Total Expected Costs Classification
(Dollars in thousands)         
Accelerated and other depreciation of assets idled$1,641
 $5,365
 $775
 $7,781
 Cost of sales, Restructuring costs
Severance costs114
 1,897
 
 2,011
 Cost of sales, Restructuring costs
Equipment removal and impairment, inventory written-down, lease termination and other costs4,257
 1,167
 378
 5,802
 Cost of sales, Restructuring costs
 $6,012
 $8,429
 $1,153
 $15,594
  

Changeswas previously included in the accrued expenses related to restructuring liabilities duringcurrent portion of the yearscontract liability (deferred revenue). During the year ended December 31, 20152018, the Company recognized revenue of $2.8 million from obligations satisfied in prior periods as a result of retrospective price adjustments arising from changes in commodity prices, production efficiencies and 2014 are summarized as follows (Dollars in thousands):
Balance December 31, 2013$
Restructuring accruals - severance costs1,897
Cash payments(1,682)
Balance December 31, 2014215
Restructuring accruals - severance costs114
Cash payments(304)
Balance December 31, 2015$25

wheel weight variations.

NOTE 34 - FAIR VALUE MEASUREMENTS


The companyCompany applies fair value accounting for all financial assets and liabilities andnon-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, while other assets and liabilities are measured at fair value on a nonrecurring basis, such as when we have an asset impairment. Fair value is estimated by applying the following


51


hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying amounts for cash and cash equivalents, investments in certificates of deposit, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short period of time until maturity.


Cash and Cash Equivalents

Included in cash

Cash and cash equivalents are highly liquid investments that are readily convertible to known amountsgenerally consist of cash, certificates of deposit and which are subject to an insignificant risk of change in value due to interest rate, quoted price, or penalty on withdrawal. A debt security is classified as a cash equivalent if it meets these criteriafixed deposits and if it has a remaining time to maturitymoney market funds with original maturities of three months or less from the dateless. Certificates of acquisition. Amounts on deposit and available upon demand,fixed deposits whose original maturity is greater than three months and is one year or negotiated to provide for daily liquidity without penalty,less are classified as cash and cash equivalents. Time deposits, certificates of deposit, and money market accounts that meet the above criteria are reported at par value on our balance sheet and are excluded from the table below.


short-term investments.

Derivative Financial Instruments

Our derivatives areover-the-counter customized derivative transactions and are not exchange traded. We estimate the fair value of these instruments using industry-standard valuation models such as a discounted cash flow. These models project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates, foreign exchange rates, commodity prices and the contractual terms of the derivative instruments. The discount rate used is the relevant interbank deposit rate (e.g., LIBOR) plus an adjustment fornon-performance risk. In certain cases, market data may not be available and we may use broker quotes and models (e.g., Black-Scholes) to determine fair value. This includes situations where there is lack of liquidity for a particular currency or commodity or when the instrument is longer dated.


Investment in Unconsolidated Affiliate
In October 2014, a typhoon caused significant damage to the facilities and operations of Synergies Castings Limited ("Synergies"), a private aluminum wheel manufacturer based in Visakhapatnam, India, a company we hold an investment carried on the cost method of accounting (see Note 9 - Investment in Unconsolidated Subsidiary). In the fourth quarter of 2014 we tested the $4.5 million carrying value of our investment in Synergies for impairment. Based on our evaluation, we determined there was an other-than-temporary impairment and wrote the investment down to its estimated The fair value measurements of $2.0 million, with the $2.5 million loss recognized in income. The valuation wasredeemable preferred stock embedded derivative are based on an income approach using current financial forecast data and rates andupon Level 3 unobservable inputs reflecting management’s own assumptions market participants would useabout the inputs used in pricing the liability – refer to “Note 5, Derivative Financial Instruments.”

Cash Surrender Value

We have an unfunded salary continuation plan, which was closed to new participants effective February 3, 2011. We purchased life insurance policies on certain participants to provide, in part, for future liabilities. Refer to Note 18, “Retirement Plans.” The amount of the asset recorded for the investment using level 3 inputs.


in the life insurance contracts is equal to the cash surrender value which is the amount that will be realized under the contract as of the balance sheet date if the insured event occurs.

The following tables categorize items measured at fair value at December 31, 20152018 and 2014:2017:

       Fair Value Measurement at Reporting Date Using 

December 31, 2018

      Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
   Significant Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
(Dollars in thousands)                

Assets

        

Certificates of deposit

  $750   $—    $750   $—  

Cash surrender value

   8,057    —      8,057    —   

Derivative contracts

   4,218    —      4,218    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   13,025    —      13,025    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Derivative contracts

   8,836    —      8,836   

Embedded derivative liability

   3,134    —      —      3,134 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $11,970   $—    $8,836   $3,134 
  

 

 

   

 

 

   

 

 

   

 

 

 



52

Table
       Fair Value Measurement at Reporting Date Using 

December 31, 2017

      Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
   Significant Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
(Dollars in thousands)                

Assets

        

Certificates of deposit

  $750    —     $750    —   

Cash surrender value

   8,040    —      8,040    —   

Derivative contracts

   6,342    —      6,342    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   15,132    —      15,132    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Derivative contracts

   16,106    —      16,106    —   

Embedded derivative liability

   4,685    —      —      4,685 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $20,791    —     $16,106   $4,685 
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table summarizes the changes during 2018 and 2017 in level 3 fair value measurement of Contentsthe embedded derivative liability relating to the redeemable preferred stock issued May 22, 2017 in connection with the acquisition of our European operations:

January 1, 2017 – December 31, 2018

(Dollars in thousands)

Beginning fair value – January 1, 2017

$—  

Change in fair value of redeemable preferred stock embedded

derivative liability

4,685

Ending fair value – December 31, 2017

4,685

Change in fair value of redeemable preferred stock embedded

derivative liability

(3,480

Effect of redeemable preferred stock modification

1,929

Ending fair value – December 31, 2018

3,134

Debt Instruments

The carrying values of the Company’s debt instruments vary from their fair values. The fair values were determined by reference to transacted prices of these securities (Level 2 input based on the GAAP fair value hierarchy). The estimated fair value, as well as the carrying value, of the Company’s debt instruments are shown below (in thousands):

   December 31,
2018
   December 31,
2017
 

(Dollars in thousands)

    

Estimated aggregate fair value

  $624,943   $704,005 

Aggregate carrying value(1)

   684,922    707,864 

(1)

Long-term debt excluding the impact of unamortized debt issuance costs.


   Fair Value Measurement at Reporting Date Using
   Quoted Prices Significant Other Significant
   in Active Markets Observable Unobservable
   for Identical Assets Inputs Inputs
December 31, 2015  (Level 1) (Level 2) (Level 3)
(Dollars in thousands)       
Assets       
Certificates of deposit$950
 $
 $950
 $
Investment in unconsolidated affiliate2,000
 
 
 2,000
Cash surrender value6,923
 
 6,923
 
Derivative contracts113
 
 113
 
Total9,986
 
 7,986
 2,000
        
Liabilities       
Derivative contracts14,159
 
 14,159
 
Total$14,159
 $
 $14,159
 $

   Fair Value Measurement at Reporting Date Using
   Quoted Prices Significant Other Significant
   in Active Markets Observable Unobservable
   for Identical Assets Inputs Inputs
December 31, 2014  (Level 1) (Level 2) (Level 3)
(Dollars in thousands)       
Assets       
Certificates of deposit$3,750
 $
 $3,750
 $
Investment in unconsolidated affiliate2,000
 
 
 2,000
Cash surrender value6,331
 
 6,331
 
Total12,081
 
 10,081
 2,000
        
Liabilities       
Derivative contracts7,552
 
 7,552
 
Total$7,552
 $
 $7,552
 $


NOTE 45 - DERIVATIVE FINANCIAL INSTRUMENTS

Derivative Instruments and Hedging Activities

We use derivatives to partially offset our business exposure to foreign currency, interest rates, aluminum and other commodity risk. We may enter into forward contracts, option contracts, swaps, collars or other derivative instruments to offset some of the risk on expected future cash flows and on certain existing assets and liabilities. However, we may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates.

rates, interest rates, and aluminum as well as natural gas commodity prices.

To help protect gross margins from fluctuations in foreign currency exchange rates, certain of our subsidiaries, whose functional currency is the U.S. dollar or the Euro, hedge a portion of their forecasted foreign currency costs. Generally, wecosts denominated in the Mexican Peso and Polish Zloty, respectively. We may hedge portions of our forecasted foreign currency exposure associated with costs, typically for up to 3648 months.

We record all derivatives in the consolidated balance sheets at fair value. Our accounting treatment for these instruments is based on the hedge designation. The effective portions of cash flow hedges that are designated as hedging instruments are recorded in AOCIAccumulated Other Comprehensive Income (“AOCI”) until the hedged item is recognized in earnings. The ineffective portions of cash flow hedges are recordedearnings, at which point accumulated gains or losses will be recognized in cost of sales.earnings and classified with the underlying hedged transaction. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.


53


Deferred gains and losses associated with cash flow hedges of foreign currency costs The Company has derivatives that are recognizeddesignated as hedging instruments as well as derivatives that did not qualify for designation as hedging instruments.

Redeemable Preferred Stock Embedded Derivative

We have determined that the conversion option embedded in our redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a componentderivative liability. Separation of costthe conversion option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the conversion option is not considered to be clearly and closely related to the economic characteristics of sales in the sameredeemable preferred stock. This is because the economic characteristics of the redeemable preferred stock are considered more akin to a debt instrument due to the fact that the shares are redeemable at the holder’s option, the redemption value is significantly greater than the face amount, the shares carry a fixed mandatory dividend and the stock price necessary to make conversion more attractive than redemption ($56.324) is significantly greater than the price at the date of issuance ($19.05), all of which lead to the conclusion that redemption is more likely than conversion.

We also have determined that the embedded early redemption option upon the occurrence of a redemption event (e.g. change of control, etc.) must also be bifurcated and accounted for separately from the redeemable preferred stock, because the debt host contract involves a substantial discount (face of $150.0 million as compared to the redemption value of $300.0 million) and exercise of the early redemption option would accelerate the holder’s option to redeem the shares.

Accordingly, we have recorded an embedded derivative liability representing the combined fair value of the right of holders to receive common stock upon conversion of redeemable preferred stock at any time (the “conversion option”) and the right of the holders to exercise their early redemption option upon the occurrence of a redemption event (the “early redemption option”). The embedded derivative liability is adjusted to reflect fair value at each period as the related cost is recognized. Our foreign currency transactions hedgedend with cash flow hedges as of December 31, 2015, are expected to occur within 1 month to 36 months.


Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified immediately into other income and expense. Any subsequent changes in fair value recorded in the “Change in fair value of such derivative instruments are reflectedredeemable preferred stock embedded derivative” financial statement line item of the Company’s consolidated income statements (see Note 12, “Redeemable Preferred Stock.”)

A binomial option pricing model is used to estimate the fair value of the conversion and early redemption options embedded in other incomethe redeemable preferred stock. The binomial model utilizes a “decision tree” whereby future movement in the Company’s common stock price is estimated based on a volatility factor. The binomial option pricing model requires the development and expense unless they are re-designated as hedgesuse of assumptions. These assumptions include estimated volatility of the value of our common stock, assumed possible conversion or early redemption dates, an appropriate risk-free interest rate, risky bond rate and dividend yield.

The expected volatility of the Company’s common stock is estimated based on historical volatility. The assumed base case term used in the valuation model is the period remaining until September 14, 2025 (the earliest date at which the holder may exercise its unconditional redemption option). A number of other transactions.


We had no gains or losses recognizedscenarios incorporate earlier redemption dates to address the possibility of early redemption upon the occurrence of a redemption event. The risk-free interest rate is based on the yield on the U.S. Treasury zero coupon yield curve with a remaining term equal to the expected term of the conversion and early redemption options. The significant assumptions utilized in other incomethe Company’s valuation of the embedded derivative at December 31, 2018 are as follows: valuation scenario terms between 3.00 and expense for foreign currency forward6.70 years, volatility of 58 percent, risk-free rate of 2.5 percent to 2.6 percent related to the respective assumed terms, a risky bond rate of 22 percent and option contracts not designated as hedging instruments during 2015, 2014 and 2013.

a dividend yield of 7.5 percent.

The following tables display the fair value of derivatives by balance sheet line item:item at December 31, 2018 and December 31, 2017:

   December 31, 2018 
   Other
Current
Assets
   Other
Non-current
Assets
   Accrued
Liabilities
   Other
Non-current
Liabilities
 
(Dollars in thousands)                

Foreign exchange forward contracts designated as hedging

instruments

  $2,599    1,011    659    6,202 

Foreign exchange forward contracts not designated as hedging instruments

   333    —      207    —   

Aluminum forward contracts designated as hedging instruments

   —      —      927    —   

Cross currency swap not designated as hedging instrument

   —      —      227    —   

Natural gas forward contracts designated as hedging instruments

   275    —      355    —   

Interest rate swap contracts designated as hedging instruments

   —      —      131    128 

Embedded derivative liability

   —      —      —      3,134 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivative financial instruments

  $3,207    1,011    2,506    9,464 
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2017 
   Other
Current
Assets
   Other
Non-current
Assets
   Accrued
Liabilities
   Other
Non-current
Liabilities
 
(Dollars in thousands)                

Foreign exchange forward contracts and collars designated as hedging instruments

  $3,065    723    4,922    8,405 

Foreign exchange forward contracts not designated as hedging
instruments

   721    —      206    —   

Aluminum forward contracts not designated as hedging instruments

   1,833    —      —      —   

Cross currency swap not designated as hedging instrument

   —      —      1,467    1,106 

Embedded derivative liability

   —      —      —      4,685 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivative financial instruments

  $5,619    723    6,595    14,196 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2015Other Non-current AssetsAccrued LiabilitiesOther Non-current Liabilities
(Dollars in thousands)   
Foreign exchange forward contracts designated as hedging instruments$113
$9,629
$4,530
Total derivative instruments$113
$9,629
$4,530

December 31, 2014Accrued LiabilitiesOther Non-current Liabilities
(Dollars in thousands)  
Foreign exchange forward contracts designated as hedging instruments$5,598
$1,954
Total derivative instruments$5,598
$1,954

The following tables summarizetable summarizes the notional amount and estimated fair value of our derivative financial instruments:

December 31, 2015Notional U.S. Dollar AmountFair Value
(Dollars in thousands)  
Foreign currency exchange contracts designated as cash flow hedges$162,590
$14,046
Total derivative financial instruments$162,590
$14,046

December 31, 2014Notional U.S. Dollar AmountFair Value
(Dollars in thousands)  
Foreign currency exchange contracts designated as cash flow hedges$115,442
$7,552
Total derivative financial instruments$115,442
$7,552

   December 31, 2018  December 31, 2017 
   Notional
U.S. Dollar
Amount
   Fair
Value
  Notional
U.S. Dollar
Amount
   Fair
Value
 
(Dollars in thousands)               

Foreign currency forward contracts and collars designated as hedging instruments

  $467,253   $(3,251 $397,744   $(9,539

Foreign exchange forward contracts not designated as hedging instruments

   45,905    126   23,305    515 

Aluminum forward contracts not designated as hedges

   10,810    (927  15,564    1,833 

Cross currency swap not designated as hedging instrument

   12,151    (227  36,454    (2,573

Natural gas forward contracts designated as hedging instrument

   2,165    (80  —      —   

Interest rate swap contracts designated as hedging instrument

   90,000    (259  —      —   
  

 

 

   

 

 

  

 

 

   

 

 

 

Total derivative financial instruments

  $628,284   $(4,618 $473,067   $(9,764
  

 

 

   

 

 

  

 

 

   

 

 

 

Notional amounts are presented on a gross basis. The notional amounts of the derivative financial instruments do not represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or commodity volumes and prices.



54


The following tables providesummarize the impactgain or loss recognized in accumulated other comprehensive income (loss) (“AOCI”) as of derivative instruments designated as cash flow hedges on our consolidated income statement:December 31, 2018, 2017 and 2016 the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings for the years ended December 31, 2018, 2017 and 2016:

Year ended December 31, 2018

  Amount of Gain or (Loss)
Recognized in AOCI on
Derivatives
  Amount of Pre-tax Gain or
(Loss) Reclassified from
AOCI into  Income
  Amount of Pre-tax Gain or
(Loss) Recognized in Income
on Derivatives
 
(Dollars in thousands)          

Derivative Contracts

  $5,293  $728  $(406
  

 

 

  

 

 

  

 

 

 

Total

  $5,293  $728  $(406
  

 

 

  

 

 

  

 

 

 

Year ended December 31, 2017

  Amount of Gain or (Loss)
Recognized in AOCI on
Derivatives (Effective
Portion)
  Amount of Pre-tax Gain or
(Loss) Reclassified from
AOCI into Income (Effective
Portion)
  Amount of Pre-tax Gain or
(Loss) Recognized in Income
on Derivatives (Ineffective
Portion and Amount Excluded
from Effectiveness Testing)
 
(Dollars in thousands)          

Derivative Contracts

  $7,603  $(4,539 $(538
  

 

 

  

 

 

  

 

 

 

Total

  $7,603  $(4,539 $(538
  

 

 

  

 

 

  

 

 

 

Year ended December 31, 2016

  Amount of Gain or (Loss)
Recognized in AOCI on
Derivatives (Effective
Portion)
  Amount of Pre-tax Gain or
(Loss) Reclassified from
AOCI into Income (Effective
Portion)
  Amount of Pre-tax Gain or
(Loss) Recognized in Income
on Derivatives (Ineffective
Portion and Amount Excluded
from Effectiveness Testing)
 
(Dollars in thousands)          

Derivative Contracts

  $(6,812 $(13,597 $(156
  

 

 

  

 

 

  

 

 

 

Total

  $(6,812 $(13,597 $(156
  

 

 

  

 

 

  

 

 

 


Year Ended December 31, 2015Amount of Gain or (Loss) Recognized in OCI on Derivatives, net of tax (Effective Portion)Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Thousands of dollars)   
Foreign exchange contracts$(4,524)$(9,960)$19
Total$(4,524)$(9,960)$19

Year Ended December 31, 2014Amount of Gain or (Loss) Recognized in OCI on Derivatives, net of tax (Effective Portion)Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Thousands of dollars)   
Foreign exchange contracts$(4,765)$
$
Total$(4,765)$
$


NOTE 56 - BUSINESS SEGMENTS


The company's Chief Executive Officer

As a result of our 2017 acquisition of Uniwheels, the Company expanded into the European market and extended its customer base to include the principal European OEMs. As a consequence, we have realigned our executive management structure, organization and operations to focus on our performance in the North American and European regions. In accordance with the requirements of ASC Topic 280, “Segment Reporting,” we have concluded that our North American and European businesses represent separate operating segments in view of significantly different markets, customers and products within each of these regions. Each operating segment has discrete financial information which is evaluated regularly by the chief operating decision maker ("CODM") because he has final authority over performance assessment andCompany’s CEO in determining resource allocation decisions. The CODM evaluates both consolidated and disaggregated financial information forassessing performance. Within each of the company's business units in deciding how to allocate resourcesthese regions, markets, customers, products and assess performance. Each manufacturing facility manufactures the same products, ships product to the same group of customers, utilizes the same cast manufacturing processproduction processes are similar and as a result, production can generally be readily transferred amongstbetween production facilities. Moreover, our facilities.business within each region leverages common systems, processes and infrastructure. Accordingly, we operate as a single integrated businessNorth America and as such, have only one operatingEurope comprise the Company’s reportable segments for purposes of segment - automotive wheels.reporting.

(Dollars in thousands)  Net Sales   Income from Operations 
   2018   2017   2016   2018   2017   2016 

North America

  $800,383   $732,418   $732,677   $29,702   $9,808   $54,602 

Europe

   701,444    375,637    —      56,103    11,710    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $1,501,827   $1,108,055   $732,677   $85,805   $21,518   $54,602 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(Dollars in thousands)  Depreciation and
Amortization
   Capital Expenditures 
   2018   2017   2016   2018   2017   2016 

North America

  $33,588   $35,931   $34,261   $37,476   $47,493   $39,575 

Europe

   61,468    33,404    —      40,221    23,444    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $95,056   $69,335   $34,261   $77,697   $70,937   $39,575 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Dollars in thousands)                
   Property, Plant, and
Equipment, net
   Goodwill and
Intangible Assets
 
   2018   2017   2018   2017 

North America

  $249,791   $245,178   $—    $—  

Europe

   282,976    291,508    459,803    508,278 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $532,767   $536,686   $459,803   $508,278 
  

 

 

   

 

 

   

 

 

   

 

 

 

(Dollars in thousands)  Total Assets 
   2018   2017 

North America

  $484,682   $519,192 

Europe

   966,934    1,032,060 
  

 

 

   

 

 

 
  $1,451,616   $1,551,252 
  

 

 

   

 

 

 


Geographic information      
       
Net sales by geographic location is the following:      
       
Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Net sales:      
U.S. $177,198
 $261,478
 $286,380
Mexico 550,748
 483,969
 503,184
Consolidated net sales $727,946
 $745,447
 $789,564
       

55


Long Lived Assets      
       
Long-lived assets includes property, plant and equipment, net, by geographic location as follows:
       
December 31,   2015 2014
(Thousands of dollars)      
Property, plant and equipment, net:      
U.S.   $44,274
 $55,120
Mexico   190,372
 199,915
Consolidated property, plant and equipment, net   $234,646
 $255,035

Geographic information

Net sales by geographic location:

Year Ended December 31,

  2018   2017   2016 
(Dollars in thousands)            

Net sales:

      

U.S.

  $127,178   $124,711   $120,395 

Mexico

   673,205    607,707    612,282 

Germany

   279,631    155,227    —   

Poland

   421,813    220,410    —   
  

 

 

   

 

 

   

 

 

 

Consolidated net sales

  $1,501,827   $1,108,055   $732,677 
  

 

 

   

 

 

   

 

 

 

NOTE 67 - ACCOUNTS RECEIVABLE

December 31, 2015 2014
(Thousands of dollars)    
Trade receivables $103,202
 $96,177
Other receivables 10,253
 6,830
  113,455
 103,007
Allowance for doubtful accounts (867) (514)
Accounts receivable, net $112,588
 $102,493

December 31,

  2018   2017 
(Dollars in thousands)        

Trade receivables

  $101,864   $152,476 

Other receivables

   7,083    10,016 
  

 

 

   

 

 

 
   108,947    162,492 

Allowance for doubtful accounts

   (4,298   (2,325
  

 

 

   

 

 

 

Accounts receivable, net

  $104,649   $160,167 
  

 

 

   

 

 

 

   2018
Percent of
Net Sales
  2017
Percent of
Net Sales
  2016
Percent of
Net Sales
 

Ford

   18  22  38

GM

   18  20  30

VW Group

   12  9  <1

Toyota

   8  9  14

The following percentages of our consolidated net sales were made toaccounts receivable from GM, Ford, GM,VW Group and Toyota and Fiat Chrysler Automobiles: 2015 - 44 percent,at December 31, 2018 represented approximately 24 percent, 1411 percent, and 8 percent and 2014 - 446 percent 24of the total accounts receivable, respectively. The accounts receivable from GM, Ford and Toyota represented approximately 26 percent, 1220 percent and 104 percent respectively. These four customers represented 90 percent and 92 percent of trade receivables at December 31, 2015 and 2014, respectively.



2017.

NOTE 78 - INVENTORIES

December 31,2015 2014
(Dollars in thousands)   
Raw materials$19,148
 $19,427
Work in process21,063
 30,797
Finished goods21,558
 24,453
Inventories$61,769
 $74,677

December 31,

  2018   2017 
(Dollars in thousands)        

Raw materials

  $49,571   $59,353 

Work in process

   42,886    48,803 

Finished goods

   83,121    65,843 
  

 

 

   

 

 

 

Inventories, net

  $175,578   $173,999 
  

 

 

   

 

 

 

Service wheel and supplies inventory included in othernon-current assets in the consolidated balance sheets totaled $6.9$8.9 million and $6.4$8.1 million at December 31, 20152018 and 2014,2017, respectively. Included in raw materials were operating supplies and spare parts totaling $9.2 million and $8.8 million at December 31, 2015 and 2014, respectively.


NOTE 89 - PROPERTY, PLANT AND EQUIPMENT

December 31,2015 2014
(Dollars in thousands)   
Land and buildings$73,803
 $91,209
Machinery and equipment486,612
 447,880
Leasehold improvements and others4,204
 6,865
Construction in progress20,455
 59,600
 585,074
 605,554
Accumulated depreciation(350,428) (350,519)
Property, plant and equipment, net$234,646
 $255,035


56


Construction in progress includes approximately $5.5 million and $47.8 million of costs related to our new wheel plant in Mexico at December 31, 2015 and 2014, respectively.

December 31,

  2018   2017 
(Dollars in thousands)        

Land and buildings

  $140,471   $136,918 

Machinery and equipment

   769,451    720,175 

Leasehold improvements and others

   12,883    12,192 

Construction in progress

   67,559    58,753 
  

 

 

   

 

 

 
   990,364    928,038 

Accumulated depreciation

   (457,597   (391,352
  

 

 

   

 

 

 

Property, plant and equipment, net

  $532,767   $536,686 
  

 

 

   

 

 

 

Depreciation expense was $34.5$68.8 million, $35.6$54.2 million and $28.5$34.3 million for the years ended December 31, 2015, 20142018, 2017 and 2016, respectively.

NOTE 10 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and indefinite-lived assets, such as certain trade names acquired in connection with the acquisition of our European operations on May 30, 2017, are not amortized, but are instead evaluated for impairment on an annual basis at the end of the fiscal year, or more frequently if events or circumstances indicate that impairment may be more likely than not.

We conducted the annual goodwill impairment testing as of December 31, 2018. The Company evaluated its goodwill using a quantitative approach. The identification of potential impairment involves comparing the Company’s Europe reporting unit’s estimated fair value to its carrying value, including goodwill. In performing our valuation, we utilized an income approach and a market approach to determine fair value. The income approach is based on projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The discount rate used is the weighted average of an estimated cost of equity and of debt (“weighted average cost of capital”). The weighted average cost of capital is adjusted as necessary to reflect risk associated with the business of the Europe reporting unit. Business forecasts are based on estimated production volumes, product prices and expenses, including raw material cost, wages, energy and other expenses. Other significant assumptions include terminal value cash flow and growth rates, future capital expenditures and changes in future working capital requirements. The market approach is based on the observed ratios of enterprise value to earnings before interest, taxes, depreciation and amortization (EBITDA) of comparable, publicly traded companies. The market approach fair value is determined by multiplying historical and anticipated financial metrics of the Europe reporting unit by the EBITDA pricing multiples derived from the comparable, publicly traded companies. Our assessment indicated that the fair value of the European reporting unit exceeded its respective carrying value.

The Company’s finite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Following is a summary of the Company’s finite-lived and indefinite-lived intangible assets and goodwill as of December 31, 2018 and 2017.

   Gross
Carrying
Amount
   Accumulated
Amortization
  Currency
Translation
   Net
Carrying
Amount
   Remaining
Weighted
Average
Amortization
Period
 

Year Ended December 31, 2018

(Dollars in thousands)

                   

Brand name

  $9,000   $(2,979 $237   $6,258    4-5 

Technology

   15,000    (4,964  394    10,430    3-5 

Customer relationships

   167,000    (33,468  3,823    137,355    5-10 
  

 

 

   

 

 

  

 

 

   

 

 

   

Total finite

   191,000    (41,411  4,454    154,043   

Trade names

   14,000    —     326    14,326    Indefinite 
  

 

 

   

 

 

  

 

 

   

 

 

   

Total intangibles

  $205,000   $(41,411 $4,780   $168,369   
  

 

 

   

 

 

  

 

 

   

 

 

   

   Beginning
Balance
   Currency
Translation
   Ending
Balance
 

Year Ended December 31, 2018

(Dollars in thousands)

            

Goodwill

  $304,805   $(13,371  $291,434 
  

 

 

   

 

 

   

 

 

 

   Gross
Carrying
Amount
   Accumulated
Amortization
  Currency
Translation
   Net
Carrying
Amount
   Remaining
Weighted
Average
Amortization
Period
 

Year Ended December 31, 2017

(Dollars in thousands)

                   

Brand name

  $9,000   $(1,091 $581   $8,490    5-6 

Technology

   15,000    (1,818  968    14,150    4-6 

Customer relationships

   167,000    (12,259  11,005    165,746    6-11 
  

 

 

   

 

 

  

 

 

   

 

 

   

Total finite

   191,000    (15,168  12,554    188,386   

Trade names

   14,000    —     1,087    15,087    Indefinite 
  

 

 

   

 

 

  

 

 

   

 

 

   

Total intangibles

  $205,000   $(15,168 $13,641   $203,473   
  

 

 

   

 

 

  

 

 

   

 

 

   

   Beginning
Balance
   Currency
Translation
   Ending
Balance
 

Year Ended December 31, 2017

(Dollars in thousands)

            

Goodwill

  $286,249   $18,556   $304,805 
  

 

 

   

 

 

   

 

 

 

Amortization expense for these intangible assets was $26.3 million and $15.2 million for the years ended December 31, 2018 and 2017, respectively. The anticipated annual amortization expense for these intangible assets is $25.0 million for 2019 to 2021, $22.2 million for 2022 and $20.2 million for 2023.

NOTE 11 - DEBT

A summary of long-term debt and the related weighted average interest rates is shown below:

   December 31, 2018
(Dollars in Thousands)
 
Debt Instrument  Total
Debt
   Debt
Issuance
Costs(1)
   Total
Debt, Net
   Weighted
Average
Interest
Rate
 

Term Loan Facility

  $382,800   $(13,078  $369,722    6.3

6.00% Senior Notes due 2025

   286,100    (7,366   278,734    6.0

Other

   16,022    —      16,022    2.2
  

 

 

   

 

 

   

 

 

   
  $684,922   $(20,444   664,478   
  

 

 

   

 

 

     

Less: Current portion

       (3,052  
      

 

 

   

Long-term debt

      $661,426   
      

 

 

   

   December 31, 2017
(Dollars in Thousands)
 
Debt Instrument  Total
Debt
   Debt
Issuance
Costs(1)
   Total
Debt, Net
   Weighted
Average
Interest
Rate
 

Term Loan Facility

  $386,800   $(15,802  $370,998    5.6

6.00% Senior Notes due 2025

   300,250    (8,510   291,740    6.0

Other

   20,814    —      20,814    1.0
  

 

 

   

 

 

   

 

 

   
  $707,864   $(24,312   683,552   
  

 

 

   

 

 

     

Less: Current portion

       (4,000  
      

 

 

   

Long-term debt

      $679,552   
      

 

 

   

(1)

Unamortized portion

Senior Notes

On June 15, 2017, Superior issued Euro 250.0 million aggregate principal amount of 6.00% Senior Notes (the “Notes”) due June 15, 2025. Interest on the Notes is payable semiannually, on June 15 and December 15. Superior may redeem the Notes, in whole or in part, on or after June 15, 2020 at redemption prices of 103.000% and 101.500% of the principal amount thereof if the redemption occurs during the12-month2013 period beginning June 15, 2020 or 2021, respectively, and a redemption price of 100% of the principal amount thereof on or after June 15, 2022, in each case plus accrued and unpaid interest to, but not including, the applicable redemption date. In addition, the Company may redeem some or all of the Notes prior to June 15, 2020 at a price equal to 100.0% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any, up to, but not including, the redemption date. Prior to June 15, 2020, the Company may redeem up to 40% of the aggregate principal amount of the Notes using the proceeds of certain equity offerings at a certain redemption price. If we experience a change of control or sell certain assets, the Company may be required to offer to purchase the Notes from the holders. The Notes are senior unsecured obligations ranking equally in right of payment with all of its existing and future senior indebtedness and senior in right of payment to any subordinated indebtedness. The Notes are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company, including the Senior Secured Credit Facilities (as defined below), respectively.  to the extent of the assets securing such indebtedness.

Guarantee

The Notes are unconditionally guaranteed by all material wholly-owned direct and indirect domestic restricted subsidiaries of the Company (the “Subsidiary Guarantors”), with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences.

Covenants

Subject to certain exceptions, the indenture governing the Notes contains restrictive covenants that, among other things, limit the ability of Superior and the Subsidiary Guarantors to: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets or issue capital stock of restricted subsidiaries; (v) create liens; (vi) merge, consolidate, transfer or dispose of substantially all of their assets; and (vii) engage in certain transactions with affiliates. These covenants are subject to several important limitations and exceptions that are described in the indenture.

The indenture provides for customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) nonpayment of principal, premium, if any, and interest, when due; (ii) breach of covenants in the indenture; (iii) a failure to pay certain judgments; and (iv) certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Bank of New York Mellon, London Branch (“the Trustee”) or holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. These events of default are subject to several important qualifications, limitations and exceptions that are described in the indenture. As of December 31, 2018, the Company was in compliance with all covenants under the indenture governing the Notes.

Senior Secured Credit Facilities

On March 22, 2017, Superior entered into a senior secured credit agreement (the “Credit Agreement”) with Citibank, N.A, as Administrative Agent, Collateral Agent and Issuing Bank, JP Morgan Chase N.A., Royal Bank of Canada and Deutsche Bank A.G. New York Branch as Joint Lead Arrangers and Joint Book Runners, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement consisted of a $400.0 million senior secured term loan facility (the “Term Loan Facility”), which matures on May 22, 2022, and a $160.0 million revolving credit facility maturing on May 23, 2024 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”).

On June 29, 2018, the Company entered into an amendment to the Credit Agreement pursuant to which the interest rate under the Term Loan Facility was reduced to LIBOR plus 4.00 percent (from LIBOR plus 4.50 percent), subject to a LIBOR floor of 0.00 percent (in place of the previous LIBOR floor of 1.00 percent). Substantially all of the original loans under the Term Loan Facility were replaced with loans from existing lenders under terms that were not substantially different than those of the original loans. As a result, this transaction did not result in any debt extinguishment and the unamortized debt issuance costs associated with the original loans will continue to be amortized over the remaining term of the replacement loans (which is unchanged from the original term). Borrowings under the Term Loan Facility will bear interest at a rate equal to, at the Company’s option, either (a) LIBOR for the relevant interest period, adjusted for statutory reserve requirements, subject to a floor of 0.00 percent per annum, plus an applicable rate of 4.00 percent or (b) a base rate, subject to a floor of 2.00 percent per annum, equal to the highest of (1) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (2) the federal funds rate plus 0.50 percent and (3) LIBOR for an interest period of one month plus 1.00 percent, in each case, plus an applicable rate of 3.50 percent. Borrowings under the Revolving Credit Facility initially bear interest at a rate equal to, at the Company’s option, either (a) LIBOR for the relevant interest period, adjusted for statutory reserve requirements,

subject to a floor of 1.00 percent per annum, plus an applicable rate of 3.50 percent or (b) a base rate, equal to the highest of (1) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (2) the federal funds effective rate plus 0.50 percent and (3) LIBOR for an interest period of one month plus 1.00 percent, in each case, plus an applicable rate of 2.50 percent provided such rate may not be less than zero. The initial commitment fee for unused commitments under the Revolving Credit Facility shall be 0.50 percent. The applicable rates for borrowings under the Revolving Credit Facility and commitment fees for unused commitments under the Revolving Credit Facility are based upon the First Lien Net Leverage Ratio effective for the preceding quarter with LIBOR applicable rates between 3.50 percent and 3.00 percent, base rate applicable rates between 2.50 percent and 2.00 percent and commitment fees between 0.50 percent and 0.25 percent. Commitment fees are included in our consolidated financial statements line, interest (expense) income, net.

As of December 31, 2018, the Company had repaid $17.2 million under the Term Loan Facility resulting in a balance of $382.8 million. As of December 31, 2018, the Company had no outstanding borrowings under the Revolving Credit Facility, had outstanding letters of credit of $3.4 million and available unused commitments under this facility of $156.6 million.

Guarantees and Collateral Security

Our obligations under the Credit Agreement are unconditionally guaranteed by all material wholly-owned direct and indirect domestic restricted subsidiaries of the Company, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences. The guarantees of such obligations, will be secured, subject to permitted liens and other exceptions, by substantially all of our assets and the Subsidiary Guarantors’ assets, including but not limited to: (i) a perfected pledge of all of the capital stock issued by each of the Company’s direct wholly-owned domestic restricted subsidiaries or any guarantor (subject to certain exceptions) and up to 65 percent of the capital stock issued by each direct wholly-owned foreign restricted subsidiary of the Company or any guarantor (subject to certain exceptions) and (ii) perfected security interests in and mortgages on substantially all tangible and intangible personal property and materialfee-owned real property of the Company and the guarantors (subject to certain exceptions and exclusions).

Covenants

The Senior Secured Credit Facilities contain a number of restrictive covenants that, among other things, restrict, subject to certain exceptions, our ability to incur additional indebtedness and guarantee indebtedness, create or incur liens, engage in mergers or consolidations, sell, transfer or otherwise dispose of assets, make investments, acquisitions, loans or advances, pay dividends, distributions or other restricted payments, or repurchase our capital stock, prepay, redeem, or repurchase any subordinated indebtedness, enter into agreements which limit our ability to incur liens on our assets or that restrict the ability of restricted subsidiaries to pay dividends or make other restricted payments to us, and enter into certain transactions with our affiliates.

In 2014, depreciation expense includes $6.5addition, the Credit Agreement contains customary default provisions, representations and warranties and other covenants. The Credit Agreement also contains a provision permitting the Lenders to accelerate the repayment of all loans outstanding under the Senior Secured Credit Facilities during an event of default. As of December 31, 2018, the Company was in compliance with all covenants under the Credit Agreement.

Acquisition Debt

In connection with the acquisition of Unwheels, the Company assumed $70.7 million of accelerated depreciation chargesoutstanding debt. At December 31, 2018, $16.0 million of debt remained outstanding relating to an equipment loan of which $3.1 million was classified as current. The Company also has an available unused line of credit of Euro 30.0 million which expires July 31, 2020. The line of credit bears interest at Euribor plus 1.0 percent (but in any event not less than 0.95 percent) and the equipment loan bears interest at 2.2 percent.

NOTE 12 - REDEEMABLE PREFERRED STOCK

During 2017, we issued 150,000 shares of Series A (140,202 shares) and Series B (9,798 shares) Perpetual Convertible Preferred Stock, par value $0.01 per share to TPG Growth III Sidewall, L.P. (TPG) for an aggregate purchase price of $150.0 million. On August 30, 2017, the Series B shares were converted into Series A redeemable preferred stock, the “redeemable preferred stock” after approval by our shareholders. The redeemable preferred stock has an initial stated value of $1,000 per share, par value of $0.01 per share and liquidation preference over common stock.

The redeemable preferred stock is convertible into shares of our common stock equal to the number of shares determined by dividing the sum of the stated value and any accrued and unpaid dividends by the conversion price of $28.162. The redeemable preferred stock accrues dividends at a rate of 9 percent per annum, payable at our election eitherin-kind or in cash and is also entitled to participate in dividends on common stock in an amount equal to that which would have been due had the shares been converted into common stock.

We may mandate conversion of the redeemable preferred stock if the price of the common stock exceeds $84.49. TPG may redeem the shares upon the occurrence of any of the following events (referred to as a “redemption event”): a change in control, recapitalization, merger, sale of substantially all of the Company’s assets, liquidation or delisting of the Company’s common stock. In addition, as originally issued, TPG had the right, at its option, to unconditionally redeem the shares at any time after May 23, 2024, (the “redemption date”). We may, at our option, redeem in whole at any time all of the shares of redeemable preferred stock outstanding. At redemption by either party, the redemption value will be the greater of $300.0 million (2.0 times stated value) or the product of the number of common shares into which the redeemable preferred stock could be converted (5.3 million shares currently) and the then current market price of the common stock.

We have determined that the conversion option and the redemption option exercisable upon occurrence of a “redemption event” which are embedded in the redeemable preferred stock must be accounted for separately from the redeemable preferred stock as a derivative liability. We have also determined that the early redemption option exercisable on the occurrence of a redemption event must also be bifurcated and accounted for separately as a derivative liability (as more fully described under Note 5, “Derivative Financial Instruments”).

Since the redeemable preferred stock may be redeemed at the option of the holder, but is not mandatorily redeemable, the redeemable preferred stock has been classified as mezzanine equity and initially recognized at fair value of $150.0 million (the proceeds on the date of issuance) less issuance costs of $3.7 million, resulting in an initial value of $146.3 million. This amount has been further reduced by $10.9 million assigned to the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $135.5 million. The difference between the adjusted initial value of $135.5 million and the redemption value of $300 million was being accreted over the eight-year period from the date of issuance through September 14, 2025 (the original date at which the holder had the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings and deducted in computing earnings per share (analogous to the treatment for stated and participating dividends paid on the redeemable preferred shares).

On November 7, 2018, the Company filed a Certificate of Correction to the Certificate of Designations for the preferred stock, which became effective upon filing and corrected the redemption date to September 14, 2025. This resulted in a modification of the redeemable preferred stock. As a result of shortened estimated useful lives duethe modification, the carrying value of the redeemable preferred stock decreased $17.2 million (which was credited to restructuring activities describedretained earnings, treated as a deemed dividend and is added back to compute earnings per share) and the period for accretion of the carrying value to the redemption value has been extended to September 14, 2025. The accretion has been adjusted to amortize the excess of the redemption value over the carrying value over the period through September 14, 2025. The accumulated accretion net of the modification adjustment as of December 31, 2018 is $9.0 million resulting in an adjusted redeemable preferred stock balance of $144.5 million.

NOTE 13 - EUROPEANNON-CONTROLLING REDEEMABLE EQUITY

On January 17, 2018, the DPLTA (referred to in Note 2, - Restructuring.


NOTE 9 - INVESTMENT IN UNCONSOLIDATED AFFILIATE

On June 28, 2010, we executed“Acquisition”) became effective retroactively to January 1, 2018. As a share subscription agreement (the "Agreement")result,non-controlling interests with Synergies, a private aluminum wheel manufacturer based in Visakhapatnam, India, providing for our acquisition of a minority interest in Synergies. The total cash investment in Synergies amounted to $4.5 million, representing 12.6 percent of the outstanding equity shares of Synergies. Our Synergies investment is accounted for using the cost method. During 2011, a group of existing equity holders, including the company, made a loan of $1.5 million to Synergies for working capital needs. The company's share of this unsecured advance was $0.5 million. The remaining principal balance of the unsecured advance was paid in full during the first quarter of 2015.

In October 2014, a typhoon caused significant damage to the facilities and operations of Synergies, and in the fourth quarter of 2014 we tested the $4.5 million carrying value of our investment for impairment. Based on our evaluation, we determined there was an other-than-temporary impairment$51.9 million were reclassified from stockholders’ equity to mezzanine equity effective January 1, 2018 becausenon-controlling interests with redemption rights (not within the Company’s control) are considered redeemable and wrotemust be classified outside shareholders’ equity. In addition, the investment down to its estimated faircarrying value of $2.0 million, withthenon-controlling interests must be adjusted to redemption value since they are currently redeemable. The following table summarizes the $2.5 million loss recognized in incomeEuropeannon-controlling redeemable equity activity for the year ended December 31, 2014. 2018:

Balance at December 31, 2017

  $—  

Reclassification ofnon-controlling interests

   51,943 

Redemption value adjustment

   3,625 

Dividends accrued

   1,512 

Dividends paid

   (964

Translation adjustment

   (3,219

Purchase of shares

   (39,048
  

 

 

 

Balance at December 31, 2018

  $13,849 
  

 

 

 

Annual compensation payable on untendered outstanding shares under the DPLTA must be recognized as it accrues, whether declared or paid. As of December 31, 2018, we have recognized $1.5 million representing the annual dividend to the Europeannon-controlling shareholders for 2018, $1.0 million of which was paid upon redemption of the shares tendered during the year ended December 31, 2018.

NOTE 14 - EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income (loss) attributable to Superior, after adjusting for preferred dividend, Europeannon-controlling redeemable equity dividends and the preferred stock modification (consisting of the preferred stock reduction of $17.2 million, net of the increase in the embedded derivative liability of $1.9 million), by the weighted average number of common shares outstanding. For purposes of calculating diluted earnings per share, the weighted average shares outstanding includes the dilutive effect of outstanding stock options and time and performance based restricted stock units under the treasury stock method.

The valuation was based on an income approach using current financial forecast data, and rates and assumptions market participantsredeemable preferred shares discussed in Note 12, “Redeemable Preferred Stock” are not included in the diluted earnings per share because the conversion would use in pricingbe anti-dilutive as of the investment. There was no further impairment in 2015.


period ended December 31, 2018.

Year Ended December 31,

  2018  2017  2016 
(Dollars in thousands, except per share amounts)          

Basic Earnings Per Share:

    

Reported net income (loss) attributable to Superior

  $25,961  $(6,203 $41,381 

Less: Redeemable preferred stock dividends and accretion

   (32,462  (18,912  —   

Add: Preferred stock modification

   15,257   —     —   

Less: Europeannon-controlling redeemable equity dividend

   (1,512  —     —   
  

 

 

  

 

 

  

 

 

 

Basic numerator

  $7,244  $(25,115 $41,381 
  

 

 

  

 

 

  

 

 

 

Basic earnings (loss) per share

  $0.29  $(1.01 $1.63 
  

 

 

  

 

 

  

 

 

 

Weighted average shares outstanding-Basic

   24,994   24,929   25,439 
  

 

 

  

 

 

  

 

 

 

Diluted Earnings Per Share:

    

Reported net income (loss) attributable to Superior

  $25,961  $(6,203 $41,381 

Less: Redeemable preferred stock dividends and accretion

   (32,462  (18,912  —   

Add: Preferred stock modification

   15,257   —     —   

Less: Europeannon-controlling redeemable equity dividend

   (1,512  —     —   
  

 

 

  

 

 

  

 

 

 

Diluted numerator

  $7,244  $(25,115 $41,381 
  

 

 

  

 

 

  

 

 

 

Diluted earnings (loss) per share

  $0.29  $(1.01 $1.62 
  

 

 

  

 

 

  

 

 

 

Weighted average shares outstanding-Basic

   24,994   24,929   25,439 

Dilutive effect of common share equivalents

   161   —     100 
  

 

 

  

 

 

  

 

 

 

Weighted average shares outstanding-Diluted

   25,155   24,929   25,539 
  

 

 

  

 

 

  

 

 

 

NOTE 1015 - INCOME TAXES

Income before income taxes from domestic and international jurisdictions is comprised of the following:

Year Ended December 31,

  2018   2017   2016 
(Dollars in thousands)            

Income before income taxes:

      

Domestic

  $(44,058  $(63,716  $18,499 

Foreign

   76,310    64,582    36,222 
  

 

 

   

 

 

   

 

 

 
  $32,252   $866   $54,721 
  

 

 

   

 

 

   

 

 

 


Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Income before income taxes and equity earnings:      
Domestic $25,069
 $8,328
 $27,981
International 10,214
 7,374
 8,860
  $35,283
 $15,702
 $36,841

The provision for income taxes is comprised of the following:

Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Current taxes      
Federal $(10,900) $(2,976) $(9,951)
State 481
 (453) (859)
Foreign (2,099) (8,660) (1,307)
Total current taxes (12,518) (12,089) (12,117)
Deferred taxes  
  
  
Federal (961) 657
 183
State (576) (109) 277
Foreign 2,716
 4,642
 (2,360)
Total deferred taxes 1,179
 5,190
 (1,900)
       
Income tax provision $(11,339) $(6,899) $(14,017)




57


Year Ended December 31,

  2018   2017   2016 
(Dollars in thousands)            

Current taxes

      

Federal

  $3,714   $6,121   $(5,017

State

   127    (390   450 

Foreign

   (11,180   (12,564   (10,639
  

 

 

   

 

 

   

 

 

 

Total current taxes

   (7,339   (6,833   (15,206
  

 

 

   

 

 

   

 

 

 

Deferred taxes

      

Federal

   (919   (4,387   (1,199

State

   521    1,492    (332

Foreign

   1,446    2,853    3,397 
  

 

 

   

 

 

   

 

 

 

Total deferred taxes

   1,048    (42   1,866 
  

 

 

   

 

 

   

 

 

 

Income tax provision

  $(6,291  $(6,875  $(13,340
  

 

 

   

 

 

   

 

 

 

The following is a reconciliation of the United StatesU.S. federal tax rate to our effective income tax rate:

Year Ended December 31,

  2018  2017  2016 

Statutory rate

   (21.0)%   (35.0)%   (35.0)% 

State tax provisions, net of federal income tax benefit

   6.4   263.4   (6.3

Tax credits

   1.3   88.9   0.6 

Foreign income taxes at rates other than the statutory rate

   16.8   1,206.6   11.7 

Valuation allowance and other

   (28.0  (138.0  5.1 

Changes in tax liabilities, net

   (0.6  (11.3  0.5 

Share based compensation

   (1.0  (61.5  (1.2

Transaction costs

   —     (372.2  —   

US Tax Reform implementation

   10.9   (1,918.7  —   

US Tax onnon-US income

   (16.1  —     —   

Non-taxable income

   16.3   152.6   —   

Other

   (4.5  31.3   0.2 
  

 

 

  

 

 

  

 

 

 

Effective income tax rate

   (19.5)%   (793.9)%   (24.4)% 
  

 

 

  

 

 

  

 

 

 

Year Ended December 31,2015 2014 2013
Statutory rate(35.0)% (35.0)% (35.0)%
State tax provisions, net of federal income tax benefit3.8
 (0.5) (1.0)
Permanent differences(1.5) (5.3) (0.1)
Tax credits0.9
 2.8
 6.0
Foreign income taxes at rates other than the statutory rate2.3
 (0.5) 0.7
Valuation allowance and other(5.6) (8.4) 
Changes in tax liabilities, net6.4
 4.2
 (5.7)
Share based compensation(4.4) 
 
Other1.0
 (1.2) (2.9)
Effective income tax rate(32.1)% (43.9)% (38.0)%

Our effective income tax rate for 2015 was 32.1 percent. The effective tax rate was lower than the US federal statutory rate primarily as a result of net decreases in the liability for uncertain tax positions partially offset by the reversal of deferred tax assets related to share-based compensation shortfalls.

Our effective income tax rate for 2014 was 43.9 percent. The effective tax rate was higher than the US federal statutory rate primarily as a result of valuation allowances established for foreign deferred tax assets and various permanent differences including non-deductible expenses related to recent tax law changes in Mexico.

Our effective income tax rate for 2013 was 38.0 percent. The effective rate was higher than the U.S. federal statutory rate primarily as a result of increases in the liability for uncertain tax positions.
We are a multinational company subject to taxation in many jurisdictions. We record liabilities dealing with uncertainty in the application of complex tax laws and regulations in the various taxing jurisdictions in which we operate. If we determine that payment of these liabilities will be unnecessary, we reverse the liability and recognize the tax benefit during the period in which we determine the liability no longer applies. Conversely, we record additional tax liabilities or valuation allowances in a period in which we determine that a recorded liability is less than we expect the ultimate assessment to be or that a tax asset is impaired.

Income taxes are accounted for pursuant to U.S. GAAP, which requires the use of the liability method and the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect on deferred taxes for a change in tax rates is recognized in the provision for income taxes in the period of enactment. U.S. income taxes on undistributed earnings of our international subsidiaries have not been provided as such earnings are considered permanently reinvested. Tax credits and special deductions are accounted for as a reduction of the provision for income taxes in the period in which the credits arise.

Tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred liabilities are as follows:


58


December 31, 2015 2014
(Thousands of dollars)    
Deferred income tax assets:    
Liabilities deductible in the future $7,060
 $7,046
Liabilities deductible in the future related to hedging and foreign currency losses 8,469
 3,378
Deferred compensation 11,833
 14,023
Net loss carryforwards and credits 5,891
 3,395
Competent authority deferred tax assets and other foreign timing differences 4,836
 8,603
Other (683) 1,430
   Total before valuation allowance 37,406
 37,875
Valuation allowance (5,891) (3,911)
Net deferred income tax assets 31,515
 33,964
Deferred income tax liabilities:  
  
Differences between the book and tax basis of property, plant and equipment (14,011) (21,337)
Deferred income tax liabilities (14,011) (21,337)
Net deferred income tax assets $17,504
 $12,627

December 31,

  2018   2017 
(Dollars in thousands)        

Deferred income tax assets:

    

Accrued liabilities

  $8,117   $2,445 

Hedging and foreign currency losses

   (1,163   2,034 

Deferred compensation

   8,021    8,628 

Inventory reserves

   3,984    2,954 

Net loss carryforwards and credits

   51,552    69,018 

Interest carryforwards

   11,269    —   

Competent authority deferred tax assets and other foreign timing differences

   6,749    6,939 

Other

   (3,921   (830
  

 

 

   

 

 

 

Total before valuation allowance

   84,608    91,188 

Valuation allowance

   (16,576   (7,634
  

 

 

   

 

 

 

Net deferred income tax assets

   68,032    83,554 
  

 

 

   

 

 

 

Deferred income tax liabilities:

    

Intangibles, property, plant and equipment and other

   (44,591   (57,791
  

 

 

   

 

 

 

Deferred income tax liabilities

   (44,591   (57,791
  

 

 

   

 

 

 

Net deferred income tax assets

  $23,441   $25,763 
  

 

 

   

 

 

 

The classification of our net deferred tax asset is shown below:


December 31, 2015 2014
(Thousands of dollars)    
     
Current deferred income tax assets $
 $9,897
Current deferred income tax liabilities 
 
Long-term deferred income tax assets 25,598
 17,852
Long-term deferred income tax liabilities (8,094) (15,122)
Net deferred tax asset $17,504
 $12,627

December 31,

  2018   2017 
(Dollars in thousands)        

Long-term deferred income tax assets

  $42,105   $54,302 

Long-term deferred income tax liabilities

   (18,664   (28,539
  

 

 

   

 

 

 

Net deferred tax asset

  $23,441   $25,763 
  

 

 

   

 

 

 

Realization of any of our deferred tax assets at December 31, 20152018 is dependent on the companyCompany generating sufficient taxable income in the future. The determination of whether or not to record a full or partial valuation allowance on our deferred tax assets is a critical accounting estimate requiring a significant amount of judgment on the part of management. In determining when to release the valuation allowance established against our deferred income tax assets, we consider all available evidence, both positive and negative. We perform our analysis on a jurisdiction by jurisdiction basis at the end of each reporting period. The increase in the valuation allowance of $9.0 million relates primarily to interest expense subject to limitations on deductibility in the U.S.

The Tax Cut and Jobs Act (“the Act”) was enacted on December 22, 2017. The Act contains significant changes to corporate taxation, including the reduction of the corporate tax rate from 35 percent to 21 percent, aone-time transition tax on offshore earnings at reduced tax rates regardless of whether earnings are repatriated, the elimination of U.S. tax on foreign dividends (subject to certain important exceptions), new tax on U.S. shareholders of certain foreign subsidiaries earnings — Global IntangibleLow-Tax Income (“GILTI”), limitations on deductibility of interest expense, immediate deductions for certain new investments and the modification or repeal of many business deductions and credits.

The Company had recorded provisional amounts for enactment-date income tax effects of the Act at December 31, 2017 following the guidance in SAB 118. At December 31, 2018 the Company has completed the accounting for all enactment-date income tax effects of the Act and recorded a benefit of $3.9 million as an adjustment to the provisional amounts. The Company also recorded $5.2 million expense related to GILTI.


As of December 31, 20152018, we have cumulative tax effected U.S. federal, state and Germany NOL carryforwards of $117.6$12.9 million that begin to expire in 2016.the years 2019 to 2038. Also, we have $2.5$38.6 million of state tax credit carryforwards, primarily in Poland, which begin to expire in 2021.


Wethe years 2021 to 2026.

The transition tax substantially eliminated the basis difference that existed previously for purposes of ASC Topic 740. However, there are limited other taxes that could continue to apply such as foreign withholding and certain state taxes. Taxes have not been provided for deferred income taxes or foreign withholding tax on basis differences in our non-U.S. subsidiariesinvestments of $173 million that result from undistributed earnings of $73.1 million which the company has the intent and the ability to reinvest in its foreign operations. Generally, the U.S. income taxes imposed upon repatriation of undistributed earnings would be reduced by foreign tax credits from foreign income taxes paid on the earnings. Determinationare deemed indefinitely reinvested. Quantification of the deferred income tax liability, on theseif any, associated with indefinitely reinvested basis differences is not reasonably estimable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.


practicable.

We account for our uncertain tax positions in accordance with U.S. GAAP. A reconciliation of the beginning and ending amounts of these tax benefits is as follows:


59


Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Beginning balance $7,193
 $9,462
 $6,310
Increases (decreases) due to foreign currency translations 
 (244) 
Increases (decreases)  as a result of positions taken during:  
  
  
Prior periods 1,238
 (2,553) (197)
Current period 1,798
 956
 3,655
Settlements with taxing authorities 
 
 (306)
Expiration of applicable statutes of limitation (2,911) (428) 
Ending balance (1)
 $7,318
 $7,193
 $9,462

(1) Excludes $2.1 million, $6.4 million and $5.8 million of potential interest and penalties associated with uncertain tax positions in 2015, 2014 and 2013, respectively.

Year Ended December 31,

  2018   2017   2016 
(Dollars in thousands)            

Beginning balance

  $33,054   $3,446   $7,318 

Increases (decreases) due to foreign currency translations

   (2,018   —      —   

Increases (decreases) as a result of positions taken during:

      

Prior periods

   —      —      (3,872

Current period

   —      29,773    —   

Expiration of applicable statutes of limitation

   —      (165   —   
  

 

 

   

 

 

   

 

 

 

Ending balance

  $31,036   $33,054   $3,446 
  

 

 

   

 

 

   

 

 

 

Our policy regarding interest and penalties related to uncertain tax positions is to record interest and penalties as an element of income tax expense. The cumulative amounts related to interestAt the end of 2018, 2017 and penalties are added to2016 the totalCompany had liabilities for unrecognized tax positions on the balance sheet.  The balance sheets at December 31, 2015, 2014 and 2013 include the liability for uncertain tax positions, cumulative interest and penalties accrued on the liabilities totaling $7.2of $3.3 million, $13.6$2.4 million and $15.1$1.8 million respectively. During 2015, we reversed certain liabilities due to the expiration of statutes of limitations in the amount of $2.9 million and related penalties and interest of $4.3 million. During 2014, we accrued net potential interest and penalties of $0.5 million and $0.1 million respectively, related toassociated with uncertain tax benefits.positions. Included in the unrecognized tax benefits of $7.2 million is $3.1$2.2 million that, if recognized, would favorably affect our annual effective tax rate. Within the next twelve-month period we do not expect a decrease in unrecognized tax benefits of $2.7 million.


We conduct business internationally and, as a result, one or more of our subsidiaries files incomebenefits.

Income tax returns are filed in U.S. federal, U.S. statemultiple jurisdictions and certain foreign jurisdictions. Accordingly, in the normal course of business, we are subject to examination by taxingtax authorities throughoutin various jurisdictions where the world, including, but not limitedCompany operates. The Company has open tax years from 2013 to Mexico, the Netherlands, Costa Rica, India, Cyprus and the United States. We are no longer under examination by the taxing authority regarding any U.S. federal income2018 with various significant tax returns for years before 2012 while the years open for examination under various state and local jurisdictions vary. In 2014, the Internal Revenue Service ("IRS") completed its audit of the 2011 tax year of Superior Industries International and subsidiaries.


Mexico's Tax Administration Service (Servicio de Administracion Tributaria, or "SAT"), finalized their examination of the 2007 tax year of Superior Industries de Mexico S.A. de C.V., our wholly-owned Mexican subsidiary, during February 2013. In February 2013 we reached a settlement with SAT for the 2007 tax year and made a cash payment of $0.3 million. The closure of the 2007 tax year audit resulted in an immaterial decrease in the liability for uncertain tax positions.

Total income tax payments net of refunds were $12.6 million in 2015, $9.9 million in 2014 and $13.7 million in 2013, respectively.

jurisdictions.

NOTE 1116 - LEASES AND RELATED PARTIES


We lease certain land, facilities and equipment under long-term operating leases expiring at various dates through 2026. Total lease expense for all operating leases amounted to $7.0 million in 2018, $4.3 million in 2017 and $1.9 million in 2015 and 2014 and $1.8 million in 2013.


Our administrative office in Van Nuys, California was leased from the Louis L. Borick Trust and the Nita A. Borick Management Trust. During 2013 the Louis L. Borick Foundation (the "Foundation") replaced the Louis L. Borick Trust as a landlord for the company's administrative office facility. The Foundation is controlled by Mr. Steven J. Borick, the former Chairman and Chief Executive Officer of the company, as President and Director of the Foundation. The Nita A. Borick Management Trust is controlled by Nita A. Borick and Mr. Steven J. Borick as trustees.

The lease provided for annual lease payments of approximately $427,000, through March 2015. In November 2014, the lease was originally amended to extend the lease term from March 2015 to March 2017, and to reduce the amount of office space and annual rent. As amended, beginning April 2015, the annual lease payment is approximately $225,000, and the company has the option to extend the lease term for six month periods beyond March 2017. The future minimum lease payments that are payable to the Foundation and Trust for the Van Nuys administrative office lease total $0.3 million. Total lease payments to these related

60


entities were $0.3 million, $0.4 million and $0.4 million for 2015, 2014 and 2013, respectively. We also have a lease for our new headquarters in Southfield, Michigan from October 2015 to September 2026 which is with an unrelated party.
2016.

The following are summarized future minimum payments under allour operating leases:

Year Ended December 31,

  Operating
Leases
 
(Dollars in thousands)    

2019

  $4,249 

2020

   3,232 

2021

   2,870 

2022

   2,635 

2023

   2,346 

Thereafter

   7,647 
  

 

 

 
  $22,979 
  

 

 

 

Year Ended December 31, Operating Leases
(Thousands of dollars)  
2016 $1,165
2017 641
2018 645
2019 437
2020 438
Thereafter 2,640
  $5,966

NOTE 17 - RELATED PARTIES

Purchase Agreement

In the first quarter of 2015, we entered into an agreement to purchase a subscription to online software provided by NGS Inc. Our former Senior Vice President, Business Operations and our Vice President of Information Technology are passive investors in NGS. We made payments to NGS of $479,520, $376,920 and $243,000 during the 2018, 2017 and 2016 fiscal years, respectively. The transaction was entered into in the ordinary course of business and is an arms-length transaction agreement.

NOTE 1218 - RETIREMENT PLANS


We have an unfunded salary continuation plan covering certain directors, officers and other key members of management. We purchase life insurance policies on certain participants to provide in part for future liabilities. Cash surrender value of these policies, totaling $6.9$8.1 million and $6.3 million$8.0 at December 31, 20152018 and 2014,2017, respectively, are included in othernon-current assets in the company'sCompany’s consolidated balance sheets. Subject to certain vesting requirements, the plan provides for a benefit based on final average compensation, which becomes payable on the employee'semployee’s death or upon attaining age 65,, if retired. The plan was closed to new participants effective February 3, 2011. We have measured the plan assets and obligations of our salary continuation plan as of our fiscal year end for all periods presented.


2011.

The following table summarizes the changes in plan assets and plan benefit obligations:

Year Ended December 31,

  2018   2017 
(Dollars in thousands)        

Change in benefit obligation

    

Beginning benefit obligation

  $29,759   $27,612 

Interest cost

   1,086    1,189 

Actuarial (gain) loss

   (2,486   2,300 

Benefit payments

   (1,406   (1,342
  

 

 

   

 

 

 

Ending benefit obligation

  $26,953   $29,759 
  

 

 

   

 

 

 

Year Ended December 31,

  2018  2017 
(Dollars in thousands)       

Change in plan assets

   

Fair value of plan assets at beginning of year

  $—   $—  

Employer contribution

   1,406   1,342 

Benefit payments

   (1,406  (1,342
  

 

 

  

 

 

 

Fair value of plan assets at end of year

  $—   $—  
  

 

 

  

 

 

 

Funded status

  $(26,953 $(29,759
  

 

 

  

 

 

 

Amounts recognized in the consolidated balance sheets consist of:

   

Accrued expenses

   (1,392  (1,407

Othernon-current liabilities

   (25,561  (28,352
  

 

 

  

 

 

 

Net amount recognized

  $(26,953 $(29,759
  

 

 

  

 

 

 

Amounts recognized in accumulated other comprehensive loss consist of:

   

Net actuarial loss

  $4,799  $7,722 

Prior service cost

   (1  (1
  

 

 

  

 

 

 

Net amount recognized, before tax effect

  $4,798  $7,721 
  

 

 

  

 

 

 

Weighted average assumptions used to determine benefit obligations:

   

Discount rate

   4.4  3.7

Rate of compensation increase

   3.0  3.0

Year Ended December 31, 2015 2014
(Thousands of dollars)    
Change in benefit obligation    
Beginning benefit obligation $30,047
 $25,145
Service cost 44
 84
Interest cost 1,230
 1,171
Actuarial loss (gain) (1,372) 5,014
Benefit payments (1,550) (1,367)
Ending benefit obligation $28,399
 $30,047


61


Year Ended December 31, 2015 2014
(Thousands of dollars)    
     
Change in plan assets    
Fair value of plan assets at beginning of year $
 $
Employer contribution 1,550
 1,367
Benefit payments (1,550) (1,367)
Fair value of plan assets at end of year $
 $
     
Funded Status $(28,399) $(30,047)
     
Amounts recognized in the consolidated balance sheets consist of:  
  
Accrued liabilities (1,524) (1,507)
Other non-current liabilities (26,875) (28,540)
Net amount recognized $(28,399) $(30,047)
     
Amounts recognized in accumulated other comprehensive loss consist of:  
  
Net actuarial loss $6,492
 $8,399
Prior service cost (1) (1)
Net amount recognized, before tax effect $6,491
 $8,398
     
Weighted average assumptions used to determine benefit obligations:  
  
Discount rate 4.4% 4.2%
Rate of compensation increase 3.0% 3.0%

Components of net periodic pension cost are described in the following table:


Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Components of net periodic pension cost:      
Service cost $44
 $84
 $230
Interest cost 1,230
 1,171
 1,159
Amortization of actuarial loss 535
 328
 430
Net periodic pension cost $1,809
 $1,583
 $1,819
       
Weighted average assumptions used to determine net periodic pension cost:  
  
Discount rate 4.2% 4.8% 4.0%
Rate of compensation increase 3.0% 3.0% 3.0%

The increase in the 2015 net periodic pension cost compared to the 2014 cost was primarily due to increased amortization of actuarial losses offset by decreased service cost from terminations and retirements. The decrease in the 2014 net periodic pension cost compared to the 2013 cost was primarily due to decreased service cost from terminations and retirements, as well as decreased amortization of actuarial losses.


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Year Ended December 31,

  2018  2017  2016 
(Dollars in thousands)          

Components of net periodic pension cost:

    

Interest cost

   1,086   1,189   1,216 

Amortization of actuarial loss

   438   369   335 
  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

   1,524   1,558  $1,551 
  

 

 

  

 

 

  

 

 

 

Weighted average assumptions used to determine net periodic pension cost:

 

Discount rate

   3.7  4.4  4.4

Rate of compensation increase

   3.0  3.0  3.0

Benefit payments during the next ten years, which reflect applicable future service, are as follows:


Year Ended December 31,Amount
(Thousands of dollars) 
  
2016$1,557
2017$1,243
2018$1,463
2019$1,432
2020$1,480
Years 2021 to 2025$7,711

Year Ended December 31,

  Amount 
(Dollars in thousands)    

2019

  $1,422 

2020

  $1,484 

2021

  $1,457 

2022

  $1,495 

2023

  $1,472 

Years 2024 to 2028

  $8,448 

The following is an estimate of the components of net periodic pension cost in 2016:


Estimated Year Ended December 31,2016
(Thousands of dollars) 
  
Service cost$
Interest cost1,216
Amortization of actuarial loss336
Estimated 2016 net periodic pension cost$1,552

2019:

Estimated Year Ended December 31,

  2019 
(Dollars in thousands)    

Interest cost

   1,144 

Amortization of actuarial loss

   209 
  

 

 

 

Estimated 2019 net periodic pension cost

  $1,353 
  

 

 

 

Other Retirement Plans


We also contribute to employee retirement savings plans in the USU.S. and Mexico that cover substantially all of our employees.employees in those countries. The employer contribution totaled $1.5$1.8 million, $2.0$1.7 million and $2.1$1.4 million for the three years ended December 31, 2015, 20142018, 2017 and 2013,2016, respectively.



NOTE 1319 - ACCRUED EXPENSES

December 31,

  2018   2017 
(Dollars in thousands)        

Payroll and related benefits

  $23,503   $27,954 

Insurance Reserves

   1,120    590 

Taxes, other than income taxes

   8,115    9,419 

Current portion of derivative liability

   2,506    6,595 

Dividends and interest

   4,197    7,322 

Deferred tooling revenue

   5,810    4,654 

Current portion of executive retirement liabilities

   1,392    1,407 

Professional Fees

   4,750    3,674 

Warranty Liability

   437    872 

Other

   13,832    6,299 
  

 

 

   

 

 

 

Accrued liabilities

  $65,662   $68,786 
  

 

 

   

 

 

 


December 31, 2015 2014
(Thousands of dollars)    
Construction in progress $
 $4,090
Payroll and related benefits 13,538
 13,202
Current portion of derivative liability 9,629
 5,598
Dividends 4,964
 4,862
Taxes, other than income taxes 7,354
 6,961
Current portion of executive retirement liabilities 1,524
 1,507
Other 9,205
 11,804
Accrued liabilities $46,214
 $48,024

NOTE 1420 - LINE OF CREDIT


On December 19, 2014, we entered into a senior secured credit agreementSTOCK-BASED COMPENSATION

Equity Incentive Plan

Our 2018 Equity Incentive Plan (the "Credit Agreement"“Plan”) with J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. (“JPMCB”)was approved by stockholders in May 2018 and Wells Fargo Bank, National Association (togetheramended and restated the 2008 Equity Incentive Plan. The Plan authorizes us to issue up to 4.35 million shares of common stock, along with JPMCB, the “Lenders”).


The Credit Agreement consists of a senior secured revolving credit facility in an initial aggregate principal amount of $100.0 million (the “Facility”). In addition, the company is entitlednon-qualified stock options, stock appreciation rights, restricted stock and performance units to request, subject to certain termsour officers, key employees,non-employee directors and conditions and the agreement of the Lenders, an increase in the aggregate revolving commitments under the Facility or to obtain incremental term loans in an aggregate amount not to exceed $50.0 million which currently is uncommitted to by any lenders. We intend to use the proceeds of the Facility to finance the working capital needs, and for the general corporate purposes of the company and its subsidiaries.

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The Company has $97.0 million of availability after giving effect to $3.0 million in outstanding letters of credit as of December 31, 2015. 

The Credit Agreement expires on December 19, 2019 and borrowings under the Facility accrue interest at (i) a London interbank offered rate plus a margin of between 0.75 percent and 1.25 percent based on the total leverage ratio of Superior and its subsidiaries on a consolidated basis, (ii) a rate based on JPMCB’s prime rate plus a margin of between 0.00 percent and 0.25 percent based on the total leverage ratio of the company and its subsidiaries on a consolidated basis or (iii) a combination thereof. Commitment fees are 0.2 percent on the unused portion of the facility. The commitment fees are included as interest expense in our consolidated financial statements.

Generally, all amounts under the Facility are guaranteed by certain of the U.S. subsidiaries of the company and are secured by a first priority security interest in and lien on the personal property of the company and the U.S. guarantors (as defined in the Credit Agreement) and a pledge of and first perfected security interest in the equity interests of the company’s existing and future U.S. subsidiaries and 65 percent of the equity interests in certain non-U.S. direct material subsidiaries of the company and the U.S. guarantors under the Facility.

The Credit Agreement contains certain customary restrictive covenants, including, among others, financial covenants requiring the maintenance of a maximum total leverage ratio and a minimum fixed charge coverage ratio, and also includes, without limitation, covenants, in each case with certain exceptions and allowances, limiting the ability of the company and its subsidiaries to incur indebtedness, grant liens, make investments, dispose of assets, make certain restrictive payments, make optional payments and modifications of subordinated debt instruments, enter into certain transactions with affiliates, enter into swap agreements, make capital expenditures or make changes to its lines of business.consultants. At December 31, 2015, we2018, there were in compliance with all covenants contained in the Credit Agreement. At December 31, 2015 and 2014, we had no borrowings2.4 million shares available for future grants under this facility otherPlan. No more than the outstanding letters of credit referred to above.

The Credit Agreement contains customary default provisions, representations and warranties and restrictive covenants.  The Credit Agreement also contains a provision permitting the lenders to accelerate the repayment of all loans outstanding1.2 million shares may be used under the Facility during an eventPlan as “full value” awards, which include restricted stock and performance stock units. It is our policy to issue shares from authorized but not issued shares upon the exercise of default.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Steven J. Borick Separation Agreement

On October 14, 2013,stock options.

Per the companyterms of the program, each year eligible participants are granted time value restricted stock units (“RSUs”), vesting ratably over a three-year time period, and Steven J. Borick entered intoperformance restricted stock units (“PSUs”), with a Separation Agreement (the "Separation Agreement"), providingthree-year cliff vesting. Upon vesting, each restricted stock award is exchangeable for Mr. Borick's separation from employment asone share of the company's President and Chief Executive Officer. Mr. Borick’s separation was effective March 31, 2014. In accordance with the Separation Agreement, in addition to payment of his salary and accrued vacation through his separation date, the company paid or provided Mr. Borick with the following upon his separation:

A lump-sum cash payment of $1,345,833
Mr. Borick’s 2013 annual incentive bonus,
A grant of a number of shares of companyCompany’s common stock, equal to the Black-Scholes value of an annual award of 120,000 stock options divided by the company's closing stock price on the separation date (See Note 16 - Stock-Based Compensation),with accrued dividends. Stock-based compensation expense was $2.1 million, $1.6 million, and
Vesting of all of Mr. Borick's unvested stock options and unvested restricted stock.
During $2.3 million for the years ended December 31, 2014 and 2013, we recorded $1.1 million and $1.8 million, respectively, of2018, 2017, 2016, respectively. Unrecognized stock-based compensation expense in connection with the Separation Agreement.

Donald J. Stebbins, Executive Employment Agreement

On April 30, 2014, we entered into an Executive Employment Agreement (the “Employment Agreement”) with Donald J. Stebbins in connection with his appointment as President and Chief Executive Officerrelated tonon-vested awards of the company. The Employment Agreement became effective May 5, 2014 and$2.4 million is for a three year term that expires on April 30, 2017, with additional one-year automatic renewals unless either Mr. Stebbins or the company provides advance notice of nonrenewal of the Employment Agreement. The Employment Agreement provides for an annual base salary of $900,000. Mr. Stebbins may receive annual bonuses based on attainment of performance goals, determined by the company’s independent compensation committee, in the amount of 80 percent of annual base salary at threshold level performance, 100 percent of annual base salary at target level performance, and up to 200 percent of annual base salary for performance substantially above target level.


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Mr. Stebbins received inducement grants of restricted stock for 50,000 shares vesting April 30, 2017, and an additional number of shares of 82,455 determined by dividing $1,602,920 by the per share value of the company’s common stock on May 5, 2014, with the additional shares vesting on December 31, 2016. Beginning in 2015, Mr. Stebbins will be granted restricted stock unit awards each year under Superior's 2008 Equity Incentive Plan, or any successor equity plan. Under the Employment Agreement, Mr. Stebbins isexpected to be granted time-vested restricted stock units each year, cliff vesting at the third fiscal year end following grant, forrecognized over a numberweighted average period of shares equal to 66.7 percent of his annual base salary divided by the per share value of Superior’s common stock on the date of grant. In addition, Mr. Stebbins is to be granted performance-vested restricted stock units each year, vesting based on company performance goals established by the independent compensation committee during the three fiscal years following grant, for a maximum number of shares equal to 200 percent of his annual base salary divided by the per share value of Superior’s common stock on the first day of the fiscal year. In general, the equity awards vest only if Mr. Stebbins continues in employment with the company through the vesting date or end of the performance period.
The Employment Agreement also contains provisions for severance benefits including lump sum payments calculated based on Mr. Stebbins' base salary and bonus, as well as health care continuation, if he is terminated without “cause” or resigns for “good reason." In addition, if Mr. Stebbins is terminated without “cause” or resigns for “good reason” within one year following a change in control of the company, the severance benefits are increased 100 percent.

Purchase Agreement

In the first quarter of 2015, we entered into an agreement to purchase a subscription to online software provided by New Generation Software Inc. (“NGS”).  Our Senior Vice President, Business Operations, is a board member and passive investor and our Vice President of Information Technology is also a passive investor in NGS.  We made payments to NGS of $351,000 during the 2015 fiscal year.  The transaction was entered into in the ordinary course of business and is an arms-length transaction. 

Stock Repurchase Programs

As discussed in Note17 - Common Stock Repurchase Programs, we have stock repurchase programs in place to repurchase our common stock.

Derivatives and Purchase Commitments

In order to hedge exposure related to fluctuations in foreign currency rates and the cost of certain commodities used in the manufacture of our products, we periodically may purchase derivative financial instruments such as forward contracts, options or collars to offset or mitigate the impact of such fluctuations. Programs to hedge currency rate exposure may address ongoing transactions including, foreign-currency-denominated receivables and payables, as well as, specific transactions related to purchase obligations. Programs to hedge exposure to commodity cost fluctuations would be based on underlying physical consumption of such commodities.

Historically, we have not actively engaged in substantial exchange rate hedging activities and, prior to 2014, we had not entered into any significant foreign exchange contracts. However, as a result of customer requirements, a significant shift is occurring in the currency denominated in our contracts with our customers. As a result of this change, we currently project that in 2016 and beyond the vast majority of our revenues will be denominated in the U.S. dollar, rather than a more balanced mix of U.S. dollar and Mexican peso. In the past we have relied upon significant revenues denominated in the Mexican peso to provide a "natural hedge" against foreign exchange rate changes impacting our peso denominated costs incurred at our facilities in Mexico. Accordingly, the foreign exchange exposure associated with peso denominated costs is a growing risk factor that could have a material adverse effect on our operating results.

In accordance with our corporate risk management policies, we may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions and forecasted future cash flows. We have implemented a program to hedge a portion of our material foreign exchange exposures, for up to 36 months. We do not use derivative contracts for trading, market-making, or speculative purposes. For additional information on our derivatives, see Note 4 - Derivative Financial Instruments.

When market conditions warrant, we may also enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. We previously had several purchase commitments for the delivery of natural gas through the end of 2015. These natural gas contracts were considered to be derivatives under U.S. GAAP, and when entering into these contracts, it was expected that we would take full delivery of the contracted quantities of natural gas over the normal course of business. Accordingly, at inception, these contracts qualified for the normal purchase, normal sale ("NPNS") exemption provided for under U.S. GAAP. As such, we did not account for these purchase

65


commitments as derivatives since there was no change in facts or circumstances in regard to the company's intent or ability to use the contracted quantities of natural gas over the normal course of business.

Other

We are party to various legal and environmental proceedings incidental to our business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against us. Based on facts now known, we believe all such matters are adequately provided for, covered by insurance, are without merit, and/or involve such amounts that would not materially adversely affect our consolidated results of operations, cash flows or financial position. For additional information concerning contingencies, risks and uncertainties, See Note 19 - Risk Management.

approximately 1.5 years.

   Equity Incentive Awards 
   Restricted
Stock
Units
  Weighted
Average
Grant
Date Fair
Value
   Performance
Shares
  Weighted
Average
Grant
Date Fair
Value
   Options  Weighted
Average
Exercise
Price
 

Balance at December 31, 2017

   169,266  $22.27    239,674  $22.58    145,625  $18.96 

Granted

   204,003  $15.91    325,526  $17.12    —     —   

Settled

   (66,138 $22.67    —     —      (4,500 $15.17 

Forfeited or expired

   (123,405 $18.98    (268,677 $19.8    (82,125 $19.62 
  

 

 

    

 

 

    

 

 

  

Balance at December 31, 2018

   183,726  $17.26    296,523  $19.1    59,000  $18.33 
  

 

 

    

 

 

    

 

 

  

Vested or expected to vest at December 31, 2018

   183,726     111,071     59,000  

NOTE 16 - STOCK-BASED COMPENSATION


2008 Equity Incentive Plan
Our 2008 Equity Incentive Plan (the "Plan") was amended and restated effective May 22, 2013 upon approval by our shareholders at our annual shareholders meeting. As amended, the Plan authorizes us to issue up to 3.5 million shares of common stock, along with non-qualified stock options, stock appreciation rights, restricted stock and performance units to our officers, key employees, non-employee directors and consultants. At December 31, 2015, there were 1.3 million shares available for future grants under this plan. No more than 600,000 shares may be used under the plan as “full value” awards, which include restricted stock and performance stock units. It is our policy to issue shares from authorized but not issued shares upon the exercise of stock options. Options are granted at not less than fair market value on the date of grant and expire no later than ten years after the date of grant. Options and restricted shares granted under this plan generally require no less than a three year ratable vesting period.

During 2015, no stock options were granted, 420,642 stock options were exercised, 117,269 stock options were cancelled and 905,500 stock options expired. During 2014, no stock options were granted, 453,745 stock options were exercised, 72,167 stock options were cancelled and 121,250 stock options expired.

Restricted stock awards, or “full value” awards, generally vest ratably over no less than a three year period. Shares of restricted stock granted under the Plan are considered issued and outstanding at the date of grant, have the same dividend and voting rights as other outstanding common stock, are subject to forfeiture if employment terminates prior to vesting, and are expensed ratably over the vesting period. Dividends paid on the restricted shares granted under the Plan are non-forfeitable if the restricted shares do not ultimately vest.

During 2015, we granted 23,814 restricted shares to our Board of Directors vesting May 5, 2016. The fair value of the issued restricted stock on the date of grant was $18.31. During the first quarter of 2015, the company implemented a long term incentive program for the benefit of certain members of company management. The program was designed to strengthen employee retention and to provide a more structured incentive program to stimulate improvement in future company results. Per the terms of the program, participants were granted time value restricted stock units (“RSUs”), vesting ratably over a three year time period, and performance restricted stock units (“PSUs”), with a three year cliff vesting. Upon vesting, each restricted stock award is exchangeable for one share of the company’s common stock, with accrued dividends. The PSUs are categorized further into three individual categories whose vesting is contingent upon the achievement of certain targets as follows:

40% of the PSUs vest upon certain Return on Capital targets
40% of the PSUs vest upon certain EBITDA margin targets
20% of the PSUs vest upon certain market based Shareholder Return targets.

In the aggregate the company granted, net of forfeitures, a total of 190,015 RSUs and PSUs in 2015, net of forfeitures, comprising:

53,323 time value based RSUs with a grant date fair value of $18.78 per unit
109,354 PSUs with an initial grant date fair value of $18.78 per unit
27,338 market based PSUs with a grant date fair value of $24.81 per unit.

During 2014, we granted 225,205 shares of restricted stock, with original vesting periods of one to three years. The fair values of each issued restricted share on the applicable date of grant averaged $19.35 for 2014. Included in the restricted stock granted, in 2014, were 35,081 restricted shares in connection with Mr. Steven J. Borick's, our former company President and Chief Executive Officer's, separation agreement (see Note 15 - Commitments and Contingencies). These shares fully vested on the grant date (March 31, 2014) and the cost was recognized from the date of the separation agreement (October 14, 2013) through March 31, 2014, the separation date. The shares issued also were net of an amount equal to required tax withholdings. The cash equivalent of the withheld shares was remitted by the company to the tax authorities.

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Other Awards

During 2014, we granted 132,455 restricted shares, including 50,000 shares vesting April 30, 2017, and 82,455 shares vesting on December 31, 2016. The fair value of each of these restricted shares was $19.44. These grants were made outside of the Plan as inducement grants in connection with the appointment of our new CEO and company President (see Note 15 - Commitments and Contingencies).

We received cash proceeds of $7.3 million, $7.4 million and $2.9 million from stock options exercised in 2015, 2014 and 2013, respectively. The total intrinsic value of options exercised was $0.8 million and $1.5 million, during the years ended December 31, 2015 and 2014, respectively. Upon the exercise of stock options and the issuance of restricted stock awards, it is our policy to only issue shares from authorized common stock. At December 31, 2015 there were 1.3 million shares available for future grants under this plan.
We have elected to adopt the alternative transition method for calculating the initial pool of excess tax benefits and to determine the subsequent impact of the tax effects of employee stock-based compensation awards that are outstanding on shareholders' equity and the consolidated statements of cash flows.

Stock option activity in 2015 and 2014:
 Outstanding 
Weighted
Average
Exercise
Price
 
Remaining
Contractual
Life in Years
 
Aggregate
Intrinsic
Value
Balance at December 31, 20132,466,606
 $20.31
    
Granted
 $
    
Exercised(453,745) $16.36
    
Canceled(72,167) $22.37
    
     Expired(121,250) $34.18
    
Balance at December 31, 20141,819,444
 $20.28
 1.9 $2,101,753
Granted
 
    
Exercised(420,642) $17.29
    
Canceled(117,269) $21.80
    
     Expired(905,500) $22.05
    
Balance at December 31, 2015376,033
 $18.89
    
        
Options vested or expected to vest at December 31, 2015376,033
 $18.89
 3.6 $452,128
        
Exercisable at December 31, 2015376,033
 $18.89
 3.6 $452,128

The aggregate intrinsic value represents the total pretax difference between the closing stock price on the last trading day of the reporting period and the option exercise price, multiplied by the number of in-the-money options. This is the amount that would have been received by the option holders had they exercised and sold their options on that day. This amount varies based on changes in the fair market value of our common stock. The closing price of our common stock on the last trading day of our fiscal year was $18.87.











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Stock options outstanding at December 31, 2015 and 2014:
Range of
Exercise Prices
 
Options
Outstanding
at 12/31/2015
 
Weighted
Average
Remaining
Contractual Life (in Years)
 
Weighted
Average
Exercise
Price
 
Options
Exercisable
at 12/31/2015
 
Weighted
Average
Exercise
Price
             
$15.17

$16.54
 84,250
 4.0 $15.74
 84,250
 $15.74
$16.55

$17.63
 89,833
 3.6 $17.23
 89,833
 $17.23
$17.64

$20.20
 61,500
 3.1 $18.21
 61,500
 $18.21
$20.21

$22.17
 79,250
 2.4 $21.84
 79,250
 $21.84
$22.18

$22.57
 61,200
 5.4 $22.55
 61,200
 $22.55
 
 
 
 376,033
 3.6 $18.89
 376,033
 $18.89

Range of
Exercise Prices
 
Options
Outstanding
at 12/31/2014
 
Weighted
Average
Remaining
Contractual Life (in Years)
 
Weighted
Average
Exercise
Price
 
Options
Exercisable
at 12/31/2014
 
Weighted
Average
Exercise
Price
             
$15.17

$17.63
 436,600
 3.8 $16.72
 407,597
 $16.71
$17.64

$19.36
 397,167
 1.3 $18.43
 395,500
 $18.43
$19.37

$21.78
 240,000
 0.6 $20.63
 240,000
 $20.63
$21.79

$22.54
 360,377
 1.8 $21.91
 360,377
 $21.91
$22.55

$25.00
 385,300
 1.5 $24.48
 385,300
 $24.48
 
 
 
 1,819,444
 1.9 $20.28
 1,788,774
 $20.34


Restricted stock activity in 2015 and 2014:
 Number of Awards Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (in Years)
Balance at December 31, 2013124,163
 $17.70
  
Granted225,205
 $19.35
  
Vested(82,199) $17.88
  
Canceled(14,693) $18.18
  
Balance at December 31, 2014252,476
 $18.93
 2.1
Granted23,814
 $18.31
  
Vested(65,293) $18.61
  
Canceled(18,704) $18.56
  
Balance at December 31, 2015192,293
 $19.20
 1.7


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Stock-based compensation expense related to our equity incentive plans in accordance with U.S. GAAP was allocated as follows:
Year Ended December 31, 2015 2014 2013
(Thousands of dollars)      
Cost of sales $370
 $113
 $214
Selling, general and administrative expenses 2,437
 2,202
 2,471
Stock-based compensation expense before income taxes 2,807
 2,315
 2,685
Income tax benefit (1,044) (740) (762)
Total stock-based compensation expense after income taxes $1,763
 $1,575
 $1,923

The 2013 compensation expense includes $0.7 million of costs primarily for accrued and accelerated share-based payment costs associated with the company CEO's Separation Agreement, see Note 15 - Commitments and Contingent Liabilities. There were no significant capitalized stock-based compensation costs at December 31, 2015 or 2014. As of December 31, 2015 there was $3.8 million of unrecognized stock-based compensation expense expected to be recognized related to unvested stock-based awards. That cost is expected to be recognized over a weighted-average period of 1.7 years.

The fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Year Ended December 31,2012
Expected dividend yield (a)3.7%
Expected stock price volatility (b)41.2%
Risk-free interest rate (c)1.4%
Expected option lives (d)6.9 years
Weighted average grant date fair value of options granted during the period$5.10

(a)
This assumed that cash dividends of $0.16 per share would be paid each quarter on our common stock.
(b)Expected volatility is based on the historical volatility of our stock price, over the expected term of the option.
(c)The risk-free rate is based upon the rate on a U.S. Treasury note for the period representing the expected term of the option.
(d)The expected term of the option is based on historical employee exercise behavior, a contractual life of ten years and employees' post-vesting employment termination behavior.

NOTE 1721 - COMMON STOCK REPURCHASE PROGRAMS

In March 2013, our Board of Directors approved a new stock repurchase program (the "2013 Repurchase Program") which authorized the repurchase of up to $30.0 million of our common stock. This 2013 Repurchase Program replaced the previously existing share repurchase program. Shares repurchased under the 2013 Repurchase Program totaled 1,510,759 at a cost of $30.0 million, including 1,089,560 shares repurchased at a cost of $21.8 million in 2014. Accordingly, no additional shares may be repurchased under the 2013 Repurchase Program. All repurchased shares described above were canceled and retired.

In October 2014, our Board of Directors approved a new stock repurchase program (the "2014 Repurchase Program") which authorized the repurchase of up to $30.0 million of our common stock. Under the 2014 Repurchase Program, we repurchased common stock from time to time on the open market or in private transactions. Shares repurchased under the 2014 Repurchase Program totaled 1,056,954 shares at a cost of $19.6 million, all of which was repurchased during 2015. The 2014 Repurchase Program was completed in January 2016, with purchases since December 31, 2015 of 585,970 shares for a cost of $10.3 million. The repurchased shares described above were either canceled and retired or added to treasury stock after the reincorporation in Delaware in 2015.

In January of 2016, our Board of Directors approved a newcommon stock repurchase program (the “2016 Repurchase“Repurchase Program”), authorizing the repurchase of up to $50.0 million of our common stock. Under the 2016 Repurchase Program we have previously purchased $15.4 million leaving a remaining authorization of $34.6 million which we may repurchase common stock


69


from time to time on the open market or in private transactions. The timing and extent of the repurchases under the 2016 Repurchase Program will depend upon market conditions and other corporate considerations in our sole discretion.

NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED)

(Thousands of dollars, except per share amounts)
  First Second Third Fourth  
Year 2015 Quarter Quarter Quarter Quarter Year
Net sales $173,729
 $183,940
 $175,656
 $194,621
 $727,946
Gross profit $11,222
 $19,920
 $16,484
 $23,591
 $71,217
Income from operations $3,669
 $11,039
 $8,059
 $13,527
 $36,294
Income before income taxes $3,572
 $10,734
 $7,615
 $13,362
 $35,283
Income tax (provision) benefit $762
 $(4,200) $(2,669) $(5,232) $(11,339)
Net income $4,334
 $6,534
 $4,946
 $8,130
 $23,944
Income per share:          
Basic $0.16
 $0.24
 $0.19
 $0.31
 $0.90
Diluted $0.16
 $0.24
 $0.19
 $0.31
 $0.90
Dividends declared per share $0.18
 $0.18
 $0.18
 $0.18
 $0.72



  First Second Third Fourth  
Year 2014 Quarter Quarter Quarter Quarter Year
Net sales $183,390
 $198,966
 $176,419
 $186,672
 $745,447
Gross profit $15,636
 $15,732
 $7,318
 $11,536
 $50,222
Income (loss) from operations $7,702
 $8,444
 $(2,637) $4,404
 $17,913
Income (loss) before income taxes $8,059
 $8,662
 $(2,740) $1,721
 $15,702
Income tax (provision) benefit $(3,237) $(3,623) $321
 $(360) $(6,899)
Net income (loss) $4,822
 $5,039
 $(2,419) $1,361
 $8,803
Income (loss) per share:    
  
  
  
Basic $0.18
 $0.19
 $(0.09) $0.05
 $0.33
Diluted $0.18
 $0.18
 $(0.09) $0.05
 $0.33
Dividends declared per share $0.18
 $0.18
 $0.18
 $0.18
 $0.72
NOTE 19 - RISK MANAGEMENT

We are subject to various risks and uncertainties in the ordinary course of business due, in part, to the competitive global nature of the industry in which we operate, changing commodity prices There were no repurchases under this program for the materials used in the manufacture of our products and the development of new products.

The functional currency of certain foreign operations in Mexico is the Mexican peso.  The settlement of accounts receivable and accounts payable for our operations in Mexico requires the transfer of funds denominated in the Mexican peso, the value of which decreased 17 percent in relation to the U.S. dollar in 2015. Foreign exchange losses totaled $1.2 million and $1.0 million in 2015 and 2014, respectively and a foreign exchange gain totaled $0.2 million in 2013. All transaction gains and losses are included in other income (expense) in the condensed consolidated statements of operations.

As it relates to foreign currency translation gains and losses, however, since 1990, the Mexican peso has experienced periods of relative stability followed by periods of major declines in value. The impact of these changes in value relative to our Mexico operations resulted in a cumulative unrealized translation loss atyear ended December 31, 2015 of $88.3 million. Translation gains and losses are included in other comprehensive income in the condensed consolidated statements of comprehensive (loss) income.

70



2018.

NOTE 22 - COMMITMENTS AND CONTINGENCIES

Purchase Commitments

When market conditions warrant, we may also enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. AtPrices under our aluminum contracts are based on a market index, such as the London Mercantile Exchange (LME), and regional premiums for processing, transportation and alloy components which are adjusted quarterly for purchases in the ensuing quarter. Changes in aluminum prices are generally passed through to our OEM customers and adjusted on a quarterly basis. Certain of our purchase agreements include volume commitments,

however any excess commitments are generally negotiated with suppliers and those which have occurred in the past have been carried over to future periods.

Contingencies

We are party to various legal and environmental proceedings incidental to our business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against us. Based on facts now known, we believe all such matters are adequately provided for, covered by insurance, are without merit and/or involve such amounts that would not materially adversely affect our consolidated results of operations, cash flows or financial position.

NOTE 23 - RECEIVABLES FACTORING

The Company sells certain customer trade receivables on anon-recourse basis under factoring arrangements with designated financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash provided by operating activities. Factoring arrangements incorporate customary representations and warranties, including representations as to validity of amounts due, completeness of performance obligations and absence of commercial disputes. During the year ended December 31, 2015, we did not have any purchase commitments2018, the Company sold trade receivables totaling $276.8 million and incurred factoring fees of $0.9 million, which are included in place forother (expense) income, net. The collective limit under our factoring arrangements is $80.9 million. As of December 31, 2018, $53.8 million of receivables had been factored under the delivery of natural gasarrangements.

NOTE 24 - QUARTERLY FINANCIAL DATA (UNAUDITED)

(Dollars in 2016.thousands, except per share amounts)

Year 2018

 First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
  Year 

Net sales

 $386,448  $388,944  $347,612  $378,823  $1,501,827 

Gross profit

 $49,991  $53,559  $23,673  $36,304  $163,527 

Income from operations

 $27,634  $31,270  $7,688  $19,213  $85,805 

Consolidated income (loss) before income taxes

 $13,687  $12,930  $(7,714 $13,349  $32,252 

Income tax (provision) benefit

 $(3,370 $(4,795 $7,051  $(5,177 $(6,291

Consolidated net income (loss)

 $10,317  $8,135  $(663 $8,172  $25,961 

Income (loss) per share(1):

     

Basic(1)

 $0.07  $(0.02 $(0.37 $0.61  $0.29 

Diluted(1)

 $0.07  $(0.02 $(0.37 $0.61  $0.29 

Dividends declared per share

 $0.09  $0.09  $0.09  $0.09  $0.36 

Statement of Comprehensive Income:

Other comprehensive income (loss), net of tax(1)

 $34,901  $(53,178 $21,960  $(20,057 $(16,374

(1)

Subsequent to the issuance of the September 30, 2018 interim financial statements, the Company identified an error related to the classification of foreign currency translation adjustments associated with the Europeannon-controlling redeemable equity within the June 30, 2018 and September 30, 2018 Condensed Consolidated Statements of Shareholders’ Equity and Condensed Consolidated Statements of Comprehensive Income. As a result, in the fourth quarter of 2018, the Company reclassified $2.9 million of Europeannon-controlling redeemable equity translation adjustments from Retained Earnings to Cumulative Translation Adjustment to reflect the correct classification. In addition, the Basic and Diluted Income (loss) per share amounts for the respective unaudited periods above have been adjusted accordingly. The error did not result in any related adjustments to the Company’s Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. The Company has assessed these errors and determined they are immaterial. In the interim filings for the second and third quarters of fiscal 2019, these prior period amounts will be corrected when presented comparatively.


Year 2017

 First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
  Year 

Net sales

 $174,220  $240,628  $331,404  $361,803  $1,108,055 

Gross profit

 $19,204  $20,105  $23,893  $39,695  $102,897 

Income (loss) from operations

 $3,944  $(1,998 $5,758  $13,814  $21,518 

Consolidated income (loss) before income taxes

 $3,300  $(9,241 $(501 $7,308  $866 

Income tax (provision) benefit

 $(198 $1,722  $3,355  $(11,754 $(6,875

Consolidated net income (loss)

 $3,102  $(7,519 $2,854  $(4,446 $(6,009

Less: Net loss (income) attributable tonon-controlling interest

  —    $247  $(239 $(202 $(194

Net income (loss) attributable to Superior

 $3,102  $(7,272 $2,615  $(4,648 $(6,203

Income (loss) per share:

     

Basic

 $0.12  $(0.41 $(0.22 $(0.50 $(1.01

Diluted

 $0.12  $(0.41 $(0.22 $(0.50 $(1.01

Dividends declared per share

 $0.18  $0.09  $0.09  $0.09  $0.45 

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


None.


ITEM 9A - CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls


The company'sCompany’s management, with the participation of the Chiefour Executive OfficerChairman and Chief Financial Officer, evaluated the effectiveness of the company'sCompany’s disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Exchange Act) as of December 31, 2015.2018. Our disclosure controls and procedures 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 SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive OfficerChairman and Chief Financial Officer, to allow timely decisions regarding required disclosures.


Based on this evaluation, our Chief Executive OfficerChairman and Chief Financial Officer concluded that, as of December 31, 20152018 our disclosure controls and procedures were effective.


Management's

Management’s Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company'sCompany’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companyCompany are being made only in accordance with authorizations of management and directors of the company;Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sCompany’s assets that could have a material effect on the financial statements.


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


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company'sCompany’s annual or interim financial statements will not be prevented or detected on a timely basis.


Management performed an assessment of the effectiveness of the company'sCompany’s internal control over financial reporting as of December 31, 20152018 based upon criteria established in the2013Internal Control --- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that our internal control over financial reporting was effective as of December 31, 20152018 based on the criteria in the2013 Internal Control --- Integrated Framework issued by COSO.


The effectiveness of the company'sCompany’s internal control over financial reporting as of December 31, 20152018 has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report.







71


Changes in Internal Control Over Financial Reporting


There has been no change in our internal control over financial reporting during the most recent fiscal quarter ended December 31, 20152018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as discussed above in the Management's Report on Internal Control Over Financial Reporting.


reporting.

ITEM 9B - OTHER INFORMATION

None.


None.


PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Except as set forth herein, the information required by this Item is incorporated by reference to our 2016 Annual2019 Proxy Statement.


Executive Officers - The names of corporate executive officers as of fiscal year end who are not also Directors are listed at the end of Part I of this Annual Report. Information regarding executive officers who are Directors is contained in our 2016 Annual2019 Proxy Statement under the caption “Proposal No. 1 - Election of Directors.” Such information is incorporated herein by reference. With the exception of the Chief Executive Officer (CEO), allAll executive officers are appointed annually by the Board of Directors and serve at the will of the Board of Directors. For a description of the CEO’sExecutive Chairman’s employment agreement, see “Executive Compensation and Related Information - Compensation Discussion and Analysis” in our 2016 Annual2019 Proxy Statement, which is incorporated herein by reference.


Code of Ethics - Included on our website, www.supind.com, under “Investors,“Investor Relations,” is our Code of Conduct, which, among others, applies to our Chief Executive Officer,CEO, Chief Financial Officer and Chief Accounting Officer. Copies of our Code of Conduct are available, without charge, from Superior Industries International, Inc., Shareholder Relations, 26600 Telegraph Road, Suite 400, Southfield, MIMichigan 48033.


ITEM 11 - EXECUTIVE COMPENSATION


Information relating to Executive Compensation is set forth under the captions “Compensation of Directors” and “Executive Compensation and Related Information  - Compensation Discussion and Analysis” in our 2016 Annual2019 Proxy Statement, which is incorporated herein by reference.


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


Information related to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is set forth under the caption “Voting Securities and Principal Ownership” in our 2016 Annual2019 Proxy Statement. Also see Note 12- Stock20, “Stock Based CompensationCompensation” in the Notes to the Consolidated Financial Statements in Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


Information related to Certain Relationships and Related Transactions is set forth under the caption, “Certain Relationships and Related Transactions,” in our 2016 Annual2019 Proxy Statement, and in Note 11 - Leases and Related Parties17, “Related Parties” in the Notes to the Consolidated Financial Statements in Item 8, - Financial“Financial Statements and Supplementary DataData” of this Annual Report.


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES


Information related to Principal Accountant Fees and Services is set forth under the caption “Proposal No. 54 - Ratification of Independent Registered Public Accounting Firm - Principal Accountant Fees and Services” in our 2016 Annual2019 Proxy Statement and is incorporated herein by reference.



PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


72



(a)

The following documents are filed as a part of this report:

1.

Financial Statements: See the “Index to the Consolidated Financial Statements and Financial Statement Schedule” in Item 8 of this Annual Report.

2.

Financial Statement Schedule

Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2015, 20142018, 2017 and 2013

2016

3.

Exhibits

3.Exhibits
    2.1  
2.1Undertaking Agreement, dated June 14, 2010as of March  23, 2017, between the RegistrantSuperior Industries International, Inc. and Otto Fuchs KgUniwheels Holding (Malta) Ltd. (Incorporated by reference to Exhibit 2.1 toof the Registrant’s AnnualCurrent Report on Form 10-K for the year ended December 31, 2010)8-K filed March  24, 2017).
    2.2  
2.2Sale and PurchaseCombination Agreement, dated June 14, 2010March  23, 2017, between the RegistrantSuperior Industries International, Inc. and Otto Fuchs KgUniwheels AG (Incorporated by reference to Exhibit 2.2 toof the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).
2.3Agreement and Plan of Merger of Superior Industries International, Inc., a Delaware corporation (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form8-K filed May 21, 2015)March 24, 2017).
    3.1  
3.1Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form8-K filed May 21, 2015).
    3.2  
3.2Amended and RestatedBy-Laws of the Registrant effective as of October  25, 2017 (Incorporated by reference to Exhibit 3.23.1 to Registrant’s Current Report on Form8-K filed May 21, 2015)October 30, 2017).
    3.3  Certificate of Designations, Preferences and Rights of Series A Perpetual Convertible Preferred Stock and Series B Perpetual Preferred Stock of Superior Industries International, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form8-K filed May 26, 2017).
    3.4Certificate of Correction, filed in the State of Delaware on November  7, 2018 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form10-Q for the quarter ended September 30, 2018).
4.1Form of Superior Industries International, Inc.'s’s Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 21, 2015).
10.1Sublease dated March 2, 1976 between the Registrant and Louis L. Borick filed on Registrant’s Current Report on Form8-K filed May 21, 2015).
    4.2Indenture, dated May 1976as of June  15, 2017, among Superior Industries International, Inc., the subsidiaries of Superior identified therein, The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar and transfer agent and The Bank of New York Mellon acting through its London Branch, as trustee (Incorporated by reference to Exhibit 10.24.1 to Registrant's Annualthe Registrant’s Current Report on Form 10-K for the year ended December 31, 1983)8-K filed June 20, 2017).
  10.1  
10.2Supplemental Executive Individual Retirement Plan of the Registrant (Incorporated by reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1987). *
10.32003 Equity Incentive Plan of the Registrant (Incorporated by reference to Exhibit 99.1 to Registrant's Form S-8 dated July 28, 2003. Registration No. 333-107380). *
10.4Salary Continuation Plan of The Registrant, amended and restated as of November  14, 2008 (Incorporated by reference to Exhibit 10.12 to Registrant’s Annual Report on Form10-K for the year ended December 31, 2008).*
  10.2  
10.52008 Equity Incentive Plan of the Registrant (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 28, 2008).*
  10.3  
10.62008 Equity Incentive Plan Notice of Stock Option Grant and Agreement (Incorporated by reference to Exhibit 10.2 to Registrant’s FormS-8 filed November 10, 2008. Registration No. 333-155258).*

  10.4  
10.7Employment letter between the Registrant and Kerry A. Shiba, Senior Vice President and Chief Financial Officer (Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the period ended September 26, 2010).*
10.8Form of Notice of Grant and Restricted Stock Agreement pursuant to Registrant'sRegistrant’s 2008 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8‑K filed May 20, 2010).*
10.9Second Amendment to Sublease Agreement dated April 1, 2010 by and among The Louis L. Borick Trust and The Nita Borick Management Trust and Registrant (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed March 25, 2010).
10.102010 Employee Incentive Plan of the Registrant (Incorporated by reference to exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).*
10.11Superior Industries International, Inc. Annual Incentive Performance Plan (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report onForm 8-K dated March 24, 2011) filed May 20, 2010).*

73


10.12  10.5Superior Industries International, Inc. CEO Annual Incentive Performance Plan (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated March 24, 2011).*
  
10.13Superior Industries International, Inc. Executive Change in Control Severance Plan (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form8-K dated March 24, 2011).*
  10.6  
10.14Amended and Restated 2008 Equity Incentive Plan of the Registrant (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form8-K filed May 23, 2013).*
  10.7  Form of Restricted Stock Unit Agreement under the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan (Incorporated by reference to Exhibit 10.24 to Registrant’s Annual Report on Form10-K for the year ended December 31, 2015).*
10.15Separation
  10.8Form of Performance Based Restricted Stock Unit Agreement betweenunder the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan (Incorporated by reference to Exhibit 10.25 to Registrant’s Annual Report on Form10-K for the year ended December 31, 2015).*
  10.9Form ofNon-Employee Director Restricted Stock Unit Agreement under the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form10-Q filed on July 29, 2016).*
  10.10Superior Industries International, Inc. Annual Incentive Performance Plan (Incorporated by reference to Annex A to Registrant’s Definitive Proxy Statement on Schedule14-A filed on March 25, 2016).*
  10.112018 Equity Incentive Plan of the Registrant (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form10-Q for the quarter ended June 30, 2018).*
  10.12Form of Restricted Stock Unit Agreement under the Superior Industries International, Inc. 2018 Equity Incentive Plan.*, **
  10.13Form of Performance Based Restricted Stock Unit Agreement under the Superior Industries International, Inc. 2018 Equity Incentive Plan.*, **
  10.14Executive Employment Agreement, dated February  1, 2019, between Superior Industries International, Inc. and Robert EarnestTimothy C. McQuay (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K dated February 4, 2019).*
  10.15Second Amended and Restated Executive Employment Agreement, dated March  8, 2018, between Superior Industries International, Inc. and Donald J. Stebbins. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form8-K filed August 22, 2013) dated March 14, 2018).*
  10.16  
10.16Separation Agreement, dated December 20, 2018, between the RegistrantSuperior Industries International, Inc. and StevenDonald J. BorickStebbins.*, **
  10.17Offer Letter of Employment, dated April  18, 2017, between Superior Industries International Inc. and Nadeem Moiz (Incorporated by reference to Exhibit 10.1 to the Registrant’s CurrentQuarterly Report on Form 8-K10-Q filed October 15, 2013)August 4, 2017).*
  10.18  Offer Letter of Employment, dated April  28, 2017 between Superior Industries International, Inc. and Robert Tykal (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form10-Q filed November 13, 2017).*
10.17Consulting Agreement
  10.19Offer Letter of Employment, dated July  28, 2017 between the RegistrantSuperior Industries International, Inc. and Steven J. BorickJoanne Finnorn (Incorporated by reference to Exhibit 10.2 to the Registrant’s CurrentQuarterly Report on Form 8-K10-Q filed October 15, 2013)November  13, 2017).*

  10.20  
10.18ExecutiveOffer Letter of Employment, Agreement, effective May 5, 2014, bydated August  23, 2018, between Superior Industries International, Inc. and between the Registrant and Donald J. Stebbins.Matti Masanovich (Incorporated by reference to Exhibit 10.23 to10.1 of the Registrant’s Current Report on Form8-K dated April 28, 2014) filed September 14, 2018).*
  10.21  Separation Agreement and General Release of Claims, dated January 29, 2019, between Superior Industries International, Inc. and James Sistek.*, **
10.19Credit agreement
  10.22Indemnification Agreement, dated March  23, 2017, between Superior Industries International, Inc. and Uniwheels Holding (Malta) Ltd. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form8-K filed March 24, 2017).
  10.23Investment Agreement, dated March  22, 2017, between Superior Industries International, Inc., and TPG Growth III Sidewall, L.P. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form8-K filed March 24, 2017).
  10.24Investor Rights Agreement, dated as of May  22, 2017, by and between Superior Industries International, Inc. and TPG Growth III Sidewall, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed May 26, 2017).
  10.25English Translation of the Domination and Profit Transfer Agreement between Superior Industries International Germany AG and UNIWHEELS AG, dated December 5, 2017 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed December 11, 2017).
  10.26Credit Agreement dated December  19, 2014 between Superior Industries International, Inc. and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form8-K filed December 23, 2014).
  10.27  
10.20Amendment No. 1 to the Credit Agreement dated as of March 3,  31, 2015, by and among Superior Industries International, Inc., the Lenders from time to time a party thereto and JP Morgan Chase Bank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form10-Q for the quarter ended March 29, 2015).
  10.28  
10.21Consent and Amendment No. 2 dated as of October 14, 2015 to the Credit Agreement dated as of December  19, 2014, by and among Superior Industries International, Inc., the Lenders from time to time party thereto and JP Morgan Chase Bank, N.A., as Administrator (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form10-Q for the quarter ended September 27, 2015).
  10.29  Credit Agreement, dated March  22, 2017, among Superior Industries International, Inc., Citibank, N.A., as Administrative Agent, and the Lenders party thereto. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form8-K filed March 24, 2017).***
10.22Separation
  10.30First Amendment to Credit Agreement, betweendated May  23, 2017, among Superior Industries International, Inc., the Registrantsubsidiaries of Superior identified therein, Citibank, N.A., as Administrative Agent, and Michael J. O'Rourkethe Lenders party thereto. (Incorporated by reference to Exhibit 10.1 toof the Registrant’s Current Report on Form 8-K/A dated February 26, 2015)8-K filed June 20, 2017).*
  10.31  Second Amendment to Credit Agreement, dated May  30, 2017, among Superior Industries International, Inc., the subsidiaries of Superior identified therein, Citibank, N.A., as Administrative Agent, and the Lenders party thereto. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form8-K filed June 20, 2017).
10.23Severance Letter,
  10.32Third Amendment to Credit Agreement, dated August 25, 2015, betweenJune  15, 2017, among Superior Industries International, Inc., the Registrantsubsidiaries of Superior identified therein, Citibank, N.A., as Administrative Agent, and Mike Nelsonthe Lenders party thereto. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form8-K filed June 20, 2017).

  10.33Fourth Amendment to Credit Agreement, dated June  29, 2018, among Superior Industries International, Inc., the subsidiaries of Superior identified therein, Citibank, N.A., as Administrative Agent, and the Lenders party thereto. (Incorporated by reference to Exhibit 10.1 to Registrant'sof the Registrant’s Current Report on Form8-K filed on August 28, 2015)June 29, 2018).
  11  
**10.24Form of Restricted Stock Unit Agreement under the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan.*
**10.25Form of Performance Based Restricted Stock Unit Agreement under the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan.*
11Computation of Earnings Per Share (contained in Note 114Summary of Significant Accounting Policies“Earnings Per Share” in the Notes to Consolidated Financial Statements in Item 8 – Financial Statements and Supplementary Data of this Annual Report on Form10-K).
  21  
21List of Subsidiaries of the Company (filed herewith).Company.**
  23  
23Consent of Deloitte and Touche LLP, our Independent Registered Public Accounting Firm (filed herewith).Firm.**
  31.1  
31.1Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).2002.**
  31.2  
31.2Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).2002.**
  32.1  
32Certification of Donald J. Stebbins, ChiefTimothy C. McQuay, Executive OfficerChairman, and President, and Kerry A. Shiba,Matti M. Masanovich, Executive Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101Interactive data file (furnished electronically herewith pursuant
101.INSXBRL Instance Document.****
101.SCHXBRL Taxonomy Extension Schema Document.****
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.****
101.LABXBRL Taxonomy Extension Label Linkbase Document.****
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.****
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.****

*

Indicates management contract or compensatory plan or arrangement.

**

Filed herewith.

***

Certain schedules and exhibits to Rule 406Tthis agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-T).S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

****

Submitted electronically with the report.


* Indicates management contract or compensatory plan or arrangement.
** Filed herewith.

74


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

ANNUAL REPORT ON FORM10-K


Schedule II


VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2015, 20142018, 2017 AND 20132016

(Dollars in thousands)

       Additions 
   Balance
at
Beginning
of
Year
   Charge
to
Costs
and
Expenses
   Other   Deductions
From
Reserves
  Balance
at
End of
Year
 

2018

         

Allowance for doubtful accounts receivable

  $2,325   $2,311   $—    $(338 $4,298 

Valuation allowances for deferred tax assets

  $7,634   $9,036   $—     (94 $16,576 

2017

         

Allowance for doubtful accounts receivable

  $919   $1,127   $1,162   $(883 $2,325 

Valuation allowances for deferred tax assets

  $3,123   $1,005   $3,506    —    $7,634 

2016

         

Allowance for doubtful accounts receivable

  $867   $403   $—    $(351 $919 

Valuation allowances for deferred tax assets

  $5,891   $698   $—    $(3,466 $3,123 

(Thousands of dollars)

    Additions    
  
Balance at
Beginning of
Year
 
Charge to
Costs and
Expenses
 
Other
Comprehensive
Income (Loss)
 
Deductions
From
Reserves
 
Balance at
End of
Year
2015          
Allowance for doubtful accounts receivable $514
 $380
 $
 $(27) $867
Valuation allowances for deferred tax assets $3,911
 $1,980
     $5,891
2014  
  
  
  
  
Allowance for doubtful accounts receivable $910
 $(426) $
 $30
 $514
Valuation allowances for deferred tax assets $3,398
 $473
 $40
 $
 $3,911
2013  
  
  
  
  
Allowance for doubtful accounts receivable $573
 $838
 $
 $(501) $910
Valuation allowances for deferred tax assets $3,394
 $4
 $
 $
 $3,398



S-1



SUPERIOR INDUSTRIES INTERNATIONAL, INC.

ANNUAL REPORT ON FORM10-K

ITEM 16- FORM10-K SUMMARY

None.


SUPERIOR INDUSTRIES INTERNATIONAL, INC.

ANNUAL REPORT ON FORM10-K

SIGNATURES

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

SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Registrant)
By /s/ Timothy C. McQuay  
By/s/ Donald J. Stebbins  March 11, 20167, 2019
 Donald J. StebbinsTimothy C. McQuay  
  Chief Executive Officer and President
 Executive Chairman

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy C. McQuay and Matti M. Masanovich as his or her true and lawfulattorneys-in-fact (with full power to each of them to act alone), with full power of substitution andre-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Annual Report on Form10-K, and to file the same, with the exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

/s/ Timothy C. McQuay

Timothy C. McQuay

  
/s/ Donald J. StebbinsChief

Executive Officer and President

March 11, 2016
Donald J. StebbinsChairman

(Principal Executive
Officer)

 

March 7, 2019

/s/ Kerry A. Shiba

/s/ Matti M. Masanovich

Matti M. Masanovich

Executive Vice President and Chief Financial Officer

March 11, 2016
Kerry A. Shiba(Principal (Principal
Financial Officer)

 

March 7, 2019

/s/ Scot S. Bowie
Vice President and Corporate ControllerMarch 11, 2016
Scot S. Bowie(Principal Accounting Officer)

/s/ Michael J. Hatzfeld Jr.

Michael J. Hatzfeld Jr.

  
/s/ Margaret S. Dano
Chairman

Vice President of the Board

March 11, 2016
Margaret S. DanoFinance and Corporate
Controller (Principal Accounting
Officer)

 

March 7, 2019

/s/ Michael R. Bruynesteyn

Michael R. Bruynesteyn

  
/s/ Michael R. Bruynesteyn

Director

March 11, 2016
Michael R. Bruynesteyn

 

March 7, 2019

/s/ Richard J. Giromini

Richard J. Giromini

  
/s/ Jack A. Hockema

Director

March 11, 2016
Jack A. Hockema

 

March 7, 2019

/s/ Paul J. Humphries

Paul J. Humphries

  
/s/ Paul J. Humphries

Director

March 11, 2016
Paul J. Humphries

 

March 7, 2019

/s/ James S. McElya

James S. McElya

  
/s/ James S. McElya

Director

March 11, 2016
James S. McElya

 

March 7, 2019

/s/ Ellen B. Richstone

Ellen B. Richstone

  
/s/ Timothy McQuay

Director

March 11, 2016
Timothy McQuay

 

March 7, 2019

/s/ Francisco S. Uranga

Francisco S. Uranga

  
/s/ Francisco S. Uranga

Director

March 11, 2016
Francisco S. Uranga

 

March 7, 2019

/s/ Ransom A. Langford

Ransom A. Langford

Director

March 7, 2019

89