Universal Electronics Inc. Annual Report 2017

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FY2017 Annual Report · Universal Electronics Inc.

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WORLDWIDE HEADQUARTERS

Universal Electronics Inc.

201 E. Sandpointe Avenue, 8th Floor

Santa Ana, CA 92707

USA

714-918-9500

REGIONAL HEADQUARTERS
UEI Hong Kong Private Ltd.

902-908, 9th Floor

One Harbourfront

18 Tak Fung Street

Hung Hom, Kowloon

Hong Kong, China

852-2634-1333

REGIONAL HEADQUARTERS
Universal Electronics BV

Colosseum 2

7521 PT, Enschede

The Netherlands

31-53-488-8000

UEI.com

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CORPORATE INFORMATION

Universal Electronics Inc. (NASDAQ: UEIC) is the worldwide leader in universal
control and sensing technologies for the smart home. The company designs,
develops, and manufactures innovative products used by the world’s leading
brands in the audio-video, subscription broadcasting, intelligent sensing and
security, and connected device markets. Its broad portfolio of pending and current
patents also includes the QuickSet family of software and services that enable
automatic discovery and seamless interaction with connected home devices,
services and their content. With a global network of design and development
services, UEI’s many first-to-market innovations have helped transform the home
entertainment control and home automation industries. More information is
available at www.uei.com.

ANNUAL MEETING OF STOCKHOLDERS

CERTIFICATIONS

June 4, 2018 4:00 p.m. PT
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707

Independent Registered
Public Accounting Firm
Grant Thornton LLP
Los Angeles, California

Registrar & Transfer Agent
Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
Shareholder Services: 1-800-962-4284

The Company filed with the Securities and Exchange Commission, as Exhibit 31 to the Company’s Annual Report on Form
10-K for the 2017 fiscal year, certifications of its Chief Executive Officer and Chief Financial Officer regarding the quality of the
Company’s public disclosures.

FORM 10-K

Any stockholder who desires a copy of the Company’s 2017 Annual Report on Form 10-K filed with the Securities and Exchange
Commission may obtain a copy (excluding exhibits) without charge by addressing a request to:

Investor Relations
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707

A charge equal to the reproduction cost will be made if the exhibits are requested. Universal Electronics’ Internet address is
www.uei.com. Universal Electronics makes available through its Internet website its annual report on Form 10-K. Investors
may also obtain a copy of our 2017 Annual Report on Form 10-K, including exhibits, from the “Investor” section of our website
at www.uei.com, clicking on “SEC Filings”.

INTERNET USERS

We invite you to learn more about UEI’s business and growth opportunities by visiting the “Investor” section of our website at
www.uei.com. This section includes investor presentations, earnings conference calls, press releases, SEC filings, company
history, and information about the company’s governance and Board of Directors.

WORLDWIDE HEADQUARTERS

Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707
USA

714-918-9500

REGIONAL HEADQUARTERS
UEI Hong Kong Private Ltd.
902-908, 9th Floor
One Harbourfront
18 Tak Fung Street
Hung Hom, Kowloon
Hong Kong, China

852-2634-1333

REGIONAL HEADQUARTERS
Universal Electronics BV
Colosseum 2
7521 PT, Enschede
The Netherlands

31-53-488-8000

Universal Electronics Inc. is an
equal opportunity employer.

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4/9/18 10:37 AM

INVESTOR INFORMATIONDIRECTORSOFFICERSPaul D. Arling*Chairman and Chief Executive OfficerUniversal Electronics Inc.Santa Ana, CaliforniaSatjiv S. Chahil 2, 3Innovations Advisor and Social Entrepreneur Palo Alto, CaliforniaWilliam C. Mulligan 1, 3Managing DirectorPrimus Capital FundsPrivate Equity FirmCleveland, OhioJ.C. Sparkman 2, 3Retired Executive Vice President and Chief Operating Officer Telecommunications, Inc. (TCI)Denver, ColoradoGregory P. Stapleton 2Founder and ChairmanFalcon One EnterprisesPrivate Equity FirmWestlake Village, CaliforniaCarl E. Vogel 1Industry Advisor, KKR & Co., LPPrivate Equity FirmSenior Advisor, Dish NetworkA Leader in Multi-channel VideoCherry Hills Village, ColoradoEdward K. Zinser 1Financial Executive and Chief Financial OfficerScottsdale, ArizonaPaul D. Arling*Chairman and Chief Executive OfficerBryan M. Hackworth*Senior Vice President and Chief Financial OfficerLouis S. Hughes*Chief Operating OfficerDavid Chong*Executive Vice President - AsiaMenno V. Koopmans*Managing Director, EMEARichard A. Firehammer, Jr.*Senior Vice President,General Counsel and SecretaryRamzi S. AmmariSenior Vice President,Corporate Planning and StrategyHeremilton BezerraSenior Vice President, Global ManufacturingBanley ChanSenior Vice President,Strategic OperationsGilbert Fung, Ph.D.Senior Vice President,Sales – AsiaStephen GutmanSenior Vice President,Subscription Broadcast Business Unit – AmericasJoseph L. HaughawoutSenior Vice President,Product DevelopmentMichael KuhlmannPresident,RCS Technology, LLCMichael LambPresident,Ecolink Intellingent Technogy, Inc.Alexander LiewSenior Vice President,Global Supply ChainHrag G. OhannessianSenior Vice President,OEM/Satellite Business Unit – AmericasNorman G. Sheridan, Ph.D.Senior Vice President,Engineering1 Member, Audit Committee2 Member, Compensation Committee3 Member, Corporate Governance and Nominating Committee* Executive Officer as defined by the Security Exchange Act of 1934.Dear Stockholders:

In 2017, we built upon our investment in product
solutions and manufacturing efficiency as well as
in the people that deliver them. As a result, we
posted a record year with 2017 Adjusted Non-
GAAP1 net sales reaching $696.5 million, up 6%
compared to 2016.

Our future is bright, as our continued progress in
strengthening our position for long-term growth
in the home entertainment and in the smart
home markets is garnering UEI recognition at
the highest echelons of our industry and, more
importantly, among customers.

Innovation in Product Solutions

The home entertainment world continues to
evolve. This change is happening as we speak. For
example, people accessing entertainment don’t
want to have to turn on devices, switch inputs,
and dive through a series of menus. Rather, they
want to push one button or utter a few words,
like “I want to watch Stranger Things” or “I want
to watch NCAA basketball” to have their devices
seamlessly switch to the appropriate service, start
the app or channel, and take them directly to the
desired entertainment. We, at UEI, are working
with customers to make this happen. In fact, for
years we have invested in solutions that make
the home entertainment experience easier and
more enjoyable. However, we have not limited
ourselves to just making the activation and control
of entertainment devices easy – our goal has been
to make it automatic.

UEI’s innovation in the automatic discovery and
set up of devices is unmatched in the home
entertainment industry. QuickSet - UEI’s software
solution
for entertainment devices enabling
effortless setup and control of devices for an
unmatched and simplified TV viewing experience -
continues to advance. QuickSet today is deployed
in over 500 million devices worldwide and the
QuickSet Cloud solution is at a run rate of 2
billion consumer transactions per year. And, it is
still growing.

and control of the newest RF4CE set-top boxes
without the line-of-sight requirement of traditional
IR-enabled set-top boxes. This technology is now
available in the new 2018 Samsung QLED TVs.

In 2018, we also started offering UEI’s Control+
Engine with IP Services. This feature discovers the
apps on all connected devices and enables the user
to launch their desired app such as Netflix, Hulu,
HBO, and many others, regardless of the device,
with one touch or with a simple voice command.

As voice search and entertainment control
technologies permeate the home, UEI leads
the way in providing technology and integration
expertise to the world’s
in
entertainment broadcasting.

leading names

In fact, the National Academy of Television Arts
and Sciences awarded UEI with a 2017 Technology
& Engineering Achievement Emmy for our work
related to voice navigation technologies for
discovering and interacting with TV content. This
accolade cites excellence in engineering and
creativity that has materially affected the television
viewing experience. On behalf of all the engineers
and developers at UEI, I am honored that their
work has been recognized by the industry as
transformative and truly reflects our mission to
innovate and redefine what a remote is and what a
remote is able to do.

In 2017, we grew our voice technology deployment.
We began shipping Comcast’s next-generation
voice remote control, the XR-15, which provides
enhanced usability and design improvements
to their highly popular Xfinity voice platform.
We see solid momentum in the market for
Comcast’s Xfinity syndicated program as Cox
Communications, Shaw Communications, and
others came online last year. We also unveiled the
EchoStar/DISH Voice Remote, which includes our
award-winning technologies designed to deliver
the best voice capture, compression, and RF
transmission capabilities.

The most recent version of QuickSet, launched
in late 2017, integrates UEI’s QuickSet Control+
Engine with RF4CE services that enable discovery

Last, but not least, at the 2018 International
Consumer Electronics Show in Las Vegas this past
January, we introduced the new TiVo Voice Remote

1 Adjusted Non-GAAP net sales is a non-GAAP financial measure that excludes the impact of stock-based compensation for performance-based warrants. For the year ended December 31,
2017, GAAP net sales of $695.8 million and the impact of stock-based compensation for performance-based warrants of $0.7 million resulted in Adjusted Non-GAAP net sales of $696.5 million,
and for the year ended December 31, 2016, GAAP net sales of $651.4 million and the impact of stock-based compensation for performance-based warrants of $2.7 million resulted in Adjusted
Non-GAAP net sales of $654.1 million.

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over the next five years, according to Zion Market
Research. Additionally, according to IHS Markit,
the worldwide installed base for IoT connected
devices is expected to more than triple over the
next ten years.

Our home automation sales are also building
momentum as we develop products for Daikin,
Fujitsu, and Mitsubishi in the white goods segment
for aircon and other home control applications.
These new products build on our experience
in developing low-power RF controllers using
technologies such as Wi-Fi, Bluetooth, and
ZigBee. We expect home automation to continue
to exhibit growth as we add to our product and
customer base.

The opportunity before us is enormous, and we
intend to continue to develop industry-leading
products and technologies that will enable us to
win business with the leading consumer brands in
all the markets we serve. We are setting, and will
continue to set, the standard for products in the
home entertainment and smart home markets.

I thank our customers, innovative employees,
and visionary stockholders who help make these
successes possible. We will continue our focus
to lead and innovate in creating products and
services that deliver a memorable consumer
experience. Stay tuned.

Sincerely,

Paul Arling
Chairman and CEO

designed for the Service Provider channel, which
is expected to launch in mid-2018. The new TiVo
Voice Remote supports standard features such as
TiVo Voice, which enables search through Netflix
libraries, Remote Finder, and OTA. Premium
features such as QuickSet Cloud are on the horizon.
We expect other launches and increased activity in
voice deployments throughout 2018 and beyond.

Innovation in Manufacturing

During 2017, we continued to invest in developing
world-class manufacturing facilities to serve
our customers’ long-term growth objectives.
Measures included moving facilities to tap into
new talents in the labor pool and increased use
of production and test automation. Our goal is to
be at the forefront of production quality, efficiency,
and capacity. Our commitment to our customers
is to provide cost-effective and high-quality
solutions via a worldwide manufacturing and
distribution network.

Innovation Broadens Market Reach

Throughout the last year, UEI expanded its global
presence with new product introductions and
advanced product roll-outs in Europe, Africa, and
the Middle East with customers such as Liberty
Global, Virgin Media, Sky, MultiChoice, and Tata
Sky. Looking ahead, we anticipate more roll-outs
of advanced voice remotes at major operators
throughout Europe, such as Vodafone and Orange.

for
In our Asia Pacific business, demand
Bluetooth-enabled remote controls grew in all
channels including the smart TV segment and
with high-valued systems operators in Malaysia,
Australia, Korea, and Thailand.

We have shown our ability to succeed in the home
control market well beyond home entertainment.
Through our acquisition of Ecolink, our security
sensing and monitoring business has grown
six-fold since we acquired it in 2015. Further,
we have a significant business in HVAC and are
beginning to convert many of our traditional
control products into smart connected products
that are integral to a smart home experience. The
smart home global forecast is estimated to double

All trademarks are the property of their respective owners.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________

FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended December 31, 2017

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

For the transition period from to

Commission File Number: 0-21044
_______________________________________

UNIVERSAL ELECTRONICS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California
(Address of Principal Executive Offices)

33-0204817
(I.R.S. Employer
Identification No.)

92707
(Zip Code)

Registrant's telephone number, including area code: (714) 918-9500

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

Common Stock, par value $.01 per share
(Title of Class)

The NASDAQ Stock Market LLC
(Name of each exchange on which registered)

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

_______________________________________

Indicate by check mark if whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities
Act). Yes

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

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

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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 Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2017,
the last business day of the registrant's most recently completed second fiscal quarter was $643,205,297 based upon the closing
sale price as reported on the NASDAQ Stock Market for that date.

On March 8, 2018, 14,100,423 shares of Common Stock, par value $.01 per share, of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's notice of annual meeting of shareowners and proxy statement to be filed pursuant to Regulation 14A
within 120 days after registrant's fiscal year end of December 31, 2017 are incorporated by reference into Part III of this Form
10-K. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2018.

Except as otherwise stated, the information contained in this Form 10-K is as of December 31, 2017.

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Item
Number

1 Business

1A Risk Factors

1B Unresolved Staff Comments

2 Properties

3 Legal Proceedings

4 Mine Safety Disclosures

UNIVERSAL ELECTRONICS INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2017

Table of Contents

PART I

PART II

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

6 Selected Consolidated Financial Data

7 Management's Discussion and Analysis of Financial Condition and Results of Operations

7A Quantitative and Qualitative Disclosures About Market Risk

8 Financial Statements and Supplementary Data

9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9A Controls and Procedures

9B Other Information

PART III

10 Directors, Executive Officers and Corporate Governance

11 Executive Compensation

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

13 Certain Relationships and Related Transactions, and Director Independence

14 Principal Accounting Fees and Services

PART IV

15 Exhibits and Financial Statement Schedules

16 Form 10-K Summary

Signatures

Page
Number

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ITEM 1. BUSINESS

Business of Universal Electronics Inc.

PART I

Universal Electronics Inc. ("UEI") was incorporated under the laws of Delaware in 1986 and began operations in 1987. The
principal executive offices are located at 201 E. Sandpointe Avenue, 8th Floor, Santa Ana, California 92707. As used herein, the
terms "we", "us" and "our" refer to UEI and its subsidiaries unless the context indicates to the contrary.

Additional information regarding UEI may be obtained at www.uei.com. Our website address is not intended to function as a
hyperlink and the information available at our website address is not incorporated by reference into this Annual Report on Form
10-K. We make our periodic and current reports, together with amendments to these reports, available on our website, free of
charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and
Exchange Commission ("SEC"). The SEC maintains a website at www.sec.gov that contains the reports, proxy and other information
that we file electronically with the SEC.

Business Segment

Overview

Universal Electronics Inc. develops control and sensor technology solutions and manufactures a broad line of pre-programmed
and universal control products, audio-video ("AV") accessories, and intelligent wireless security and smart home products dedicated
to redefining the home entertainment, automation and security experience. Our offerings include:

•

easy-to-use, pre-programmed universal infrared ("IR") and radio frequency ("RF") remote controls that are sold
primarily to subscription broadcasting providers (cable, satellite and Internet Protocol television ("IPTV")), original
equipment manufacturers ("OEMs"), retailers, and private label customers;

integrated circuits, on which our software and universal device control database is embedded, sold primarily to
OEMs, subscription broadcasting providers, and private label customers;

software, firmware and technology solutions that can enable devices such as TVs, set-top boxes, audio systems,
smartphones, tablets, game controllers and other consumer electronic devices to wirelessly connect and interact with
home networks and interactive services to control and deliver digital entertainment and information;

intellectual property which we license primarily to OEMs, software development companies, private label customers,
and subscription broadcasting providers;

proprietary and standards-based RF sensors designed for residential security, safety and automation applications;

• wall-mount and handheld thermostat controllers and connected accessories for intelligent energy management

systems, primarily to OEM customers as well as hospitality system integrators; and

• AV accessories sold, directly and indirectly, to consumers.

Our business is comprised of one reportable segment.

Principal Products and Markets

Our principal markets are the subscription broadcast, consumer and mobile electronics and residential security markets where our
customers include subscription broadcasters, OEMs, international retailers, private label brands, pro-security dealers and companies
in the computing industry.

We provide subscription broadcasting providers, both domestically and internationally, with our universal remote control devices
and integrated circuits, on which our software and device code libraries are embedded. We also sell integrated circuits, on which
our software and device control code libraries are embedded, and license our device control database to OEMs that manufacture
televisions, digital audio and video players, streamer boxes, cable converters, satellite receivers, set-top boxes, room and central
heating, ventilation and air conditioning ("HVAC") equipment, game consoles, and wireless mobile phones and tablets.

We continue to place significant emphasis on expanding our sales and marketing efforts to subscription broadcasters and OEMs
in Asia, Latin America and Europe. Owning and operating our own factories in the People's Republic of China ("PRC") has
enhanced our ability to compete in the OEM and subscription broadcasting markets. In addition, we have subsidiaries in Brazil
and Mexico, which have allowed us to increase our reach and better compete in the Central and Latin American subscription
broadcast market. We plan to continue to add new sales and administrative personnel to support anticipated sales growth in
international markets over the next few years.

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We continue to pursue further penetration of the more traditional OEM consumer electronics markets as well as newer product
categories in the smart home and Internet of Things ("IoT") markets such as lighting, window coverings, and bathroom controllers.
Customers in these markets integrate our products and technology into their products to enhance their consumer lifestyle ecosystems.
Growth in these markets has been driven by the increasing demand for more energy efficient homes and the increasing proliferation
of connected smart devices.

In 2015, we acquired Ecolink Intelligent Technology, Inc. ("Ecolink"), a leading developer of smart home technology. Ecolink
provides a wide range of intelligent wireless security and automation components dedicated to redefining the home security
experience. Ecolink has over 20 years of wireless engineering expertise in the home security and automation market and currently
holds more than 50 related pending and issued patents. UEI’s current subscription broadcasting customers are adding home security
and automation to their list of service offerings. Our acquisition of Ecolink, a premise equipment supplier to this market, enables
us to broaden our design expertise and product portfolio to add home security and automation sensors to our capabilities.

On April 6, 2017, we acquired Residential Control Systems, Inc. ("RCS"), a U.S.-based designer and manufacturer of energy
management and control products for the residential, small commercial and hospitality markets. The acquisition of RCS, allows
us to expand our product offering to include smart thermostat, sensing and monitoring products and enables us to broaden our
technology and design expertise in these product categories. Smart and connected thermostats are critical components of the smart
home that help deliver energy-efficiency and an enhanced consumer lifestyle.

For the years ended December 31, 2017, 2016, and 2015, our sales to Comcast accounted for 23.0%, 22.9%, and 21.5% of our
net sales, respectively. For the years ended December 31, 2017, 2016, and 2015 our sales to AT&T (formerly DIRECTV) and its
sub-contractors collectively accounted for 11.2%, 11.5%, and 13.4% of our net sales, respectively.

Our One For All® brand name remote controls and accessories sold within the international retail markets accounted for 7.1%,
7.2%, and 8.1% of our total net sales for the years ended December 31, 2017, 2016, and 2015, respectively.

Financial information relating to our international operations for the years ended December 31, 2017, 2016, and 2015 is included
in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements - Note
15".

Intellectual Property and Technology

We hold a number of patents in the United States and abroad related to our products and technology, and have filed domestic and
foreign applications for other patents that are pending. At the end of 2017, we had over 400 issued and pending United States
patents related to remote control, home security, safety and automation as well as hundreds of foreign counterpart patents and
applications in various territories around the world.

Our patents have remaining lives ranging from one to 18 years. We have also obtained copyright registration and claim copyright
protection for certain proprietary software and libraries of our device control codes. Additionally, the names of many of our products
are registered, or are being registered, as trademarks in the United States Patent and Trademark Office and in most of the other
countries in which such products are sold. These registrations are valid for terms ranging up to 20 years and may be renewed as
long as the trademarks continue to be used and are deemed by management to be important to our operations. While we follow
the practice of obtaining patent, copyright and trademark registrations on new developments whenever advisable, in certain cases
we have elected common law trade secret protection in lieu of obtaining such other protection.

A key factor in creating products and software for control of entertainment devices is the device control code database. Since our
beginning in 1986, we have compiled an extensive device control code database that covers over one million individual device
functions and approximately 8,100 individual consumer electronic equipment brand names, including virtually all IR controlled
set-top boxes, televisions, audio components, DVD players, Blu-Ray players, and other remote controlled home entertainment
devices and home automation control modules, as well as wired Consumer Electronics Control ("CEC") and wireless Internet
Protocol ("IP") control protocols commonly found on many of the latest HDMI and internet connected devices. Our proprietary
software automatically detects, identifies and enables the appropriate control commands for any given home entertainment,
automation and air conditioning device in the home. Our libraries are continuously updated with device control codes used in
newly introduced AV and IoT devices. These control codes are captured directly from original remote control devices or from the
manufacturer's written specifications to ensure the accuracy and integrity of the database. Our proprietary software and know-
how permit us to offer a device control code database that is more robust and efficient than similarly priced products of our
competitors.

Our goal is to provide universal control solutions that require minimal or no user set-up and deliver consistent and intuitive one-
touch control of all connected content sources and devices. QuickSet® is a software application that is currently embedded in
hundreds of millions of devices worldwide. QuickSet may be embedded in an AV device, set-top box, or other host device, or

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delivered as a Cloud-based service to enable universal remote setup and control. QuickSet enables universal device control set-
up using automated and guided on-screen instructions and a wireless two-way communication link between the remote and the
QuickSet enabled device. The two-way connection allows device control code data and configuration settings to be sent to the
remote control from the device and greatly simplifies the universal control set-up process and can enable other time saving features.
QuickSet utilizes data transmitted over HDMI or IP networks to automatically detect various attributes of the connected device
and downloads the appropriate control codes and functions into the remote control without the need for the user to enter any
additional information. The user does not need to know the brand or model number to set up the device in the remote. Any
compatible new device that is connected is recognized. Consumers can quickly and easily set up their control interface to control
multiple devices. Recently added features in QuickSet address common consumer challenges in universal device control, such as
mode confusion and input switching. With QuickSet, consumers switch easily between activities and reliably view their chosen
content source with a single touch. QuickSet handles the device-specific control. A QuickSet user experience can be delivered via
a tactile remote, touchscreen interface, on-screen graphical user interface ("GUI") or voice-enabled system. Licensees of QuickSet
include service providers such as Comcast, AT&T and Echostar Technologies; smart TV manufacturers such as Sony and Samsung;
leading game console manufacturer Microsoft on its Xbox One game system; and mobile and tablet device manufacturers LG,
OPPO, Huawei and LeTV on some of their mobile handset platforms.

Smart devices are becoming a more prevalent part of the home entertainment experience, and UEI offers several solutions to
enable entertainment device control with a smart phone, tablet or smart TV. In its smart device control solutions, UEI offers all
of the elements needed for device control ranging from IR and RF controller chips to device control libraries to graphical and
voice user interfaces, as well as artificial intelligence systems that deliver context aware device interactions. Designed for Android,
Nevo® Home is UEI's device and service discovery and control application, currently available for download at Google Play.

Methods of Distribution

Distribution methods for our control solutions vary depending on the sales channel. We distribute remote control devices, sensors,
connected thermostats and AV accessories directly to subscription broadcasters and OEMs, both domestically and internationally.
We also distribute home security sensors to pro-security installers in the United States through a network of dealers. Outside of
North America, we sell our wireless control devices and AV accessories under the One For All® and private label brand names to
retailers through our international subsidiaries. We utilize third-party distributors for the retail channel in countries where we do
not have subsidiaries.

We have developed a broad portfolio of patented technologies and the industry's leading database of device control codes. We
ship integrated circuits, on which our software and control code database are embedded, directly to manufacturers for inclusion
in their products. In addition, we license our software and technology to manufacturers. Licenses are delivered upon the transfer
of a product master or on a per unit basis when the software or technology is used in a customer device.

We provide domestic and international consumer support to our various universal control marketers, including manufacturers,
cable and satellite providers, retail distributors, and audio and video OEMs through our live and automated call centers. We also
make available a web-based support resource, www.urcsupport.com, designed specifically for subscription broadcasters. This
solution offers videos and online tools to help users easily set up their universal remote controls, and as a result reduce call volume
at customer support centers. Additionally, the UEI Technical Support Services call center provides customer interaction
management services from technical service and support to customer retention. Services include pre-repair calls, post-install
surveys, and inbound calls for cable customers to provide greater bottom-line efficiencies.

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Our 24 international subsidiaries are the following:

• C.G. Development Ltd., established in Hong Kong;

• CG Mexico Remote Controls, S.R.L. de C.V., established in Mexico;

• Enson Assets Ltd., established in the British Virgin Islands;

• Gemstar Polyfirst Ltd., established in Hong Kong;

• Gemstar Technology (China) Co. Ltd., established in the PRC;

• Gemstar Technology (Qinzhou) Co. Ltd., established in the PRC;

• Gemstar Technology (Yangzhou) Co. Ltd., established in the PRC;

• Guangzhou Universal Electronics Service Co., Ltd., established in the PRC;

• One For All Argentina S.R.L., established in Argentina;

• One For All France S.A.S., established in France;

• One For All GmbH, established in Germany;

• One for All Iberia S.L., established in Spain;

• One For All UK Ltd., established in the United Kingdom;

• UE Japan Ltd., established in Japan;

• UE Singapore Pte. Ltd., established in Singapore;

• UEI Cayman Inc., established in the Cayman Islands;

• UEI do Brasil Controles Remotos Ltda., established in Brazil;

• UEI Electronics Pte. Ltd., established in India;

• UEI Hong Kong Pte. Ltd., established in Hong Kong;

• UE Korea Ltd., established in South Korea;

• Universal Electronics B.V., established in the Netherlands;

• Universal Electronics Italia S.R.L., established in Italy;

• Universal Electronics Trading Co., Ltd., established in the PRC; and

• Universal Electronics Yangzhou Co. Ltd., established in the PRC.

Raw Materials and Dependence on Suppliers

We utilize our own manufacturing plants and third-party manufacturers and suppliers primarily located within the PRC to produce
our control and sensor products. In 2017 and 2016, Texas Instruments provided 10.0% and 11.7% of our total inventory purchases.
In 2015, no single supplier provided more than 10% of our total inventory purchases.

Even though we operate three factories in the PRC and assembly plants in Brazil and Mexico, we continue to evaluate additional
contract manufacturers and sources of supply. During 2017, we utilized multiple contract manufacturers and maintained duplicate
tooling for certain of our products. Where possible we utilize standard parts and components, which are available from multiple
sources.

We continually seek additional sources to reduce our dependence on our integrated circuit suppliers. To further manage our
integrated circuit supplier dependence, we include flash microcontroller technology in most of our products. Flash microcontrollers
can have shorter lead times than standard microcontrollers and may be reprogrammed, if necessary. This allows us flexibility
during any unforeseen shipping delays and has the added benefit of potentially reducing excess and obsolete inventory exposure.
This diversification lessens our dependence on any one supplier and allows us to negotiate more favorable terms.

Seasonality

Historically, our business has been influenced by the retail sales cycle, with increased sales in the second half of the year. We
expect this pattern to be repeated during 2018.

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements —
Note 23" for further details regarding our quarterly results.

Competition

Our principal competitors in the subscription broadcasting market are Remote Solutions, Omni Remotes (formerly Philips Home
Control Singapore PTE, Ltd.), SMK, and Ruwido. In the international retail and private label markets for wireless controls we
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compete with Logitech and Sony, as well as various manufacturers of wireless controls in Asia. Our primary competitors in the
OEM market are the original equipment manufacturers themselves and various wireless control manufacturers in Asia. In home
security, safety and automation, we offer universal sub-gigahertz products that are compatible with the top security panel
manufacturers, such as Honeywell, GE, Tyco/DSC and 2GIG. In the connected smart home market we compete with the OEMs
themselves as well as wireless manufacturers in Asia. We compete in our markets on the basis of product quality, features, price,
intellectual property, design and development expertise and customer support. We believe that we will need to continue to introduce
new and innovative products and software solutions to remain competitive and to recruit and retain competent personnel to
successfully accomplish our future objectives.

Engineering, Research and Development

During 2017, our engineering efforts focused on the following:

•

broadening our product portfolio;

launching new embedded software solutions designed to simplify set-up and control features;

• modifying existing products and technologies to improve features and lower costs;

•

formulating measures to protect our proprietary technology and general know-how;

improving our control solutions software;

updating our library of device codes to include codes for new features and devices introduced worldwide; and

creating innovative products that address consumer challenges in home entertainment control and security sensing.

During 2017, our advanced engineering efforts focused on further developing our existing products, services and technologies.
We released software updates to our embedded QuickSet application, and continued development initiatives around emerging RF
technologies, such as RF4CE, Bluetooth, and Bluetooth Smart. We introduced a versatile, low power dual-RF chip platform that
is deployed across a range of our custom and standard products, allowing for broader flexibility and easier implementation of
multiple communication protocols. Additionally, we released several new advanced remote control products that incorporate voice
search capabilities in our subscription broadcast and OEM channels.

Our personnel are involved with various industry organizations and bodies, which are in the process of setting standards for IR,
RF, telephone and cable communications and networking in the home. Because of the nature of research and development activities,
there can be no assurance that any of our research and development projects will be successfully completed or ultimately achieve
commercial success.

Our expenditures on engineering, research and development were:

(In millions):

Research and development
Engineering (1)

Total engineering, research and development

2017

2016

2015

21.4

11.0

32.4

19.9

10.5

30.4

18.1

9.5

27.6

(1) Engineering costs are included in selling, general and administrative expenses.

Environmental Matters

Many of our products are subject to various federal, state, local and international laws governing chemical substances in products,
including laws regulating the manufacturing and distribution of chemical substances and laws restricting the presence of certain
substances in electronics products. We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions,
third-party damages or personal injury claims, if we were to violate or become liable under environmental laws or if our products
become non-compliant with environmental laws. We also face increasing complexity in our product design and procurement
operations as we adjust to new and future requirements relating to the materials composition of our products.

We may also face significant costs and liabilities in connection with product take-back legislation. The European Union's Waste
Electrical and Electronic Equipment Directive ("WEEE") makes producers of electrical goods financially responsible for specified
collection, recycling, treatment and disposal of past and future covered products. Our European subsidiaries are WEEE compliant.
Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, the PRC
and Japan.

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We believe that we have materially complied with all currently existing international and domestic federal, state and local statutes
and regulations regarding environmental standards and occupational safety and health matters to which we are subject. During
the years ended December 31, 2017, 2016 and 2015, the amounts incurred in complying with federal, state and local statutes and
regulations pertaining to environmental standards and occupational safety and health laws and regulations did not materially affect
our earnings or financial condition. However, future events, such as changes in existing laws and regulations or enforcement
policies, may give rise to additional compliance costs that may have a material adverse effect upon our capital expenditures,
earnings or financial condition.

Employees

At December 31, 2017, we employed 3,010 employees, of which 554 worked in engineering and research and development, 115
in sales and marketing, 63 in consumer service and support, 1,988 in operations and warehousing and 290 in executive and
administrative functions. In addition, our factories in the PRC and our Asian operations engaged an additional 7,612 staff contracted
through agency agreements.

Labor unions represent approximately 14.3% of our 3,010 employees at December 31, 2017. Some unionized workers, employed
in Manaus, Brazil, are represented under contract with the Sindicato dos Trabalhadores nas Industrias Metalugicas, Mecanicas e
de Materiais Eletricos de Manaus. Other unionized workers, employed in Monterrey, Mexico, are represented under contract with
the Sindicato Industrial de Trabajadores de Nuevo León adherido a la Federación Nacional de Sindicatos Independientes. Our
business units are subject to various laws and regulations relating to their relationships with their employees. These laws and
regulations are specific to the location of each business unit. We believe that our relationships with employees and their
representative organizations are good.

International Operations

Financial information relating to our international operations for the years ended December 31, 2017, 2016 and 2015 is incorporated
by reference to "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial
Statements — Note 15".

Executive Officers of the Registrant(1)

The following table sets forth certain information concerning our executive officers on March 12, 2018:

Name
Paul D. Arling

David Chong

Louis S. Hughes

Richard A. Firehammer, Jr.

Bryan M. Hackworth

Menno V. Koopmans

Age

Chairman of the Board and Chief Executive Officer

Position

Executive Vice President, Asia

Chief Operating Officer

Senior Vice President, General Counsel and Secretary

Senior Vice President and Chief Financial Officer

Managing Director, EMEA

(1) Included pursuant to Instruction 3 to Item 401(b) of Regulation S-K.

Paul D. Arling is our Chairman and Chief Executive Officer. He joined us in May 1996 as Chief Financial Officer and was named
to our Board of Directors in August 1996. He was appointed President and Chief Operating Officer in September 1998, was
promoted to Chief Executive Officer in October 2000 and appointed as Chairman in July 2001. At the 2017 Annual Meeting of
Stockholders, Mr. Arling was re-elected as our Chairman to serve until the 2018 Annual Meeting of Stockholders. From 1993
through May 1996, he served in various capacities at LESCO, Inc. (a manufacturer and distributor of professional turf care
products). Prior to LESCO, he worked for Imperial Wall coverings (a manufacturer and distributor of wall covering products) as
Director of Planning and The Michael Allen Company (a strategic management consulting company) where he was employed as
a management consultant.

David Chong is our Executive Vice President, Asia. He is responsible for general management of our Asia region and Global
Operations. Mr. Chong joined us in January 2009 as Senior Vice President of Global OEM. Prior to joining us, Mr. Chong served
as Senior Vice President at Philips Consumer Electronics Division and as the Chief Marketing Officer of the business group Philips
Display (Philips TV and computer monitor business). At Philips Display, he led the re-engineering of the Product Creation,
Marketing and Sales Organization to compete successfully in the LCD TV space. Prior to this, he also served as Vice President
and General Manager of the Audio Video Business in Asia, Vice President and Global Business Line Manager for Audio and

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various senior management positions at Philips' CE Division. Mr. Chong started at Philips Research Lab in 1984 as a research
scientist working in the area of VLSI design methodologies. He also served as Managing Director for Asia at InVue Security
Product before joining us at the present position. Mr. Chong had his senior education in The United Kingdom, holding a B.S. in
Electrical and Electronics Engineering with High Honors from University of Nottingham.

Louis S. Hughes is our Chief Operating Officer. He joined us in 2004 as General Manager of Simple Devices as part of our
acquisition of Simples Devices, Inc. in that same year. From 2008 to 2011, he was our Vice President Corporate Development.
From 2011 to 2014, he was our Senior Vice President - Americas, and from 2015 to November 1, 2016 he was our Executive Vice
President - Americas until promoted to his current position. Prior to joining us, Mr. Hughes co-founded SimpleDevices, Inc. (a
company that pioneered local area network digital media distribution to a wide variety of consumer electronics devices) and
Supplybase (a company that provided enterprise wide, web-based supply chain management systems and information). He also
held various positions with General Electric Company over a ten-year period.

Richard A. Firehammer, Jr., Esq. is our Senior Vice President, General Counsel and Secretary. He joined us in October 1993 as
General Counsel. He became our Secretary in February 1994. He was our Vice President from May 1997 until August 1998, and
served as counsel to us from September 1998 until February 1999 at which time he was promoted to his current position. From
November 1992 to September 1993, he was associated with the Chicago, Illinois law firm, Shefsky & Froelich, Ltd. From 1987
to 1992, he was with the law firm Vedder, Price, Kaufman & Kammholz in Chicago, Illinois.

Bryan M. Hackworth is our Senior Vice President and Chief Financial Officer. He was promoted to Chief Financial Officer in
August 2006. Mr. Hackworth joined us in June 2004 as Corporate Controller and subsequently assumed the role of Chief Accounting
Officer in May 2006. Before joining us in 2004, he spent five years at Mars, Inc., a privately held international manufacturer and
distributor of consumer products and served in several financial and strategic roles (Controller — Ice Cream Division; Strategic
Planning Manager for the WHISKAS ® Brand) and various other financial management positions. Prior to joining Mars, Inc.,
Mr. Hackworth spent six years at Deloitte & Touche LLP as an auditor, specializing in the manufacturing and retail industries.

Menno V. Koopmans is our Managing Director, EMEA. From 2014 to the end of 2016, he was our Senior Vice President for
subscription broadcasting business in Europe and India where he led the customer transition into smart remote controls. From
2005 until 2013, he was the head of our worldwide consumer business and our One For All® brand. Prior to joining us, Mr.
Koopmans worked at Mars, Sony Europe and Royal Philips Electronics in different product, marketing and sales management
roles in both fast-moving consumer goods and durable consumer goods categories. Mr. Koopmans received his Masters in Science
of Business Administration from Erasmus University in Rotterdam, The Netherlands.

ITEM 1A. RISK FACTORS

Forward-Looking Statements

We make forward-looking statements in Management's Discussion and Analysis of Financial Condition and Results of Operations
and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to
us. Forward-looking statements include information about our possible or assumed future results of operations, which follow under
the headings "Business", "Liquidity and Capital Resources", and other statements throughout this report preceded by, followed
by or that include the words "believes", "expects", "anticipates", "intends", "plans", "estimates" or similar expressions.

Any number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking
statements, including the risks and uncertainties we describe below and other factors we describe from time to time in our periodic
filings with the U.S. Securities and Exchange Commission (the "SEC"). We therefore caution you not to rely unduly on any
forward-looking statement. The forward-looking statements in this report speak only as of the date of this report, and we undertake
no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or
otherwise.

Risks and Uncertainties

We are subject to various risks that could have a negative effect on us or on our financial condition. You should understand that
these risks could cause results to differ materially from those we express in forward-looking statements contained in this report
or in other Company communications. Because there is no way to determine in advance whether, or to what extent, any present
uncertainty will ultimately impact our business, you should give equal weight to each of the following:

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Risks Related to Doing Business in the PRC

We manufacture a majority of our products in our factories in the PRC. Additionally, many of our contract manufacturers are
located in the PRC. Doing business in the PRC carries a number of risks including the following:

Changes in the policies of the PRC government may have a significant impact upon the business we may be able to conduct in
the PRC and the profitability of such business.

Our business operations may be adversely affected by the current and future political environment in the PRC. The government
of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy, through
regulation and state ownership. Our ability to operate in the PRC may be adversely affected by changes in Chinese laws and
regulations, including those relating to taxation, labor and social insurance, import and export tariffs, raw materials, environmental
regulations, land use rights, property and other matters.

The PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in
such PRC laws and regulations may harm our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not
limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers
in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. We cannot predict what effect the
interpretation of existing or new PRC laws or regulations may have on our business. If the relevant authorities find that we are in
violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without
limitation:

•

levying fines;

revoking our business and other licenses;

requiring that we restructure our ownership or operations; and

requiring that we discontinue any portion or all of our business.

The fluctuation of the Chinese Yuan Renminbi may harm your investment.

Under Chinese monetary policy, the Chinese Yuan Renminbi is permitted to fluctuate within a managed band against a basket of
certain foreign currencies and has resulted in a 23.5% appreciation of the Chinese Yuan Renminbi against the U.S. Dollar during
the period from July 21, 2005 to December 31, 2017. While the international reaction to the Chinese Yuan Renminbi revaluation
has been positive, there remains international pressure on the PRC government to adopt an even more flexible currency policy,
which may result in a further and more significant appreciation of the Chinese Yuan Renminbi against the U.S. Dollar, which
could lead to higher manufacturing costs for our products.

The PRC's legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.

The PRC legal and judicial system may negatively impact foreign investors, with enforcement of existing laws inconsistent. In
addition, the promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may
adversely affect foreign investors.

Availability of adequate workforce levels

Presently, the vast majority of workers at our PRC factories are obtained from third-party employment agencies. As the labor laws,
social insurance and wage levels continue to mature and grow and the workers become more sophisticated, our costs to employ
these and other workers in the PRC may grow beyond that anticipated by management. While we have already experienced
increases in labor rates in the PRC, as the PRC market continues to open up and grow, we may experience an increase in competition
for the same workers, resulting in either an inability to attract and retain an adequate number of qualified workers or an increase
in our employment costs to obtain and retain these workers.

Expansion in the PRC

As our global business grows, we may decide to expand in China to meet demand. This would be dependent on our ability to
locate suitable facilities to support this expansion, to obtain the necessary permits and funding, to attract and retain adequate levels
of qualified workers, and to enter into a long-term land lease that is common in the PRC.

Sale of Guangzhou factory

On September 26, 2016, we entered into an agreement to sell our Guangzhou manufacturing facility. While the buyer has completed
its due diligence review, the parties are discussing a small number of open items. Management continues to expect this sale to
close in the first half of 2018. In anticipation of a successful closing of the sale, we completed the shutdown of all operations at
our Guangzhou facility in 2017 and have largely completed the transition of manufacturing activities from this factory to our other

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China factories. As a result of this transition, we experienced numerous factory inefficiencies related to hiring, training and other
transition activities to allow us to manufacture all of the products previously manufactured in Guangzhou at our other China
factories. If we are unsuccessful at completing this transition, this could continue to have a material adverse effect on our results
of operations and financial condition. Additionally, if the sale does not close, we may incur unexpected costs associated with an
unutilized factory, we may incur additional costs to sell the factory to another buyer, and we may be forced to sell the factory at
a less favorable price.

Risks and Uncertainties Associated with Our Expansion Into and Our Operations Outside of the United States May Adversely
Affect Our Results of Operations, Cash Flow, Liquidity or Financial Condition

Net external sales of our consolidated foreign subsidiaries totaled approximately 44.3%, 41.0% and 43.5% of our total consolidated
net sales in 2017, 2016 and 2015, respectively. We expect that the international share of our total revenues will continue to make
up a significant part of our current business and future strategic plans. Additionally, we operate factories in the PRC, Brazil and
Mexico, as well as an engineering center in India. As a result, we are increasingly exposed to the challenges and risks of doing
business outside the United States, which could reduce our revenues or profits, increase our costs, result in significant liabilities
or sanctions, or otherwise disrupt our business. These challenges include: (1) compliance with complex and changing laws,
regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export
controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad,
such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) limitations
on our ability to repatriate non-U.S. earnings in a tax effective manner; (4) the difficulties involved in managing an organization
doing business in many different countries; (5) uncertainties as to the enforceability of contract and intellectual property rights
under local laws; (6) rapid changes in government policy, political or civil unrest in the Middle East and elsewhere, acts of terrorism,
or the threat of international boycotts or U.S. anti-boycott legislation; and (7) currency exchange rate fluctuations.

We are also exposed to risks relating to U.S. policy with respect to companies doing business in foreign jurisdictions, particularly
in light of the current U.S. presidential administration. For example, the passage of the Tax Cuts and Jobs Act on December 22,
2017, significantly changed U.S. income tax law. While we are still assessing the long-term impact these changes will have on
our overall income tax liability under our existing business structure, these recent changes in the U.S. tax laws could increase our
U.S. income tax liability and adversely affect our consolidated after-tax profitability. In addition, the current U.S. presidential
administration has introduced greater uncertainty with respect to future trade regulations and trade agreements. Changes in tax
policy, trade regulations or trade agreements could have a material adverse effect on our business and results of operations.

Failure by Our International Operations to Comply With Anti-Corruption Laws or Trade Sanctions Could Increase Our Costs,
Reduce Our Profits, Limit Our Growth, Harm Our Reputation, or Subject us to Broader Liability

We are subject to restrictions imposed by the U.S. Foreign Corrupt Practices Act and anti-corruption laws and regulations of other
countries applicable to our operations. Anti-corruption laws and regulations generally prohibit companies and their intermediaries
from making improper payments to government officials or other persons in order to receive or retain business. The compliance
programs, internal controls and policies we maintain and enforce to promote compliance with applicable anti-bribery and anti-
corruption laws may not prevent our associates, contractors or agents from acting in ways prohibited by these laws and regulations.
We are also subject to trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce.
Our compliance programs and internal controls also may not prevent conduct that is prohibited under these rules. The United
States may impose additional sanctions at any time against any country in which or with whom we do business. Depending on
the nature of the sanctions imposed, our operations in the relevant country could be restricted or otherwise adversely affected.
Any violations of anti-corruption laws and regulations or trade sanctions could result in significant civil and criminal penalties,
reduce our profits, disrupt our business or damage our reputation. In addition, an imposition of further restrictions in these areas
could increase our cost of operations, reduce our profits or cause us to forgo development opportunities that would otherwise
support growth.

Fluctuations in Foreign Currency Exchange Rates May Adversely Affect Our Results of Operations, Cash Flow, Liquidity or
Financial Condition.

Because of our international operations, we are exposed to risk associated with interest rates and value changes in foreign currencies,
which may adversely affect our business. Historically, our reported net sales, earnings, cash flow and financial condition have
been subjected to fluctuations in foreign exchange rates. Our exchange rate exposure is in the Argentinian Peso, Brazilian Real,
British Pound, Chinese Yuan Renminbi, Euro, Hong Kong Dollar, Indian Rupee, Japanese Yen, Korean Won and Mexican Peso.
While we actively manage the exposure of our foreign currency risk as part of our overall financial risk management policy, we
believe we may experience losses from foreign currency exchange rate fluctuations, and such losses may adversely affect our
sales, earnings, cash flow, liquidity or financial condition.

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Risks Relating to Natural or Man-made Disasters, Contagious Disease, Terrorist Activity, and War May Adversely Affect Our
Business, Financial Condition and Results of Operations

Our ability, including manufacturing or distribution capabilities, and that of our suppliers, business partners and contract
manufacturers, to make, move and sell products is critical to our success. So called “Acts of God,” such as hurricanes, earthquakes,
tsunamis, and other natural disasters, as well as the potential spread of contagious diseases in locations where we or they own or
operate significant operations could cause a disruption in our or our third party’s production and distribution capabilities or a
decline in demand for our products and services. In addition, actual or threatened war, terrorist activity, political unrest, or civil
strife, such as recent events in Ukraine and Russia, the Middle East, North Korea and other geopolitical uncertainty could have a
similar effect. Any one or more of these events may reduce our ability to produce or sell our products which may adversely affect
our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.

Dependence on Foreign Manufacturing

Although we own and operate factories in the PRC, Brazil and Mexico, third-party manufacturers located in Asia continue to
manufacture a portion of our products. Our arrangements with these foreign manufacturers are subject to the risks of doing business
abroad, such as tariffs, environmental and trade restrictions, intellectual property protection and enforcement, export license
requirements, work stoppages, political and social instability, economic and labor conditions, foreign currency exchange rate
fluctuations, changes in laws and policies (including fiscal policies), and other factors, which may have a material adverse effect
on our business, results of operations and cash flows. We believe that the loss of any one or more of our manufacturers would not
have a long-term material adverse effect on our business, results of operations and cash flows, because numerous other
manufacturers are available to fulfill our requirements; however, the loss of any of our major third-party manufacturers may
adversely affect our business, operating results, financial condition and cash flows until alternative manufacturing arrangements
are secured.

Dependence upon Key Suppliers

Most of the components used in our products are available from multiple sources. However, we purchase integrated circuits, used
principally in our wireless control products, from a small number of key suppliers. To reduce our dependence on our integrated
circuit suppliers we continually seek additional sources. We maintain inventories of our integrated circuits, which may be used in
part to mitigate, but not eliminate, delays resulting from supply interruptions.

We have identified alternative sources of supply for our integrated circuit, component parts, and finished goods needs; however,
there can be no assurance that we will be able to continue to obtain these inventory purchases on a timely basis. Any extended
interruption, shortage or termination in the supply of any of the components used in our products, or a reduction in their quality
or reliability, or a significant increase in prices of components, would have an adverse effect on our operating results, financial
position and cash flows.

Patents, Trademarks, and Copyrights

The procedures by which we identify, document and file for patent, trademark, and copyright protection are based solely on
engineering and management judgment, with no assurance that a specific filing will be issued, or if issued, will deliver any lasting
value to us. Because of the rapid innovation of products and technologies that is characteristic of our industry, there can be no
assurance that rights granted under any patent will provide competitive advantages to us or will be adequate to safeguard and
maintain our proprietary rights. Moreover, the laws of certain countries in which our products are or may be manufactured or sold
may not offer protection on such products and associated intellectual property to the same extent that the United States legal system
may offer.

In our opinion, our intellectual property holdings as well as our engineering, production, and marketing skills and the experience
of our personnel are of equal importance to our market position. We further believe that our business is not materially dependent
upon any single patent, copyright, trademark, or trade secret.

Some of our products include or use technology and/or components of third parties. While it may be necessary in the future to
seek or renew licenses relating to various aspects of such products, we believe that, based upon past experience and industry
practice, such licenses may be obtained on commercially reasonable terms; however, there can be no guarantee that such licenses
may be obtained on such terms or at all. Because of technological changes in the wireless and home control industry, current
extensive patent coverage, and the rapid rate of issuance of new patents, it is possible certain components of our products and
business methods may unknowingly infringe upon the patents of others.

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Potential for Litigation

As is typical in our industry and for the nature and kind of business in which we are engaged, from time to time various claims,
charges and litigation are asserted or commenced by third parties against us or by us against third parties, arising from or related
to product liability, infringement of patent or other intellectual property rights, breach of warranty, contractual relations or employee
relations. The amounts claimed may be substantial, but they may not bear any reasonable relationship to the merits of the claims
or the extent of any real risk of court awards assessed against us or in our favor.

Technology Changes in Wireless Control and Sensing

We currently derive substantial revenue from the sale of wireless remote controls, sensors and home automation products based
on IR and RF and other technologies. Other control technologies exist or may be developed that may compete with this technology.
In addition, we develop and maintain our own database of IR and RF codes. There are other IR and RF libraries offered by
companies that we compete with in the marketplace. The advantage that we may have compared to our competitors is difficult to
measure. In addition, if competing wireless control and sensing technology and products gain acceptance and start to be integrated
into home electronics devices and home security and automation products that are currently utilizing our remote controllers and
sensors, demand for our products may decrease, resulting in decreased operating results, financial condition, and cash flows.

Our Technology Development Activities May Experience Delays.

We may experience technical, financial, resource or other difficulties or delays related to the further development of our
technologies. Delays may have adverse financial effects and may allow competitors with comparable technology offerings to gain
an advantage over us in the marketplace or in the standards setting arena. There can be no assurance that we will continue to have
adequate staffing or that our development efforts will ultimately be successful. Moreover, certain of our technologies have not
been fully tested in commercial use, and it is possible that they may not perform as expected. In such cases, our business, financial
condition and operating results may be adversely affected, and our ability to secure new licensees and other business opportunities
may be diminished.

Change in Competition and Pricing

Even with having our own factories, we will continue to rely on third-party manufacturers to build a portion of our universal
wireless control products. Price is always an issue in winning and retaining business. If customers become increasingly price
sensitive, new competition may arise from manufacturers who decide to go into direct competition with us or from current
competitors who perform their own manufacturing. If such a trend develops, we may experience downward pressure on our pricing
or lose sales, which may have a material adverse effect on our operating results, financial condition and cash flows.

Risks Related to Adverse Changes in General Business and Economic Conditions

Adverse changes in general business and economic conditions in the United States and worldwide may reduce the demand for
some of our products and adversely affect our results of operations, cash flow, liquidity or financial condition. Higher inflation
rates, interest rates, tax rates and unemployment rates, higher labor and health care costs, recessions, changing governmental
policies, laws and regulations, increased tariffs, and other economic factors may adversely affect our results of operations, cash
flow, liquidity or financial condition. Any such changes may impact our business in a number of ways, including:

Potential deferment of purchases and orders by customers and cyclical nature of portions of our business

Uncertainty about current and future global economic conditions may cause consumers, businesses and governments to defer
purchases in response to tighter credit, decreased cash availability and declining consumer confidence. Accordingly, future demand
for our products may differ materially from our current expectations.

In addition, portions of our business involve the sale of products to sectors of the economy that are cyclical in nature, particularly
the retail sector. Our sales to these sectors are affected by the levels of discretionary consumer and business spending. During
economic downturns, the levels of consumer and business discretionary spending in these sectors may decrease, and the recovery
of these sectors may lag behind the recovery of the overall economy. This decrease in spending will likely reduce the demand for
some of our products and may adversely affect our sales, earnings, cash flow or financial condition. Although many of our end
markets have shown signs of stabilization and modest improvement from the recent global economic downturn, the recovery has
been erratic. A worsening in these sectors may cause a reduction in the demand for some of our products and may adversely impact
sales, earnings, cash flow and financial condition.

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Customers' inability to obtain financing to make purchases from us and/or maintain their business

Some of our customers require substantial financing in order to fund their operations and make purchases from us. The inability
of these customers to obtain sufficient credit to finance purchases of our products may adversely impact our financial results. In
addition, an economic downturn could result in insolvencies for our customers, which may adversely impact our financial results.

Potential impact on trade receivables

Credit market conditions may slow our collection efforts as customers experience increased difficulty in obtaining requisite
financing, leading to higher than normal accounts receivable balances and longer days sales outstanding. Continuation of these
conditions may limit our ability to collect our accounts receivable, which may result in greater expense associated with collection
efforts and increased bad debt expense.

Negative impact from increased financial pressures on third-party dealers, distributors and retailers

We make sales in certain regions of the world through third-party dealers, distributors and retailers. Although many of these third
parties have significant operations and maintain access to available credit, others are smaller and more likely to be impacted by
a significant decrease in available credit. If credit pressures or other financial difficulties result in insolvency for these third parties
and we are unable to successfully transition our end customers to purchase products from other third parties or from us directly,
it may adversely impact our financial results.

Negative impact from increased financial pressures on key suppliers

Our ability to meet customers' demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials,
parts and components from our suppliers. Certain of our components are available only from a single source or limited sources.
If certain key suppliers were to become capacity constrained or insolvent as a result of an economic downturn, it may result in a
reduction or interruption in supplies or a significant increase in the price of supplies and adversely impact our financial results.
In addition, credit constraints at key suppliers may result in accelerated payment of accounts payable by us, impacting our cash
flow.

Potential Fluctuations in Quarterly Results

We may from time to time increase our operating expenses to fund greater levels of research and development, sales and marketing
activities, development of new distribution channels, improvements in our operational and financial systems and development of
our customer support capabilities, and to support our efforts to comply with various government regulations. To the extent such
expenses precede or are not subsequently followed by increased revenues, our business, operating results, financial condition and
cash flows will be adversely affected.

In addition, we may experience significant fluctuations in future quarterly operating results that may be caused by many other
factors, including demand for our products, introduction or enhancement of products by us and our competitors, the loss or
acquisition of any significant customers, market acceptance of new products, price reductions by us or our competitors, mix of
distribution channels through which our products are sold, product or supply constraints, level of product returns, mix of customers
and products sold, component pricing, mix of international and domestic revenues, foreign currency exchange rate fluctuations
and general economic conditions. In addition, as a strategic response to changes in the competitive environment, we may from
time to time make certain pricing or marketing decisions or acquisitions that may have a material adverse effect on our business,
results of operations or financial condition. As a result, we believe period-to-period comparisons of our results of operations are
not necessarily meaningful and should not be relied upon as an indication of future performance.

Due to all of the foregoing factors, it is possible that in some future quarters our operating results will be below the expectations
of public market analysts and investors. If this happens the price of our common stock may be materially adversely affected.

Our Ability to Generate Cash Depends on Many Factors Beyond Our Control. We Also Depend on the Business of Our Subsidiaries
to Satisfy Our Cash Needs.

Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our
ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are
beyond our control. We cannot assure you that our business will generate sufficient cash flow from our operations or that future
borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund our other liquidity
needs and make planned capital expenditures.

A significant portion of our operations are conducted through our subsidiaries. As a result, our ability to generate sufficient cash
flow for our needs is dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends,
loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities.
Our subsidiaries have no obligation to pay any amounts due on our debt or to provide us with funds to meet our cash flow needs,

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whether in the form of dividends, distributions, loans or other payments. In addition, any payment of dividends, loans or advances
by our subsidiaries may be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent
upon our subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon their
liquidation or reorganization will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors.
In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest
in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Further, changes in the laws of
foreign jurisdictions in which we operate may adversely affect the ability of some of our foreign subsidiaries to repatriate funds
to us.

In addition, we may fund a portion of our seasonal working capital needs and obtain funding for other general corporate purposes
through short-term borrowings backed by our revolving credit facility and other financing facilities. If any of the banks in these
credit and financing facilities are unable to perform on their commitments, which may adversely affect our ability to fund seasonal
working capital needs and obtain funding for other general corporate purposes, our cash flow, liquidity or financial condition may
be adversely impacted. Although we currently have available credit facilities to fund our current operating needs, we cannot be
certain that we will be able to replace our existing credit facilities or refinance our existing or future debt when necessary. Our
cost of borrowing and ability to access the capital markets are affected not only by market conditions, but also by our debt and
credit ratings assigned by the major credit rating agencies. Downgrades in these ratings will increase our cost of borrowing and
may have an adverse effect on our access to the capital markets, including our access to the commercial paper market. An inability
to access the capital markets may have a material adverse effect on our results of operations, cash flow, liquidity or financial
condition.

The Price of Our Common Stock is Volatile and May Decline Regardless of Our Operating Performance.

Historically, we have had large fluctuations in the price of our common stock, and such fluctuations may continue. The market
price for our common stock is volatile and may fluctuate significantly in response to a number of factors, most of which we cannot
control, including:

•

the public's response to press releases or other public announcements by us or third parties, including our filings
with the SEC and announcements relating to product and technology development, relationships with new and
existing customers, litigation and other legal proceedings in which we are involved and intellectual property impacting
us or our business;

announcements concerning strategic transactions, such as spin-offs, joint ventures and acquisitions or divestitures;

the financial projections we may provide to the public, any changes in these projections or our failure to meet these
projections;

changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet
these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

investor perceptions as to the likelihood of achievement of near-term goals;

changes in market share of significant customers;

changes in operating performance and stock market valuations of other technology or content providing companies
generally; and

• market conditions or trends in our industry or the economy as a whole.

In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved
in securities litigation, we may incur substantial costs and our resources and the attention of management may be diverted from
our business.

In addition, our officers and directors periodically sell shares of our common stock which they own, many times pursuant to trading
plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Sales of shares
by our officers and directors may not be indicative of their respective opinions of our performance at the time of sale or of our
potential future performance. Nonetheless, the market price of our stock may be affected by such sales of shares by our officers
and directors.

If Securities or Industry Analysts Fail to Continue Publishing Research About Our Business, Our Stock Price and Trading Volume
May Decline.

The trading market for our common stock has historically been at low volumes and is influenced by the research and reports that
industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company
or fail to publish reports on us regularly, we may lose visibility in the financial markets, which in turn may cause our stock price
or trading volume to decline.

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Future Sales of Our Equity May Depress the Market Price of Our Common Stock.

We have several institutional stockholders that own significant blocks of our common stock. If one or more of these stockholders
were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price of
our common stock may be negatively affected. Further, due to our historically low trading volumes, such large stockholders may
not be able to sell the number of shares they wish to sell and/or in the time frame in which they wish to sell. Moreover, while such
large stockholders are attempting to sell their shares, other stockholders may not be able to sell their shares at the price and time
that such other stockholders desire due to the low trading volumes of our stock. Additionally, in March 2016, we issued common
stock purchase warrants to Comcast Corporation ("Comcast") to purchase up to 725,000 shares of our common stock at a price
of $54.55 per share. The right to exercise the warrants is subject to vesting over three successive two-year periods (the first two-
year period commenced on January 1, 2016 and ended on December 31, 2017) based on the level of purchases of goods and
services from us by Comcast and its affiliates, as defined in the warrants. To the extent that the warrants vest and Comcast exercises
the warrants and sells any of the shares of common stock issuable upon exercise, or the perception that such sales may occur,
could adversely affect the market price and/or trading volume of our common stock. Based upon the volume of goods and services
purchased by Comcast during the first two-year period which ended on December 31, 2017, Comcast vested in 175,000 of the
warrants.

Approved Stock Repurchase Programs May Not Result in a Positive Return of Capital to Stockholders.

Periodically, our Board approves programs to repurchase our common stock based upon an assessment of then current value as
compared to then trading ranges and investor analyst reports. Also considered in this decision is the effect any such repurchases
may have on our cash balances and needs, cash flow, and short- and long-term borrowing. Our stock price has experienced
substantial price volatility in the past and may continue to do so in the future. Additionally, we, the technology industry and the
stock market as a whole have experienced extreme stock price and volume fluctuations that have affected stock prices in ways
that may have been unrelated to our and these companies’ operating performance. Price volatility over a given period may cause
the average price at which we repurchase our own stock to exceed the stock’s price at a given point in time. While we believe our
stock price should reflect expectations of future growth and profitability, we also believe our stock price should reflect expectations
that our share repurchase program will be fully consummated even though our share repurchase program does not obligate us to
acquire any specific number of shares. If we fail to meet expectations related to future growth, profitability, share repurchases or
other market expectations, our stock price may decline significantly, which could have a material adverse impact on investor
confidence.

Dependence on Consumer Preference

We are susceptible to fluctuations in our business based upon consumer demand for our products. In addition, we cannot guarantee
that increases in demand for our products associated with increases in the deployment of new technology will continue. We believe
that our success depends on our ability to anticipate, gauge and respond to fluctuations in consumer preferences. However, it is
impossible to predict with complete accuracy the occurrence and effect of fluctuations in consumer demand over a product's life
cycle. Moreover, any growth in revenues that we achieve may be transitory and should not be relied upon as an indication of future
performance.

Demand for Consumer Service and Support

We have continually provided domestic and international consumer service and support to our customers to add overall value and
to help differentiate us from our competitors. We continually review our service and support group and are marketing our expertise
in this area to other potential customers. There can be no assurance that we will be able to attract new customers in the future.

In addition, certain of our products have more features and are more complex than others and therefore require more end-user
technical support. In some instances, we rely on distributors or dealers to provide the initial level of technical support to the end-
users. We provide the second level of technical support for bug fixes and other issues at no additional charge. Therefore, as the
mix of our products includes more of these complex product lines, support costs may increase, which may have an adverse effect
on our business, operating results, financial condition and cash flows.

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Dependence upon New Product Introduction

Our ability to remain competitive in the wireless control, AV accessory, home security and home automation markets will depend
considerably upon our ability to successfully identify new product opportunities, as well as develop and introduce these products
and enhancements on a timely and cost effective basis. There can be no assurance that we will be successful at developing and
marketing new products or enhancing our existing products, or that these new or enhanced products will achieve consumer
acceptance and, if achieved, will sustain that acceptance. In addition, there can be no assurance that products developed by others
will not render our products non-competitive or obsolete or that we will be able to obtain or maintain the rights to use proprietary
technologies developed by others which are incorporated in our products. Any failure to anticipate or respond adequately to
technological developments and customer requirements, or any significant delays in product development or introduction, may
have a material adverse effect on our operating results, financial condition and cash flows.

In addition, the introduction of new products may require significant expenditures for research and development, tooling,
manufacturing processes, inventory and marketing. In order to achieve high volume production of any new product, we may have
to make substantial investments in inventory and expand our production capabilities.

Dependence on Major Customers

The economic strength and weakness of our worldwide customers affect our performance. We sell our wireless control products,
AV accessory products, and proprietary technologies to subscription broadcasters, original equipment manufacturers, retailers and
private label customers. We also supply our products to our wholly owned, non-U.S. subsidiaries and to independent foreign
distributors, who in turn distribute our products worldwide, with Europe, Asia and Latin America currently representing our
principal foreign markets.

During the years ended December 31, 2017, 2016 and 2015, we had sales in excess of 10% of our net sales to Comcast and to
AT&T. The loss of any of these customers or of any other key customer, either in the United States or abroad or our inability to
maintain order volume with these customers, may have an adverse effect on our operating results, financial condition and cash
flows.

Outsourced Labor

We continue to use outside resources to assist us in the development of some of our products and technologies. While we believe
that such outside services will continue to be available to us, if they cease to be available, the development of these products and
technologies may be substantially delayed, which may have a material adverse effect on our operating results, financial condition
and cash flows.

Disruptions Caused by Labor Disputes or Organized Labor Activities Could Materially Harm our Business and Reputation

Currently, approximately 400 of our Brazil and Mexico employees are represented by labor unions. Disputes with the current labor
unions or new union organizing activities could lead to production slowdowns or stoppages and make it difficult or impossible
for us to meet scheduled delivery times for product shipments to some of our customers, which could result in a loss of business
and material damage to our reputation. In addition, union activity and compliance with international labor standards could result
in higher labor costs, which could have a material adverse effect on our financial position and results of operations.

Competition

Competition within the wireless control industry is based primarily on product availability, price, speed of delivery, ability to tailor
specific solutions to customer needs, quality, and depth of product lines. Our competition is fragmented across our products, and,
accordingly, we do not compete with any one company across all product lines. We compete with a variety of entities, some of
which have greater financial resources. Other competitors are smaller and may be able to offer more specialized products. Our
ability to remain competitive in this industry depends in part on our ability to successfully identify new product opportunities,
develop and introduce new products and enhancements on a timely and cost effective basis, as well as our ability to successfully
identify and enter into strategic alliances with entities doing business within the industries we serve. Competition in any of these
areas may reduce our sales and adversely affect our earnings or cash flow by resulting in decreased sales volumes, reduced prices
and increased costs of manufacturing, distributing and selling our products. There can be no assurance that our product offerings
will be, and/or will remain, competitive or that strategic alliances, if any, will achieve the type, extent, and amount of success or
business that we expect them to achieve. The sales of our products and technology may not occur or grow in the manner we expect,
and thus we may not recoup costs incurred in the research and development of these products as quickly as we expect, if at all.

The home security and automation industry is highly fragmented and subject to significant competition and pricing pressures. In
particular, the monitored security industry providers have highly recognized brands which may drive increased awareness of their

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security/automation offerings rather than ours, have access to greater capital and resources than us, and may spend significantly
more on advertising, marketing and promotional resources which could have a material adverse effect on our ability to drive
awareness and demand for our products and services. In addition, cable and telecommunications companies have expanded into
the monitored security industry and are bundling their existing offerings with monitored security services. We also face competition
from Do-It-Yourself ("DIY") companies that are increasingly providing products which enable customers to self-monitor and
control their environments without third-party involvement. Further, DIY providers may also offer professional monitoring with
the purchase of their systems and equipment or new IoT devices and services with automated features and capabilities that may
be appealing to customers. Continued pricing pressure, improvements in technology and shifts in customer preferences towards
self-monitoring or DIY could adversely impact our customer base and/or pricing structure and have a material adverse effect on
our business, financial condition, results of operations and cash flows.

We are Exposed to Greater Risks of Liability for Omissions or System Failures

If a customer or third party believes that he or she has suffered harm to person or property due to an actual or alleged security
system failure, he or she (or their insurers) may pursue legal action against us, and the cost of defending the legal action and of
any judgment against us could be substantial. In particular, because some of our products and services are intended to help protect
lives and real and personal property, we may have greater exposure to litigation risks than businesses that provide other consumer
and small business products and services. While our customer contracts contain a series of risk-mitigation provisions that are
aimed at limiting our liability and/or limiting a claimant’s ability to pursue legal action against us, in the event of litigation with
respect to such matters it is possible that these risk-mitigation provisions may be deemed not applicable or unenforceable and,
regardless of the ultimate outcome, we may incur significant costs of defense that could materially and adversely affect our business,
financial condition, results of operations and cash flows.

Our Brand Quality and Reputation

Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of these brands
may have an adverse impact on our market share, reputation, business, financial condition or results of operations. Events that
may be beyond our control may affect the reputation of one or more of our products or more generally impact the reputation of
our brands. If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition
or results of operations may be affected.

Unanticipated Changes in Tax and Other Laws and Regulations

Our business is subject to regulation under a wide variety of laws, regulations and policies in jurisdictions around the world. In
response to continued economic challenges, we anticipate that many of the jurisdictions in which we do business will continue to
review tax and other revenue raising laws, regulations and policies, and any resulting changes may impose new restrictions, costs
or prohibitions on our current practices and reduce our profits. In particular, governments may revise tax laws, regulations or
official interpretations in ways that may have a significant impact on us, including modifications that may reduce the profits that
we can effectively realize from our non-U.S. operations, or that may require costly changes to those operations, or the way in
which they are structured. If changes in tax laws, regulations or interpretations significantly increase the tax rates on non-U.S.
income, our effective tax rate may increase and our profits may be reduced. If such increases resulted from our status as a U.S.
company, those changes may place us at a disadvantage to our non-U.S. competitors if those competitors remain subject to lower
local tax rates. Further, the recent passage of the Tax Cuts and Jobs Act in the U.S. significantly changes U.S. income tax law and
could increase the tax rate on our non-U.S. income, which may increase our overall effective tax rate.

In addition, from time to time, we are subject to tax audits in various jurisdictions. Tax authorities may disagree with our
intercompany charges or other matters and assess additional taxes. We assess the likely outcomes of these audits in order to
determine the appropriateness of the tax provision. However, there can be no assurance that we will accurately predict or calculate
the outcomes of these audits, and the actual outcomes of these audits may have a material impact on our financial condition, results
of operations and cash flows. In addition, our effective tax rate in the future may be adversely affected by changes in the mix of
earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in
tax laws and the discovery of new information in the course of our tax return preparation process. Furthermore, our tax provisions
may be adversely affected as a result of any new interpretative accounting guidance related to accounting for uncertain tax positions.

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Environmental Matters

Many of our products are subject to various federal, state, local and international laws governing chemical substances in products,
including laws regulating the manufacture and distribution of chemical substances and restricting the presence of certain substances
in electronics products. In addition, many of these laws and regulations make producers of electrical goods responsible for collection,
recycling, treatment and disposal of recovered products. As a result, we may face significant costs and liabilities in complying
with these laws and any future laws and regulations or enforcement policies that may have a material adverse effect upon our
operating results, financial condition, and cash flows.

Leased Property

We lease all of the properties used in our business. We can give no assurance that we will enter into new or renewal leases, or that,
if entered into, the new lease terms will be similar to the existing terms or that the terms of any such new or renewal leases will
not have a significant and material adverse effect on our operating results, financial condition and cash flows.

Failure to Recruit, Hire, and Retain Key Personnel

Our ability to achieve growth in the future will depend, in part, on our success at recruiting, hiring, training, developing and
retaining highly skilled engineering, managerial, operational, sales and marketing personnel. If our salary and benefits fail to stay
competitive it may negatively impact our ability to hire and retain key personnel and we may experience low morale, inefficiency
or internal control failures. The inability to recruit, hire, train, develop and retain qualified personnel, or the loss of any key
personnel, may make it difficult to meet key objectives, such as timely and effective product introductions, and also limit our
ability to grow and expand our business.

Transportation Costs, Tariffs, and Impact of Oil Prices

We ship products from our factories and foreign manufacturers via ocean and air transport. It is sometimes difficult to forecast
swings in demand or delays in production and, as a result, products may be shipped via air which is more costly than ocean
shipments. We typically cannot recover the increased cost of air freight from our customers. Additionally, tariffs and other export
fees may be incurred to ship products from foreign manufacturers to the customer. The inability to predict swings in demand or
delays in production may increase the cost of freight which may have a material adverse effect on our product margins.

In addition, we have an exposure to oil prices in two forms. The first is in the prices of oil-based materials in our products, which
are primarily the plastics and other components that we include in our finished products. The second is in the cost of delivery and
freight, which would be passed on by the carriers that we use in the form of higher rates. We record freight-in as a cost of sales
and freight-out in operating expenses. Rising oil prices may have an adverse effect on cost of sales and operating expenses.

Proprietary Technologies

We produce highly complex products that incorporate leading-edge technology, including hardware, firmware, and software.
Firmware and software may contain bugs that may unexpectedly interfere with product operation. There can be no assurance that
our testing programs will detect all defects in individual products or defects that may affect numerous shipments. The presence
of defects may harm customer satisfaction, reduce sales opportunities, or increase warranty claims and/or returns. An inability to
cure or repair such a defect may result in the failure of a product line, temporary or permanent withdrawal of a product or market,
damage to our reputation, increased inventory costs, or product re-engineering expenses, any of which may have a material impact
on our operating results, financial condition and cash flows.

Strategic Business Transactions

We may, from time to time, pursue strategic alliances, joint ventures, business acquisitions, products or technologies ("strategic
business transactions") that complement or expand our existing operations, including those that may be material in size and scope.
Strategic business transactions involve many risks, including the diversion of management's attention away from day-to-day
operations. There is also the risk that we will not be able to successfully integrate the strategic business transaction with our
operations, personnel, customer base, products or technologies. Such strategic business transactions may also have adverse short-
term effects on our operating results, and may result in dilutive issuances of equity securities, the incurrence of debt, and the loss
of key employees. In addition, these strategic business transactions are subject to specific accounting guidelines that may adversely
affect our financial condition, results of operations and cash flow.

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Growth Projections

Management has made projections required for the preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("GAAP") regarding future events and the financial performance of the Company, including
those involving:

•

the benefits the Company expects as a result of the development and success of products and technologies, including
new products and technologies;

the benefits expected by conducting business in Asian and Latin American markets, without which, we may not be
able to recover the costs we incur to enter into such markets;

new contracts with new and existing customers and new market penetrations;

the expected continued adoption of the Company's technologies in gaming consoles, mobile devices, and other home
entertainment and control devices;

the expected continued growth in digital TVs, DVRs, PVRs and overall growth in the Company's industry;

the impact competitors and OTT providers may have on our business; and

the effects we may experience due to current global and regional economic conditions.

Actual events or results may be unfavorable to management's projections, which may have a material adverse effect on our projected
operating results, financial condition and cash flows.

Additionally, we have goodwill and intangible assets recorded on our balance sheet. We periodically evaluate the recoverability
of the carrying value of our goodwill and intangible assets whenever events or changes in circumstances indicate that such value
may not be recoverable. Impairment assessment involves judgment as to assumptions regarding future sales and cash flows and
the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions
and may result in changes in our estimates of future sales and cash flows that may result in us incurring substantial impairment
charges, which would adversely affect our results of operations or financial condition.

Market Projections and Data are Forward-looking in Nature.

Our strategy is based on our own projections and on analyst, industry observer and expert projections, which are forward-looking
in nature and are inherently subject to risks and uncertainties. The validity of their and our assumptions, the timing and scope of
the markets within which we compete, economic conditions, customer buying patterns, the timeliness of equipment development,
pricing of products, and availability of capital for infrastructure improvements may affect these predictions. In addition, market
data upon which we rely is based on third party reports that may be inaccurate. The inaccuracy of any of these projections and/or
market data may adversely affect our operating results and financial condition.

Cybersecurity Issues: Failure to Maintain the Integrity of and Protect Internal or Customer Data May Result in Faulty Business
Decisions, Operational Inefficiencies, Damage to our Reputation and/or Subject Us to Costs, Fines, or Lawsuits

Our business requires collection and retention of large volumes of internal and customer data, including personally identifiable
information of our customers in various information systems that we maintain and in those maintained by third parties with whom
we contract to provide services, including in areas such as customer product servicing, human resources outsourcing, website
hosting, and various forms of electronic communications. We and third parties who provide services to us also maintain personally
identifiable information about our employees. The integrity and protection of that customer, employee, and company data, including
proprietary information, is critical to us. If that data is inaccurate or incomplete, we may make faulty decisions. Our customers
and employees also have a high expectation that we and our service providers will adequately protect their personal information.
The information, security and privacy requirements imposed by governmental regulation is also increasingly demanding, in both
the United States and other jurisdictions where we operate. For example, the European Union’s General Data Protection Regulation
is considered to be one of the most stringent data privacy regulations and becomes enforceable on May 25, 2018. Our systems
and those of our service providers may be unable to satisfy these changing requirements and employee and customer expectations,
or may require significant additional investments or time in order to do so.

Further, proprietary information key to the development of our products is susceptible to the vulnerability of cybersecurity.
Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator
error, or inadvertent releases of data may materially impact our and our service providers' information systems and records and
could disrupt our business. Our reliance on computer, Internet-based and mobile systems and communications and the
frequency and sophistication of efforts by hackers to gain unauthorized access to such systems have increased significantly in
recent years. A significant theft, loss, or fraudulent use of customer, employee, or company data maintained by us or by a
service provider could adversely impact our reputation, cause harm to our business generally, and could result in remedial and
other expenses, fines, or litigation. Breaches in the security of our information systems or those of our service providers or

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other disruptions in data services could lead to an interruption in the operation of our systems, resulting in a loss of data,
operational inefficiencies and a loss of profits.

Effectiveness of Our Internal Control Over Financial Reporting

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include our assessment of the effectiveness of our
internal control over financial reporting in our Annual Report on Form 10-K. Furthermore, our independent registered public
accounting firm is required to audit our internal control over financial reporting and separately report on whether it believes we
maintain, in all material respects, effective internal control over financial reporting. Although we believe that we currently have
adequate internal control procedures in place, we cannot be certain that future material changes to our internal control over financial
reporting will be effective. Additionally, in 2016 we began implementing a new global ERP system which has impacted our internal
controls in 2017, primarily in the U.S., where the ERP system went live in February 2017. We continue to implement the ERP
system globally and expect it to impact our control environment in Asia when the system goes live there in 2018. If we cannot
adequately maintain the effectiveness of our internal control over financial reporting, we may be subject to sanctions or investigation
by regulatory authorities, such as the SEC. Any such action may adversely affect our financial results and the market price of our
common stock.

Our Governing Corporate Documents Contain, and Our Board of Directors May Implement, Antitakeover Provisions that May
Deter Takeover Attempts

Our governing corporate documents, among other things, require super-majority votes in connection with certain mergers and
similar transactions. In addition, our Board of Directors may, without stockholder approval, implement other anti-takeover
defenses, such as a stockholder's rights plan.

Regulations Related to the Use of Conflict-Free Minerals May Increase Our Costs and Expenses, and an Inability to Certify
that Our Products are Conflict-Free May Adversely Affect Customer Relationships

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve the transparency and
accountability of the use by public companies in their products of minerals mined in certain countries and to prevent the sourcing
of such "conflict" minerals. As a result, the SEC enacted new annual disclosure and reporting requirements for public companies
that use these minerals in their products, which apply to us. Under the final rules, we are required to conduct due diligence to
determine the source of any conflict minerals used in our products and to make annual disclosures in filings with the SEC. Because
our supply chain is broad-based and complex, we may not be able to easily verify the origins for all minerals used in our products.
In addition, the new rules may reduce the number of suppliers who provide components and products containing conflict-free
minerals and thus may increase the cost of the components used in manufacturing our products and the costs of our products to
us. Any increased costs and expenses may have a material adverse impact on our financial condition and results of operations.
Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers, which may
place us at a competitive disadvantage, and our reputation may be harmed.

We are Subject to a Wide Variety of Complex Domestic and Foreign Laws and Regulations.

We are subject to a wide variety of complex domestic and foreign laws and regulations, and legal compliance risks, including
securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and
laws governing improper business practices. We are affected by new laws and regulations, and changes to existing laws and
regulations, including interpretations by courts and regulators. From time to time, our Company, our operations and the industries
in which we operate are being reviewed or investigated by regulators, which may lead to enforcement actions or the assertion of
private litigation claims and damages.

Although we believe that we have adopted appropriate risk management and compliance programs to mitigate these risks, the
global and diverse nature of our operations means that compliance risks will continue to exist. Investigations, examinations and
other proceedings, the nature and outcome of which cannot be predicted, will likely arise from time to time. These investigations,
examinations and other proceedings may subject us to significant liability and require us to make significant accruals or pay
significant settlements, fines and penalties, which may have a material adverse effect on our results of operations, cash flow or
financial condition.

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We are Required to Comply with Numerous Complex and Increasingly Stringent Domestic and Foreign Health, Safety and
Environmental Laws and Regulations, the Cost of Which is Likely to Increase.

Our operations are subject to various domestic and foreign health, safety and environmental laws and regulations. These laws and
regulations not only govern our current operations and products, but also impose potential liability on us for our past operations.
We expect health, safety and environmental laws and regulations to impose increasingly stringent requirements upon our industry
and us in the future. Our costs to comply with these laws and regulations may increase as these requirements become more stringent
in the future, and these increased costs may adversely affect our results of operations, cash flow or financial condition.

Changes in Financial Accounting Standards or Policies May Affect Our Reported Financial Condition or Results of Operations.

From time to time the Financial Accounting Standards Board (the "FASB") and the SEC change their guidance governing the form
and content of our external financial statements. In addition, accounting standard setters and those who interpret GAAP, such as
the FASB and the SEC may change or even reverse their previous interpretations or positions with regard to how these standards
should be applied. A change in accounting principles or their interpretation can have a significant effect on our reported results.
In certain cases, the company may be required to apply new or revised guidance retroactively or apply existing guidance differently.
For example, in May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers," which will impact the
timing of revenue recognition for certain new and existing contracts with customers beginning January 1, 2018. Additionally, in
February 2016, the FASB issued ASU 2016-02, “Leases,” which changes the accounting for leases. These and other potential
changes in reporting standards may substantially change our reporting practices in a number of areas, including revenue recognition
and recording of assets and liabilities, and affect our reported financial condition or results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Our global headquarters is located in Santa Ana, California. We utilize the following facilities:

Location

Santa Ana, California

Purpose or Use

Corporate headquarters, engineering,
research and development

Square
Feet
36,184 Leased, expires October 31, 2022

Status

Euclid, Ohio

Call center

12,728 Leased, expires June 30, 2025

Carlsbad, California

Engineering, research and development

27,141 Leased, expires November 30, 2019

San Mateo, California

Engineering, research and development

5,826 Leased, expires January 31, 2023

Poway, California

Engineering, research and development

7,891 Leased, expires November 30, 2018

Enschede, Netherlands

European headquarters and call center

19,137 Leased, expires February 28, 2024

Bangalore, India
Hong Kong, PRC

Suzhou, PRC

Suzhou, PRC
Yangzhou, PRC (1)
Yangzhou, PRC

Yangzhou, PRC
Guangzhou, PRC (1) (2)
Guangzhou, PRC
Qinzhou, PRC

Qinzhou, PRC
Manaus, Brazil
Monterrey, Mexico

Engineering, research and development

21,326 Leased, expires February 28, 2018

Asian headquarters

12,000 Leased, expires June 30, 2019

Engineering, research and development

4,908 Leased, expires December 31, 2018

Engineering, research and development

5,705 Leased, expires December 31, 2020

Manufacturing facility

Service Center

Manufacturing facility

Manufacturing facility
Manufacturing facility
Manufacturing facility

1,204,697 Land leased, expires July 31, 2055

77,888 Leased, expires October 31, 2025

90,201 Leased, expires September 30, 2022

710,203 Land leased, expires June 30, 2044

26,850 Leased, expires April 14, 2020

321,313 Leased, expires May 31, 2018

345,662 Leased, expires February 28, 2022
56,120 Leased, expires August 19, 2022
50,000 Leased, expires March 31, 2019

(1) Private ownership of land in mainland PRC is not allowed. All land in the PRC is owned by the government and cannot
be sold to any individual or entity. These facilities were developed on land which we lease from the PRC government.
(2) As discussed in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated

Financial Statements - Note 13", this facility is subject to a pending sale that is expected to close in 2018.

In addition to the facilities listed above, we lease space in various international locations, primarily for use as sales offices.

Upon expiration of our facilities leases, we believe we will obtain lease agreements under similar terms; however, there can be
no assurance that we will receive similar terms or that any offer to renew will be accepted.

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements —
Note 12" for additional information regarding our obligations under leases.

ITEM 3. LEGAL PROCEEDINGS

We are subject to lawsuits arising out of the conduct of our business. The discussion of our litigation matters in "ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 13" is
incorporated by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

Our common stock trades on the NASDAQ Global Select Market under the symbol UEIC. The closing price of our common stock
as reported by NASDAQ on March 8, 2018 was $53.50. Our stockholders of record on March 8, 2018 numbered 120. We have
never paid cash dividends on our common stock, nor do we currently intend to pay any cash dividends on our common stock in
the foreseeable future. We intend to retain our earnings, if any, for the future operation and expansion of our business.

The following table sets forth, for the periods indicated, the high and low sale prices for our common stock, as reported by
NASDAQ:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Purchases of Equity Securities

2017

2016

High

Low

High

Low

74.85

57.50

65.81

72.00

72.50

67.44

57.10

55.75

46.05

72.31

80.42

75.20

45.20

58.97

70.02

52.90

The following table sets forth, for the fourth quarter, our total stock repurchases, average price paid per share and the maximum
number of shares that may yet be purchased under our plans or programs:

Period
October 1, 2017 - October 31, 2017

November 1, 2017 - November 30, 2017

December 1, 2017 - December 31, 2017

Total

Total Number
of Shares
Purchased (1)

Weighted Average
Price Paid
per Share (2)

32,190

301,076

17,057

350,323

64.76

53.03

47.83

53.86

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

30,837

300,000

—

330,837

Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs (3)

383,434

—

(1) Of the repurchases in October, November and December, 1,353, 1,076 and 17,057 shares, respectively, represent common
shares of the Company that were owned and tendered by employees to satisfy tax withholding obligations in connection
with the vesting of restricted shares.

(2) For shares tendered in connection with the vesting of restricted shares, the average price paid per share is an average calculated

using the daily high and low of the Company's common stock at the time of vesting.

(3) On November 7, 2017, the Company announced that it may purchase up to 300,000 shares from time to time in open market
purchases or privately negotiated transactions. The 83,434 remaining shares available for repurchase under the third quarter
Rule 10b5-1 plan expired on November 2, 2017.

During the year ended December 31, 2017, we repurchased 680,287 shares of our issued and outstanding common stock for $39.1
million under the ongoing and systematic programs approved by our Board of Directors. We make stock repurchases to manage
the dilution created by shares issued under our stock incentive plans or when we deem a repurchase is a good use of our cash and
the price to be paid is at or below a threshold approved by our Board from time to time based upon an assessment of then current
value as compared to then trading ranges and investor analyst reports. Also considered in this decision is the effect any such
repurchase may have on our cash balances and needs, cash flow, and short- and long-term borrowing. On December 31, 2017, we
had no shares available for repurchase under the Board's authorizations. Throughout 2018, our Board will continue to assess the
efficacy of a corporate stock repurchase program utilizing the same criteria as it had in the past; namely, comparing the then current
value as compared to then trading ranges and investor analyst reports, as well as the effect any such repurchase may have on our
cash balances and needs, cash flow, and short- and long-term borrowing. Any such approved repurchase program will not obligate
us to acquire any specific number of shares and under any such program, shares may be repurchased in privately negotiated and/
or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).

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Equity Compensation Plans

Information regarding our equity compensation plans, including both stockholder approved plans and plans not approved by
stockholders, is incorporated by reference to "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS" under the caption "Equity Compensation Plan Information"
and "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements —
Note 16".

Performance Chart

The following graph and table compares the cumulative total stockholder return with respect to our common stock versus the
cumulative total return of the Standard & Poor's Small Cap 600 (the "S&P Small Cap 600"), the NASDAQ Composite Index, and
the Peer Group Index for the five-year period ended December 31, 2017. The comparison assumes that $100 was invested on
December 31, 2012 in each of our common stock, S&P Small Cap 600, the NASDAQ Composite Index, and the Peer Group Index
and that all dividends were reinvested. We have not paid any dividends and, therefore, our cumulative total return calculation is
based solely upon stock price appreciation and not upon reinvestment of dividends. The graph and table depicts year-end values
based on actual market value increases and decreases relative to the initial investment of $100, based on information provided for
each calendar year by the NASDAQ Stock Market and the New York Stock Exchange.

The comparisons in the graph and table below are based on historical data and are not intended to forecast the possible future
performance of our common stock.

Universal Electronics Inc.

S&P Small Cap 600

NASDAQ Composite Index
Peer Group Index (1)

12/31/2012

12/31/2013

12/31/2014

12/31/2015

12/31/2016

12/31/2017

100

197

140

138

135

336

146

157

149

265

141

166

121

334

176

178

166

244

196

229

207

(1) Companies in the Peer Group Index are as follows: TiVo Corporation (formerly Rovi Corporation), Logitech International,
Dolby Laboratories, Inc., and VOXX International Corp. Harman International Industries, Inc. was previously included
in the Peer Group Index but has been removed due to its acquisition in March 2017 by Samsung Electronics.

The information presented above is as of December 31, 2012 through December 31, 2017. This information should not be deemed
to be "soliciting material" or to be "filed" with the SEC or subject to the liabilities of Section 18 of the Exchange Act nor should
this information be incorporated by reference into any prior or future filings under the Securities Act of 1933 or the Exchange Act,
except to the extent that we specifically incorporate it by reference into a filing.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The information below is not necessarily indicative of the results of future operations and should be read in conjunction with
"ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS", and the Consolidated Financial Statements and notes thereto included in "ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA", of this Form 10-K, which are incorporated herein by reference, in order to further understand
the factors that may affect the comparability of the financial data presented below.

(In thousands, except per share data)
Net sales

Operating income

Net income (loss) attributable to Universal
Electronics Inc.

Earnings (loss) per share attributable to Universal
Electronics Inc.:
Basic

Diluted

Shares used in computing earnings (loss) per share:

Basic

Diluted

Cash dividends declared per common share

Gross margin

Operating expenses as a % of net sales

Operating margin

Net income (loss) as a % of net sales

Return on average assets

Year Ended December 31,

2017

2016

2015

2014

2013

$ 695,790

$ 651,371

$ 602,833

$ 562,329

$ 529,354

$ 10,670

$ (10,323)

(0.72)

25,397

20,354

1.41

1.38

35,919

29,174

1.91

1.88

41,280

32,534

2.06

2.01

32,154

22,963

1.51

1.47

14,351

—

23.8 %

22.3 %

1.5 %

(1.5)%

(1.8)%

14,465

14,764

15,248

15,542

15,781

16,152

15,248

15,601

—

25.2%

21.3%

3.9%

3.1%

4.0%

—

27.7%

21.8%

5.9%

4.8%

6.1%

December 31,

—

29.7%

22.4%

7.3%

5.8%

7.3%

—

28.6%

22.5%

6.1%

4.3%

5.7%

(In thousands, except per share data)
Working capital

2017

2016

2015

2014

2013

$ 74,362

$ 108,291

$ 100,200

$ 183,600

$ 158,548

Ratio of current assets to current liabilities

1.2

1.5

2.3

Total assets

Cash and cash equivalents

Line of credit

Stockholders’ equity
Book value per share (1)
Ratio of liabilities to liabilities and stockholders’
equity

$ 608,430

$ 521,036

$ 495,220

$ 463,070

$ 423,733

$ 62,438

$ 138,000

50,611

49,987

52,966

50,000

$ 112,521

76,174

— $

—

$ 253,549

$ 280,510

$ 257,908

$ 315,621

$ 291,270

18.04

19.28

17.97

19.85

18.55

58.3 %

46.2%

47.9%

31.8%

31.3%

(1) Book value per share is defined as stockholders’ equity divided by common shares issued less treasury stock.

The comparability of information for 2017, 2016 and 2015 compared to previous years is affected by the acquisitions of the net
assets of Ecolink during the third quarter of 2015 and RCS during the second quarter of 2017. See "ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 22" for further
information.

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

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that
appear elsewhere in this document.

Overview

We develop and manufacture a broad line of pre-programmed universal remote control products, AV accessories, software and
intelligent wireless security, sensing and automation components dedicated to redefining the home entertainment and automation
experience. Our customers operate primarily in the consumer electronics market and include subscription broadcasters, OEMs,
international retailers, private label brands, pro-security installers and companies in the computing industry. We also sell integrated
circuits, on which our software and device control database is embedded, and license our device control database to OEMs that
manufacture televisions, digital audio and video players, streamer boxes, cable converters, satellite receivers, set-top boxes, room
air conditioning equipment, game consoles, and wireless mobile phones and tablets.

Since our beginning in 1986, we have compiled an extensive device control database that covers over one million individual device
functions and approximately 8,100 unique consumer electronic brands. QuickSet®, our proprietary software, can automatically
detect, identify and enable the appropriate control commands for home entertainment, automation and appliances like air
conditioners. Our library is regularly updated with new control functions captured directly from devices, remote controls and
manufacturer specifications to ensure the accuracy and integrity of our database and control engine. Our universal remote control
library contains device codes that are capable of controlling virtually all set-top boxes, televisions, audio components, DVD
players, Blu-Ray players, and CD players, as well as most other remote controlled home entertainment devices and home automation
control modules worldwide.

With the wider adoption of more advanced control technologies, emerging RF technologies, such as RF4CE, Bluetooth, and
Bluetooth Smart, have increasingly become a focus in our development efforts. Several new recently released platforms utilize
RF to effectively implement popular features like voice search.

We operate as one business segment. We have 24 international subsidiaries located in Argentina, Brazil, British Virgin Islands,
Cayman Islands, France, Germany, Hong Kong (3), India, Italy, Japan, Korea, Mexico, the Netherlands, People's Republic of
China (6), Singapore, Spain and the United Kingdom.

To recap our results for 2017:

• Net sales increased 6.8% to $695.8 million in 2017 from $651.4 million in 2016.

• Our gross margin percentage decreased from 25.2% in 2016 to 23.8% in 2017.

• Operating expenses, as a percent of sales, increased from 21.3% in 2016 to 22.3% in 2017

• Operating income decreased 58.0% to $10.7 million in 2017 from $25.4 million in 2016, and our operating margin

percentage decreased to 1.5% in 2017, compared to 3.9% in 2016.

• Our effective tax rate increased to 241.6% in 2017 from 19.1% in 2016.

Our strategic business objectives for 2018 include the following:

•

continue to develop and market the advanced remote control products and technologies our customer base is adopting;

continue to broaden our home control and automation product offerings;

further penetrate international subscription broadcasting markets;

acquire new customers in historically strong regions;

increase our share with existing customers; and

continue to seek acquisitions or strategic partners that complement and strengthen our existing business.

We intend for the following discussion of our financial condition and results of operations to provide information that will assist
in understanding our consolidated financial statements, the changes in certain key items in those financial statements from period
to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and
estimates affect our consolidated financial statements.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and
judgments, including those related to revenue recognition, allowances for sales returns and doubtful accounts, inventory valuation,
our review for impairment of long-lived assets, intangible assets and goodwill, business combinations, income taxes, stock-based
compensation expense and performance-based common stock warrants. Actual results may differ from these judgments and
estimates, and they may be adjusted as more information becomes available. Any adjustment may be significant and may have a
material impact on our consolidated financial position or results of operations.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in
the estimate that are reasonably likely to occur may materially impact the financial statements. Management believes the following
critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial
statements. In addition to the accounting policies mentioned below, see "ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 2" for other significant accounting policies.

Revenue recognition

We recognize revenue on the sale of products when title of the goods has transferred, there is persuasive evidence of an arrangement
(such as a purchase order from the customer), the sales price is fixed or determinable and collectability is reasonably assured.

A provision is recorded for estimated sales returns and allowances and is deducted from gross sales to arrive at net sales in the
period the related revenue is recorded. These estimates are based on historical sales returns and allowances, analysis of credit
memo data and other known factors. Actual returns and claims in any future period are inherently uncertain and thus may differ
from our estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that we have
established, we will record a reduction or increase to net revenues in the period in which we make such a determination.

We accrue for discounts and rebates based on historical experience and our expectations regarding future sales to our customers.
These accruals are recorded as a reduction to sales in the same period as the related revenues. Changes in such accruals may be
required if future rebates and incentives differ from our estimates.

Revenue for the sale of tooling is recognized when the related tooling has been provided, customer acceptance documentation has
been obtained, the sales price is fixed or determinable and collectability is reasonably assured.

We generate service revenue, which is paid monthly, as a result of providing consumer support programs to some of our customers
through our call centers. These service revenues are recognized when services are performed, persuasive evidence of an arrangement
exists (such as when a signed agreement is received from the customer), the sales price is fixed or determinable, and collectability
is reasonably assured.

We license our intellectual property including our patented technologies, trademarks, and database of control codes. When our
license fees are paid on a per unit basis we record license revenue when our customers ship a product incorporating our intellectual
property, persuasive evidence of an arrangement exists, the sales price is fixed or determinable, and collectability is reasonably
assured. When a fixed upfront license fee is received in exchange for the delivery of a particular database of infrared codes that
represents the culmination of the earnings process, we record revenues when delivery has occurred, persuasive evidence of an
arrangement exists, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for term license fees
is recognized on a straight-line basis over the effective term of the license when we cannot reliably predict in which periods, within
the term of the license, the licensee will benefit from the use of our patented inventions.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments
for products sold or services rendered. The allowance for doubtful accounts is estimated based on a variety of factors, including
credit reviews, historical experience, length of time receivables are past due, current economic trends and changes in customer
payment behavior. We also record specific provisions for individual accounts when we become aware of a customer's inability to
meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer's operating results or
financial position. Our historical reserves have been sufficient to cover losses from uncollectible accounts. However, because we
cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ
from our estimates and may have a material effect on our consolidated financial position, results of operations and cash flows.

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Inventories

Our finished good, component part, and raw material inventories are valued at the lower of cost or net realizable value. Cost is
determined using the first-in, first-out method. We write-down our inventory for the estimated difference between cost and estimated
net realizable value based upon our best estimates of future demand and market conditions. We carry inventory in amounts necessary
to satisfy our customers' inventory requirements on a timely basis. We continually monitor our inventory status to control inventory
levels and write-down any excess or obsolete inventories on hand. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required which may have a material impact on our financial statements.
Such circumstances may include, but are not limited to, the development of new competing technology that impedes the
marketability of our products or the occurrence of significant price decreases in our raw material or component parts, such as
integrated circuits. Each percentage point change in the ratio of excess and obsolete inventory reserve to inventory would impact
cost of sales by approximately $1.7 million.

Valuation of Long-Lived Assets and Intangible Assets

We assess long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that their carrying
value may not be recoverable. Factors considered important which may trigger an impairment review, if significant, include the
following:

•

underperformance relative to historical or projected future operating results;

changes in the manner of use of the assets;

changes in the strategy of our overall business;

negative industry or economic trends;

a decline in our stock price for a sustained period; and

a variance between our market capitalization relative to net book value.

If the carrying value of the asset is larger than its projected undiscounted future cash flows, the asset is impaired. The impairment
is measured as the difference between the net book value of the asset and the asset's estimated fair value. Fair value is estimated
utilizing the asset's projected discounted future cash flows. In assessing fair value, we must make assumptions regarding estimated
future cash flows, the discount rate and other factors.

Goodwill

We evaluate the carrying value of goodwill on December 31 of each year and between annual evaluations if events occur or
circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such
circumstances may include, but are not limited to: (1) a significant adverse change in legal factors or in business climate,
(2) unanticipated competition or (3) an adverse action or assessment by a regulator.

To evaluate whether goodwill is impaired, we conduct a two-step quantitative goodwill impairment test. In the first step we compare
the estimated fair value of our single reporting unit to the reporting unit's carrying amount, including goodwill. We estimate the
fair value of our reporting unit based on income and market approaches. Under the income approach, we calculate the fair value
based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on market
multiples of enterprise value to EBITDA for comparable companies. If the carrying value of the net assets assigned to the reporting
unit exceeds the fair value of the reporting unit, then we perform the second step of the impairment test in order to determine the
implied fair value of the reporting unit's goodwill. To calculate the implied fair value of the reporting unit's goodwill, the fair value
of the reporting unit is first allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of
the reporting unit's fair value over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An
impairment loss would be recognized equal to the amount by which the carrying value of goodwill exceeds its implied fair value.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.
These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows,
risk-adjusted discount rates, future economic and market conditions and the determination of appropriate market comparables. In
addition, we make certain judgments and assumptions in determining our reporting units. We base our fair value estimates on
assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from
those estimates.

Business Combinations

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acquired and liabilities assumed. Such valuations require management to make significant fair value estimates and assumptions,
especially with respect to intangible assets and contingent consideration. Management estimates the fair value of certain intangible
assets and contingent consideration by utilizing the following (but not limited to):

•

future cash flow from customer contracts, customer lists, distribution agreements, acquired developed technologies,
trademarks, trade names and patents;

expected costs to complete development of in-process technology into commercially viable products and cash flows
from the products once they are completed;

brand awareness and market position as well as assumptions regarding the period of time the brand will continue to
be used in our product portfolio; and

discount rates utilized in discounted cash flow models.

In those circumstances where an acquisition involves a contingent consideration arrangement, we recognize a liability equal to
the fair value of the contingent payments we expect to make as of the acquisition date. We re-measure this liability at each reporting
period and record changes in the fair value within operating expenses. Increases or decreases in the fair value of the contingent
consideration liability can result from changes in discount periods and rates, as well as changes in the timing and amount of
earnings estimates or in the timing or likelihood of achieving earnings-based milestones.

Our estimates are based upon assumptions believed to be reasonable; however, unanticipated events or circumstances may occur
which may affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business
strategies.

Results of operations and cash flows of acquired businesses are included in our operating results from the date of acquisition.

Income Taxes

We calculate our current and deferred tax provisions based on estimates and assumptions that may differ from the actual results
reflected in our income tax returns filed during the subsequent year. We record adjustments based on filed returns when we have
identified and finalized them, which is generally in the third and fourth quarters of the subsequent year.

We recognize deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax basis
of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which we expect the differences
to reverse. We record a valuation allowance to reduce the deferred tax assets to the amount that we are more likely than not to
realize. We have considered future market growth, forecasted earnings and tax rates, future taxable income, the mix of earnings
in the jurisdictions in which we operate and prudent tax planning strategies in determining the need for a valuation allowance. In
the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, we would
increase the valuation allowance and make a corresponding charge to earnings in the period in which we make such determination.
Likewise, if we later determine that we are more likely than not to realize the net deferred tax assets, we would reverse the applicable
portion of the previously provided valuation allowance. In order for us to realize our deferred tax assets we must be able to generate
sufficient taxable income in the tax jurisdictions in which the deferred tax assets are located.

Our effective tax rate includes the impact of certain undistributed foreign earnings for which we have not provided state income
taxes or foreign withholding taxes because we plan to reinvest such earnings indefinitely outside the United States. The decision
to reinvest our foreign earnings indefinitely outside the United States is based on our projected cash flow needs as well as the
working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Material changes
in our estimates of cash, working capital and long-term investment requirements in the various jurisdictions in which we do
business may impact our effective tax rate.

We are subject to income taxes in the United States and foreign countries, and we are subject to routine corporate income tax
audits in many of these jurisdictions. We believe that our tax return positions are fully supported, but tax authorities are likely to
challenge certain positions, which may not be fully sustained. However, our income tax expense includes amounts intended to
satisfy income tax assessments that result from these challenges in accordance with the accounting for uncertainty in income taxes
prescribed by GAAP. Determining the income tax expense for these potential assessments and recording the related assets and
liabilities requires management judgments and estimates.

We maintain reserves for uncertain tax positions, including related interest and penalties. We review our reserves quarterly, and
we may adjust such reserves due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new
regulations or new case law, previously unavailable information obtained during the course of an examination, negotiations between
tax authorities of different countries concerning our transfer prices, execution of advanced pricing agreements, resolution with
respect to individual audit issues, the resolution of entire audits, or the expiration of statutes of limitations. The amounts ultimately
paid upon resolution of audits may be materially different from the amounts previously included in our income tax expense and,
therefore, may have a material impact on our operating results, financial position and cash flows.

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Stock-Based Compensation

We recognize the grant date fair value of stock-based compensation awards as expense, net of forfeitures, in proportion to vesting
during the requisite service period, which ranges from one to four years. Forfeitures are deducted as they occur.

We determine the fair value of restricted stock awards utilizing the average of the high and low trade prices of our Company's
shares on the date they were granted.

The fair value of stock options granted to employees and directors is determined utilizing the Black-Scholes option pricing model.
The assumptions utilized in the Black-Scholes model include the risk-free interest rate, expected volatility, and expected life in
years. The risk-free interest rate over the expected term is equal to the prevailing U.S. Treasury note rate over the same period.
Expected volatility is determined utilizing historical volatility over a period of time equal to the expected life of the stock option.
Expected life is computed utilizing historical exercise patterns and post-vesting behavior. The dividend yield is assumed to be
zero since we have not historically declared dividends and do not have any plans to declare dividends in the future.

Performance-Based Common Stock Warrants

The measurement date for performance-based common stock warrants is the date on which the warrants vest. We recognize the
fair value of performance-based common stock warrants as a reduction to net sales ratably as the warrants vest based on the
projected number of warrants that will vest, the proportion of the performance criteria achieved by the customer within the period
relative to the total performance required (aggregate purchase levels) for the warrants to vest and the then-current fair value of
the related unvested warrants. If we do not have a reliable forecast of future purchases to be made by the customer by which to
estimate the number of warrants that will vest, then the maximum number of potential warrants is assumed until such time that a
reliable forecast of future purchases is available. To the extent that our projections change in the future as to the number of warrants
that will vest, a cumulative catch-up adjustment will be recorded in the period in which our estimates change.

The fair value of performance-based common stock warrants is determined utilizing the Black-Scholes option pricing model. The
assumptions utilized in the Black-Scholes model include the price of our common stock, the risk-free interest rate, expected
volatility, and expected life in years. The price of our common stock is equal to the average of the high and low trade prices of
our common stock on the measurement date. The risk-free interest rate over the expected life is equal to the prevailing U.S. Treasury
note rate over the same period. Expected volatility is determined utilizing historical volatility over a period of time equal to the
expected life of the warrant. Expected life is equal to the remaining contractual term of the warrant. The dividend yield is assumed
to be zero since we have not historically declared dividends and do not have any plans to declare dividends in the future.

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Results of Operations

The following table sets forth our results of operations expressed as a percentage of net sales for the periods indicated.

Net sales

Cost of sales

Gross profit

Research and development expenses

Factory transition restructuring charges

Selling, general and administrative expenses

Operating income

Interest income (expense), net

Other income (expense), net

Income before provision for income taxes

Provision for income taxes

Net income (loss)

Net income (loss) attributable to noncontrolling interest

Year Ended December 31,

2017

2016

2015

100.0 %

100.0%

76.2

23.8

3.1

0.9

18.3

1.5

(0.4)

(0.1)

1.0

2.5

(1.5)

—

74.8

25.2

3.0

0.7

17.6

3.9
(0.2)
0.1

3.8

0.7

3.1

0.0

3.1%

72.3

27.7

3.1

—

18.7

5.9

0.0
(0.0)
5.9

1.1

4.8
(0.0)
4.8%

Net income (loss) attributable to Universal Electronics Inc.

(1.5)%

Year Ended December 31, 2017 ("2017") Compared to Year Ended December 31, 2016 ("2016")

Net sales. Net sales for 2017 were $695.8 million, an increase of 6.8% compared to $651.4 million in 2016. Net sales by our
business and consumer lines were as follows:

Business

Consumer

Total net sales

2017

2016

$ (millions)

% of total

$ (millions)

% of total

642.2

53.6

695.8

92.3% $

7.7%

100.0% $

601.7

49.7

651.4

92.4%

7.6%

100.0%

Net sales in our Business lines (subscription broadcasting, OEM, and computing companies) were 92.3% of net sales in 2017
compared to 92.4% in 2016. Net sales in our Business lines in 2017 increased by 6.7% to $642.2 million from $601.7 million in
2016 driven primarily by the rollout of higher end platforms in Europe, increased sales of home security products and increased
sales to consumer electronics companies in Asia. These increases were partially offset by a decrease in sales to North American
satellite broadcasting customers as certain customers were depleting existing prior generation inventory in preparation for the
launch of their new advanced platforms.

Net sales in our Consumer lines (One For All® retail and private label) were 7.7% of net sales in 2017 compared to 7.6% in 2016.
Net sales in our Consumer lines in 2017 increased by 7.8% to $53.6 million from $49.7 million in 2016 driven primarily by growth
in markets outside of Europe.

Gross profit. Gross profit in 2017 was $165.7 million compared to $164.1 million in 2016. Gross profit as a percent of sales
decreased to 23.8% in 2017 from 25.2% in 2016. The gross margin percentage was unfavorably impacted by price reductions
granted to certain large volume customers, impairment write-downs of underutilized factory equipment and manufacturing
inefficiencies experienced due to our factory transition activities in China, which were completed in the fourth quarter of 2017.
These unfavorable impacts were partially offset by the weakening of the Chinese Yuan Renminbi relative to the U.S. Dollar.

Research and development ("R&D") expenses. R&D expenses increased 7.9% to $21.4 million in 2017 from $19.9 million in 2016
primarily driven by R&D efforts dedicated to developing new product offerings for new and existing product categories.

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Factory transition restructuring charges. In the first quarter of 2016, we implemented a plan to reduce the impact of rising labor
rates in China by transitioning manufacturing activities from our southern-most China factory, located in the city of Guangzhou
in the Guangdong province, to our other China factories where labor rates are rising at a slower rate. As a result, we incurred
severance costs of $6.1 million and $4.5 million in 2017 and 2016, respectively. We ceased manufacturing operations in our
Guangzhou factory during the third quarter of 2017 and as a result, we do not expect to incur additional severance costs associated
with the transition of manufacturing activities from this location.

Selling, general and administrative ("SG&A") expenses. SG&A expenses increased 11.4% to $127.5 million in 2017 from $114.4
million in 2016. This increase was driven primarily by incremental expense recorded to reflect an increase in the value of contingent
consideration to be paid in connection with our acquisition of the net assets of Ecolink Intelligent Technology, Inc. ("Ecolink");
increased stock-based compensation expense; increased headcount and other direct costs associated with product development
efforts as a result of an increase in the number of higher end customer products; additional expense to support our implementation
of a new ERP system; and additional expense as a result of the acquisition of the net assets of Residential Control Systems, Inc.
("RCS") in April 2017. Partially offsetting these increases was a decrease in legal expense as a result of higher legal fees, including
the recording of a $2.0 million legal settlement, in the prior year period related to patent litigation matters.

Interest income (expense), net. Net interest expense was $2.5 million in 2017 compared to net interest expense of $1.0 million in
2016. This increase was primarily attributable to an increased level of borrowings on our line of credit.

Other income (expense), net. Net other expense was $0.8 million in 2017 compared to net other income of $0.8 million in 2016.
This change was driven primarily by a decrease in foreign currency gains associated with fluctuations in the Chinese Yuan Renminbi
exchange rate versus the U.S. Dollar.

Income tax expense. Income tax expense was $17.6 million in 2017 compared to $4.8 million in 2016. Our effective tax rate was
241.6% in 2017 compared to 19.1% in 2016. The increase in our effective tax rate was driven by the recording of $16.6 million
of income tax expense in 2017 representing the estimated tax impact of the U.S. Tax Cuts and Jobs Act that was enacted in December
2017.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 ("2015")

Net sales. Net sales for 2016 were $651.4 million, an increase of 8.1% compared to $602.8 million in 2015. Net sales by our
business and consumer lines were as follows:

Business

Consumer

Total net sales

2016

2015

$ (millions)

% of total

$ (millions)

% of total

601.7

49.7

651.4

92.4% $

7.6%

100.0% $

551.0

51.8

602.8

91.4%

8.6%

100.0%

Net sales in our Business lines (subscription broadcasting, OEM, and computing companies) were 92.4% of net sales in 2016
compared to 91.4% in 2015. Net sales in our Business lines in 2016 increased by 9.2% to $601.7 million from $551.0 million in
2015 driven by an increased demand in both the subscription broadcasting and OEM markets for our advanced products which
include features such as voice control and two-way RF technologies.

Net sales in our Consumer lines (One For All® retail and private label) were 7.6% of net sales in 2016 compared to 8.6% in 2015.
Net sales in our Consumer lines in 2016 decreased by 4.1% to $49.7 million from $51.8 million in 2015. This decrease was driven
primarily by the weakening of the British Pound compared to the U.S. Dollar, which negatively impacted sales in 2016 by $2.4
million.

Gross profit. Gross profit in 2016 was $164.1 million compared to $166.7 million in 2015. Gross profit as a percent of sales
decreased to 25.2% in 2016 from 27.7% in 2015. The gross margin percentage was unfavorably impacted in 2016 by an increase
in sales to certain large customers that yield a lower gross margin rate than our company average. In addition, manufacturing
inefficiencies were incurred resulting from the transition of production activities from our southern-most China factory to our
other China factories. The impact of these unfavorable items was partially offset by the weakening of the Chinese Yuan Renminbi
relative to the U.S. Dollar.

Research and development expenses. R&D expenses increased 9.4% to $19.9 million in 2016 from $18.1 million in 2015 as a
result of our research and development efforts in existing categories as well as new categories including home security.

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Selling, general and administrative expenses. SG&A expenses increased 1.5% to $114.4 million in 2016 from $112.7 million in
2015. This increase was driven primarily by increased operating costs associated with our August 2015 acquisition of Ecolink and
increased payroll costs associated with additional headcount required to support product development efforts. These increases
were partially offset by a lower level of patent litigation related costs as well as the weakening of the Chinese Yuan Renminbi
versus the U.S. Dollar.

Interest income (expense), net. Net interest expense was $1.0 million in 2016 compared to net interest income of $63 thousand
in 2015. This increase was primarily attributable to an increased level of borrowings on our line of credit.

Other income (expense), net. Net other income was $0.8 million in 2016 compared to net other expense of $7 thousand in 2015.
This change was driven primarily by foreign currency gains associated with fluctuations in the Chinese Yuan Renminbi exchange
rate versus the U.S. Dollar.

Income tax expense. Income tax expense was $4.8 million in 2016 compared to $6.8 million in 2015, and our effective tax rate
was 19.1% in 2016 compared to 18.9% in 2015.

Liquidity and Capital Resources

Sources and Uses of Cash

(In thousands)
Cash provided by operating activities

Cash used for investing activities

Cash provided by (used for) financing
activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash
equivalents

Year Ended
December 31,
2017

Increase
(Decrease)

Year Ended
December 31,
2016

Increase
(Decrease)

Year Ended
December 31,
2015

13,788

(51,227)

50,370

(1,104)

(35,755) $
(8,712)

49,543
(42,515)

54,816

3,833

(4,446)
(4,937)

23,449

5,134

30,696
(2,079)

26,094
(47,649)

(35,142)
(2,858)

11,827

14,182

(2,355) $

57,200

(59,555)

Cash and cash equivalents

Working capital

December 31,
2017

Increase
(Decrease)

December 31,
2016

62,438

74,362

11,827
(33,929)

50,611

108,291

Net cash provided by operating activities decreased $35.8 million in 2017 when compared to 2016, primarily due to the net loss
reported in 2017 and the net impact of changes in working capital needs associated with accounts receivable and inventories,
partially offset by changes in the balances of income tax related assets and liabilities. With respect to accounts receivable, although
net sales increased by 6.8% in 2017 compared to 2016, accounts receivable increased by 21.7% due to both collection timing and
the timing of sales in 2017. At December 31, 2017, days sales outstanding was 75 days compared to 70 days at December 31,
2016. Cash outflows associated with inventories were greater in 2017 compared to 2016 primarily due to some buildup of inventory
related to the anticipated rollout of higher end platforms to certain customers as well as strategic purchases of certain raw materials
to take advantage of better pricing. Our inventory turns decreased from 3.8 turns at December 31, 2016 to 3.6 turns at December
31, 2017. These cash flow impacts were partially offset by favorable cash flows associated with income taxes, which were driven
by the timing of income tax payments as well as the usage of a significant portion of our deferred income tax assets in 2017 as a
result of the enactment of the U.S. Tax Cuts and Jobs Act in December 2017.

Net cash provided by operating activities increased $23.4 million in 2016 when compared to 2015, primarily due to the net impact
of changes in working capital needs associated with inventories, accounts receivable and accounts payable. With respect to
accounts receivable, although net sales increased by 8.1% in 2016 compared to 2015, accounts receivable only increased by 2.3%
due to the timing of sales in 2016. Additionally, we experienced a greater growth in accounts receivable in 2015 as a result of us
extending longer payment terms to certain significant customers. At December 31, 2016, days sales outstanding was 70 days

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compared to 68 days at December 31, 2015. Cash outflows associated with inventories were greater in 2015 compared to 2016
primarily due to preparation in 2015 for the manufacturing transition of certain products from our southern China factory to our
other China factories. The decrease in cash inflows associated with accounts payable were largely driven by the decrease in cash
outflows associated with inventories.

Net cash used for investing activities during 2017 was $51.2 million compared to $42.5 million and $47.6 million of net cash used
during 2016 and 2015, respectively. Our 2017, 2016 and 2015 cash used for investing activities primarily included our investments
in property, plant and equipment as well as internally developed patents. In 2017, cash used for investing activities also included
our acquisition of the net assets of RCS for $8.9 million, and in 2015, cash used for investing activities included our acquisition
of the net assets of Ecolink for $12.3 million, net of cash acquired.

Net cash provided by financing activities was $50.4 million during 2017 compared to net cash used for financing activities of $4.4
million during 2016 and net cash used for financing activities of $35.1 million during 2015. The primary drivers of our cash flows
from financing activities in 2017, 2016 and 2015 were net borrowings on our line of credit and repurchases of shares of our
common stock. Net borrowings on our line of credit were $88.0 million and $50.0 million in 2017 and 2015, respectively. We had
no net borrowings or repayments on our line of credit in 2016. During 2017, we purchased 680,287 shares of our common stock
at a cost of $39.1 million, compared to 197,819 and 1,816,293 shares at a cost of $12.6 million and $89.4 million during 2016 and
2015, respectively.

From time to time, our Board of Directors authorizes management to repurchase shares of our issued and outstanding common
stock on the open market. Repurchases may be made to manage dilution created by shares issued under our stock incentive plans
or whenever we deem a repurchase is a good use of our cash and the price to be paid is at or below a threshold approved by our
Board from time to time based upon an assessment of then current value as compared to then trading ranges and investor analyst
reports. Also considered in this decision is the effect any such repurchases may have on our cash balances and needs, cash flow,
and short- and long-term borrowing. As of December 31, 2017, no shares were available for repurchase under the Board's
authorizations. Throughout 2018, our Board will continue to assess the efficacy of a corporate stock repurchase program utilizing
the same criteria as it had in the past; namely, comparing the then current value as compared to then trading ranges and investor
analyst reports, as well as the effect any such repurchase may have on our cash balances and needs, cash flow, and short- and long-
term borrowing. Any such approved repurchase program will not obligate us to acquire any specific number of shares and under
any such program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans
complying with Rule 10b5-1 under the Exchange Act.

Contractual Obligations

The following table summarizes our contractual obligations and the effect these obligations are expected to have on our liquidity
and cash flow in future periods.

(In thousands)
Operating lease obligations
Purchase obligations(1)
Contingent consideration (2)

Payments Due by Period

Total

Less than
1 year

1 - 3
years

4 - 5
years

After
5 years

14,387

4,411

5,680

3,853

5,719

17,200

5,719

3,800

—

12,530

—

870

443

—

443

Total contractual obligations

37,306

13,930

18,210

4,723

(1) Purchase obligations consist of contractual payments to purchase property, plant and equipment.
(2) Contingent consideration consists of contingent payments related to our purchases of the net assets of Ecolink and

RCS.

Liquidity

Historically, we have utilized cash provided from operations as our primary source of liquidity, as internally generated cash flows
have been sufficient to support our business operations, capital expenditures and discretionary share repurchases. More recently
we have utilized our revolving line of credit to fund an increased level of share repurchases and our acquisition of the net assets
of Ecolink and RCS. We anticipate that we will continue to utilize both cash flows from operations and our revolving line of credit
to support ongoing business operations, capital expenditures and future discretionary share repurchases. Our working capital needs
have typically been greatest during the third and fourth quarters when accounts receivable and inventories increase in connection
with the fourth quarter holiday selling season. In addition, inventory levels typically increase in anticipation of factory closures

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in observance of Chinese New Year. We believe our current cash balances, anticipated cash flow to be generated from operations
and available borrowing resources will be sufficient to cover expected cash outlays during the next twelve months; however,
because our cash is located in various jurisdictions throughout the world, we may at times need to increase borrowing from our
revolving line of credit or take on additional debt until we are able to transfer cash among our various entities.

Our liquidity is subject to various risks including the market risks identified in "ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK".

Cash and cash equivalents

Available borrowing resources

December 31,

2017

2016

2015

62,438

50,611

32,000

35,000

52,966

34,987

Our cash balances are held in numerous locations throughout the world. The majority of our cash is held outside of the United
States and may be repatriated to the United States but, under current law, may be subject to state income taxes and foreign
withholding taxes. Additionally, repatriation of some foreign balances is restricted by local laws. We have not provided for the
state income tax liability or foreign withholding tax on these amounts for financial statement purposes as this cash is considered
indefinitely reinvested outside of the United States. Our intent is to meet our domestic liquidity needs through ongoing cash flows,
external borrowings, or both.

On December 31, 2017, we had $10.5 million, $23.3 million, $1.4 million, $18.1 million and $9.2 million of cash and cash
equivalents in the United States, the PRC, Asia (excluding the PRC), Europe, and South America, respectively. We attempt to
mitigate our exposure to liquidity, credit and other relevant risks by placing our cash and cash equivalents with financial institutions
we believe are high quality.

On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement")
with U.S. Bank National Association ("U.S. Bank") and Wells Fargo Bank, National Association. Under the Second Amended
Credit Agreement, the existing revolving line of credit ("Credit Line") was increased from $125.0 million to $170.0 million and
the expiration date remained November 1, 2019. The Credit Line may be used for working capital and other general corporate
purposes including acquisitions, share repurchases and capital expenditures. Amounts available for borrowing under the Credit
Line are reduced by the balance of any outstanding letters of credit. There were no outstanding letters of credit at December 31,
2017.

All obligations under the Credit Line are secured by substantially all of our U.S. personal property and tangible and intangible
assets as well as 65% of our ownership interest in Enson Assets Limited, our wholly-owned subsidiary which controls our
manufacturing factories in the PRC.

Under the Second Amended Credit Agreement, we may elect to pay interest on the Credit Line based on LIBOR plus an applicable
margin (varying from 1.25% to 1.75%) or base rate (based on the prime rate of U.S. Bank or as otherwise specified in the Second
Amended Credit Agreement) plus an applicable margin (varying from 0.00% to 0.50% ). The applicable margins are calculated
quarterly and vary based on our cash flow leverage ratio as set forth in the Second Amended Credit Agreement. The interest rate
in effect at December 31, 2017 was 3.04%. There are no commitment fees or unused line fees under the Second Amended Credit
Agreement.

The Second Amended Credit Agreement includes financial covenants requiring a minimum fixed charge coverage ratio and a
maximum cash flow leverage ratio. In addition, the Second Amended Credit Agreement contains other customary affirmative and
negative covenants and events of default. As of December 31, 2017, we were in compliance with the covenants and conditions of
the Second Amended Credit Agreement.

At December 31, 2017, we had an outstanding balance of $138.0 million on our Credit Line and $32.0 million of availability.

Off-Balance Sheet Arrangements

We do not participate in any off-balance sheet arrangements.

Recent Accounting Pronouncements

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements —
Note 2" for a discussion of recent accounting pronouncements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rate and foreign currency exchange rate fluctuations. We have established
policies, procedures and internal processes governing our management of these risks and the use of financial instruments to mitigate
our risk exposure.

Interest Rate Risk

We are exposed to interest rate risk related to our debt. From time to time we borrow amounts on our Credit Line for working
capital and other liquidity needs. Under the Second Amended Credit Agreement, we may elect to pay interest on outstanding
borrowings on our Credit Line based on LIBOR or a base rate (based on the prime rate of U.S. Bank) plus an applicable margin
as defined in the Second Amended Credit Agreement. Accordingly, changes in interest rates would impact our results of operations
in future periods. A 100 basis point increase in interest rates would have an approximately $1.0 million annual impact on net
income based on our outstanding Credit Line balance at December 31, 2017.

We cannot make any assurances that we will not need to borrow additional amounts in the future or that funds will be extended
to us under comparable terms or at all. If funding is not available to us at a time when we need to borrow, we would have to use
our cash reserves, including potentially repatriating cash from foreign jurisdictions, which may have a material adverse effect on
our operating results, financial position and cash flows.

Foreign Currency Exchange Rate Risk

At December 31, 2017, we had wholly-owned subsidiaries in Argentina, Brazil, the British Virgin Islands, Cayman Islands, France,
Germany, Hong Kong, India, Italy, Japan, Korea, Mexico, the Netherlands, the PRC, Singapore, Spain and the United Kingdom.
We are exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales, anticipated purchases,
operating expenses, assets and liabilities denominated in currencies other than the U.S. Dollar. The most significant foreign
currencies to our operations are the Chinese Yuan Renminbi, Euro, British Pound, Argentinian Peso, Mexican Peso, Brazilian
Real, Indian Rupee and Japanese Yen. Our most significant foreign currency exposure is to the Chinese Yuan Renminbi as this is
the functional currency of our China-based factories where the majority of our products are manufactured. If the Chinese Yuan
Renminbi were to strengthen against the U.S. Dollar, our manufacturing costs would increase. We are generally a net payor of the
Euro, Mexican Peso, Indian Rupee and Japanese Yen and therefore benefit from a stronger U.S. Dollar and are adversely affected
by a weaker U.S. Dollar relative to the foreign currency. For the British Pound, Argentinian Peso and Brazilian Real, we are
generally a net receiver of the foreign currency and therefore benefit from a weaker U.S. Dollar and are adversely affected by a
stronger U.S. Dollar relative to the foreign currency. Even where we are a net receiver, a weaker U.S. Dollar may adversely affect
certain expense figures taken alone.

From time to time, we enter into foreign currency exchange agreements to manage the foreign currency exchange rate risks inherent
in our forecasted income and cash flows denominated in foreign currencies. The terms of these foreign currency exchange
agreements normally last less than nine months. We recognize the gains and losses on these foreign currency contracts in the same
period as the remeasurement losses and gains of the related foreign currency-denominated exposures.

It is difficult to estimate the impact of fluctuations on reported income, as it depends on the opening and closing rates, the average
net balance sheet positions held in a foreign currency and the amount of income generated in local currency. We routinely forecast
what these balance sheet positions and income generated in local currency may be and we take steps to minimize exposure as we
deem appropriate. Alternatively, we may choose not to hedge the foreign currency risk associated with our foreign currency
exposures, primarily if such exposure acts as a natural foreign currency hedge for other offsetting amounts denominated in the
same currency or the currency is difficult or too expensive to hedge. We do not enter into any derivative transactions for speculative
purposes.

The sensitivity of earnings and cash flows to variability in exchange rates is assessed by applying an approximate range of potential
rate fluctuations to our assets, obligations and projected results of operations denominated in foreign currency with all other
variables held constant. The analysis includes all of our foreign currency contracts offset by the underlying exposures. Based on
our overall foreign currency rate exposure at December 31, 2017, we believe that movements in foreign currency rates may have
a material effect on our financial position and results of operations. We estimate that if the exchange rates for the Chinese Yuan
Renminbi, Euro, British Pound, Argentinian Peso, Mexican Peso, Brazilian Real, Indian Rupee and Japanese Yen relative to the
U.S. Dollar fluctuate 10% from December 31, 2017, net income in the first quarter of 2017 would fluctuate by approximately $9.2
million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2017 and 2016

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015

Consolidated Comprehensive Income (Loss) Statements for the Years Ended December 31, 2017, 2016, and 2015

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2017, 2016, and 2015

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015

Notes to Consolidated Financial Statements

Page

All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial
statements or notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Universal Electronics Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Universal Electronics Inc. (a Delaware corporation) (the
“Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss),
shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes
(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, 2017 and 2016, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in
the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in
the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 12, 2018 expressed unqualified opinion.

Basis for opinion

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

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

/s/ GRANT THORNTON, LLP

We have served as the Company’s auditor since 2005.

Los Angeles, California
March 12, 2018

Table of Contents

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)

December 31, 2017

December 31, 2016

Current assets:

ASSETS

Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories, net
Prepaid expenses and other current assets
Assets held for sale
Income tax receivable
Deferred income taxes

Total current assets

Property, plant, and equipment, net
Goodwill
Intangible assets, net
Deferred income taxes
Long-term restricted cash
Other assets

Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable
Line of credit
Accrued compensation
Accrued sales discounts, rebates and royalties
Accrued income taxes
Other accrued liabilities

Total current liabilities

Long-term liabilities:

Long-term contingent consideration
Deferred income taxes
Income tax payable
Other long-term liabilities
Total liabilities

Commitments and contingencies
Stockholders' equity:

Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or
outstanding
Common stock, $0.01 par value, 50,000,000 shares authorized; 23,760,434 and
23,575,340 shares issued on December 31, 2017 and 2016, respectively
Paid-in capital
Treasury stock, at cost, 9,702,874 and 9,022,587 shares on December 31, 2017 and
2016, respectively
Accumulated other comprehensive income (loss)
Retained earnings

Total stockholders' equity
Total liabilities and stockholders' equity

62,438
4,901
151,578
162,589
11,687
12,517
1,587
—
407,297
110,962
48,651
29,041
7,913
—
4,566
608,430

119,165
138,000
34,499
8,882
3,670
28,719
332,935

13,400
4,423
2,520
1,603
354,881

—

238
265,195

(262,065)
(16,599)
266,780
253,549
608,430

50,611
4,623
124,592
129,879
7,439
—
1,054
5,960
324,158
105,351
43,052
28,549
10,430
4,600
4,896
521,036

97,157
49,987
35,580
8,358
375
24,410
215,867

10,500
7,060
791
6,308
240,526

—

236
250,481

(222,980)
(22,821)
275,594
280,510
521,036

See Notes 5 and 11 for further information concerning our purchases from related party vendors.

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

Table of Contents

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

Year Ended December 31,

2017

2016

2015

695,790

651,371

530,083

165,707

21,416

6,145

127,476

10,670
(2,534)
(848)
7,288

17,611
(10,323)
—
(10,323) $

487,247

164,124

19,850

4,493

114,384

25,397
(1,049)
840

25,188

4,804

20,384
30

20,354

(0.72) $
(0.72) $

1.41

1.38

14,351

14,465

14,764

602,833

436,084

166,749

18,141

—

112,689

35,919

63
(7)
35,975

6,802

29,173
(1)
29,174

1.91

1.88

15,248

15,542

Net sales

Cost of sales

Gross profit

Research and development expenses

Factory transition restructuring charges

Selling, general and administrative expenses

Operating income

Interest income (expense), net

Other income (expense), net

Income before provision for income taxes

Provision for income taxes

Net income (loss)

Net income (loss) attributable to noncontrolling interest

Net income (loss) attributable to Universal Electronics Inc.

Earnings (loss) per share attributable to Universal Electronics Inc.:

Basic

Diluted

Shares used in computing earnings (loss) per share:

Basic

Diluted

See Notes 5 and 11 for further information concerning our purchases from related party vendors.

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

Table of Contents

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS
(In thousands)

Net income (loss)

Other comprehensive income (loss):

Change in foreign currency translation adjustment

Total comprehensive income (loss)

Comprehensive income (loss) attributable to noncontrolling interest

Comprehensive income (loss) attributable to Universal Electronics Inc.

Year Ended December 31,

2017

2016

2015

(10,323) $

20,384

29,173

6,222
(4,101)
—
(4,101) $

(7,022)
13,362

13,332

(11,353)
17,820
(1)
17,821

See Notes 5 and 11 for further information concerning our purchases from related party vendors.

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

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4
4

Table of Contents

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

Provision for doubtful accounts

Provision for inventory write-downs

Deferred income taxes

Tax benefit from exercise of stock options and vested restricted stock

Excess tax benefit from stock-based compensation

Shares issued for employee benefit plan

Employee and director stock-based compensation

Performance-based common stock warrants

Impairment of China factory equipment

Changes in operating assets and liabilities:

Restricted cash

Accounts receivable

Inventories

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued income taxes

Net cash provided by operating activities

Cash used for investing activities:

Acquisitions of property, plant, and equipment

Acquisition of net assets of Residential Control Systems, Inc.

Acquisition of intangible assets

Increase in restricted cash

Deposit received toward sale of Guangzhou factory

Deconsolidation of Encore Controls LLC

Acquisition of net assets of Ecolink Intelligent Technology, Inc., net of cash acquired

Net cash used for investing activities

Cash provided by (used for) financing activities:

Borrowings under line of credit

Repayments on line of credit

Proceeds from stock options exercised

Treasury stock purchased

Excess tax benefit from stock-based compensation

Distribution to noncontrolling interest

Net cash provided by (used for) financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of period

Supplemental cash flow information:

Income taxes paid

Interest paid

Year Ended December 31,

2017

2016

2015

(10,323) $

20,384

29,173

31,312

166

4,119

7,597

—

648

11,943

683

4,100

4,623

(22,192)

(29,916)

(4,477)

10,970

4,535

13,788

(40,384)

(8,894)

(1,949)

—

26,967

183

3,806

(1,637)

2,007

(1,970)

913

10,324

2,728

—

(3,882)

(14,800)

(772)

10,451

(5,159)

49,543

(40,651)

—

(1,912)

(4,797)

4,797

—

(51,227)

(42,515)

157,000

(68,987)

1,442

(39,085)

—

50,370

(1,104)

11,827

50,611

147,974

(147,987)

6,244

(12,647)

1,970

—

(4,446)

(4,937)

(2,355)

52,966

62,438

50,611

20,452

299

3,382

(5,348)

3,069

(2,619)

868

7,913

—

(4,623)

(29,407)

(31,877)

774

33,309

729

26,094

(32,989)

—

(2,395)

—

(12,265)

(47,649)

84,500

(34,500)

1,712

(89,395)

2,619

(78)

(35,142)

(2,858)

(59,555)

112,521

52,966

8,280

2,751

9,891

1,208

7,793

255

See Notes 5 and 11 for further information concerning our purchases from related party vendors.

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

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 1 — Description of Business

Universal Electronics Inc. ("UEI"), based in Southern California, develops and manufactures a broad line of easy-to-use, pre-
programmed universal control products, audio-video ("AV") accessories and intelligent wireless security and smart home products
as well as software designed to enable consumers to wirelessly connect, control and interact with an increasingly complex home
entertainment, automation and security environment. In addition, over the past 30 years, we have developed a broad portfolio of
patented technologies and a database of home connectivity software that we license to our customers, including many leading
Fortune 500 companies.

Our primary markets include cable and satellite television service provider, original equipment manufacturer ("OEM"), retail,
private label, pro-security installation and personal computing companies. We sell directly to our customers, and for retail we also
sell through distributors in Europe, Australia, New Zealand, South Africa, the Middle East, Mexico, and selected countries in Asia
and Latin America under the One For All® and Nevo® brand names.

As used herein, the terms "we", "us" and "our" refer to Universal Electronics Inc. and its subsidiaries unless the context indicates
to the contrary.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and jointly owned entities
in which we have a controlling interest. All intercompany accounts and transactions have been eliminated in the consolidated
financial statements.

Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during
the reporting period. On an on-going basis, we evaluate our estimates and assumptions, including those related to revenue
recognition, allowances for sales returns and doubtful accounts, inventory valuation, our review for impairment of long-lived
assets, intangible assets and goodwill, business combinations, income taxes, stock-based compensation expense and performance-
based common stock warrants. Actual results may differ from these assumptions and estimates, and they may be adjusted as more
information becomes available. Any adjustment may be material.

Revenue Recognition

We recognize revenue on the sale of products when title of the goods has transferred, there is persuasive evidence of an arrangement
(such as when a purchase order is received from the customer), the sales price is fixed or determinable, and collectability is
reasonably assured.

The provision recorded for estimated sales returns is deducted from gross sales to arrive at net sales in the period the related revenue
is recorded. These estimates are based on historical sales returns, analysis of credit memo data and other known factors. We have
no obligations after delivery of our products other than the associated warranties. See Note 13 for further information concerning
our warranty obligations.

We accrue for discounts and rebates based on historical experience and our expectations regarding future sales to our customers.
Accruals for discounts and rebates are recorded as a reduction to sales in the same period as the related revenues. Changes in such
accruals may be required if future rebates and incentives differ from our estimates.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Sales allowances are recognized as reductions
of gross accounts receivable to arrive at accounts receivable, net if the sales allowances are distributed in customer account credits.
See Note 4 for further information concerning our sales allowances.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

We present all non-income government-assessed taxes (sales, use and value added taxes) collected from our customers and remitted
to governmental agencies on a net basis (excluded from revenue) in our financial statements. The government-assessed taxes are
recorded in other accrued liabilities until they are remitted to the government agency.

Income Taxes

Income tax expense includes U.S. and foreign income taxes. We account for income taxes using the liability method. We record
deferred tax assets and deferred tax liabilities on our balance sheet for expected future tax consequences of events recognized in
our financial statements in a different period than our tax return using enacted tax rates that will be in effect when these differences
reverse. We record a valuation allowance to reduce net deferred tax assets if we determine that it is more likely than not that the
deferred tax assets will not be realized. A current tax asset or liability is recognized for the estimated taxes refundable or payable
for the current year.

Accounting standards prescribe a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more likely than not to be sustained upon examination by taxing authorities, or else a full reserve is established against the tax
asset or a liability is recorded. A "more likely than not" tax position is measured as the largest amount of benefit that is greater
than fifty percent likely of being realized upon ultimate settlement. See Note 9 for further information concerning income taxes.

Research and Development

Research and development costs are expensed as incurred and consist primarily of salaries, employee benefits, supplies and
materials.

Advertising

Advertising costs are expensed as incurred. Advertising expense totaled $1.1 million, $1.1 million, and $1.1 million for the years
ended December 31, 2017, 2016 and 2015, respectively.

Shipping and Handling Fees and Costs

We include shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with in-bound
freight are recorded in cost of goods sold. Other shipping and handling costs are included in selling, general and administrative
expenses and totaled $12.2 million, $11.6 million and $12.7 million for the years ended December 31, 2017, 2016 and 2015,
respectively.

Stock-Based Compensation

We recognize the grant date fair value of stock-based compensation awards as expense in proportion to vesting during the requisite
service period, which ranges from one to four years. Forfeitures of stock-based awards are accounted for as they occur.

We determine the fair value of restricted stock awards utilizing the average of the high and low trade prices of our Company's
shares on the date they were granted.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

years. The risk-free interest rate over the expected term is equal to the prevailing U.S. Treasury note rate over the same period.
Expected volatility is determined utilizing historical volatility over a period of time equal to the expected life of the stock option.
Expected life is computed utilizing historical exercise patterns and post-vesting behavior. The dividend yield is assumed to be zero
since we have not historically declared dividends and do not have any plans to declare dividends in the future. See Note 16 for
further information regarding stock-based compensation.

Performance-Based Common Stock Warrants

The measurement date for performance-based common stock warrants is the date on which the warrants vest. We recognize the
fair value of performance-based common stock warrants as a reduction to net sales ratably as the warrants vest based on the
projected number of warrants that will vest, the proportion of the performance criteria achieved by the customer within the period
relative to the total performance required (aggregate purchase levels) for the warrants to vest and the then-current fair value of the
related unvested warrants. If we do not have a reliable forecast of future purchases to be made by the customer by which to estimate
the number of warrants that will vest, then the maximum number of potential warrants is assumed until such time that a reliable
forecast of future purchases is available. To the extent that our projections change in the future as to the number of warrants that
will vest, a cumulative catch-up adjustment will be recorded in the period in which our estimates change.

The fair value of performance-based common stock warrants is determined utilizing the Black-Scholes option pricing model. The
assumptions utilized in the Black-Scholes model include the price of our common stock, the risk-free interest rate, expected
volatility, and expected life in years. The price of our common stock is equal to the average of the high and low trade prices of our
common stock on the measurement date. The risk-free interest rate over the expected life is equal to the prevailing U.S. Treasury
note rate over the same period. Expected volatility is determined utilizing historical volatility over a period of time equal to the
expected life of the warrant. Expected life is equal to the remaining contractual term of the warrant. The dividend yield is assumed
to be zero since we have not historically declared dividends and do not have any plans to declare dividends in the future. See Note
17 for further information regarding performance-based common stock warrants.

Foreign Currency Translation and Foreign Currency Transactions

We use the U.S. Dollar as our functional currency for financial reporting purposes. The functional currency for most of our foreign
subsidiaries is their local currency. The translation of foreign currencies into U.S. Dollars is performed for balance sheet accounts
using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using the average exchange rate
during each period. The gains and losses resulting from the translation are included in the foreign currency translation adjustment
account, a component of accumulated other comprehensive income in stockholders' equity, and are excluded from net income.
The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange
rates in effect at the balance sheet date. Our intercompany foreign investments and long-term debt that are not intended for settlement
are translated using historical exchange rates.

Transaction gains and losses generated by the effect of changes in foreign currency exchange rates on recorded assets and liabilities
denominated in a currency different than the functional currency of the applicable entity are recorded in other income (expense),
net. See Note 18 for further information concerning transaction gains and losses.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted
average number of common shares and dilutive potential common shares, including the dilutive effect of stock option and restricted
stock awards, outstanding during the period. Dilutive potential common shares for all periods presented are computed utilizing
the treasury stock method; however, dilutive potential common shares are excluded where their inclusion would be anti-dilutive.

Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable,
accrued liabilities and debt. The carrying value of our financial instruments approximates fair value as a result of their short
maturities. See Notes 3, 4, 5, 8, 10, and 11 for further information concerning our financial instruments.

Cash and Cash Equivalents

Cash and cash equivalents include cash accounts and all investments purchased with initial maturities of three months or less.
Domestically we generally maintain balances in excess of federally insured limits. We attempt to mitigate our exposure to liquidity,
48

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

credit and other relevant risks by placing our cash and cash equivalents with financial institutions we believe are high quality.
These financial institutions are located in many different geographic regions. As part of our cash and risk management processes,
we perform periodic evaluations of the relative credit standing of our financial institutions. We have not sustained credit losses
from instruments held at financial institutions. See Note 3 for further information concerning cash and cash equivalents.

Allowance for Doubtful Accounts

We also record specific provisions for individual accounts when we become aware of a customer's inability to meet its financial
obligations to us, such as in the case of bankruptcy filings or deterioration in the customer's operating results or financial position.
If circumstances related to a customer change, our estimates of the recoverability of the receivables would be further adjusted.

See Note 4 for further information concerning our allowance for doubtful accounts.

Inventories

Inventories consist of remote controls, wireless sensors and audio-video accessories as well as the related component parts and
raw materials. Inventoriable costs include materials, labor, freight-in and manufacturing overhead related to the purchase and
production of inventories. We value our inventories at the lower of cost or net realizable value. Cost is determined using the first-
in, first-out method. We attempt to carry inventories in amounts necessary to satisfy our customer requirements on a timely basis.
See Note 5 for further information concerning our inventories and suppliers.

Product innovations and technological advances may shorten a given product's life cycle. We continually monitor our inventories
to identify any excess or obsolete items on hand. We write-down our inventories for estimated excess and obsolescence in an
amount equal to the difference between the cost of the inventories and estimated net realizable value. These estimates are based
upon management's judgment about future demand and market conditions.

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. The cost of property, plant, and equipment includes the purchase price of the
asset and all expenditures necessary to prepare the asset for its intended use. We capitalize additions and improvements and expense
maintenance and repairs as incurred. To qualify for capitalization, an asset, excluding computer equipment, must have a useful
life greater than one year and a cost equal to or greater than $5,000 for individual assets or $5,000 for assets purchased in bulk.
To qualify for capitalization, computer equipment, must have a useful life of greater than one year and a cost equal to or greater
than $1,000 for individual assets or $5,000 for assets purchased in bulk.

We capitalize certain internal and external costs incurred to acquire or create internal use software, principally related to software
coding, designing system interfaces and installation and testing of the software.

For financial reporting purposes, depreciation is calculated using the straight-line method over the estimated useful lives of the
respective assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the
appropriate accounts and any gain or loss is included as a component of depreciation expense.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Estimated useful lives are as follows:

Buildings

Tooling and equipment

Computer equipment

Software

Furniture and fixtures

Leasehold and building improvements

25-33 Years

2-7 Years

3-5 Years

3-7 Years

5-8 Years

Lesser of lease term or useful life
(approximately 2 to 10 years)

See Note 6 for further information concerning our property, plant, and equipment.

Goodwill

We record the excess purchase price of net tangible and intangible assets acquired over their estimated fair value as goodwill. We
evaluate the carrying value of goodwill on December 31 of each year and between annual evaluations if events occur or
circumstances change that may reduce the fair value of the reporting unit below its carrying amount. Such circumstances may
include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition,
or (3) an adverse action or assessment by a regulator.

See Note 7 for further information concerning goodwill.

Long-Lived and Intangible Assets Impairment

Intangible assets consist of distribution rights, patents, trademarks and trade names, developed and core technologies, capitalized
software development costs (see also Note 2 under the caption Capitalized Software Development Costs), customer relationships
and order backlog. Capitalized amounts related to patents represent external legal costs for the application, maintenance and
extension of the useful life of patents. Intangible assets are amortized using the straight-line method over their estimated period
of benefit, ranging from one to 15 years.

We assess the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors considered important which may trigger an impairment review include the following:
(1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner
or use of the assets or strategy for the overall business; (3) significant negative industry or economic trends and (4) a significant
decline in our stock price for a sustained period.

We conduct an impairment review when we determine that the carrying value of a long-lived or intangible asset may not be
recoverable based upon the existence of one or more of the above indicators of impairment. The asset is impaired if its carrying
value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. In
assessing recoverability, we make assumptions regarding estimated future cash flows and other factors.

An impairment loss is the amount by which the carrying value of an asset exceeds its fair value. We estimate fair value utilizing
the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the risk
inherent in our current business model. When calculating fair value, we make assumptions regarding estimated future cash flows,
discount rates and other factors.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

See Notes 6 and 15 for further information concerning long-lived assets. See Note 7 for further information concerning intangible
assets.

Capitalized Software Development Costs

Costs incurred to develop software for resale are expensed when incurred as research and development expense until technological
feasibility has been established. We have determined that technological feasibility for our products is typically established when
a working prototype is complete. Once technological feasibility is established, software development costs are capitalized until
the product is available for general release to customers.

Capitalized software development costs are amortized on a product-by-product basis. Amortization is recorded in cost of sales and
is the greater of the amounts computed using:

the net book value at the beginning of the period multiplied by the ratio that current gross revenues for a product
bear to the total of current and anticipated future gross revenues for that product; or

the straight-line method over the remaining estimated economic life of the product including the period being reported
on.

The amortization of capitalized software development costs begins when the related product is available for general release to
customers. The amortization period is generally two years.

We compare the unamortized capitalized software development costs of a product to its net realizable value at each balance sheet
date. The amount by which the unamortized capitalized software development costs exceed the product's net realizable value is
written off. The net realizable value is the estimated future gross revenues of a product reduced by its estimated completion and
disposal costs. Any remaining amount of capitalized software development costs are considered to be the cost for subsequent
accounting periods and the amount of the write-down is not subsequently restored. See Note 7 for further information concerning
capitalized software development costs.

Business Combinations

We allocate the purchase price of acquired businesses to the tangible and intangible assets and the liabilities assumed based on
their estimated fair values on the acquisition date. The excess of the purchase price over the fair value of net assets acquired is
recorded as goodwill. We engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired
and liabilities assumed. Such valuations require management to make significant fair value estimates and assumptions, especially
with respect to intangible assets and contingent consideration. Management estimates the fair value of certain intangible assets
and contingent consideration by utilizing the following (but not limited to):

•

future cash flow from customer contracts, customer lists, distribution agreements, acquired developed technologies,
trademarks, trade names and patents;

expected costs to complete development of in-process technology into commercially viable products and cash flows
from the products once they are completed;

brand awareness and market position as well as assumptions regarding the period of time the brand will continue to
be used in our product portfolio; and

discount rates utilized in discounted cash flow models.

In those circumstances where an acquisition involves a contingent consideration arrangement, we recognize a liability equal to
the fair value of the contingent payments we expect to make as of the acquisition date. We re-measure this liability at each reporting
period and record changes in the fair value within operating expenses. Increases or decreases in the fair value of the contingent
consideration liability can result from changes in discount periods and rates, as well as changes in the timing and amount of earnings
estimates or in the timing or likelihood of achieving earnings-based milestones.

Results of operations and cash flows of acquired businesses are included in our operating results from the date of acquisition.

See Note 22 for further information concerning business combinations.

Derivatives

Our foreign currency exposures are primarily concentrated in the Argentinian Peso, Brazilian Real, British Pound, Chinese Yuan
Renminbi, Euro, Hong Kong Dollar, Indian Rupee, Japanese Yen and Mexican Peso. We periodically enter into foreign currency
exchange contracts with terms normally lasting less than nine months to protect against the adverse effects that exchange-rate

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

fluctuations may have on our foreign currency-denominated receivables, payables, cash flows and reported income. We do not
enter into financial instruments for speculation or trading purposes.

The derivatives we enter into have not qualified for hedge accounting. The gains and losses on both the derivatives and the foreign
currency-denominated balances are recorded as foreign exchange transaction gains or losses and are classified in other income
(expense), net. Derivatives are recorded on the balance sheet at fair value. The estimated fair value of derivative financial instruments
represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on quoted market
prices. See Note 20 for further information concerning derivatives.

Fair-Value Measurements

We measure fair value using the framework established by the Financial Accounting Standards Board ("FASB") for fair value
measurements and disclosures. This framework requires fair value to be determined based on the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants.

The valuation techniques are based upon observable and unobservable inputs. Observable or market inputs reflect market data
obtained from independent sources. Unobservable inputs require management to make certain assumptions and judgments based
on the best information available. Observable inputs are the preferred data source. These two types of inputs result in the following
fair value hierarchy:

Level 1: Quoted prices (unadjusted) for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets
that are not active, and model-based valuation techniques for which all significant assumptions are observable in the
market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3:

Prices or valuations that require management inputs that are both significant to the fair value measurement and
unobservable.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09,
"Revenue from Contracts with Customers," which will supersede most existing U.S. GAAP revenue recognition guidance. This
new standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that
reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09
contains expanded disclosure requirements relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising
from contracts with customers. As initially proposed, ASU 2014-09 would have been effective for fiscal periods beginning after
December 15, 2016 and permits the use of either the full retrospective or modified retrospective transition method. In August 2015,
the FASB postponed the effective date of this new revenue standard by one year. We have completed our review of customer
contract terms and our assessment of the impact of adopting this standard on our revenue recognition policy, and have modified
certain revenue recognition processes and controls to comply with ASU 2014-09, including the new disclosure requirements. The
impact of this new guidance is primarily expected to accelerate revenue recognition for those contractual arrangements under
which we manufacture and sell customized products that have no alternative use, as defined under ASU 2014-09 and related
guidance and interpretations. In particular, to the extent that we have the right to payment such as a firm order or other contractual
commitment from the customer, revenue associated with customized products will be recognized as those products are manufactured
rather than when title for those products transfers to the customer. We also expect revenue recognition to be accelerated for licensing
arrangements that contain minimum guarantees. We will implement ASU 2014-09 effective January 1, 2018, using the modified
retrospective transition method. Thus prior periods will not be restated. We estimate that the cumulative effect as of the adoption
date will be an increase to retained earnings of approximately $4 million to $5 million. The impact of the transition to this new
accounting method on our future consolidated results of operations and financial position could be material and will be largely
dependent upon the future timing of customer orders and the associated manufacturing of customized products.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory," which states that inventory should be
measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary
course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal
periods beginning after December 15, 2016 and must be applied prospectively. The adoption of ASU 2015-11 did not have a
material impact on our consolidated financial position or results of operations.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." This new guidance requires
all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet.
ASU 2015-17 is effective for fiscal periods beginning after December 15, 2016 and may be adopted either prospectively or
retrospectively. We prospectively adopted ASU 2015-17 effective January 1, 2017, and thus prior period balance sheets have not
been adjusted. The adoption of ASU 2015-17 had no impact on our consolidated results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, "Leases," which changes the accounting for leases and requires expanded
disclosures about leasing activities. This new guidance will require lessees to recognize a right of use asset and a lease liability at
the commencement date for all leases with terms greater than twelve months. Accounting by lessors is largely unchanged. ASU
2016-02 is effective for fiscal periods beginning after December 15, 2018 and must be adopted using a modified retrospective
approach. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-02 will have on our consolidated
financial statements.

In March 2016, the FASB issued ASU 2016-09,"Improvements to Employee Share-Based Payment Accounting," which amends
Accounting Standards Codification ("ASC") 718, "Compensation - Stock Compensation." ASU 2016-09 requires excess tax benefits
and tax deficiencies to be recorded as a discrete adjustment to income tax expense when stock awards vest or are settled, rather
than in paid-in capital when they impact income taxes payable. This new guidance also requires cash flows related to excess tax
benefits from stock-based compensation to be presented with other income tax cash flows in operating activities, rather than
separately as a financing activity, in the statement of cash flows. Additionally, ASU 2016-09 impacts the calculation of diluted
weighted-average shares under the treasury stock method as the assumed proceeds from an employee vesting in or exercising a
stock-based award are no longer increased or decreased by the amount of excess tax benefits or deficiencies taken to paid-in capital.
We elected to adopt the provisions of ASU 2016-09 prospectively effective January 1, 2017. We also made the accounting policy
election, as allowed by ASU 2016-09, to account for forfeitures of stock-based awards as they occur, rather than estimating
forfeitures. The cumulative effect of adopting ASU 2016-09 was an increase of $1.5 million to deferred tax assets and an increase
to retained earnings of $1.5 million, as of January 1, 2017, as a result of recognizing previously unrecognized excess tax benefits
from stock-based compensation. There was no cumulative effect impact related to the change in accounting policy to account for
forfeitures of stock-based awards when they occur as a result of our minimal historical forfeitures experience.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which amends
ASC 230, "Statement of Cash Flows". This new guidance addresses eight specific cash flow issues with the objective of reducing
the existing diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective
for fiscal periods beginning after December 15, 2017 and must be adopted retrospectively. Early adoption is permitted as long as
all amendments are adopted in the same period. We are currently evaluating the impact that ASU 2016-15 will have on our
consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory," which changes the
accounting for income taxes consequences of intra-entity transfers of assets other than inventory. Current guidance prohibits the
recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party.
Under this new guidance, the income tax consequences of an intra-entity transfer of an asset other than inventory will be recognized
when the transfer occurs. ASU 2016-16 is effective for fiscal periods beginning after December 15, 2017. Early adoption is
permitted. The impact of the adoption of ASU 2016-16 could be material depending on the size of any intra-entity transfers we
may implement in future periods.

In November 2016, the FASB issued ASU 2016-18,"Restricted Cash," which amends ASC 230, "Statement of Cash Flows." This
new guidance addresses the classifications and presentation of changes in restricted cash in the statement of cash flows. ASU
2016-18 is effective for fiscal periods beginning after December 15, 2017 and must be adopted retrospectively. Early adoption is
permitted. The adoption of ASU 2016-18 will modify our current disclosures by reclassifying certain amounts within the
consolidated statement of cash flows, but is not expected to have a material effect on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment." This guidance simplifies how
an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Instead, if the carrying
amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited
to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal periods beginning after December
31, 2019. Early adoption is permitted. We do not expect the adoption of ASU 2017-04 to have a material impact on our consolidated
financial statements.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 3 — Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

Cash and cash equivalents were held in the following geographic regions:

(In thousands)

United States

People's Republic of China ("PRC")

Asia (excluding the PRC)

Europe

South America

Total cash and cash equivalents

December 31,

2017

2016

10,489

23,283

1,405

18,071

9,190

62,438

3,277

22,142

5,260

19,630

302

50,611

Restricted Cash
In connection with the court order issued on September 4, 2015, we placed $4.6 million of cash into a collateralized surety bond.
This bond had certain restrictions for liquidation and was therefore classified as restricted cash. On February 10, 2017, the $4.6
million surety bond was returned to us upon final settlement of the related litigation matter. Refer to Note 13 for further information
about this litigation.

In connection with the pending sale of our Guangzhou factory in the PRC (Note 13), the buyer made a cash deposit of RMB 32
million ($4.9 million based on December 31, 2017 exchange rates) into an escrow account on September 29, 2016. Under the
terms of the escrow account, these funds will not be paid to us until the close of the sale. Accordingly, this deposit is presented as
restricted cash within our consolidated balance sheet.

Note 4 — Accounts Receivable, Net and Revenue Concentrations

Accounts receivable, net were as follows:

(In thousands)
Trade receivables, gross

Allowance for doubtful accounts

Allowance for sales returns

Net trade receivables

Other

Accounts receivable, net

December 31,

2017

2016

142,299
(1,064)
(562)
140,673

10,905

151,578

120,965
(904)
(539)
119,522

5,070

124,592

Allowance for Doubtful Accounts

Changes in the allowance for doubtful accounts were as follows:

(In thousands)

Balance at beginning of period

Additions to costs and expenses

(Write-offs)/Foreign exchange effects

Balance at end of period

Year Ended December 31,

2017

2016

2015

904

822

166
(6)
1,064

183
(101)
904

616

299
(93)
822

Table of Contents

Sales Returns

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

The allowance for sales returns at December 31, 2017 and 2016 included reserves for items returned prior to year-end that were
not completely processed, and therefore had not yet been removed from the allowance for sales returns balance. If these returns
had been fully processed, the allowance for sales returns balance would have been approximately $0.4 million and $0.4 million
on December 31, 2017 and 2016, respectively. The value of these returned goods was included in our inventory balance at
December 31, 2017 and 2016.

Significant Customers

Net sales to the following customers totaled more than 10% of our net sales:

2017

2016

2015

Year Ended December 31,

Comcast Corporation

AT&T

$ (thousands)

$ 159,829

% of Net
Sales

$ (thousands)

% of Net
Sales

$ (thousands)

23.0%

$ 149,476

22.9%

$ 129,475

77,888

11.2

74,704

11.5

80,820

% of Net
Sales

21.5%

13.4

Trade receivables associated with these significant customers that totaled more than 10% of our accounts receivable, net were as
follows:

Comcast Corporation

AT&T

December 31,

2017

2016

$ (thousands)

25,142

— (1)

% of Accounts
Receivable, Net

$ (thousands)

% of Accounts
Receivable, Net

16.6%

— (1)

23,716

14,108

19.0%

11.3

(1) Trade receivables associated with this customer did not total more than 10% of our accounts receivable, net at December 31,
2017.

Note 5 — Inventories, Net and Significant Suppliers

Inventories, net were as follows:

(In thousands)
Raw materials

Components
Work in process

Finished goods
Reserve for excess and obsolete inventory

Inventories, net

December 31,

2017

2016

43,638

16,214

1,847

105,178
(4,288)
162,589

33,059

15,046

5,860

80,119
(4,205)
129,879

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Reserve for Excess and Obsolete Inventory

Changes in the reserve for excess and obsolete inventory were as follows:

(In thousands)

Balance at beginning of period
Additions charged to costs and expenses (1)
Sell through (2)
(Write-offs)/Foreign exchange effects

Balance at end of period

Year Ended December 31,

2017

2016

2015

4,205

3,045

3,685
(1,242)
(2,360)
4,288

3,464
(1,116)
(1,188)
4,205

2,539

3,070
(1,108)
(1,456)
3,045

(1) The additions charged to costs and expenses do not include inventory directly written-off that was scrapped during
production totaling $0.4 million, $0.3 million, and $0.3 million for the years ended December 31, 2017, 2016, and 2015,
respectively. These amounts are production waste and are not included in management’s reserve for excess and obsolete
inventory.

(2) These amounts represent the reversal of reserves associated with inventory items that were sold during the period.

Significant Suppliers

We purchase integrated circuits, components and finished goods from multiple sources. Purchases from the following supplier
totaled more than 10% of our total inventory purchases:

2017

2016

2015 (1)

Year Ended December 31,

$ (thousands)

% of Total
Inventory
Purchases

$ (thousands)

% of Total
Inventory
Purchases

$ (thousands)

% of Total
Inventory
Purchases

Texas Instruments

42,058

10.0% $

42,370

11.7% $

—

—%

(1) No single supplier provided more than 10% of our total inventory purchases during the year ended December 31, 2015.

Related Party Supplier

We purchase certain printed circuit board assemblies from a related party supplier. The supplier is considered a related party for
financial reporting purposes because our Senior Vice President of Strategic Operations owns 40% of this supplier. Inventory
purchases from this supplier were as follows:

Year Ended December 31,

2017

2016

2015

$ (thousands)

% of Total
Inventory
Purchases

$ (thousands)

% of Total
Inventory
Purchases

$ (thousands)

% of Total
Inventory
Purchases

Related party supplier

5,217

1.2% $

6,350

1.8% $

8,550

2.5%

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Total accounts payable to this supplier were as follows:

Related party supplier

December 31,

2017

2016

$ (thousands)

1,500

% of Accounts
Payable

$ (thousands)

% of Accounts
Payable

1.3% $

1,690

1.7%

Our payable terms and pricing with this supplier are consistent with the terms offered by other suppliers in the ordinary course
of business. The accounting policies that we apply to our transactions with our related party supplier are consistent with those
applied in transactions with independent third parties. Corporate management routinely monitors purchases from our related
party supplier to ensure these purchases remain consistent with our business objectives.

Note 6 — Property, Plant, and Equipment, Net

Property, plant, and equipment, net were as follows:

(In thousands)
Buildings

Machinery and equipment

Tooling

Leasehold and building improvements

Software

Furniture and fixtures

Computer equipment

Accumulated depreciation

Construction in progress

Total property, plant, and equipment, net

December 31,

2017

2016

37,937

57,441

37,191

15,748

18,240

5,620

7,154

179,331
(82,866)
96,465

14,497

110,962

48,367

67,726

31,773

22,680

11,581

3,794

5,120

191,041
(101,768)
89,273

16,078

105,351

Depreciation expense, including tooling depreciation which is recorded in cost of goods sold, was $24.4 million, $20.7 million
and $15.6 million for the years ended December 31, 2017, 2016, and 2015, respectively.

The net book value of property, plant, and equipment located within the PRC was $93.6 million and $90.0 million on December 31,
2017 and 2016, respectively.

During the fourth quarter of 2017, we performed an impairment analysis over our factory assets in China, which was triggered
primarily by the transition of a number of our customers to next generation products. Based on our forecasted future production,
we determined that the realizable value of certain tooling and equipment was less than net book value. Accordingly, we recorded
an impairment charge of $4.1 million, of which $3.8 million is recorded in cost of goods sold and the remaining $0.3 million is
recorded in selling, general and administrative expenses, during the year ended December 31, 2017.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Construction in progress was as follows:

(In thousands)
Buildings

Machinery and equipment

Tooling

Leasehold and building improvements

Software

Other

December 31,

2017

2016

— $

3,884

3,697

1,014

5,714

188

118

4,625

2,219

1,335

7,674

107

Total construction in progress

14,497

16,078

We expect that most of the assets under construction will be placed into service during the first six months of 2018. We will begin
to depreciate the cost of these assets under construction once they are placed into service.

Note 7 — Goodwill and Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill were as follows:

(In thousands)
Balance at December 31, 2015

Foreign exchange effects
Balance at December 31, 2016

Goodwill acquired during the period (1)
Foreign exchange effects
Balance at December 31, 2017

43,116
(64)
43,052

5,494

105

48,651

(1) During 2017, we recognized $5.5 million of goodwill related to the Residential Control Systems, Inc. acquisition. Refer

to Note 22 for further information about this acquisition.

We conducted annual goodwill impairment reviews on December 31, 2017, 2016, and 2015 utilizing significant unobservable
inputs (level 3). Based on the analysis performed, we determined that our goodwill was not impaired.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Intangible Assets, Net

The components of intangible assets, net were as follows:

December 31,

2017

2016

(In thousands)

Gross (1)

Accumulated
Amortization (1)

Net (1)

Gross (1)

Accumulated
Amortization (1)

Net (1)

Distribution rights (10 years)

344

(165) $

179

302

(119) $

Patents (10 years)

13,250

(5,310)

7,940

12,038

(4,775)

183

7,263

2,786

(1,594)

1,192

2,400

(1,310)

1,090

12,560

(6,071)

6,489

12,585

(4,068)

8,517

142

(77)

142

(5)

137

Trademarks and trade names (10
years) (2)
Developed and core technology
(5-15 years)

Capitalized software development
costs (2 years)

Customer relationships (10-15
years) (2)
Order Backlog (1 year) (2)

Total intangible assets, net

61,766

32,534

150

(19,395)
(113)
(32,725) $

13,139

27,703

—

29,041

55,170

(16,344)
—
(26,621) $

11,359

—

28,549

(1) This table excludes the gross value of fully amortized intangible assets totaling $6.0 million and $10.2 million on

December 31, 2017 and 2016, respectively.

(2) During the second quarter of 2017, we purchased a trade name valued at $0.4 million, which is being amortized ratably
over eight years; customer relationships valued at $5.0 million, which are being amortized ratably over 10 years; and
order backlog valued at $0.2 million, which is being amortized ratably over one year. Refer to Note 22 for further
information regarding our purchase of these intangible assets.

Amortization expense is recorded in selling, general and administrative expenses, except amortization expense related to capitalized
software development costs and order backlog, which is recorded in cost of sales. Amortization expense by statement of operations
caption was as follows:

(In thousands)
Cost of sales

Selling, general and administrative expenses

Total amortization expense

Year Ended December 31,

2017

2016

2015

184

6,772

6,956

6,198

6,274

Estimated future annual amortization expense related to our intangible assets at December 31, 2017, is as follows:

(In thousands)
2018

2019

2020

2021

2022

Thereafter

Total

The remaining weighted average amortization period of our intangible assets is 6.8 years.

123

4,719

4,842

7,275

7,070

5,925

2,418

2,307

4,046

29,041

Table of Contents

Note 8 — Line of Credit

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

At December 31, 2017, we had $138.0 million outstanding under the Credit Line. Our total interest expense on borrowings was
$2.7 million, $1.3 million and $0.3 million during the years ended December 31, 2017, 2016 and 2015, respectively.

Note 9 — Income Taxes

In 2017, 2016 and 2015, pre-tax income (loss) was attributed to the following jurisdictions:

(In thousands)
Domestic operations

Foreign operations

Total

The provision for income taxes charged to operations was as follows:

(In thousands)
Current tax expense:

U.S. federal

State and local

Foreign

Total current

Deferred tax (benefit) expense:

U.S. federal

State and local

Foreign

Total deferred

Year Ended December 31,

2017

2016

2015

(12,852) $
20,140

7,288

165

25,023

25,188

(6,857)
42,832

35,975

Year Ended December 31,

2017

2016

2015

3,406

1,748

8,304

11,782

9,495
(369)
(3,297)
5,829

374

4,150

6,272

(1,416)
(356)
304
(1,468)
4,804

2,726

189

9,028

11,943

(4,588)
(87)
(466)
(5,141)
6,802

Total provision for income taxes

17,611

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Net deferred tax assets were comprised of the following:

(In thousands)
Deferred tax assets:

Inventory reserves

Capitalized research costs

Capitalized inventory costs

Net operating losses

Acquired intangible assets

Accrued liabilities

Income tax credits

Stock-based compensation

Amortization of intangible assets

Total deferred tax assets

Deferred tax liabilities:

Depreciation

Allowance for doubtful accounts

Amortization of intangible assets

Other

Total deferred tax liabilities

December 31,

2017

2016

1,104

1,396

609

999

287

1,239

8,861

2,712

526

16,360

(944)
(444)
—
(2,680)
(4,068)
12,292
(8,802)
3,490

704

485

136

4,739

12,509

3,376

—

23,389

(2,924)
(241)
(780)
(1,479)
(5,424)
17,965
(8,635)
9,330

Net deferred tax assets before valuation allowance

Less: Valuation allowance

Net deferred tax assets

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal
income tax rate to pre-tax income from operations as a result of the following:

(In thousands)
Tax provision at statutory U.S. rate

Increase (decrease) in tax provision resulting from:

State and local taxes, net

Foreign tax rate differential

Foreign undistributed earnings, net of credits

Nondeductible items

Federal research and development credits

Non-territorial income

Withholding tax

Change in deductibility of social insurance

Uncertain tax positions

Stock-based compensation

Federal tax rate change

Valuation allowance

Foreign permanent benefit
Other
Tax provision

Year Ended December 31,

2017

2016

2015

2,551

8,554

12,232

(733)
(296)
14,211

891
(620)
(1,517)
1,078

1,344

479

686

149
(451)
(166)
17,611

(553)
(3,244)
—

839
(710)
(1,458)
1,762

165

—

1,598
(2,110)
(47)
4,804

(554)
(5,762)
—

874
(678)
(1,906)
1,985

649

—

621
(675)
6

6,802

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

At December 31, 2017, we had state Research and Experimentation ("R&E") income tax credit carryforwards of $8.6 million. The
state R&E income tax credits do not have an expiration date.

At December 31, 2017, we had federal, state and foreign net operating loss carryforwards of $17.0 thousand, $10.1 million and
$1.8 million, respectively. The federal, state and foreign net operating loss carryforwards begin to expire during 2023, 2027 and
2022, respectively. Internal Revenue Code Section 382 places certain limitations on the annual amount of net operating loss
carryforwards that may be utilized if certain changes to a company’s ownership occur. The annual federal limitation is approximately
$0.6 million for 2017 and thereafter.

At December 31, 2017, we assessed the realizability of our deferred tax assets by considering whether it is "more likely than not"
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon
the generation of future taxable income during the periods in which those temporary differences become deductible. We considered
taxable income in carry-back years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future
taxable income in making this assessment. Due to uncertainties surrounding the realization of some of our deferred tax assets, we
established a valuation allowance against certain deferred tax assets. This valuation allowance primarily relates to state R&E
income tax credits generated during prior years and the current year. Additionally, we recorded $0.2 million of valuation allowance
during the year ended December 31, 2017 against certain deferred tax assets associated with our Guangzhou factory as a result of
the pending sale of this factory and related transition of manufacturing activities (see Note 13 for further details). If and when
recognized, the tax benefits relating to any reversal of valuation allowance will be recorded as a reduction of income tax expense.
The total valuation allowance increased by $0.2 million and $2.0 million during the years ended December 31, 2017 and 2016,
respectively.

The undistributed earnings of our foreign subsidiaries are considered to be indefinitely reinvested. Accordingly, no provision for
state income taxes or foreign withholding taxes has been provided on such undistributed earnings. Determination of the potential
amount of unrecognized deferred state income tax liability and foreign withholding taxes is not practicable because of the
complexities associated with its hypothetical calculation.

During 2012, China's State Administration of Taxation ("SAT") issued Circular 15, which required us to reevaluate our foreign
deferred tax assets relating to our Chinese subsidiaries. These subsidiaries have recorded a deferred tax asset for social insurance
and housing funds with the intent of being able to deduct these expenses once such liabilities have been settled. Circular 15 stipulates
that payments into the aforementioned funds must be made within five years of recording the initial accrual or the tax deduction
for these expenses will be forfeited. At December 31, 2017, we evaluated fund payments made prior to the preceding five years
and determined that none of our foreign deferred tax assets would provide a future tax benefit due to the change in Chinese law.
In adhering to the new law, we recorded no increases to income tax expense for the years ended December 31, 2017 and 2016 and
$0.6 million for the year ended December 31, 2015 relating to decreases in the deferred tax assets of our Chinese subsidiaries.

Uncertain Tax Positions

At December 31, 2017 and 2016, we had unrecognized tax benefits of approximately $5.6 million and $3.9 million, including
interest and penalties, respectively. In accordance with accounting guidance, we have elected to classify interest and penalties as
components of tax expense. Interest and penalties were $0.5 million, $0.3 million, and $0.2 million for the years ended December 31,
2017, 2016 and 2015, respectively. Interest and penalties are included in the unrecognized tax benefits.

Changes to our gross unrecognized tax benefits were as follows:

(In thousands)
Balance at beginning of period

Additions as a result of tax provisions taken during the current year

Subtractions as a result of tax provisions taken during the prior year

Foreign currency translation

Lapse in statute of limitations

Settlements

Other

Balance at end of period

Year ended December 31,

2017

2016

2015

3,622

3,469

3,486

1,489

—

90
(141)
—

305

—
(93)
(67)
—

463
(161)
(79)
(241)
—

5,081

3,622

3,469

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Approximately $5.3 million, $3.6 million and $3.3 million of the total amount of gross unrecognized tax benefits at December 31,
2017, 2016 and 2015, respectively, if not for the state R&E income tax credit valuation allowance, would affect the annual effective
tax rate, if recognized. We are unaware of any positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will significantly change within the next twelve months. We anticipate a decrease in gross unrecognized tax benefits
of approximately $0.1 million within the next twelve months based on federal, state, and foreign statute expirations in various
jurisdictions. We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one
year.

We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. At December 31, 2017,
the open statutes of limitations for our significant tax jurisdictions are the following: federal are 2014 through 2016, state are 2013
through 2016 and foreign are 2011 through 2016.

U.S. Tax Cuts and Jobs Act

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and
Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affected 2017, including, but
not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over
eight years and (2) bonus depreciation that will allow for full expensing of qualified property.

The Tax Act also establishes new tax laws that will affect 2018, including, but not limited to, (1) reduction of the U.S. federal
corporate tax rate from 35% to 21%; (2) elimination of the corporate alternative minimum tax ("AMT"); (3) the creation of the
base erosion anti-abuse tax ("BEAT"), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends
from foreign subsidiaries; (5) a new provision designed to tax global intangible low-taxed income ("GILTI"), which allows for
the possibility of using foreign tax credits ("FTC"s) and a deduction of up to 50 percent to offset the income tax liability (subject
to some limitations); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction;
(8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of FTCs to reduce the U.S. income
tax liability; and (10) limitations on net operating losses ("NOL"s) generated after December 31, 2017, to 80 percent of taxable
income.

The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the
Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for
companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects
of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting
for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a
provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial
statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately
before the enactment of the Tax Act.

Our accounting for the following elements of the Tax Act is incomplete. However, we were able to make reasonable estimates of
certain effects and, therefore, recorded provisional adjustments as follows:

Reduction of U.S. federal corporate tax rate: The Tax Act reduces the U.S. federal corporate tax rate to 21 percent, effective
January 1, 2018. For certain of our deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $2.3
million, with a corresponding net adjustment to deferred income tax expense of $2.3 million for the year ended December 31,
2017. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other
analyses related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income
and the state tax effect of adjustments made to federal temporary differences, as well as changes to our valuation allowance.

Deemed repatriation transition tax: The Deemed Repatriation Transition Tax ("Transition Tax") is a tax on previously untaxed
accumulated and current earnings and profits ("E&P") of certain of our foreign subsidiaries. To determine the amount of the
Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well
as the amount of non-U.S. income taxes paid on such earnings. We are able to make a reasonable estimate of the Transition Tax
and recorded a provisional Transition Tax obligation of $2.1 million. However, we are continuing to gather additional information
to more precisely compute the amount of the Transition Tax.

Valuation allowances: We must assess whether our valuation allowance is affected by various aspects of the Tax Act (e.g., deemed
repatriation of deferred foreign income, GILTI inclusions, new categories of FTCs). Since we have recorded provisional amounts

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

related to certain portions of the Tax Act, any corresponding determination of the need for or change in a valuation allowance is
also provisional.

Our accounting for the following elements of the Tax Act is incomplete, and we were not yet able to make reasonable estimates
of the effects. Therefore, no provisional adjustments were recorded.

GILTI tax: Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and
the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes
due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost
method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Our selection
of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine
whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be.
Because whether we expect to have future U.S. inclusions in taxable income related to GILTI depends on not only our current
structure and estimated future results of global operations but also our intent and ability to modify our structure and/or our business,
we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, we have not made any adjustments
related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred
taxes related to potential GILTI tax.

Note 10 — Accrued Compensation

The components of accrued compensation were as follows:

(In thousands)
Accrued social insurance(1)
Accrued salary/wages

Accrued vacation/holiday
Accrued bonus(2)
Accrued commission

Accrued medical insurance claims

Other accrued compensation

Total accrued compensation

December 31,

2017

2016

17,727

19,974

7,910

2,769

2,329

1,089

286

2,389

34,499

7,903

2,411

2,421

933

122

1,816

35,580

(1) Effective January 1, 2008, the Chinese Labor Contract Law was enacted in the PRC. This law mandated that PRC
employers remit the applicable social insurance payments to their local government. Social insurance is comprised of
various components such as pension, medical insurance, job injury insurance, unemployment insurance, and a housing
assistance fund, and is administered in a manner similar to social security in the United States. This amount represents
our estimate of the amounts due to the PRC government for social insurance on December 31, 2017 and 2016.

(2) Accrued bonus includes an accrual for an extra month of salary ("13th month salary") to be paid to employees in certain
geographies where it is the customary business practice. This 13th month salary is paid to these employees if they remain
employed with us through December 31st. The total accrued for the 13th month salary was $0.7 million and $0.7 million
at December 31, 2017 and 2016, respectively.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 11 — Other Accrued Liabilities

The components of other accrued liabilities were as follows:

(In thousands)

Advertising and marketing

Deferred revenue

Deposit for sale of Guangzhou factory

Duties

Freight and handling fees

Product development

Product warranty claim costs

Professional fees

Property, plant and equipment

Sales taxes and VAT

Short-term contingent consideration

Third-party commissions
Tooling (1)
Unrealized loss on foreign currency exchange contracts

URC court order and settlement agreement (Notes 3 and 13)

Utilities

Other

December 31,

2017

2016

232

215

4,901

1,184

1,983

974

339

1,578

2,151

2,955

3,800

599
1,843

630

103

5,219

213

1,431

—

1,127

1,919

454

134

1,313

1,017

2,715

—

853
1,520

1,623

6,622

331

3,138

Total other accrued liabilities

28,719

24,410

(1) The tooling accrual balance relates to unearned revenue for tooling that will be sold to customers.

Related Party Vendor

We have obtained certain engineering support services for our India subsidiary from JAP Techno Solutions ("JAP"). The owner
of JAP is the spouse of the managing director of our India operations. Total fees paid to JAP for the year ended December 31,
2015 were $77 thousand. No amounts were paid to this vendor during the years ended December 31, 2017 and 2016.

Note 12 — Leases

We lease land, office and warehouse space, and certain office equipment under operating leases that expire at various dates through
November 30, 2060.

Rent expense for our operating leases was $4.2 million, $4.0 million and $3.6 million for the years ended December 31, 2017,
2016 and 2015, respectively.

Estimated future minimum non-cancelable operating lease payments at December 31, 2017 were as follows:

(In thousands)
2018

2019

2020

2021

2022

Thereafter

Total operating lease commitments

Amount

4,411

3,333

2,347

2,204

1,649

443

14,387

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Non-level Rents and Lease Incentives

Some of our leases are subject to rent escalations. For these leases, we recognize rent expense for the total contractual obligation
utilizing the straight-line method over the lease term, ranging from 48 months to 125 months. The related short-term liability is
recorded in other accrued liabilities (see Note 11) and the related long term liability is recorded in other long-term liabilities. The
total liability related to rent escalations was $1.2 million and $1.1 million at December 31, 2017 and 2016, respectively.

The lease agreement for our corporate headquarters contains an allowance for moving expenses and tenant improvements of $1.5
million. These moving and tenant improvement allowances are recorded within other accrued liabilities and other long-term
liabilities, depending on the short-term or long-term nature, and are being amortized as a reduction of rent expense over the 125-
month term of the lease, which began on May 15, 2012.

Rental Costs During Construction

Rental costs associated with operating leases incurred during a construction period are expensed.

Prepaid Land Leases

We operate one factory within the PRC on which the land is leased from the government as of December 31, 2017. This land lease
was prepaid to the PRC government at the time our subsidiary occupied the land. We have obtained land-use right certificate for
the land pertaining to this factories.

The factory is located in the city of Yangzhou in the Jiangsu province. The remaining net book value of this prepaid lease was
$2.6 million on December 31, 2017, and will be amortized on a straight-line basis over the remaining term of approximately 41
years. The buildings located on this land had a net book value of $20.9 million on December 31, 2017 and will be depreciated
over a remaining weighted average period of 22 years.

The remaining net book value of this prepaid land lease is included within prepaid expenses and other current assets and other
assets, depending on the short-term or long-term nature.

Note 13 — Commitments and Contingencies

Indemnifications

We indemnify our directors and officers to the maximum extent permitted under the laws of the state of Delaware and we have
entered into indemnification agreements with each of our directors and executive officers. In addition, we insure our individual
directors and officers against certain claims and attorney’s fees and related expenses incurred in connection with the defense of
such claims. The amounts and types of coverage may vary from period to period as dictated by market conditions. Management
is not aware of any matters that require indemnification of its officers or directors.

Fair Price Provisions and Other Anti-Takeover Measures

Our Restated Certificate of Incorporation, as amended, contains certain provisions restricting business combinations with interested
stockholders under certain circumstances and imposing higher voting requirements for the approval of certain transactions ("fair
price" provisions). Any of these provisions may delay or prevent a change in control.

The "fair price" provisions require that holders of at least two-thirds of our outstanding shares of voting stock approve certain
business combinations and significant transactions with interested stockholders.

Product Warranties

Changes in the liability for product warranty claim costs were as follows:

(In thousands)

Balance at beginning of period

Accruals for warranties issued during the period

Settlements (in cash or in kind) during the period

Balance at end of period

Year Ended December 31,

2017

2016

2015

134

312
(107)
339

102
(3)
134

353

23
(341)
35

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Restructuring Activities and Sale of Guangzhou Factory

In the first quarter of 2016, we implemented a plan to reduce the impact of rising labor rates in China by transitioning manufacturing
activities from our southern-most China factory, located in the city of Guangzhou in the Guangdong province, to our other China
factories where labor rates are rising at a slower rate. As a result, we incurred severance costs of $6.1 million and $4.5 million
during the years ended December 31, 2017 and 2016, respectively, which are included within operating expenses. All operations
in our Guangzhou factory ceased in July 2017. Accordingly, we do not expect to incur further severance or other restructuring
costs related to this factory transition. At December 31, 2017, we had no unpaid factory transition severance costs included within
accrued compensation.

On September 26, 2016, we entered into an agreement to sell our Guangzhou manufacturing facility for RMB 320 million
(approximately $49.0 million based on December 31, 2017 exchange rates). Under the terms of the agreement, we have up to 24
months to cease all operations within the facility. The closing of the sale will be subject to customary due diligence and local
regulatory approval and is expected to be completed within approximately 28 months from the execution of the agreement. In
accordance with the terms of the agreement, the buyer deposited 10% of the purchase price into an escrow account upon the
execution of the agreement, which we have presented as restricted cash in our consolidated balance sheets (also refer to Note 3).
The remaining balance of the purchase price is to be placed into the escrow account prior to the closing of the sale and will be
released to us upon closing. Since all operations at our Guangzhou manufacturing facility ceased as of the end of July 2017, the
related building and land lease assets of $12.5 million are classified as assets held for sale in our December 31, 2017 consolidated
balance sheet.

Litigation

On March 2, 2012 and June 28, 2013, we filed two different lawsuits against Universal Remote Control, Inc. ("URC") alleging
that URC, and in some cases its affiliated suppliers Ohsung Electronics Co., Ltd. and Ohsung Electronics USA, Inc. (collectively
"Ohsung"), were infringing on certain of our patents. In September 2015, the court awarded URC $4.6 million in attorneys' fees
and costs related to the first lawsuit, which we accrued within selling, general and administrative expenses for the year ended
December 31, 2015 and placed an equal amount into a surety bond (described in Note 3). In December 2016, in connection with
these matters, we entered into a confidential Settlement, License and Release Agreement dated September 22, 2016 with URC
and Ohsung (collectively the “URC Parties”) to settle all litigation matters (including the malicious prosecution litigation described
below) between us and the URC Parties. By and during the term of this agreement, we and the URC Parties have dismissed all
litigation matters and appeals with prejudice. Additionally, the URC Parties have received a limited paid up license to the
technologies covered by the patents in this litigation and a limited covenant not to sue with respect to certain of URC's products
existing as of the settlement date. As a result of the Settlement, License and Release Agreement, we accrued $2.0 million within
selling, general and administrative expenses for the year ended December 31, 2016, bringing the total liability accrued in connection
with the URC matters to $6.6 million at December 31, 2016. On January 30, 2017, we paid URC $6.6 million, and on February
10, 2017, the $4.6 million surety bond was returned to us.

On April 28, 2016, URC filed a malicious prosecution lawsuit against us in the Superior Court of California, County of Orange
(Universal Remote Control, Inc. v. Universal Electronics Inc., 30-2016-00849239-CU-BT-CJC). This lawsuit was dismissed with
prejudice by URC as part of the overall Settlement, License and Release Agreement discussed above.

On or about June 10, 2015, FM Marketing GmbH ("FMH") and Ruwido Austria GmbH ("Ruwido") filed a Summons in Summary
Proceedings in Belgium court against one of our subsidiaries, Universal Electronics BV ("UEBV"), and one of its customers,
Telenet N.V. ("Telenet"), claiming that one of the products UEBV supplied to Telenet violates two design patents and one utility
patent owned by FMH and/or Ruwido. By this summons, FMH and Ruwido sought to enjoin Telenet and UEBV from continued
distribution and use of the product at issue. After the September 29, 2015 hearing, the court issued its ruling in our and Telenet’s
favor, rejecting FMH and Ruwido’s request entirely. On October 22, 2015, Ruwido filed its notice of appeal in this ruling. The
parties have fully briefed and argued before the appellate court and we are awaiting the appellate court's ruling. In addition, on or
about February 9, 2016, Ruwido filed a writ of summons for proceeding on the merits with respect to asserted patents. UEBV and
Telenet have replied, denying all of Ruwido's allegations and in June 2017 a hearing was held before the trial court. During this
hearing, Ruwido sought to have a second product which we are currently selling to Telenet included in this case. In September
2017, the Court ruled in our favor that our current product cannot be made part of this case. The Court also refused to rule on
whether the original product (which we are no longer selling) infringes the Ruwido patent, instead deciding to wait until the
European Patent Office has ruled on our Opposition (see below). Finally, the Court ruled that our original product (which we are
no longer selling) infringes certain of Ruwido's design rights, but stayed any decision of compensation and/or damages until all
aspects of the case have been decided. We have filed an appeal as to the Court's ruling of infringement and submissions by the
parties are due to the Court during the first and second quarter of 2018. Finally, in September 2015, UEBV filed an Opposition
with the European Patent Office seeking to invalidate the one utility patent asserted against UEBV and Telenet by Ruwido. The

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

hearing on this opposition was held in July 2017. During this hearing the panel requested additional information. We have assembled
this additional information and are awaiting the rehearing date. On September 5, 2017, Ruwido and FMH filed a patent infringement
case on the merits against UEBV and Telenet in the Netherlands alleging the same claims of infringement as in the Belgium Courts
(see above). This matter is in its early stages and as such we have not yet answered. But, as in the Belgium case, UEBV and Telenet
will deny all claims of infringement and vigorously defend against these claims.

On March 15, 2017, one of our employees filed a lawsuit against us and certain of our employees in the Superior Court of California,
County of Orange, claiming hostile work environment based on sexual orientation, intentional infliction of emotional distress,
failure to prevent hostile work environment, retaliation, and constructive termination. On February 1, 2018, we entered into a
Settlement Agreement and Release with the former employee to settle all litigation matters between us and the former employee.
While the terms of this agreement are confidential, in exchange for and upon the dismissal with prejudice of all claims made by
the former employee against us, we will pay an immaterial amount to the former employee. The dismissal was completed during
February 2018.

There are no other material pending legal proceedings to which we or any of our subsidiaries is a party or of which our respective
property is the subject. However, as is typical in our industry and to the nature and kind of business in which we are engaged, from
time to time, various claims, charges and litigation are asserted or commenced by third parties against us or by us against third
parties arising from or related to product liability, infringement of patent or other intellectual property rights, breach of warranty,
contractual relations, or employee relations. The amounts claimed may be substantial but may not bear any reasonable relationship
to the merits of the claims or the extent of any real risk of court awards assessed against us or in our favor. However, no assurances
can be made as to the outcome of any of these matters, nor can we estimate the range of potential losses to us. In our opinion, final
judgments, if any, which might be rendered against us in potential or pending litigation would not have a material adverse effect
on our financial condition, results of operations, or cash flows. Moreover, we believe that our products do not infringe any third
parties' patents or other intellectual property rights.

We maintain directors' and officers' liability insurance which insures our individual directors and officers against certain claims,
as well as attorney's fees and related expenses incurred in connection with the defense of such claims.

Defined Benefit Plan

Our subsidiary in India maintains a defined benefit pension plan ("India Plan") for local employees, which is consistent with local
statutes and practices. The pension plan was adequately funded on December 31, 2017 based on its latest actuarial report. The
India Plan has an independent external manager that advises us of the appropriate funding contribution requirements to which we
comply. At December 31, 2017, approximately 49 percent of our India subsidiary employees had qualified for eligibility. An
individual must be employed by our India subsidiary for a minimum of five years before becoming eligible. Upon the termination,
resignation or retirement of an eligible employee, we are liable to pay the employee an amount equal to 15 days salary for each
full year of service completed. The total amount of liability outstanding at December 31, 2017 and 2016 for the India Plan was
not material. During the years ended December 31, 2017, 2016, and 2015, the net periodic benefit costs were also not material.

Note 14 — Treasury Stock

From time to time, our Board of Directors authorizes management to repurchase shares of our issued and outstanding common
stock. As of December 31, 2017, we had no shares available for repurchase under the Board's authorizations.

Repurchased shares of our common stock were as follows:

(In thousands)

Shares repurchased

Cost of shares repurchased

Year Ended December 31,

2017

2016

2015

680

198

39,085

12,647

1,817

89,395

Repurchased shares are recorded as shares held in treasury at cost. We hold these shares for future use as management and the
Board of Directors deem appropriate.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 15 — Business Segment and Foreign Operations

Reportable Segment

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its performance. Operating segments
may be aggregated only to a limited extent. Our chief operating decision maker, the Chief Executive Officer, reviews financial
information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making
operating decisions and assessing financial performance. Accordingly, we only have a single operating and reportable segment.

Foreign Operations

Our net sales to external customers by geographic area were as follows:

(In thousands)
United States

Asia (excluding PRC)

People’s Republic of China

Europe

Latin America

Other

Total net sales

Year Ended December 31,

2017

2016

2015

345,838

338,338

104,668

83,036

79,183

54,113

28,952

89,527

77,224

74,113

47,286

24,883

287,678

109,960

74,475

65,579

38,985

26,156

695,790

651,371

602,833

Specific identification of the customer billing location was the basis used for attributing revenues from external customers to
geographic areas.

Long-lived tangible assets by geographic area were as follows:

(In thousands)
United States

People's Republic of China

All other countries

Total long-lived tangible assets

Note 16 — Stock-Based Compensation

December 31,

2017

2016

14,674

96,984

3,870

11,948

94,113

4,186

115,528

110,247

Stock-based compensation expense for each employee and director is presented in the same statement of operations caption as
their cash compensation. Stock-based compensation expense by statement of operations caption and the related income tax benefit
were as follows:

(In thousands)
Cost of sales

Research and development expenses

Selling, general and administrative expenses:

Employees

Outside directors

Total employee and director stock-based compensation expense

Income tax benefit

Year Ended December 31,

2017

2016

2015

551

541

7,368

3,953

11,943

2,954

7,095

2,631

10,324

3,102

428

5,946

1,500

7,913

2,366

Table of Contents

Stock Options

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

The assumptions we utilized in the Black-Scholes option pricing model and the resulting weighted average fair value of stock
option grants were the following:

Year Ended December 31,

2017

2016

2015

Weighted average fair value of grants

19.61

17.96

Risk-free interest rate

Expected volatility

Expected life in years

Stock option activity was as follows:

1.75%

34.25%

4.52

1.36%

41.38%

4.55

24.47

1.39%

43.36%

4.57

2017

2016

2015

Number of
Options
(in 000's)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value
(in 000's)

Number of
Options
(in 000's)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value
(in 000's)

Number
of Options
(in 000's)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value
(in 000's)

Outstanding at beginning of the year

652 $

39.27

62.70

Granted

Exercised

648 $

30.50

243

49.67

650 $

25.56

64.81

(56)

25.72

2,140

(239)

26.09

9,933

(71)

23.97

2,193

Forfeited/canceled/expired

(168)

46.44

—

Outstanding at end of the year (1)

520 $

42.56

4.25

Vested and expected to vest at the end
of the year (1)

520 $

42.56

4.25

Exercisable at the end of the year (1)

381 $

36.39

3.72

5,607

652 $

39.27

4.78

652 $

39.27

4.78

363 $

30.21

3.88

16,553

16,548

12,511

(8)

20.64

648 $

30.50

648 $

30.50

493 $

25.03

4.85

4.51

14,556

14,551

12,979

(1) The aggregate intrinsic value represents the total pre-tax value (the difference between our closing stock price on the last
trading day of 2017, 2016, and 2015 and the exercise price, multiplied by the number of in-the-money options) that would
have been received by the option holders had they all exercised their options on December 31, 2017, 2016, and 2015.
This amount will change based on the fair market value of our stock.

On September 11, 2017, the independent members of our Board of Directors voluntarily surrendered 150,000 stock options
originally granted to them in February 2016, resulting in the acceleration and recording of $1.2 million of stock-based compensation
expense during the year ended December 31, 2017. This amount represented all remaining unamortized compensation expense
associated with the surrendered stock options as of the surrender date.

During the years ended December 31, 2017, 2016, and 2015, there were no modifications made to outstanding stock options.

Cash received from option exercises for the years ended December 31, 2017, 2016, and 2015 was $1.4 million, $6.2 million, and
$1.7 million, respectively. The actual tax benefit realized from option exercises was $0.7 million, $2.6 million and $0.5 million
for the years ended December 31, 2017, 2016, and 2015, respectively.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Significant option groups outstanding at December 31, 2017 and the related weighted average exercise price and life information
were as follows:

Range of Exercise Prices
$18.25 to $21.95

26.48 to 27.74

35.28

51.38 to 65.54

Options Outstanding

Weighted-Average
Remaining
Contractual Term
(in years)

Number
Outstanding
(in 000’s)

Options Exercisable

Weighted-
Average
Exercise Price

Number
Exercisable
(in 000’s)

Weighted-
Average
Exercise Price

155

263

520

3.79

0.30

3.12

5.14

4.25

19.92

27.02

35.28

59.31

42.56

155

124

381

19.92

27.02

35.28

59.10

36.39

As of December 31, 2017, we expect to recognize $2.0 million of total unrecognized pre-tax stock-based compensation expense
related to non-vested stock options over a remaining weighted-average life of 1.7 years.

On February 8, 2018, certain executive employees were granted 119,220 stock options in connection with the 2017 annual review
cycle. The options were granted as part of long-term incentive compensation to assist us in meeting our performance and retention
objectives and are subject to a three-year vesting period (33.33% on February 8, 2019 and 8.33% each quarter thereafter). The
total grant date fair value of these awards was $1.7 million.

Restricted Stock

Non-vested restricted stock award activity was as follows:

2017

2016

2015

Non-vested at beginning of the year

Granted

Vested

Forfeited

Shares
(in 000’s)

153

133

(119)

(5)

Non-vested at end of the year

162

Weighted-
Average
Grant Date
Fair Value
57.43
$

64.14

59.67

60.11

61.19

Shares
(in 000’s)

225

77
(146)
(3)
153

Weighted-
Average
Grant Date
Fair Value
51.31
$

63.30

51.10

60.17

57.43

Shares
(in 000’s)

Weighted-
Average
Grant Date
Fair Value

266

138
(178)
(1)
225

39.28

53.64

35.09

63.19

51.31

As of December 31, 2017, we expect to recognize $7.7 million of total unrecognized pre-tax stock-based compensation expense
related to non-vested restricted stock awards over a weighted-average life of 1.6 years.

In February 2018, certain executives and employees were granted 133,406 restricted stock awards in connection with the 2017
annual review cycle. These awards were granted as part of long-term incentive compensation to assist us in meeting our performance
and retention objectives and are subject to a three-year vesting period (37,820 of these awards vest 33.33% on February 8, 2019
and 8.33% each quarter thereafter; and 95,586 of these awards vest at a rate of 33.33% per year beginning on February 21, 2019).
The total grant date fair value of these awards was $6.0 million.

Stock Incentive Plans

Our active stock-based incentive plans include those adopted in 1999, 2003, 2006, 2010 and 2014 ("Stock Incentive Plans"). Under
the Stock Incentive Plans, we may grant stock options, stock appreciation rights, restricted stock units, performance stock units,
or any combination thereof for a period of ten years from the approval date of each respective plan, unless the plan is terminated
by resolution of our Board of Directors. No stock appreciation rights or performance stock units have been awarded under our
Stock Incentive Plans. Only directors and employees meeting certain employment qualifications are eligible to receive stock-
based awards.

The grant price of stock option and restricted stock awards granted under our Stock Incentive Plans is the average of the high and
low trades of our stock on the grant date. We prohibit the re-pricing or backdating of stock options. Our stock options become

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

exercisable in various proportions over a three- or four-year time frame. Stock options have a maximum ten-year term. Restricted
stock awards vest in various proportions over a one- to three-year time period.

Detailed information regarding our active Stock Incentive Plans was as follows at December 31, 2017:

Name
1999A Stock Incentive Plan

2003 Stock Incentive Plan

2006 Stock Incentive Plan

2010 Stock Incentive Plan

2014 Stock Incentive Plan

Approval Date

10/7/1999

6/18/2003

6/13/2006

6/15/2010

6/12/2014

Initial Shares
Available for Grant
Under the Plan

Remaining Shares
Available for Grant
Under the Plan

Outstanding Shares
Granted
Under the Plan

1,000,000

1,100,000

—

448,051

7,500

14,391

82,572

203,303

373,673

681,439

Note 17 — Performance-Based Common Stock Warrants

On March 9, 2016, we issued common stock purchase warrants to Comcast to purchase up to 725,000 shares of our common stock
at a price of $54.55 per share. The right to exercise the warrants is subject to vesting over three successive two-year periods (with
the first two-year period commencing on January 1, 2016) based on the level of purchases of goods and services from us by
Comcast and its affiliates, as defined in the warrants. The table below presents the purchase levels and number of warrants that
will vest in each period based upon achieving these purchase levels.

Aggregate Level of Purchases by Comcast and Affiliates
$260 million

$300 million

$340 million

Maximum Potential Warrants Earned by Comcast

Incremental Warrants That Will Vest

January 1, 2016 -
December 31, 2017

January 1, 2018 -
December 31, 2019

January 1, 2020 -
December 31, 2021

100,000

75,000

250,000

100,000

75,000

250,000

75,000

225,000

If total aggregate purchases by Comcast and its affiliates are below $260 million in any of the two-year periods above, no warrants
will vest related to that two-year period. If total aggregate purchases of goods and services by Comcast and its affiliates exceed
$340 million during either the first or second two-year period, the amount of any such excess will count toward aggregate purchases
in the following two-year period. To fully vest in the rights to purchase all of the underlying shares, Comcast and its affiliates must
purchase an aggregate of $1.02 billion in goods and services from us during the six-year vesting period.

Any and all warrants that vest will expire on January 1, 2023. The warrants provide for certain adjustments that may be made to
the exercise price and the number of shares issuable upon exercise due to customary anti-dilution provisions. Additionally, in
connection with the common stock purchase warrants, we have also entered into a registration rights agreement with Comcast
under which Comcast may from time to time request that we register the shares of common stock underlying vested warrants with
the SEC.

Because the warrants contain performance criteria under which Comcast must achieve specified aggregate purchase levels for the
warrants to vest, as detailed above, the measurement date for the warrants is the date on which the warrants vest. For the first two-
year period ended December 31, 2017, Comcast earned and vested in 175,000 out of the maximum potential 250,000 warrants.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

The assumptions we utilized in the Black-Scholes option pricing model and the resulting weighted average fair value of the warrants
were the following:

Fair value

Price of Universal Electronics Inc. common stock

Risk-free interest rate

Expected volatility

Expected life in years

Year ended December 31,

2017

2016

$19.49

$55.61

2.06%

34.30%

5.17

$30.88

$65.78

2.09%

39.30%

6.00

The impact to net sales recorded in connection with the warrants and the related income tax benefit were as follows:

(in thousands)
Reduction to net sales

Income tax benefit

Note 18 — Other Income (Expense), Net

Other income (expense), net consisted of the following:

(In thousands)
Net gain (loss) on foreign currency exchange contracts(1)
Net gain (loss) on foreign currency exchange transactions
Other income
Other income (expense), net

Year Ended December 31,

2017

2016

683

255

2,728

1,000

Year Ended December 31,

2017

2016

2015

(3,603) $
2,174
581
(848) $

(1,251) $
1,911
180
840

294
(522)
221
(7)

(1) This represents the gains and (losses) incurred on foreign currency hedging derivatives (see Note 20 for further details).

Note 19 — Earnings (Loss) Per Share

Earnings (loss) per share was calculated as follows:

(In thousands, except per-share amounts)
BASIC
Net income (loss) attributable to Universal Electronics Inc.

Weighted-average common shares outstanding

Basic earnings (loss) per share attributable to Universal Electronics Inc.
DILUTED
Net income (loss) attributable to Universal Electronics Inc.

Weighted-average common shares outstanding for basic

Dilutive effect of stock options, restricted stock and common stock
warrants

Weighted-average common shares outstanding on a diluted basis

Diluted earnings (loss) per share attributable to Universal Electronics Inc.

Year Ended December 31,

2017

2016

2015

(10,323) $
14,351

(0.72) $

(10,323) $
14,351

—

14,351

20,354

14,465

1.41

20,354

14,465

299

14,764

(0.72) $

1.38

29,174

15,248

1.91

29,174

15,248

294

15,542

1.88

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

The following number of stock options, shares of restricted stock and common stock warrants were excluded from the
computation of diluted earnings (loss) per common share as their inclusion would have been anti-dilutive:

(In thousands)

Stock options

Restricted stock awards

Performance-based warrants

Note 20 — Derivatives

Year Ended December 31,

2017

2016

2015

648

221

—

The following table sets forth the total net fair value of derivatives:

(In thousands)
Foreign currency exchange
contracts

December 31, 2017

December 31, 2016

Fair Value Measurement Using

Total

Fair Value Measurement Using

Total

Level 1

Level 2

Level 3

Balance

Level 1

Level 2

Level 3

Balance

$ — $

(565) $ — $

(565) $ — $ (1,584) $ — $ (1,584)

We held foreign currency exchange contracts which resulted in a net pre-tax gain of $3.6 million, a net pre-tax loss of $1.3 million,
and a net pre-tax gain of $0.3 million for the years ended December 31, 2017, 2016, and 2015, respectively (see Note 18).

Details of foreign currency exchange contracts held were as follows:

Date Held
December 31, 2017

December 31, 2017

December 31, 2016

Type
USD/Euro
USD/Chinese
Yuan
Renminbi
USD/
Brazilian Real

USD/Euro
USD/Chinese
Yuan
Renminbi
USD/Chinese
Yuan
Renminbi

USD/
Brazilian Real

Position Held
USD

Chinese Yuan
Renminbi

USD

Chinese Yuan
Renminbi

USD

Notional
Value
(in millions)
17.0
$

Forward Rate
1.1858

Unrealized
Gain/(Loss)
Recorded at
Balance Sheet
Date
(in thousands)(1)
$

(220)

Settlement Date
January 5, 2018

20.0

6.6481

2.5

3.2350

18.0

1.0513

25.0

6.7230

10.0

6.6757

2.0

4.0

3.4775

3.2316

(410)

January 5, 2018

January 24, 2018

(61) January 27, 2017

(974) January 13, 2017

(457) January 13, 2017

(131) January 13, 2017

January 13, 2017

(1) Unrealized gains on foreign currency exchange contracts are recorded in prepaid expenses and other current assets.

Unrealized losses on foreign currency exchange contracts are recorded in other accrued liabilities.

Note 21 — Employee Benefit Plans

We maintain a retirement and profit sharing plan under Section 401(k) of the Internal Revenue Code for all of our domestic
employees that meet certain qualifications. Participants in the plan may elect to contribute up to the maximum allowed by law.
We match 50% of the participants’ contributions up to 15% of their gross salary in the form of newly issued shares of our common
stock. We may also make other discretionary contributions to the plan. We recorded $0.6 million, $0.9 million and $0.9 million
of expense for company contributions for the years ended December 31, 2017, 2016, and 2015, respectively.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 22 — Business Combinations

Ecolink Intelligent Technology, Inc. Acquisition

On August 4, 2015, we entered into an Asset Purchase Agreement (the "APA") to acquire substantially all of the net assets of
Ecolink Intelligent Technology, Inc. ("Ecolink"), a leading developer of smart home technology that designs, develops and
manufactures a wide range of intelligent wireless security and home automation products. This transaction closed on August 31,
2015. The purchase price of $24.1 million was comprised of $12.9 million in cash and $11.2 million of contingent consideration.
Additionally, we incurred $0.2 million in acquisition costs, consisting primarily of legal and accounting expenses, which are
included within selling, general and administrative expenses for the year ended December 31, 2015. The acquisition of these assets
will allow us to extend our product offerings to include home security and automation products previously marketed by Ecolink
and to sell these products to our existing customers.

Included in the net assets acquired from Ecolink was a 50% ownership interest in Encore Controls LLC ("Encore"), a developer
of smart home technology that designs and sells intelligent wireless fire safety products for use in home security systems.

At the time of acquisition, management determined that we were the primary beneficiary of Encore due to our ability to direct the
activities that most significantly impacted the economic performance of Encore, and thus we consolidated the financial statements
of Encore commencing on the acquisition date. The aggregate fair value of Encore’s net assets on the acquisition date was $0.7
million, of which $0.4 million was attributable to the noncontrolling interest. The fair value attributable to the noncontrolling
interest was based on the noncontrolling interest's ownership percentage in the fair values of the assets and liabilities of Encore.

On April 21, 2016, we sold our ownership interest in Encore to Encore's noncontrolling interest holder in exchange for full rights
and ownership of Encore's patents and developed technology as well as the noncontrolling interest's portion of certain of Encore's
tangible net assets. Additionally, as a condition of the sale of our ownership interest in Encore, we agreed to grant a royalty-free
license to Encore for the use of Encore's developed technology and patents in connection with selling specific products to specific
customers. As a result of this transaction, we no longer have any involvement with Encore other than the granting of this limited
license. Upon deconsolidation, we recorded a gain of $65 thousand, based on the difference between the fair value of the net assets
received and our ownership interest in Encore. This gain is presented in our consolidated statement of operations within other
income (expense), net for the year ended December 31, 2016.

Our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015 include net sales of $33.0
million, $4.8 million and $1.3 million, respectively, and net losses of $0.7 million, $1.6 million and $1.0 million attributable to
Ecolink.

Contingent Consideration

We are required to make annual earnout payments upon the achievement of certain operating income levels attributable to Ecolink
over the five year period from 2016 through 2020. The amount of earnout contingent consideration has no upper limit and is
calculated at the end of each calendar year based upon certain percentages of operating income target levels as defined in the APA.
Ecolink's operating income will be calculated using certain revenues, costs and expenses directly attributable to Ecolink as specified
in the APA. At the acquisition date, the value of earnout contingent consideration was estimated using a valuation methodology
based on projections of future operating income calculated in accordance with the APA. Such projections were then discounted
using an average discount rate of 15.5% to reflect the risk in achieving the projected operating income levels as well as the time
value of money. The fair value measurement of the earnout contingent consideration was based primarily on significant inputs not
observable in an active market and thus represents a Level 3 measurement as defined under U.S. GAAP. At December 31, 2015
the fair value of the earnout contingent consideration was $11.8 million. During the year ended December 31, 2016, the fair value
of the earnout contingent consideration decreased $1.3 million to $10.5 million, and during the year ended December 31, 2017,
the fair value of earnout contingent consideration increased $4.4 million to $14.9 million. Changes in the fair value of earnout
contingent consideration primarily reflect adjustments to the timing and amount of earnout payments as well as the related accretion
driven by the time value of money. These adjustments are recorded within selling, general and administrative expenses. At December
31, 2017, $3.8 million of the earnout contingent consideration liability attributable to Ecolink is presented within other accrued
liabilities, and the remaining $11.1 million is presented within long-term contingent consideration in our consolidated balance
sheet.

Table of Contents

Purchase Price Allocation

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Using the acquisition method of accounting, the acquisition date fair value of the consideration transferred was allocated to the
net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The
excess of the purchase price over the estimated fair value of net assets acquired was recorded as goodwill. The goodwill is expected
to be deductible for income tax purposes. Management's purchase price allocation was the following:

(in thousands)

Cash and cash equivalents

Accounts receivable

Inventories

Prepaid expenses and other current assets

Property, plant and equipment

Non-interest bearing liabilities

Net tangible assets acquired

Trade name

Developed technology

Customer relationships
Goodwill

Total purchase price

Noncontrolling interest in Encore

Net purchase price

Less: Contingent consideration

Cash paid

Estimated Lives

Fair Value

1-4 years

7 years

4-14 years

5 years

685

374

1,412

253

16
(1,557)
1,183

400

9,080

1,300
12,564

24,527
(378)
24,149
(11,200)
12,949

Management's determination of the fair value of intangible assets acquired was based primarily on significant inputs not observable
in an active market and thus represent Level 3 fair value measurements as defined under U.S. GAAP.

The fair value assigned to Ecolink’s trade name intangible asset was determined utilizing a relief from royalty method. Under the
relief from royalty method, the fair value of the intangible asset is estimated to be the present value of the royalties saved because
the company owns the intangible asset. Revenue projections and estimated useful life were significant inputs into estimating the
value of Ecolink’s trade name.

The fair value assigned to Ecolink's developed technology was determined utilizing a multi-period excess earnings approach.
Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future
earnings attributable to the asset and utilizes revenue and cost projections, including an assumed contributory asset charge.

The fair value assigned to Ecolink's customer relationships intangible asset was determined utilizing the with and without method.
Under the with and without method, the fair value of the intangible asset is estimated based on the difference in projected earnings
utilizing the existing Ecolink customer base versus projected earnings based on starting with no customers and reacquiring the
customer base. Revenue and earnings projections were significant inputs into estimating the value of Ecolink’s customer
relationships.

The trade name, developed technology and customer relationships intangible assets are expected to be deductible for income tax
purposes.

Residential Control Systems, Inc. Acquisition

On April 6, 2017, we acquired substantially all of the net assets of Residential Control Systems, Inc. ("RCS"), a U.S.-based designer
and manufacturer of energy management and control products for the residential, small commercial and hospitality markets. The
purchase price of $12.6 million was comprised of $8.9 million in cash and $3.7 million of contingent consideration. Additionally,
we incurred $0.1 million in acquisition costs, consisting primarily of accounting related expenses, which are included within
selling, general and administrative expenses for the year ended December 31, 2017. The acquisition of these assets will allow us

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

to expand our product offering of home sensing, monitoring and control solutions to include smart thermostat, sensing and
monitoring products previously sold and marketed by RCS.

Our consolidated statement of operations for the year ended December 31, 2017 includes net sales and a net loss of $3.5 million
and $0.4 million, respectively, attributable to RCS for the period commencing on April 6, 2017.

Contingent Consideration

We are required to make additional earnout payments of up to $10.0 million upon the achievement of certain operating income
levels attributable to RCS over the period commencing on the acquisition date through June 30, 2022. The amount of contingent
consideration is calculated at the end of each calendar year and is based on the agreed upon percentage of operating income as
defined in the RCS Asset Purchase Agreement (the "RCS APA"). Operating income will be calculated using certain revenues, costs
and expenses directly attributable to RCS as specified in the RCS APA. At the acquisition date, the value of earnout contingent
consideration was estimated using a valuation methodology based on projections of future operating income calculated in
accordance with the RCS APA. Such projections were then discounted using an average discount rate of 24.8% to reflect the risk
in achieving the projected operating income levels as well as the time value of money. The fair value measurement of the earnout
contingent consideration was based primarily on significant inputs not observable in an active market and thus represents a Level
3 measurement as defined under U.S. GAAP. At December 31, 2017, the fair value of earnout contingent consideration attributable
to RCS was $2.3 million, which is presented within long-term contingent consideration in our consolidated balance sheet.

Purchase Price Allocation

Using the acquisition method of accounting, the acquisition date fair value of the consideration transferred was allocated to the
net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The
excess of the purchase price over the estimated fair value of net assets acquired is recorded as goodwill. The goodwill is expected
to be deductible for income tax purposes. Management's purchase price allocation was the following:

(in thousands)

Accounts receivable

Inventories

Prepaid expenses and other current assets

Property, plant and equipment

Current liabilities

Net tangible assets acquired

Trade name

Customer relationships

Order backlog

Goodwill

Total purchase price

Less: Contingent consideration

Cash paid

Estimated Lives

Fair Value

1-4 years

8 years

10 years

1 year

429

1,508

14
(408)
1,550

400

5,000

150

5,494

12,594
(3,700)
8,894

The fair value assigned to the RCS trade name intangible asset was determined utilizing a relief from royalty method. The fair
value assigned to RCS customer relationships and order backlog intangible assets were determined utilizing a multi-period excess
earnings approach. The relief from royalty and multi-period excess earnings methodologies are further described above.

The trade name, customer relationships and order backlog intangible assets are expected to be deductible for income tax purposes.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Pro Forma Results (Unaudited)

The following unaudited pro forma financial information presents the combined results of our operations and the operations of
RCS as if the RCS acquisition had occurred on January 1, 2016. This unaudited pro forma financial information is not intended
to represent or be indicative of the consolidated results of operations that would have been achieved had the acquisition actually
been completed as of January 1, 2016, and should not be taken as a projection of the future consolidated results of our operations.

(In thousands, except per-share amounts)

Net sales

Net income (loss)

Net income (loss) attributable to Universal Electronics Inc.

Basic earnings (loss) per share attributable to Universal Electronics Inc.

Diluted earnings (loss) per share attributable to Universal Electronics Inc.

Year Ended December 31,

2017

2016

696,352
(10,538)
(10,538)
(0.73)
(0.73)

659,272

19,997

19,967

1.38

1.35

For purposes of determining pro forma net income (loss) attributable to Universal Electronics Inc., adjustments were made to all
periods presented in the table above. The pro forma net income (loss) and net income (loss) attributable to Universal Electronics
Inc. assume that amortization of acquired intangible assets began at January 1, 2016 rather than on April 6, 2017. The result is a
net increase in amortization expense of $0.1 million and $0.7 million for the years ended December 31, 2017 and 2016, respectively.
Additionally, acquisition costs totaling $0.2 million are excluded from pro forma net income (loss) and net income (loss) attributable
to Universal Electronics Inc. All adjustments have been made net of their related tax effects.

Table of Contents

UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017

Note 23 — Quarterly Financial Data (Unaudited)

Summarized quarterly financial data is as follows:

(In thousands, except per share amounts)
Net sales

March 31,

June 30,

September 30,

December 31,

161,406

177,580

175,652

181,152

2017

Gross profit

Operating income (loss)

Net income (loss)

Net income (loss) attributable to Universal Electronics
Inc.

Earnings (loss) per share attributable to Universal
Electronics Inc. (1):

41,034
(365)
119

119

43,751

7,303

4,684

43,070

4,212

1,728

37,852
(480)
(16,854)

1,728

(16,854)

Basic

Diluted

0.01

0.33

0.32

0.12

(1.19)
(1.19)

(In thousands, except per share amounts)
Net sales

March 31,

June 30,

September 30,

December 31,

150,658

170,986

169,185

160,542

2016

Gross profit

Operating income

Net income

Net income attributable to Universal Electronics Inc.
Earnings per share attributable to Universal Electronics
Inc.(1):

37,647

3,041

2,743

2,721

43,456

7,969

6,598

6,590

41,785

8,121

7,807

41,236

6,266

3,236

Basic

Diluted

0.19

0.46

0.45

0.54

0.53

0.22

(1) The earnings per common share calculations for each of the quarters were based upon the weighted average number of
shares and share equivalents outstanding during each period, and the sum of the quarters may not be equal to the full
year earnings per share amounts.

Table of Contents

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Exchange Act Rule 13a-15(d) defines "disclosure controls and procedures" to mean controls and procedures of a company that
are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
The definition further states that disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of our management, including our principal executive
and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of
the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officers have
concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to provide
reasonable assurance that information required to be disclosed by us in reports that 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 is accumulated and
communicated to our management to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance
with U.S. GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive and principal financial
officers, we evaluated the effectiveness of our internal control over financial reporting based on the 2013 Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control
Integrated Framework. Based on our evaluation under this framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2017.

The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by Grant Thornton
LLP, an independent registered public accounting firm, as stated in its attestation report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls or in other factors that may significantly affect our internal controls during the
fourth quarter of 2017.

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Universal Electronics Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Universal Electronics Inc. (a Delaware corporation) (the
"Company") as of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established
in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
("PCAOB"), the consolidated financial statements of the Company as of and for the year ended December 31, 2017, and our report
dated March 12, 2018 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’s Annual Report on
Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit 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 to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

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

/s/ GRANT THORNTON LLP

Los Angeles, California
March 12, 2018

Table of Contents

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information required by Item 401 of Regulation S-K with respect to our directors will be contained in and is hereby incorporated
by reference to our definitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation
14A promulgated by the Securities and Exchange Commission under the Exchange Act. Information regarding executive officers
of the Company is set forth in Part I of this Form 10-K.

Information required by Item 405 of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive
Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed subsequent to the date of filing this Form 10-K, under
the caption "Section 16(a) Beneficial Ownership Reporting Compliance". Copies of Section 16 reports, Forms 3, 4 and 5, are
available on our website, www.uei.com under the caption "SEC Filings" on the Investor page.

Code of Conduct. We have adopted a code of conduct that applies to all of our employees, including without limitation our principal
executive officer, principal financial officer and principal accounting officer. A copy of the Code of Conduct is included as Exhibit
14.1 to our Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 14, 2004 (File No. 0-21044). The
Code of Conduct is also available on our website, www.uei.com under the caption "Corporate Governance" on the Investor page.
We will post on our website information regarding any amendment to, or waiver from, any provision of the Code of Conduct that
applies to our principal executive officer, principal financial officer or principal accounting officer.

Information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be contained in and is hereby incorporated by
reference to our definitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

Information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be contained in and is hereby incorporated by
reference to our definitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Exchange Act.

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

Information required by Item 403 of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive
Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities
and Exchange Commission under the Exchange Act.

The following summarizes our equity compensation plans at December 31, 2017:

Equity Compensation Plan Information

Plan Category
Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Total

(a)

(b)

(c)

Number of
Securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))

512,435

7,500
519,935

42.78

27.74
42.56

448,051

—
448,051

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA- Notes to Consolidated Financial Statements -
Note 16" for a description of each of our stock incentive plans.

Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by Items 404 and 407(a) of Regulation S-K will be contained in and is hereby incorporated by reference to
our definitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated
by the Securities and Exchange Commission under the Exchange Act.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item will be contained in and is hereby incorporated by reference to our definitive Proxy Statement
for our 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange
Commission under the Exchange Act.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

We include this portion of ITEM 15 under ITEM 8 of this Report on Form 10-K.

(2) Financial Statement Schedules

We include the financial statement schedules required by the applicable accounting regulations of the SEC in the notes
to our consolidated financial statements and incorporate that information in this ITEM 15 by reference.

(3) Exhibits

Any stockholder who would like a copy of any of the exhibits listed on the Exhibit Index in this Report may obtain one
from us upon request at a charge that reflects the reproduction cost of such Exhibits. Requests should be made to the
Secretary, Universal Electronics Inc., 201 E. Sandpointe Avenue, 8th Floor, Santa Ana, California 92707.

Table of Contents

Exhibit
Number

3.1

3.2

3.3

3.4

4.1

Document Description

Restated Certificate of Incorporation of Universal Electronics Inc., as amended (incorporated by reference to Exhibit
3.1 to the Company's Form S-1 Registration filed on or about December 24, 1992 (File No. 33-56358)) (paper file)

Certificate of Amendment to Restated Certificate of Incorporation of Universal Electronics Inc. (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed
on April 1, 1996 (File No. 0-21044)) (paper file)

Certificate of Amendment to Restated Certificate of Incorporation of Universal Electronics Inc. (filed herewith)

Amended and Restated By-laws of Universal Electronics Inc. (filed herewith)

Article Eighth of our Restated Certificate of Incorporation, as amended, contains certain provisions restricting
business combinations with interested stockholders under certain circumstances and imposing higher voting
requirements for the approval of certain transactions unless the transaction has been approved by two-thirds of the
disinterested directors or fair price provisions have been met. (incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed on April 1, 1996 (File No.
0-21044)) (paper file)

4.2

Common Stock Purchase Warrant dated March 9, 2016 between Universal Electronics Inc. and Comcast Corporation
(incorporated by references to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 9, 2016 filed
on March 9, 2016 (File No. 0-21044))

*10.1

*10.2

*10.3

*10.4

*10.5

*10.6

*10.7

*10.8

*10.9

10.10

Form of Salary Continuation Agreement by and between Universal Electronics Inc. and certain employees
(incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed on March 30, 1998 (File No. 0-21044))

Form of Amendment to Salary Continuation Agreement by and between Universal Electronics Inc. and certain
employees (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, filed on March 30, 1998 (File No. 0-21044)) (paper file)

Form of Salary Continuation Agreement by and between Universal Electronics Inc. and certain employees
(incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 filed on March 30, 2000 (File No. 0-21044)) (paper file)

Form of Universal Electronics Inc. 1999A Nonqualified Stock Plan effective October 7, 1999 and subsequently
amended February 1, 2000 (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form
10-K for the year ended December 31, 1999 filed on March 30, 2000 (File No. 0-21044)) (paper file)

Form of Stock Option Agreement by and between Universal Electronics Inc. and certain employees used in
connection with options granted to the employees pursuant to the Universal Electronics Inc. 1999A Nonqualified
Stock Plan (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 filed on March 30, 2000 (File No. 0-21044)) (paper file)

Form of Universal Electronics Inc. 2003 Stock Incentive Plan (incorporated by reference to Appendix B to the
Company's Definitive Proxy Materials for the 2003 Annual Meeting of Stockholders of Universal Electronics Inc.
filed on April 28, 2003 (File No. 0-21044))

Form of Executive Officer Employment Agreement dated April 23, 2003 by and between Universal Electronics Inc.
and Paul D. Arling (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2003 filed on March 14, 2004 (File No. 0-21044))

Form of First Amendment to Executive Officer Employment Agreement dated October 21, 2005 by and between
Universal Electronics Inc. and Paul D. Arling (incorporated by reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2005 filed on March 16, 2006 (File No. 0-21044)) (paper
file)

Form of Universal Electronics Inc. 2006 Stock Incentive Plan (incorporated by reference to Appendix C to the
Company's Definitive Proxy Materials for the 2006 Annual Meeting of Stockholders of Universal Electronics Inc.
filed on April 26, 2006 (File No. 0-21044))

Form of Lease dated January 31, 2007 between FirstCal Industrial 2 Acquisition, LLC and Universal Electronics
Inc. (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2006 filed on March 16, 2007 (File No. 0-21044))

*10.11

Form of Indemnification Agreements, dated as of January 2, 2007 between the Company and each director and
certain officers of the Company (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2006 filed on March 16, 2007 (File No. 0-21044))

Table of Contents

Exhibit
Number

*10.12

10.13

10.14

Document Description

Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 4.5 to the Company's Form
S-8 Registration Statement filed on March 27, 2008 (File No. 333-149926))

Pledge Agreement dated November 1, 2010 between UEI Hong Kong Private Limited and Enson Assets Limited
to U.S. Bank National Association (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2010 filed on March 16, 2011 (File No. 0-21044))

Security Agreement dated November 1, 2010 from Universal Electronics Inc. to U.S. Bank National Association
(incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2010 filed on March 16, 2011 (File No. 0-21044))

*10.15 Universal Electronics Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix C to the Company's
Proxy Statement for its 2010 Annual Meeting of Stockholders filed on April 30, 2010 (File No. 0-21044))

*10.16

*10.17

*10.18

10.19

10.20

10.21

Form of Option Agreement used in connection with the Universal Electronics Inc. 2010 Stock Incentive Plan
(incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on July 5,
2011 (File No. 333-175345))

Form of Restricted Stock Unit Agreement used in connection with the Universal Electronics Inc. 2010 Stock Incentive
Plan (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed on July
5, 2011 (File No. 333-175345))

Form of Second Amendment to Executive Officer Employment Agreement dated February 29, 2008 by and between
Universal Electronics Inc. and Paul D. Arling (incorporated by reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2012 filed on March 14, 2013 (File No. 0-21044))

Acknowledgment and Agreement of Pledgor dated October 26, 2011 from UEI Hong Kong Private Limited
(incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2011 filed on March 14, 2012 (File No. 0-21044))

Standard Office Lease between Universal Electronics Inc. and The Realty Associates Fund VIII, L.P., dated May
11, 2012 (incorporated by references to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 11,
2012 filed on May 18, 2012 (File No. 0-21044))

Amended and Restated Credit Agreement dated October 2, 2012 between Universal Electronics Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2012 filed on March 14, 2013 (File No. 0-21044))

*10.22

Summary of Universal Electronics Inc. 2013 Director Compensation (incorporated by reference to Exhibit 10.34
to the Company's Annual Report on 10-K for the year ended December 31, 2013 filed on March 12, 2014 (File No.
0-21044))

*10.23 Universal Electronics Inc. 2003 Stock Incentive Plan, Universal Electronics Inc. Compensation Plan for Outside
Members of the Board of Directors (2001), and Universal Electronics Inc. 2004 Directors' Compensation Plan
(incorporated by reference to the Company's Registration Statement on Form S-8 filed on March 12, 2014 (File No.
333-194511))

*10.24 Universal Electronics Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company's

Registration Statement on Form S-8 filed on August 12, 2014 (File No. 333-198083))

*10.25

*10.26

10.27

10.28

Form of Option Agreement used in connection with the Universal Electronics Inc. 2014 Stock Incentive Plan
(incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on August 12,
2014 (File No. 333-198083))

Form of Restricted Stock Unit Agreement used in connection with the Universal Electronics Inc. 2014 Stock Incentive
Plan (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed on August
12, 2014 (File No. 333-198083))

First Amendment to Amended and Restated Credit Agreement dated October 9, 2014 between Universal Electronics
Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2014 filed on March 5, 2015 (File No. 0-21044))

Second Amendment to Amended and Restated Credit Agreement dated September 3, 2015 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 6, 2015 (File No.
0-21044))

Table of Contents

Exhibit
Number

10.29

10.30

10.31

10.32

10.33

*10.34

10.35

10.36

10.37

10.38

Document Description

Third Amendment to Amended and Restated Credit Agreement dated as of November 10, 2015 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.33 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 11, 2016 (File No. 0-21044))

Fourth Amendment to Amended and Restated Credit Agreement dated as of February 3, 2016 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.34 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 11, 2016 (File No. 0-21044))

Registration Rights Agreement dated March 9, 2016 between Universal Electronics Inc. and Comcast Corporation
(incorporated by references to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 9, 2016
filed on March 9, 2016 (File No. 0-21044))

Fifth Amendment to Amended and Restated Credit Agreement dated as of September 19, 2016 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 8, 2016 (File No.
0-21044))

Equity Transfer Agreement with Respect to Panyu Gemstar Project (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 8,
2016 (File No. 0-21044))

Employment and Separation Agreement and General Release made and entered into on October 26, 2016 between
Universal Electronics BV and Paul J.M. Bennett (incorporated by reference to Exhibit 10.34 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 9, 2017 (File No. 0-21044))

Sixth Amendment to Amended and Restated Credit Agreement dated as of January 18, 2017 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.35 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 9, 2017 (File No. 0-21044))

Seventh Amendment to Amended and Restated Credit Agreement dated as of April 14, 2017 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 9, 2017 (File No. 0-21044))

Eighth Amendment to Amended and Restated Credit Agreement dated as of May 5, 2017 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 9, 2017 (File No. 0-21044))

Ninth Amendment to Amended and Restated Credit Agreement dated as of June 20, 2017 between Universal
Electronics Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 8, 2017 (File No. 0-21044))

10.39

Second Amended and Restated Credit Agreement dated October 27, 2017 between Universal Electronics Inc. and
U.S. Bank National Association and Wells Fargo Bank, National Association (filed herewith)

14.1

21.1

23.1

24.1

31.1

31.2

32.1

32.2

Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2003 filed on March 14, 2004 (File No. 0-21044))

List of Subsidiaries of the Registrant (filed herewith)

Consent of Independent Registered Public Accounting Firm (filed herewith)

Power of Attorney (filed as part of the signature page hereto)

Rule 13a-14(a) Certifications of the Chief Executive Officer (filed herewith)

Rule 13a-14(a) Certifications of the Chief Financial Officer (principal financial officer and principal accounting
officer) (filed herewith)

Section 1350 Certifications of the Chief Executive Officer (furnished herewith)

Section 1350 Certifications of the Chief Financial Officer (principal financial officer and principal accounting
officer) (furnished herewith)

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

Table of Contents

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensation plan or arrangement identified pursuant to Items 15(a)(3) and 15(c) of Form

10-K.

ITEM 16. FORM 10-K SUMMARY

None.

Table of Contents

Pursuant to the requirement 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, in the City of Santa Ana, State of California.

SIGNATURES

UNIVERSAL ELECTRONICS INC.

By:

/s/ Paul D. Arling

Paul D. Arling

Chairman and Chief Executive Officer

Date:

March 12, 2018

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Paul D. Arling and Bryan M. Hackworth as true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and purposes as he might or may do in person, thereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his 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 capacities and on the dates indicated.

NAME & TITLE

SIGNATURE

DATE

Paul D. Arling
Chairman and Chief Executive Officer
(principal executive officer)

Bryan M. Hackworth
Chief Financial Officer
(principal financial officer and principal accounting officer)

Satjiv S. Chahil
Director

William C. Mulligan
Director

J. C. Sparkman
Director

Gregory P. Stapleton
Director

Carl E. Vogel
Director

Edward K. Zinser
Director

/s/ Paul D. Arling

March 12, 2018

/s/ Bryan M. Hackworth

March 12, 2018

/s/ Satjiv S. Chahil

March 12, 2018

/s/ William C. Mulligan

March 12, 2018

/s/ J.C. Sparkman

March 12, 2018

/s/ Gregory P. Stapleton

March 12, 2018

/s/ Carl E. Vogel

March 12, 2018

/s/ Edward K. Zinser

March 12, 2018

CORPORATE INFORMATION

ANNUAL MEETING OF STOCKHOLDERS

CERTIFICATIONS

June 4, 2018 4:00 p.m. PT
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707

Independent Registered
Public Accounting Firm
Grant Thornton LLP
Los Angeles, California

Registrar & Transfer Agent
Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
Shareholder Services: 1-800-962-4284

FORM 10-K

Investor Relations
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707

INTERNET USERS

WORLDWIDE HEADQUARTERS

Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707
USA

714-918-9500

REGIONAL HEADQUARTERS
UEI Hong Kong Private Ltd.
902-908, 9th Floor
One Harbourfront
18 Tak Fung Street
Hung Hom, Kowloon
Hong Kong, China

852-2634-1333

REGIONAL HEADQUARTERS
Universal Electronics BV
Colosseum 2
7521 PT, Enschede
The Netherlands

31-53-488-8000

Universal Electronics Inc. is an
equal opportunity employer.

44951_2017 Annual Report_Cover.indd 2

4/9/18 10:37 AM

Universal Electronics Inc.

201 E. Sandpointe Avenue, 8th Floor

Santa Ana, CA 92707

USA

714-918-9500

REGIONAL HEADQUARTERS
UEI Hong Kong Private Ltd.

902-908, 9th Floor

One Harbourfront

18 Tak Fung Street

Hung Hom, Kowloon

Hong Kong, China

852-2634-1333

REGIONAL HEADQUARTERS
Universal Electronics BV

Colosseum 2

7521 PT, Enschede

The Netherlands

31-53-488-8000

UEI.com

44951_2017 Annual Report_Cover.indd 1

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