UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)



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

For the quarterly period ended March 31, ~~2019~~2020



¨ ☐	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: 001-36127

______________________________

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

______________________________



Delaware		20-1945088
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~39550 Orchard Hill Place~~40300 Traditions Drive

~~Novi,~~ Northville, Michigan ~~48375~~48168

(Address of principal executive offices)

(Zip Code)

~~(248)~~ (248) 596-5900

(Registrant’s telephone number, including area code)

______________________________

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CPS	New York Stock Exchange

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. Yesý☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesý☒ No ¨☐

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 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	ý☒	Accelerated filer	¨☐
Non-accelerated filer	¨☐	Smaller reporting company	¨☐
		Emerging growth company	¨☐

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

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

As of ~~April 26, 2019,~~May 5, 2020, there were ~~17,522,372~~16,884,542 shares of the registrant’s common stock, $0.001 par value, outstanding.

COOPER-STANDARD HOLDINGS INC.

Form 10-Q

For the period ended March 31, ~~2019~~2020

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollar amounts in thousands except per share amounts)


	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019
Sales	$	880,038		$	967,391		$	654,890		$	877,995
Cost of products sold	762,490			796,511			611,747			762,490
Gross profit	117,548			170,880			43,143			115,505
Selling, administration & engineering expenses	86,974			80,440			70,671			86,974
Amortization of intangibles	3,775			3,406			4,450			3,775
Restructuring charges	17,715			7,125			7,276			17,715
Operating profit	9,084			79,909
Impairment of assets held for sale							74,079			—
Other impairment charges							977			—
Operating (loss) profit							(114,310		)	7,041
Interest expense, net of interest income	(11,932		)	(9,800		)	(10,237		)	(11,932		)
Equity in earnings of affiliates	2,358			1,687			1,431			2,358
Loss on refinancing and extinguishment of debt	—			(770		)
Other expense, net	(796		)	(1,719		)	(3,440		)	(796		)
(Loss) income before income taxes	(1,286		)	69,307
Income tax expense	2,331			11,891
Net (loss) income	(3,617		)	57,416
Loss before income taxes							(126,556		)	(3,329		)
Income tax (benefit) expense							(14,117		)	2,034
Net loss							(112,439		)	(5,363		)
Net loss (income) attributable to noncontrolling interests	157			(624		)	1,851			(52		)
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(3,460	)	$	56,792
Net loss attributable to Cooper-Standard Holdings Inc.							$	(110,588	)	$	(5,415	)

(Loss) earnings per share:
Loss per share:
Basic	$	(0.20	)	$	3.16		$	(6.55	)	$	(0.31	)
Diluted	$	(0.20	)	$	3.07		$	(6.55	)	$	(0.31	)

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollar amounts in thousands)



	Three Months Ended March 31,
	2020			2019
Net loss	$	(112,439	)	$	(5,363	)
Other comprehensive (loss) income:
Currency translation adjustment	(28,889		)	1,970
Benefit plan liabilities adjustment, net of tax	2,682			1,387
Fair value change of derivatives, net of tax	(10,076		)	1,253
Other comprehensive (loss) income, net of tax	(36,283		)	4,610
Comprehensive loss	(148,722		)	(753		)
Comprehensive loss (income) attributable to noncontrolling interests	2,358			(423		)
Comprehensive loss attributable to Cooper-Standard Holdings Inc.	$	(146,364	)	$	(1,176	)

Three Months Ended March 31,
2019 2018
Net (loss) income $ (3,617 ) $ 57,416
Other comprehensive income:
Currency translation adjustment 2,219
12,692
Benefit plan liabilities adjustment, net of tax 1,387
1,307
Fair value change of derivatives, net of tax 1,253
3,612
Other comprehensive income, net of tax 4,859
17,611
Comprehensive income 1,242
75,027
Comprehensive income attributable to noncontrolling interests (247 ) (1,573 )
Comprehensive income attributable to Cooper-Standard Holdings Inc. $ 995
$ 73,454

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)


	March 31, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	262,169		$	264,980		$	301,841		$	359,536
Accounts receivable, net	480,828			418,607			335,827			423,155
Tooling receivable	162,769			141,106
Tooling receivable, net							139,049			148,175
Inventories	186,272			175,572			168,036			143,439
Prepaid expenses	33,206			36,878			27,859			34,452
Other current assets	104,200			108,683			94,191			93,513
Assets held for sale	122,966			103,898			25,735			—
Total current assets	1,352,410			1,249,724			1,092,538			1,202,270
Property, plant and equipment, net	990,665			984,241			909,511			988,277
Operating lease right-of-use assets	92,508			—
Operating lease right-of-use assets, net							113,090			83,376
Goodwill	142,106			143,681			141,870			142,187
Intangible assets, net	95,611			99,602			74,306			84,369
Other assets	141,522			145,855			152,948			135,103
Total assets	$	2,814,822		$	2,623,103		$	2,484,263		$	2,635,582

Liabilities and Equity
Current liabilities:
Debt payable within one year	$	169,087		$	101,323		$	62,530		$	61,449
Accounts payable	452,979			452,320			357,003			426,055
Payroll liabilities	108,236			92,604			82,980			88,486
Accrued liabilities	107,707			98,907			120,383			119,841
Current operating lease liabilities	26,216			—			21,314			24,094
Liabilities held for sale	75,830			71,195			55,452			—
Total current liabilities	940,055			816,349			699,662			719,925
Long-term debt	738,077			729,805			744,745			746,179
Pension benefits	134,863			138,771			133,123			140,010
Postretirement benefits other than pensions	41,875			40,901			43,423			48,313
Long-term operating lease liabilities	68,905			—			90,947			60,234
Other liabilities	36,945			37,775			44,802			44,939
Total liabilities	1,960,720			1,763,601			1,756,702			1,759,600
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	—			—			—			—
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,587,709 shares issued and 17,521,900 shares outstanding as of March 31, 2019, and 19,620,546 shares issued and 17,554,737 outstanding as of December 31, 2018	17			17
Common stock, $0.001 par value, 190,000,000 shares authorized; 18,950,351 shares issued and 16,884,542 shares outstanding as of March 31, 2020, and 18,908,566 shares issued and 16,842,757 outstanding as of December 31, 2019							17			17
Additional paid-in capital	499,458			501,511			492,325			490,451
Retained earnings	565,864			576,025			507,287			619,448
Accumulated other comprehensive loss	(241,633		)	(246,088		)	(289,517		)	(253,741		)
Total Cooper-Standard Holdings Inc. equity	823,706			831,465			710,112			856,175
Noncontrolling interests	30,396			28,037			17,449			19,807
Total equity	854,102			859,502			727,561			875,982
Total liabilities and equity	$	2,814,822		$	2,623,103		$	2,484,263		$	2,635,582

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Dollar amounts in thousands except share amounts)



	Total Equity
	Common Shares	Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Cooper-Standard Holdings Inc. Equity			Noncontrolling Interests			Total Equity
Balance as of December 31, 2019	16,842,757	$	17	$	490,451	$	619,448		$	(253,741	)	$	856,175		$	19,807		$	875,982
Cumulative effect of change in accounting principle	—	—		—		(1,573		)	—			(1,573		)	—			(1,573		)
Share-based compensation, net	41,785	—		1,874		—			—			1,874			—			1,874
Net loss	—	—		—		(110,588		)	—			(110,588		)	(1,851		)	(112,439		)
Other comprehensive loss	—	—		—		—			(35,776		)	(35,776		)	(507		)	(36,283		)
Balance as of March 31, 2020	16,884,542	$	17	$	492,325	$	507,287		$	(289,517	)	$	710,112		$	17,449		$	727,561

Total Equity
Common Shares Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Cooper-Standard Holdings Inc. Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2018 17,554,737
$ 17
$ 501,511
$ 576,025
$ (246,088 ) $ 831,465
$ 28,037
$ 859,502
Cumulative effect of change in accounting principle —
—
—
(2,607 ) —
(2,607 ) —
(2,607 )
Repurchase of common stock (118,774 ) —
(2,057 ) (3,880 ) —
(5,937 ) —
(5,937 )
Share-based compensation, net 85,937
—
4
(214 ) —
(210 ) —
(210 )
Contribution from noncontrolling interests —
—
—
—
—
—
2,112
2,112
Net (loss) income —
—
—
(3,460 ) —
(3,460 ) (157 ) (3,617 )
Other comprehensive income —
—
—
—
4,455
4,455
404
4,859
Balance as of March 31, 2019 17,521,900
$ 17
$ 499,458
$ 565,864
$ (241,633 ) $ 823,706
$ 30,396
$ 854,102

Total Equity
Common Shares Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Cooper-Standard Holdings Inc. Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2017 17,914,599
$ 18
512,815
$ 511,367
$ (197,631 ) $ 826,569
$ 28,520
$ 855,089
Cumulative effect of change in accounting principle —
—
—
8,639
(8,639 ) —
—
—
Share-based compensation, net 151,288
—
(73 ) (4,714 ) —
(4,787 ) —
(4,787 )
Purchase of noncontrolling interest —
—
(2,682 ) —
—
(2,682 ) 312
(2,370 )
Net income —
—
—
56,792
—
56,792
624
57,416
Other comprehensive income —
—
—
—
16,662
16,662
949
17,611
Balance as of March 31, 3018 18,065,887
$ 18
$ 510,060
$ 572,084
$ (189,608 ) $ 892,554
$ 30,405
$ 922,959



	Total Equity
	Common Shares		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Cooper-Standard Holdings Inc. Equity			Noncontrolling Interests		Total Equity
Balance as of December 31, 2018	17,554,737		$	17	$	501,511		$	569,215		$	(245,937	)	$	824,806		$	26,669	$	851,475
Cumulative effect of change in accounting principle	—		—		—			(2,607		)	—			(2,607		)	—		(2,607		)
Repurchase of common stock	(118,774	)	—		(2,057		)	(3,880		)	—			(5,937		)	—		(5,937		)
Share-based compensation, net	85,937		—		4			(214		)	—			(210		)	—		(210		)
Contribution from noncontrolling interests	—		—		—			—			—			—			2,112		2,112
Net (loss) income	—		—		—			(5,415		)	—			(5,415		)	52		(5,363		)
Other comprehensive income	—		—		—			—			4,239			4,239			371		4,610
Balance as of March 31, 2019	17,521,900		$	17	$	499,458		$	557,099		$	(241,698	)	$	814,876		$	29,204	$	844,080

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)


	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019
Operating Activities:
Net (loss) income	$	(3,617	)	$	57,416
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss							$	(112,439	)	$	(5,363	)
Adjustments to reconcile net loss to net cash used in operating activities:							Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	32,830			32,853			33,313			32,830
Amortization of intangibles	3,775			3,406			4,450			3,775
Impairment of assets held for sale							74,079			—
Other impairment charges							977			—
Share-based compensation expense	3,186			3,875			2,374			3,186
Equity in earnings of affiliates, net of dividends related to earnings	2,559			2,821			3,814			2,559
Loss on refinancing and extinguishment of debt	—			770
Deferred income taxes							(20,191		)	(964		)
Other	531			1,242			1,138			1,495
Changes in operating assets and liabilities	(41,112		)	(112,939		)	10,455			(39,366		)
Net cash used in operating activities	(1,848		)	(10,556		)	(2,030		)	(1,848		)
Investing activities:
Capital expenditures	(59,633		)	(67,858		)	(50,591		)	(59,633		)
Acquisition of businesses, net of cash acquired	(452		)	(3,223		)	—			(452		)
Proceeds from sale of fixed assets and other	102			889			482			102
Net cash used in investing activities	(59,983		)	(70,192		)	(50,109		)	(59,983		)
Financing activities:
Principal payments on long-term debt	(1,012		)	(887		)	(1,498		)	(1,012		)
Increase (decrease) in short-term debt, net	65,791			(1,123		)
Purchase of noncontrolling interests	—			(2,450		)
Increase in short-term debt, net							3,021			65,791
Repurchase of common stock	(6,550		)	—			—			(6,550		)
Taxes withheld and paid on employees' share-based payment awards	(2,706		)	(9,621		)	(512		)	(2,706		)
Contribution from noncontrolling interest and other	1,827			(881		)
Net cash provided by (used in) financing activities	57,350			(14,962		)
Other							(625		)	1,827
Net cash provided by financing activities							386			57,350
Effects of exchange rate changes on cash, cash equivalents and restricted cash	1,477			(69		)	(6,200		)	1,477
Changes in cash, cash equivalents and restricted cash	(3,004		)	(95,779		)	(57,953		)	(3,004		)
Cash, cash equivalents and restricted cash at beginning of period	267,399			518,461			361,742			267,399
Cash, cash equivalents and restricted cash at end of period	$	264,395		$	422,682		$	303,789		$	264,395

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
	Balance as of						Balance as of
	March 31, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Cash and cash equivalents	$	262,169		$	264,980		$	301,841		$	359,536
Restricted cash included in other current assets	20			18			13			12
Restricted cash included in other assets	2,206			2,401			1,935			2,194
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	264,395		$	267,399		$	303,789		$	361,742

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

1. Overview

Basis of Presentation

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, and fluid transfer systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

During the first quarter of 2019 and in prior periods, the Company also operated an anti-vibration systems (“AVS”) product line. ~~Subsequent to the end of the first quarter, on~~On April 1, 2019, the Company completed the divestiture of its ~~anti-vibration systems~~AVS product line. ~~See Note 3. "Acquisitions and Divestitures" and Note 4. "Assets Held for Sale".~~

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, ~~2019~~2020 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Immaterial Correction of Errors

During the year ended December 31, 2019, the Company identified errors primarily related to periods prior to fiscal year 2019. The Company concluded these errors were not material individually or in the aggregate to any of the previously reported periods and, therefore, amendments of previously filed reports were not required. Corrections were made to the applicable prior periods reflected in the financial information herein.

The following table presents the impact of these corrections on the Company’s condensed consolidated statements of operations:



	Three Months Ended March 31, 2019
	As previously reported			Adjustment			As corrected
Sales	$	880,038		$	(2,043	)	$	877,995
Income tax expense	2,331			(297		)	2,034
Net income (loss) attributable to noncontrolling interests	157			(209		)	(52		)
Net loss attributable to Cooper-Standard Holdings Inc.	(3,460		)	(1,955		)	(5,415		)

Earnings (loss) per share:
Basic	$	(0.20	)	$	(0.11	)	$	(0.31	)
Diluted	$	(0.20	)	$	(0.11	)	$	(0.31	)

The following table presents the impact of these corrections on the Company’s condensed consolidated statements of comprehensive income (loss):



	Three Months Ended March 31, 2019
	As previously reported			Adjustment			As corrected
Currency translation adjustment	$	2,219		$	(249	)	$	1,970
Comprehensive loss (income) attributable to noncontrolling interests	(247		)	(176		)	(423		)
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc.	995			(2,171		)	(1,176		)

The impact of these corrections on the balance as of March 31, 2019 in the Company’s condensed consolidated statements of changes in equity includes a decrease to total equity of $10,022, which consists of a decrease to retained earnings of $8,765, increase to accumulated other comprehensive loss of $65, and decrease to noncontrolling interests of $1,192.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

For the three months ended March 31, 2019, the impact of these corrections on the condensed consolidated statement of cash flow included a $1,746 decrease in net income offset by an increase of $1,746 in changes in operating assets and liabilities, resulting in no impact to net cash provided by operating activities.

2. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU ~~2016-02, Leases~~2016-13, Financial Instruments — Credit Losses (Topic ~~842)~~326)

On January 1, ~~2019,~~2020, the Company adopted Accounting Standards Codification (“ASC”) ~~842,~~ ~~Leases~~,326, Financial Instruments – Credit Losses, and all related amendments using the modified retrospective method whereby the cumulative effect of adopting the standard was recognized in equity at the date of initial application. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The most prominent among the changes in the standard is the ~~recognition~~consideration of ~~right-of-use assets~~losses not yet incurred, but expected, based on current conditions and ~~lease liabilities for all leases (except for short-term leases). The Company made a policy election for all asset classes to exclude~~future forecasts. Adoption of the balance sheet recognition of leases with a lease term, at lease commencement, of 12 months or less and no purchase option reasonably certain to be exercised. The standard also requires additional disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from lease transactions. The new standard resulted in ~~a material~~an immaterial increase in ~~right-of-use assets and lease liabilities~~the allowance for credit losses, which decreased the tooling receivable on the Company’s condensed consolidated balance sheet ~~beginning~~ in ~~2019, and~~2020. The increase in credit loss expense was recorded as an adjustment to the opening balance of retained earnings. Adoption of the new standard had no impact on ~~our~~the Company’s condensed consolidated ~~income~~ statement of operations or toon cash ~~from~~provided by (used in) operating, financing or investing activities on ~~our~~its condensed consolidated cash flow statements.

The cumulative effects of the changes made to the Company’s condensed consolidated balance sheet as of January 1, 2020 were as follows:



	Balance as of December 31, 2019		Adjustments due to adoption of ASC 326			Balance as of January 1, 2020

Tooling receivable, net	$	148,175	$	(1,573	)	$	146,602
Retained earnings	619,448		(1,573		)	617,875

The Company adopted the following Accounting Standard Updates (“ASU”) during the three months ended March 31, 2020, which did not have a material impact on its condensed consolidated financial statements:



Standard	Description	Effective Date
ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract	Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.	January 1, 2020
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting	Provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.	January 1, 2020

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

The difference between the lease assets and lease liabilities was recorded as an adjustment to the opening balance of retained earnings. The cumulative effects of the changes made to the Company’s condensed consolidated balance sheet as of January 1, 2019 were as follows:

Balance as of December 31, 2018 Adjustments due to adoption of ASC 842 Balance as of January 1, 2019

Prepaid expenses $ 36,878
$ (2,704 ) $ 34,174
Assets held for sale 103,898
9,559
113,457
Operating lease right-of-use assets —
102,268
102,268
Accrued liabilities 98,907
(336 ) 98,571
Current operating lease liabilities —
27,229
27,229
Liabilities held for sale 71,195
9,561
80,756
Long-term operating lease liabilities —
75,276
75,276
Retained earnings 576,025
(2,607 ) 573,418

~~The following table summarizes the impact of adopting the new standard on the Company’s condensed consolidated balance sheet as of March 31, 2019.~~

March 31, 2019
Assets held for sale $ 9,136
Operating lease right-of-use assets 92,508
Current operating lease liabilities 26,216
Liabilities held for sale 8,884
Long-term operating lease liabilities 68,905

The Company elected the package of practical expedients on existing leases as of the effective date which permits the Company to carry forward lease classification and not reassess existing contracts in order to determine if the contracts contain a lease. The Company did not elect the hindsight practical expedient. Additionally, the Company elected the practical expedient to not reassess whether any expired or existing land easements contain leases.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~The Company adopted the following Accounting Standard Updates (“ASU”) during the three months ended March 31, 2019, which related to the fair value and financial instruments footnote disclosures:~~



~~Standard~~	~~Description~~	~~Impact~~	~~Effective Date~~
~~ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~	Eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item.	~~Adoption resulted in the removal of the disclosure of the ineffective portion of the gain (loss) reclassified from Accumulated Other Comprehensive Income (“AOCI”) to income.~~	~~January 1, 2019~~
~~ASU 2018-16,~~ ~~Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting~~	Adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes.	~~No impact~~	~~January 1, 2019~~

~~Recently Issued Accounting Pronouncements~~

~~The Company considered the recently issued accounting pronouncement summarized as follows, which could have a material impact on its condensed consolidated financial statements or disclosures:~~



~~Standard~~	~~Description~~	~~Impact~~	~~Effective Date~~
~~ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~	~~This amendment modifies the disclosure requirements for ASC Topic 820 by removing and modifying existing disclosure requirements as well as adding new disclosures.~~	The Company is undertaking a comprehensive evaluation of the impacts of adopting this standard and expects that the adoption of this standard will primarily result in additional quantitative disclosures for Level 3 fair value measurements.	~~January 1, 2020~~

3. ~~Acquisitions and Divestitures~~

~~AMI Acquisition~~

In the first quarter of 2018, the Company finalized its purchase of 100% equity interest of the China fuel and brake business of AMI Industries (“AMI China”) for cash consideration of $3,900. This acquisition directly aligns with the Company’s growth strategy by expanding the Company’s fuel and brake business. The results of operations of AMI China are included in the Company’s condensed consolidated financial statements from the date of acquisition, February 1, 2018, and reported within the Asia Pacific segment. The pro forma effect of this acquisition would not have materially impacted the Company’s reported results for any periods presented, and as a result no pro forma information has been presented. This acquisition was accounted for as a business combination, with the total purchase price allocated using information available. The fair value of identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred by an immaterial amount.

~~INOAC Acquisition~~

Also in the first quarter of 2018, the Company purchased the remaining 49% equity interest of Cooper-Standard INOAC Pte. Ltd., a fluid transfer systems joint venture, at a purchase price of $2,450. This acquisition was accounted for as an equity transaction. Subsequent to the transaction, the Company owns 100% of the equity interests of Cooper-Standard INOAC Pte. Ltd.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~Lauren Acquisition~~

In the third quarter of 2018, the Company acquired the assets and liabilities of Lauren Manufacturing and Lauren Plastics (together, “Lauren”), extruders and molders of organic, silicone, thermoplastic and engineered polymer products with expertise in sealing solutions, to further expand the Company’s Industrial and Specialty Group and non-automotive and adjacent markets. The base purchase price of the acquisition was $92,700, which is subject to certain adjustments. The results of operations of Lauren are included in the Company’s condensed consolidated financial statements from the date of acquisition and reported within the North America segment. The pro forma effect of this acquisition would not have materially impacted the Company’s reported results for any periods presented, and as a result no pro forma information has been presented. This acquisition was accounted for as a business combination, resulting in the recognition of intangible assets of $34,810 and tax deductible goodwill of $26,080. The total purchase price was allocated on a preliminary basis which is subject to change as the Company finalizes application of opening balance sheet adjustments. Since completion of initial estimates in the third quarter of 2018, the Company has recorded insignificant measurement period adjustments to increase the provisional identifiable net assets acquired, which resulted in a decrease to goodwill.

~~LS Mtron Automotive Parts Acquisition~~

In the fourth quarter of 2018, the Company acquired 80.1% of LS Mtron Ltd.’s automotive parts business, now named Cooper Standard Automotive and Industrial, Inc. The acquisition adds jounce brake lines and charge air cooling technology to the Company’s automotive fluid transfer, and fuel and brake delivery systems product lines and further expands core product offerings. The base purchase price was approximately $25,750, subject to certain adjustments. The noncontrolling interest was determined to have a fair value of $6,400. The results of operations of Cooper Standard Automotive and Industrial, Inc., are included in the Company’s condensed consolidated financial statements from the date of acquisition and reported within the Asia Pacific segment. The pro forma effect of this acquisition would not have materially impacted the Company’s reported results for any periods presented, and as a result no pro forma information has been presented. This acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis which is subject to change as the Company continues its review of potential purchase price adjustments during the measurement period. The fair value of identifiable assets acquired and liabilities assumed approximated the fair value of the consideration transferred. Since completion of initial estimates in the fourth quarter of 2018, the Company has recorded insignificant measurement period adjustments due to working capital adjustments, which resulted in an increase to the base purchase price.

~~Hutchings Automotive Products Acquisition~~

In the fourth quarter of 2018, the Company acquired the assets and liabilities of Hutchings Automotive Products, LLC (“Hutchings”), a North American supplier of high quality fluid carrying products for automotive powertrain and coolant systems applications. The base purchase price was approximately $42,100, subject to certain adjustments. The results of operations of Hutchings are included in the Company's condensed consolidated financial statements from the date of acquisition and reported within the North America segment. The pro forma effect of this acquisition would not have materially impacted the Company’s reported results for any periods presented, and as a result no pro forma information has been presented. This acquisition was accounted for as a business combination, resulting in the recognition of intangible assets of $11,100 and tax deductible goodwill of $5,200. The total purchase price was allocated on a preliminary basis which is subject to change as the Company continues its review of potential purchase price adjustments during the measurement period.

~~Subsequent Event~~

~~On April 1, 2019, the Company completed the divestiture of its anti-vibration systems product line. The sale price was $265,500, subject to certain adjustments. See Note 4. "Assets~~Assets Held for ~~Sale".~~Sale and Divestiture

4. Assets Held for Sale

In the ~~third~~fourth quarter of ~~2018,~~2019, management approved a plan to sell ~~the anti-vibration systems (“AVS”) product line~~certain manufacturing facilities within its ~~North America,~~ Europe and Asia Pacific segments. The ~~business~~Company expects to sell the manufacturing facilities in the second quarter of 2020. The manufacturing facilities and ~~its~~the associated assets and liabilities met the criteria for presentation as held for sale as of ~~September 1, 2018,~~March 31, 2020, and as such, the assets and liabilities associated with the transaction are separately classified as held for sale in the condensed consolidated balance sheet ~~as of March 31, 2019~~ and depreciation of long-lived assets ceased. The planned divestiture did not meet the criteria for presentation as a discontinued operation.

~~On November 2, 2018,~~The major classes of assets and liabilities held for sale were as follows:



	March 31, 2020
Accounts receivable, net	$	17,171
Tooling receivable, net	3,508
Inventories	18,157
Prepaid expenses	3,519
Other current assets	9,817
Property, plant and equipment, net	38,691
Operating lease right-of-use assets, net	2,782
Intangible assets, net	4,981
Other assets	1,188
Impairment of carrying value	(74,079		)
Total assets held for sale	$	25,735

Accounts payable	$	29,341
Payroll liabilities	5,642
Accrued liabilities	9,137
Current operating lease liabilities	955
Pension benefits	3,461
Postretirement benefits other than pensions	2,715
Long-term operating lease liabilities	2,363
Other liabilities	1,838
Total liabilities related to assets held for sale	$	55,452

Upon meeting the criteria for held for sale classification, the Company ~~entered into~~recorded a ~~definitive agreement~~non-cash impairment charge of $74,079 to ~~divest~~reduce the carrying value of the held for sale entities to fair value less costs to sell. Fair value, which is categorized within Level 3 of the fair value hierarchy, was determined using a market approach, estimated based on expected proceeds. The fair value less cost to sell must be assessed each reporting period that the asset group remains classified as held for sale.

The impairment charge, which is subject to adjustments as the transaction is finalized, includes the anticipated release of non-cash cumulative foreign currency translation losses, which were included as part of the carrying value of the held for sale entities. These losses will be reclassified from accumulated other comprehensive loss to net income (loss) upon closure of the transaction.

Divestiture

During the first quarter of 2019 and in prior periods, the Company also operated an AVS product line. ~~Subsequent to the end of the first quarter, on~~On April 1, 2019, the Company completed its sale of the AVS product line to Continental AG. ~~The total sale price~~

Subsequent Event

Subsequent to the end of the ~~transaction was $265,500,~~Company's first quarter, on May 7, 2020, the Company entered into a definitive agreement to divest certain manufacturing facilities within its Europe and Asia Pacific segments. The planned divestiture of the facilities is expected to close in the second quarter of 2020 and is subject to ~~certain adjustments. The estimated net cash proceeds after taxes~~customary closing conditions, including regulatory and ~~transaction-related expenses and fees are expected to be approximately $220,000 to $225,000.~~third-party approvals.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

4. Revenue

Revenue is recognized for manufactured parts at a point in time, generally when products are shipped or delivered. The ~~major classes~~Company usually enters into agreements with customers to produce products at the beginning of ~~assets~~a vehicle’s life. Blanket purchase orders received from customers and ~~liabilities held~~related documents generally establish the annual terms, including pricing, related to a vehicle model. Customers typically pay for ~~sale were~~parts based on customary business practices with payment terms generally between 30 and 90 days.

Revenue by customer group for the three months ended March 31, 2020 was as follows:



	North America		Europe		Asia Pacific		South America		Corporate, Eliminations and Other		Consolidated
Passenger and Light Duty	$	325,982	$	170,781	$	78,742	$	20,439	$	—	$	595,944
Commercial	3,178		5,557		546		10		1,134		10,425
Other	5,641		8,904		56		22		33,898		48,521
Revenue	$	334,801	$	185,242	$	79,344	$	20,471	$	35,032	$	654,890

March 31, 2019 December 31, 2018
Accounts receivable, net $ 47,613
$ 35,498
Tooling receivable 1,976
3,797
Inventories 14,149
13,774
Prepaid expenses 1,474
1,759
Other current assets 939
1,197
Property, plant and equipment, net 30,846
31,148
Operating lease right-of-use assets 9,136
—
Goodwill 13,500
13,500
Other assets 3,333
3,225
Total assets held for sale $ 122,966
$ 103,898

Accounts payable $ 41,546
$ 38,065
Payroll liabilities —
6,826
Accrued liabilities 573
1,000
Current operating lease liabilities 1,617
—
Pension benefits 15,993
15,894
Postretirement benefits other than pensions 8,696
9,281
Long-term operating lease liabilities 7,267
—
Other liabilities 138
129
Total liabilities related to assets held for sale $ 75,830
$ 71,195

~~5. Revenue~~

Revenue by customer group for the three months ended March 31, 2019 was as follows:

North America Europe Asia Pacific South America Consolidated
Automotive $ 436,866
$ 225,451
$ 127,398
$ 23,192
$ 812,907
Commercial 6,339
8,425
—
23
14,787
Other 31,502
20,723
97
22
52,344
Revenue $ 474,707
$ 254,599
$ 127,495
$ 23,237
$ 880,038

~~Revenue by customer group for the three months ended March 31, 2018 was as follows:~~


	North America		Europe		Asia Pacific		South America		Consolidated		North America		Europe		Asia Pacific		South America		Corporate, Eliminations and Other		Consolidated
Automotive	$	488,737	$	260,656	$	149,169	$	26,450	$	925,012
Passenger and Light Duty											$	436,866	$	225,451	$	125,355	$	23,192	$	—	$	810,864
Commercial	5,353		9,580		6		145		15,084		5,792		8,425		—		23		547		14,787
Other	5,088		22,165		—		42		27,295		5,060		8,524		97		22		38,641		52,344
Revenue	$	499,178	$	292,401	$	149,175	$	26,637	$	967,391	$	447,718	$	242,400	$	125,452	$	23,237	$	39,188	$	877,995

The ~~automotive~~passenger and light duty group consists of sales to automotive OEMs and automotive suppliers, while the commercial group represents sales to OEMs of on- and off-highway commercial equipment and vehicles. The other customer group includes sales related to specialty and adjacent markets.

Substantially all of the Company’s revenues were generated from sealing, fuel and brake delivery, fluid transfer and anti-vibration systems for use in passenger vehicles and light trucks manufactured by global OEMs. On April 1, 2019, the Company completed the divestiture of its AVS product line.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

A summary of the Company’s products ~~as of March 31, 2019~~ is as follows:



Product Line		Description
Sealing Systems		Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment
Fuel & Brake Delivery Systems		Sense, deliver and control fluids to fuel and brake systems
Fluid Transfer Systems		Sense, deliver and control fluids and vapors for optimal powertrain & HVAC operation
Anti-Vibration Systems (Divested on April 1, 2019)		Control and isolate vibration and noise in the vehicle to improve ride and handling

Revenue by product line for the three months ended March 31, ~~2019~~2020 was as follows:



	North America		Europe		Asia Pacific		South America		Corporate, Eliminations and Other		Consolidated
Sealing systems	$	124,556	$	127,246	$	49,024	$	13,549	$	—	$	314,375
Fuel and brake delivery systems	104,934		28,562		19,818		5,747		—		159,061
Fluid transfer systems	105,311		21,945		10,502		1,175		—		138,933
Other	—		7,489		—		—		35,032		42,521
Consolidated	$	334,801	$	185,242	$	79,344	$	20,471	$	35,032	$	654,890

North America Europe Asia Pacific South America Consolidated
Sealing systems $ 156,516
$ 155,560
$ 85,490
$ 17,828
$ 415,394
Fuel and brake delivery systems 131,703
35,298
25,191
5,335
197,527
Fluid transfer systems 113,448
22,798
15,361
74
151,681
Anti-vibration systems 56,457
20,649
1,453
—
78,559
Other 16,583
20,294
—
—
36,877
Consolidated $ 474,707
$ 254,599
$ 127,495
$ 23,237
$ 880,038

~~Revenue by product line for the three months ended March 31, 2018 was as follows:~~

North America Europe Asia Pacific South America Consolidated
Sealing systems $ 172,811
$ 184,452
$ 117,890
$ 19,909
$ 495,062
Fuel and brake delivery systems 138,801
38,953
22,095
6,603
206,452
Fluid transfer systems 119,673
23,009
6,614
125
149,421
Anti-vibration systems 67,521
21,182
2,576
—
91,279
Other 372
24,805
—
—
25,177
Consolidated $ 499,178
$ 292,401
$ 149,175
$ 26,637
$ 967,391

~~Performance Obligations~~

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue. The Company has one major performance obligation category: manufactured parts.

A contract’s transaction price is allocated to each distinct performance obligation and recognized when the performance obligation is satisfied. It is not unusual for the Company’s contracts to include multiple performance obligations. For such contracts, the Company generally allocates the contract’s transaction price to each performance obligation based on the purchase order or other arranged pricing.

~~The Company recognizes revenue at a point in time, generally when products are shipped or delivered. The point at which revenue is recognized often depends on the shipping terms.~~

The Company usually enters into agreements with customers to produce products at the beginning of a vehicle’s life. Blanket purchase orders received from customers and related documents generally establish the annual terms, including pricing, related to a vehicle model. Although purchase orders do not usually specify quantities, fulfillment of customers’ purchasing requirements can be the Company’s obligation for the entire production life of the vehicle. These agreements generally may be terminated by the Company’s customer at any time, but such cancellations have historically been minimal. Customers typically pay for parts based on customary business practices with payment terms generally between 30 and 90 days. The Company has no significant financing arrangements with customers.

The Company applies the optional exemption to forgo disclosing information about its remaining performance obligations because its contracts usually have an original expected duration of one year or less. It also applies an accounting policy to treat shipping and handling costs that are incurred after revenue is recognizable as a fulfillment activity by expensing such costs as incurred, instead of as a separate performance obligation. This approach is consistent with the Company’s

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~historical accounting practices. The Company has chosen to present revenue net of sales and other similar taxes, which is also consistent with its historical accounting practices.~~Revenue by product line for the three months ended March 31, 2019 was as follows:



	North America		Europe		Asia Pacific		South America		Corporate, Eliminations and Other		Consolidated
Sealing systems	$	145,646	$	155,391	$	83,529	$	17,829	$	—	$	402,395
Fuel and brake delivery systems	131,703		35,298		25,168		5,335		—		197,504
Fluid transfer systems	113,448		22,798		15,302		73		—		151,621
Anti-vibration systems	56,457		20,649		1,453		—		—		78,559
Other	464		8,264		—		—		39,188		47,916
Consolidated	$	447,718	$	242,400	$	125,452	$	23,237	$	39,188	$	877,995

Contract Estimates

The amount of revenue recognized is usually based on the purchase order price and adjusted for variable consideration, including pricing concessions. The Company accrues for pricing concessions by reducing revenue as products are shipped or delivered. The accruals are based on historical experience, anticipated performance and management’s best judgment. The Company also generally has ongoing adjustments to customer pricing arrangements based on the content and cost of its products. Such pricing accruals are adjusted as they are settled with customers. Customer returns are usually related to quality or shipment issues and are recorded as a reduction of revenue. The Company generally does not recognize significant return obligations due to their infrequent nature.

Contract Balances

The Company’s contract assets consist of unbilled amounts associated with variable pricing arrangements in its Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. ~~Changes~~Contract assets were not materially impacted by any other factors during the three months ended March 31, ~~2019 were not materially impacted by any other factors.~~2020.

The Company’s contract liabilities consist of advance payments received and due from customers. Net contract assets (liabilities) consisted of the following:



	March 31, 2020			December 31, 2019			Change
Contract assets	$	9,130		$	1,100		$	8,030
Contract liabilities	(43		)	(61		)	18
Net contract assets	$	9,087		$	1,039		$	8,048

March 31, 2019 December 31, 2018 Change
Contract assets $ 11,934
$ 14,757
$ (2,823 )
Contract liabilities (135 ) (143 ) 8
Net contract assets (liabilities) $ 11,799

$ 14,614

$ (2,815 )

Other

The Company at times enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period the commitment is made. Amounts related to commitments of future payments to customers on the condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019 were current liabilities of $11,954 and $12,916, respectively, and long-term liabilities of $7,360 and $9,502, respectively.

The Company provides assurance-type warranties to its customers. Such warranties provide customers with assurance that the related product will function as intended and complies with any agreed-upon specifications, and are recognized in costs of products sold.

6.5. Restructuring

On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), other related exit costs and asset impairments related to restructuring activities. Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Restructuring expense by segment for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 was as follows:



	Three Months Ended March 31,
	2020		2019
North America	$	3,703	$	5,208
Europe	2,193		6,103
Asia Pacific	133		2,513
South America	1,202		16
Total Automotive	7,231		13,840
Corporate and other	45		3,875
Total	$	7,276	$	17,715

Three Months Ended March 31,
2019 2018
North America $ 7,133
$ 1,104
Europe 7,553
5,529
Asia Pacific 2,886
438
South America 143
54
Total $ 17,715
$ 7,125

Restructuring activity for the three months ended March 31, ~~2019~~2020 was as follows:



	Employee Separation Costs			Other Exit Costs			Total
Balance as of December 31, 2019	$	22,990		$	4,005		$	26,995
Expense	4,415			2,861			7,276
Cash payments	(6,362		)	(3,037		)	(9,399		)
Foreign exchange translation and other	(626		)	(38		)	(664		)
Balance as of March 31, 2020	$	20,417		$	3,791		$	24,208

Employee Separation Costs Other Exit Costs Total
Balance as of December 31, 2018 $ 9,398
$ 3,829
$ 13,227
Expense 14,177
3,538
17,715
Cash payments (4,798 ) (2,107 ) (6,905 )
Foreign exchange translation and other (168 ) (520 ) (688 )
Balance as of March 31, 2019 $ 18,609
$ 4,740
$ 23,349

7.6. Inventories

Inventories consist of the following:



	March 31, 2020		December 31, 2019
Finished goods	$	54,135	$	57,070
Work in process	36,741		33,753
Raw materials and supplies	77,160		52,616
	$	168,036	$	143,439

March 31, 2019 December 31, 2018
Finished goods $ 55,061
$ 50,999
Work in process 43,127
37,815
Raw materials and supplies 88,084
86,758
$ 186,272
$ 175,572

8.7. Leases

~~On January 1, 2019, the Company adopted ASC 842,~~ ~~Leases, and all related amendments using the modified retrospective method.~~ The Company ~~determines if an arrangement is a lease at inception.~~primarily has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities on the Company’s condensed consolidated balance sheet as of March 31, ~~2019.~~2020. Finance leases are included in property, plant and equipment, net, debt payable within one year, and long-term debt on the Company’s condensed consolidated balance sheets.

~~Lease right-of-use assets are recognized at commencement date based upon the present value of the remaining future minimum lease payments over the lease term.~~ The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that it will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based upon information available at the commencement date to determine the present value of future lease payments. The Company applies the portfolio approach for the incremental borrowing rate on its leases based upon similar lease terms and payments. The lease right-of-use asset also includes lease payments made in advancecomponents of lease ~~commencement and excludes lease incentives. Operating lease~~ expense ~~for minimum lease payments is recognized on a straight-line basis over the lease term.~~

The Company has lease agreements with lease and non-lease components. For real estate leases, these components are accounted for separately, while for equipment leases commencing on or after January 1, 2019, the Company accounts for the lease and non-lease componentswere as ~~a single lease component.~~follows:



	Three Months Ended March 31,
	2020		2019
Operating lease expense	$	8,605	$	8,680
Short-term lease expense	1,010		679
Variable lease expense	250		215
Finance lease expense:
Amortization of right-of-use assets	681		443
Interest on lease liabilities	385		455
Total lease expense	$	10,931	$	10,472

Variable lease cost includes payments based upon changes in a rate or index, such as consumer price indexes, as well as usage of the leased asset. Short-term lease cost includes leases with terms, at lease commencement, of 12 months or less and no purchase option reasonably certain to be exercised, including leases with a duration of one month or less. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

The Company primarily has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. The Company’s leases have remaining lease terms of less than one year to 15 years, some of which may include one or more options to extend the leases for up to five years for each renewal. As of March 31, 2019, assets recorded under finance leases, net of accumulated depreciation were $21,643, which includes $62 held for sale.

~~The components of lease expense were as follows:~~

Three Months Ended March 31, 2019
Operating lease cost $ 8,680
Short-term lease cost 679
Variable lease cost 215
Finance lease cost:
Amortization of right-of-use assets 443
Interest on lease liabilities 455
Total lease cost $ 10,472

Other information related to leases was as follows:



	Three Months Ended March 31,
	2020			2019
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	7,933		$	8,656
Operating cash flows for finance leases	410			323
Financing cash flows for finance leases	648			267
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases	37,205			164
Finance leases	61			9,452

Weighted Average Remaining Lease Term (in years)
Operating leases	8.2			5.5
Finance leases	11.1			12.0

Weighted Average Discount Rate
Operating leases	5.3		%	4.7		%
Finance leases	6.1		%	9.6		%

Three Months Ended March 31, 2019
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows for operating leases $ 8,656
     Operating cash flows for finance leases 323
     Financing cash flows for finance leases 267
Non-cash right-of-use assets obtained in exchange for lease obligations:
     Operating leases 164
     Finance leases 9,452

Weighted Average Remaining Lease Term (in years)
Operating leases 5.5
Finance leases 12.0

Weighted Average Discount Rate
Operating leases 4.7 %
Finance leases 9.6 %

Future minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows:



Year	Operating Leases			Finance Leases
Remainder of 2020	$	21,117		$	2,696
2021	23,120			3,543
2022	18,019			3,301
2023	15,143			3,047
2024	12,385			3,190
Thereafter	56,959			23,988
Total future minimum lease payments	146,743			39,765
Less imputed interest	(31,164		)	(11,059		)
Total	$	115,579		$	28,706

Amounts recognized on the condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019 were as follows:



	March 31, 2020		December 31, 2019
Operating Leases
Assets held for sale	$	2,782	$	—
Operating lease right-of-use assets, net	113,090		83,376
Current operating lease liabilities	21,314		24,094
Liabilities held for sale	3,318		—
Long-term operating lease liabilities	90,947		60,234

Finance Leases
Debt payable within one year	2,284		2,343
Long-term debt	26,422		27,430

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows:~~

Year Operating Leases Finance Leases
Remainder of 2019 $ 24,480
$ 2,056
2020 25,444
2,920
2021 17,580
2,717
2022 13,649
2,544
2023 11,844
2,305
Thereafter 25,897
21,494
Total future minimum lease payments 118,894
34,036
Less imputed interest (14,889 ) (14,006 )
Total $ 104,005
$ 20,030

Amounts recognized in the condensed consolidated balance sheet as of March 31, 2019
Debt payable within one year $ —
$ 1,937
Current operating lease liabilities 26,216
—
Liabilities held for sale 8,884
48
Long-term debt —
18,045
Long-term operating lease liabilities 68,905
—
$ 104,005
$ 20,030

As of March 31, 2020 and December 31, 2019, assets recorded under finance leases, net of accumulated depreciation were $31,705 and $32,571, respectively. As of March 31, 2020, the Company had additional operating leases, primarily for real estate, that have not yet commenced with undiscounted lease payments of approximately ~~$55,323.~~$1,725. These operating leases will commence ~~between 2019 and~~in 2020 with lease terms up to 1510 years.

9.8. Property, Plant and Equipment

Property, plant and equipment consists of the following:



	March 31, 2020			December 31, 2019
Land and improvements	$	56,571		$	66,670
Buildings and improvements	278,531			310,797
Machinery and equipment	1,163,390			1,204,457
Construction in progress	149,995			161,951
	1,648,487			1,743,875
Accumulated depreciation	(738,976		)	(755,598		)
Property, plant and equipment, net	$	909,511		$	988,277

March 31, 2019 December 31, 2018
Land and improvements $ 72,210
$ 72,931
Buildings and improvements 314,061
313,722
Machinery and equipment 1,097,801
1,076,369
Construction in progress 194,401
192,533
1,678,473
1,655,555
Accumulated depreciation (687,808 ) (671,314 )
Property, plant and equipment, net $ 990,665
$ 984,241
Due to the deterioration of financial results in a certain Asia Pacific location, the Company recorded an impairment charge of $977 during the three months ended March 31, 2020. The fair value was determined using estimated orderly liquidation value, which was deemed the highest and best use of the assets. Based on the Company’s interim impairment assessment, the Company has determined there were no additional indicators of impairment identified during the three months ended March 31, 2020. However, the Company continues to monitor the impacts of COVID-19 on its business and a lack of recovery of production volumes could result in an impairment charge in future periods.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~10.~~9. Goodwill and Intangible Assets

Goodwill

~~The balance of goodwill relates to the North America reporting unit.~~ Changes in the carrying amount of goodwill by ~~reportable operating segment~~reporting unit for the three months ended March 31, ~~2019~~2020 were as follows:



	North America			Industrial Specialty Group		Total
Balance as of December 31, 2019	$	142,187		$	—	$	142,187
Reorganization	(14,036		)	14,036		—
Foreign exchange translation	(317		)	—		(317		)
Balance as of March 31, 2020	$	127,834		$	14,036	$	141,870

North America
Balance as of December 31, 2018 $ 143,681
Acquisitions (1,689 )
Foreign exchange translation 114
Balance as of March 31, 2019 $ 142,106
The Company’s organizational structure changed on January 1, 2020. See Note 22. “Segment Reporting” for further detail on this reorganization of the Company’s business. Prior to this reorganization, the Company’s North America operating segment was the only reporting unit in which goodwill was recorded. As a result of the reorganization, a portion of the goodwill that was previously attributable to the North America reporting unit was reallocated to the Industrial Specialty Group reporting unit based on the relative fair value approach. The Industrial Specialty Group reporting unit is a component of the Advanced Technology Group operating segment, which is reflected in “Corporate, eliminations and other”.

The reorganization of the business represented a triggering event to test goodwill for impairment as of January 1, 2020. No impairment was identified as a result of completing the goodwill impairment test.

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. ~~There~~Other than the reorganization event noted above, there were no other indicators of potential impairment during the three months ended March 31, ~~2019.~~2020. The Company continues to monitor the significant global economic uncertainty as a result of COVID-19 to assess the outlook for demand for products and the impact on the Company’s business and overall financial performance. A lack of recovery or further deterioration in market conditions and production volumes, among other factors, as a result of the COVID-19 pandemic could result in an impairment charge in future periods.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Intangible Assets

Intangible assets and accumulated amortization balances as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 were as follows:



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	154,345	$	(116,066	)	$	38,279
Other	43,595		(7,568		)	36,027
Balance as of March 31, 2020	$	197,940	$	(123,634	)	$	74,306

Customer relationships	$	156,557	$	(113,871	)	$	42,686
Other	49,556		(7,873		)	41,683
Balance as of December 31, 2019	$	206,113	$	(121,744	)	$	84,369

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount
Customer relationships $ 156,884
$ (102,524 ) $ 54,360
Other 46,170
(4,919 ) 41,251
Balance as of March 31, 2019 $ 203,054
$ (107,443 ) $ 95,611

Customer relationships $ 157,286
$ (98,937 ) $ 58,349
Other 45,401
(4,148 ) 41,253
Balance as of December 31, 2018 $ 202,687
$ (103,085 ) $ 99,602

~~11.~~10. Debt

A summary of outstanding debt as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 is as follows:



	March 31, 2020			December 31, 2019
Senior Notes	$	395,293		$	395,114
Term Loan	325,455			326,061
ABL Facility	—			—
Finance leases	28,706			29,773
Other borrowings	57,821			56,680
Total debt	807,275			807,628
Less current portion	(62,530		)	(61,449		)
Total long-term debt	$	744,745		$	746,179

March 31, 2019 December 31, 2018
Senior Notes 394,578
394,399
Term Loan 327,879
328,485
ABL Facility 75,000
50,000
Finance leases 19,982
10,297
Other borrowings 89,725
47,947
Total debt 907,164
831,128
Less current portion (169,087 ) (101,323 )
Total long-term debt 738,077
729,805

5.625% Senior Notes due 2026

In November 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on November 15, ~~2026.~~2026. Interest on the Senior Notes is payable semi-annually in arrears in cash on May 15 and November 15 of each year.

Debt issuance costs related to the Senior Notes are amortized into interest expense over the term of the Senior Notes. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had ~~$5,422~~$4,707 and ~~$5,601~~$4,886 of unamortized debt issuance costs, respectively, related to the Senior Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

Term Loan Facility

Also in November 2016, the Company entered into Amendment No. 1 to its senior term loan facility (“Term Loan Facility”), which provides for loans in an aggregate principal amount of $340,000. Subject to certain conditions, the Term Loan Facility, without the consent of the then-existing lenders (but subject to the receipt of commitments), may be expanded (or a new term loan or revolving facility added) by an amount that will not cause the consolidated secured net debt ratio to exceed 2.25 to 1.00 plus $400,000 plus any voluntary prepayments, including the ABL Facility (as defined below) to the extent commitments are reduced, not funded from proceeds of long-term indebtedness. The Term Loan Facility matures on November 2, 2023, unless earlier terminated.

On May 2, 2017, the Company entered into Amendment No. 2 to the Term Loan Facility to modify the interest rate. Subsequently, on March 6, 2018, the Company entered into Amendment No. 3 to the Term Loan Facility to further modify the interest rate. In accordance with this amendment, borrowings under the Term Loan Facility bear interest, at the Company’s option, at either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75% plus 2.0% per annum, or (2) with respect to base rate loans, the base rate, (which is the highest of the then current federal funds rate plus 0.5%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%) plus 1.0% per annum. ~~As a result of Amendment No. 3, the Company recognized a loss on refinancing~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and ~~extinguishment of debt of $770 in the twelve months ended December 31, 2018, which was due to the partial write off of new and unamortized debt issuance costs and unamortized original issue discount.~~share amounts)

As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had ~~$2,718~~$2,125 and ~~$2,866~~$2,273 of unamortized debt issuance costs, respectively, and ~~$1,753~~$1,370 and ~~$1,849~~$1,466 of unamortized original issue discount, respectively, related to the Term Loan Facility, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the Term Loan Facility.

ABL Facility

In November 2016, the Company entered into a ~~$210,000~~ Third Amended and Restated Loan Agreement of its ~~senior asset-based revolving credit facility (“ABL Facility”).~~

~~The~~ ABL Facility, ~~provides for~~which provided an aggregate revolving loan availability of up to $210,000, subject to borrowing base availability. In March 2020, the Company entered into the First Amendment of the Third Amended and Restated Loan Agreement (“the Amendment”). As a result of the Amendment, the senior asset-based revolving credit facility (“ABL Facility”) maturity was extended to March 2025 and the aggregate revolving loan availability ~~including~~was reduced to $180,000. The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of ~~$310,000,~~$280,000, if requested by the borrowers under the ABL Facility and the lenders agree to fund such increase. No consent of any lender is required to effect any such increase, except for those participating in the increase.

As of March 31, ~~2019, $75,000 was drawn~~2020, there were no loans outstanding under the ABL ~~Facility, and subject to~~Facility. The Company’s borrowing base ~~availability,~~was $173,278. Net of the ~~Company had $120,088 in availability, less~~10% of the borrowing base that cannot be borrowed without triggering the fixed charge coverage ratio maintenance covenant and $10,289 of outstanding letters of credit, ~~of $10,783. Subsequent to~~ the ~~AVS divestiture on April 1, 2019, the~~Company effectively had $145,661 available for borrowing ~~base was reduced by $27,400.~~under its ABL facility.

Any borrowings under ~~our~~the ABL Facility will mature, and the commitments of the lenders under ~~our~~the ABL Facility will terminate, on ~~November 2, 2021.~~the earlier of March 24, 2025 or the date 91 days prior to the maturity date of the Term Loan Facility (or another fixed asset facility replacing the Term Loan Facility).

As a result of the Amendment, the Company wrote off $177 in unamortized debt issuance costs, which are presented in interest expense, net of interest income in the condensed consolidated statements of operations. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had ~~$925~~$1,352 and ~~$1,015,~~$657, respectively, of unamortized debt issuance costs related to the ABL Facility, which are presented in other assets in the condensed consolidated balance sheets.

Debt Covenants

The Company was in compliance with all covenants of the Senior Notes, Term Loan Facility and ABL Facility as of March 31, ~~2019.~~2020.

Other

Other borrowings as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 reflect borrowings under local bank lines classified in debt payable within one year on the condensed consolidated balance sheet.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~12.~~11. Fair Value Measurements and Financial Instruments

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy is utilized, which prioritizes the inputs used in measuring fair value as follows:



Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency and interest rate derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 were as follows:



	March 31, 2020			December 31, 2019			Input
Forward foreign exchange contracts - other current assets	$	203		$	467		Level 2
Forward foreign exchange contracts - accrued liabilities	(12,777		)	(42		)	Level 2

March 31, 2019 December 31, 2018 Input
Forward foreign exchange contracts - other current assets $ 1,037
$ 277
Level 2
Forward foreign exchange contracts - accrued liabilities (33 ) (925 ) Level 2

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information on assets and liabilities measured at fair value on a nonrecurring basis see Note 3. ~~"Acquisitions~~“Assets Held for Sale and ~~Divestitures".~~Divestiture” and Note 8. “Property, Plant and Equipment.”

Items Not Carried at Fair Value

Fair values of the Company’s Senior Notes and Term Loan Facility were as follows:



	March 31, 2020		December 31, 2019
Aggregate fair value	$	476,660	$	693,600
Aggregate carrying value ⁽¹⁾	728,950		729,800

March 31, 2019 December 31, 2018
Aggregate fair value $ 681,656
$ 684,687
Aggregate carrying value ⁽¹⁾
732,350
733,200

⁽¹⁾ Excludes unamortized debt issuance costs and unamortized original issue discount.

Fair values were based on quoted market prices and are classified within Level 1 of the fair value hierarchy.

Derivative Instruments and Hedging Activities

The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting.

The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the cash flow hedges. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in the cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities. For a cash flow hedge, the effective portion of the change in fair value of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) in the condensed consolidated balance sheet and reclassified into earnings when the underlying hedged transaction is realized. The realized gains and losses are recorded on the same line as the hedged transaction in the condensed consolidated statements of operations.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts.

Cash Flow Hedges

Forward Foreign Exchange Contracts - The Company uses forward contracts to mitigate the potential volatility to earnings and cash flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, and the Mexican ~~Peso, and the Brazilian Real.~~Peso. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the notional amount of these contracts was ~~$110,665~~$101,856 and ~~$154,237,~~$92,150, respectively, and consisted of hedges of transactions up to December ~~2019.~~2020.

Interest rate swaps - The Company has historically used interest rate swap contracts to manage cash flow variability associated with its variable rate Term Loan Facility. The interest rate swap contract, which fixes the interest payments of variable

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

rate debt instruments, is used to manage exposure to fluctuations in interest rates. As of March 31, ~~2019,~~2020, there were no interest rate swap contracts outstanding.

Pretax amounts related to the Company’s cash flow hedges that were recognized in other comprehensive income (loss) (“OCI”) were as follows:



	Gain (Loss) Recognized in OCI
	Three Months Ended March 31,
	2020			2019
Forward foreign exchange contracts	$	(12,871	)	$	1,943

Gain Recognized in OCI
Three Months Ended March 31,
2019 2018
Forward foreign exchange contracts $ 1,943
$ 4,925
Interest rate swaps —
338
Total $ 1,943
$ 5,263

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI were as follows:



		Gain (Loss) Reclassified from AOCI to Income
		Three Months Ended March 31,
	Classification	2020		2019
Forward foreign exchange contracts	Cost of products sold	$	115	$	325

Gain (Loss) Reclassified from AOCI to Income
Three Months Ended March 31,
Classification 2019 2018
Forward foreign exchange contracts Cost of products sold $ 325
$ 485
Interest rate swaps Interest expense, net of interest income —
(211 )
Total $ 325
$ 274

~~13.~~12. Accounts Receivable Factoring

As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution in a pan-European program (the “Factor”). The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and Term Loan Facility and the indenture governing the Senior Notes. The European factoring facility, which was renewed in March 2020, allows the Company to factor up to €120 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires in December 2023.

Costs incurred on the sale of receivables are recorded in other expense, net ~~and interest expense, net of interest income~~ in the condensed consolidated statements of operations. The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company and is accounted for as a true sale and is excluded from accounts receivable in the condensed consolidated balance sheet. Amounts outstanding under receivable transfer agreements entered into by various locations as of the period end were as follows:

March 31, 2019 December 31, 2018
Off-balance sheet arrangements $ 94,805
$ 100,409



	March 31, 2020		December 31, 2019
Off-balance sheet arrangements	$	102,605	$	103,818

Accounts receivable factored and related costs throughout the period were as follows:



	Off-Balance Sheet Arrangements
	Three Months Ended March 31,
	2020		2019
Accounts receivable factored	$	176,508	$	173,703
Costs	309		325

The Company continues to service sold receivables and acts as collection agent for the Factor. As of March 31, 2020 and December 31, 2019, cash collections on behalf of the Factor that have yet to be remitted were $17,377 and $21,485, respectively, and are reflected in cash and cash equivalents in the condensed consolidated balance sheet.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~Accounts receivable factored and related costs throughout the period were as follows:~~

Off-Balance Sheet Arrangements
Three Months Ended March 31,
2019 2018
Accounts receivable factored $ 173,703
$ 216,571
Costs 325
400

The Company continues to service sold receivables and acts as collection agent for the Factor. As of March 31, 2019 and December 31, 2018, cash collections on behalf of the Factor that have yet to be remitted were $21,788 and $14,542, respectively, and are reflected in cash and cash equivalents in the condensed consolidated balance sheet.

~~14.~~13. Pension and Postretirement Benefits Other Than Pensions

The components of net periodic benefit (income) cost for the Company’s defined benefit plans and other postretirement benefit plans were as follows:


	Pension Benefits												Pension Benefits
	Three Months Ended March 31,												Three Months Ended March 31,
	2019						2018						2020						2019
	U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	189		$	1,111		$	213		$	1,096		$	213		$	989		$	189		$	1,111
Interest cost	2,952			1,060			2,706			1,070			2,033			782			2,952			1,060
Expected return on plan assets	(4,155		)	(595		)	(4,354		)	(632		)	(3,421		)	(577		)	(4,155		)	(595		)
Amortization of prior service cost and actuarial loss	781			616			601			688			485			794			781			616
Net periodic benefit (income) cost	$	(233	)	$	2,192		$	(834	)	$	2,222		$	(690	)	$	1,988		$	(233	)	$	2,192


	Other Postretirement Benefits										Other Postretirement Benefits
	Three Months Ended March 31,										Three Months Ended March 31,
	2019					2018					2020					2019
	U.S.			Non-U.S.		U.S.			Non-U.S.		U.S.			Non-U.S.		U.S.			Non-U.S.
Service cost	$	41		$	117	$	77		$	126	$	26		$	96	$	41		$	117
Interest cost	259			203		300			198		170			173		259			203
Amortization of prior service credit and actuarial gain	(742		)	38		(418		)	77		(483		)	107		(742		)	38
Other	—			—		1			—
Net periodic benefit (income) cost	$	(442	)	$	358	$	(40	)	$	401	$	(287	)	$	376	$	(442	)	$	358

The service cost component of net periodic benefit (income) cost is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit (income) cost are included in other expense, net in the condensed consolidated statements of operations for all periods presented.

In accordance with the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company will defer making minimum funding cash contributions of approximately $3,600 to its U.S. pension plans until 2021.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~15.~~14. Other Expense, Net

The components of other expense, net were as follows:



	Three Months Ended March 31,
	2020			2019
Foreign currency losses	$	(3,232	)	$	(284	)
Components of net periodic benefit cost other than service cost	(63		)	(417		)
Losses on sales of receivables	(309		)	(325		)
Miscellaneous income	164			230
Other expense, net	$	(3,440	)	$	(796	)

Three Months Ended March 31,
2019 2018
Foreign currency losses $ (284 ) $ (1,588 )
Components of net periodic benefit cost other than service cost (417 ) (237 )
Losses on sales of receivables (325 ) (325 )
Miscellaneous income 230
431
Other expense, net $ (796 ) $ (1,719 )

~~16.~~15. Income Taxes

The Company determines its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company records the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Income tax (benefit) expense, ~~(loss) income~~loss before income taxes and the corresponding effective tax rate for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019 were as follows:



	Three Months Ended March 31,
	2020			2019
Income tax (benefit) expense	$	(14,117	)	$	2,034
Loss before income taxes	(126,556		)	(3,329		)
Effective tax rate	11		%	(61		)%

Three Months Ended March 31,
2019 2018
Income tax expense $ 2,331
$ 11,891
(Loss) income before income taxes (1,286 ) 69,307
Effective tax rate (181 )% 17 %

The effective tax rate for the three months ended March 31, ~~2019~~2020 compared to the three months ended March 31, ~~2018~~2019 was ~~lower~~higher primarily due to the geographic mix of pre-tax ~~earnings~~losses driven by the impairment charge on held for sale entities and the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions. Additionally, a discrete expense of $13,309 for the initial recognition of valuation allowances against net deferred tax assets in certain foreign jurisdictions was recorded in the three months ended March 31, 2020. In accordance with recent legislation, one of the business tax provisions of the CARES Act included allowing net operating losses (“NOL”) generated by the Company in tax years to be carried back up to five years at the tax rates in effect during those periods, rather than carried forward at current federal tax rates of 21%. The Company has included a benefit in the estimated annual effective tax rate for this CARES Act provision which was used to calculate the income tax benefit recorded in the three months ended March 31, 2020. The income tax rate for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 varies from the U.S. statutory rate primarily due to the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, and other permanent items. Further, the Company’s current and future provision for income taxes ~~may be~~is impacted by the initial recognition of and changes in valuation allowances in certain countries. The Company intends to maintain these valuation allowances until it is more likely than not that the deferred tax assets will be realized.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~(Unaudited)~~

~~(Dollar amounts in thousands except per share and share amounts)~~

~~17.~~16. Net Income (Loss) ~~Income~~ Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net ~~(loss) income~~loss per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net ~~(loss) income~~loss attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net ~~(loss) income~~loss per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net ~~(loss) income~~loss available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the dilutive effect of common stock equivalents, using the average share price during the period.

Information used to compute basic and diluted net ~~(loss) income~~loss per share attributable to Cooper-Standard Holdings Inc. was as follows:



	Three Months Ended March 31,
	2020			2019
Net loss available to Cooper-Standard Holdings Inc. common stockholders	$	(110,588	)	$	(5,415	)

Basic weighted average shares of common stock outstanding	16,883,717			17,535,195
Dilutive effect of common stock equivalents	—			—
Diluted weighted average shares of common stock outstanding	16,883,717			17,535,195

Basic net loss per share attributable to Cooper-Standard Holdings Inc.	$	(6.55	)	$	(0.31	)

Diluted net loss per share attributable to Cooper-Standard Holdings Inc.	$	(6.55	)	$	(0.31	)

Three Months Ended March 31,
2019 2018
Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (3,460 ) $ 56,792
Decrease in fair value of share-based awards —
1
Diluted net (loss) income available to Cooper-Standard Holdings Inc. common stockholders $ (3,460 ) $ 56,793

Basic weighted average shares of common stock outstanding 17,535,195
17,991,488
Dilutive effect of common stock equivalents —
519,625
Diluted weighted average shares of common stock outstanding 17,535,195
18,511,113

Basic net (loss) income per share attributable to Cooper-Standard Holdings Inc. $ (0.20 ) $ 3.16

Diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc. $ (0.20 ) $ 3.07

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~18.~~17. Accumulated Other Comprehensive ~~Income (Loss)~~Loss

Changes in accumulated other comprehensive ~~income (loss)~~loss by component, net of related tax, were as follows:


	Three Months Ended March 31,								Three Months Ended March 31,
	2019				2018				2020				2019
Foreign currency translation adjustment
Balance at beginning of period	$	(141,255	)		$	(95,485	)		$	(153,933	)		$	(141,104	)
Other comprehensive income before reclassifications	1,815			⁽¹⁾	11,743			⁽¹⁾
Other comprehensive income (loss) before reclassifications									(28,382		)	⁽¹⁾	1,599			⁽¹⁾
Balance at end of period	$	(139,440	)		$	(83,742	)		$	(182,315	)		$	(139,505	)
Benefit plan liabilities
Balance at beginning of period	$	(104,375	)		$	(100,749	)		$	(100,160	)		$	(104,375	)
Other comprehensive income (loss) before reclassifications	877			⁽²⁾	(575		)	⁽²⁾
Amounts reclassified from accumulated other comprehensive income (loss)	510			⁽³⁾	(6,687		)	⁽⁴⁾
Other comprehensive income before reclassifications									2,024			⁽²⁾	877			⁽²⁾
Amounts reclassified from accumulated other comprehensive loss									658			⁽³⁾	510			⁽⁴⁾
Balance at end of period	$	(102,988	)		$	(108,011	)		$	(97,478	)		$	(102,988	)
Fair value change of derivatives
Balance at beginning of period	$	(458	)		$	(1,397	)		$	352			$	(458	)
Other comprehensive income before reclassifications	1,490			⁽⁵⁾	3,982			⁽⁵⁾
Amounts reclassified from accumulated other comprehensive income (loss)	(237		)	⁽⁶⁾	(440		)	⁽⁶⁾
Other comprehensive income (loss) before reclassifications									(9,984		)	⁽⁵⁾	1,490			⁽⁵⁾
Amounts reclassified from accumulated other comprehensive loss									(92		)	⁽⁶⁾	(237		)	⁽⁶⁾
Balance at end of period	$	795			$	2,145			$	(9,724	)		$	795
Accumulated other comprehensive loss, ending balance	$	(241,633	)		$	(189,608	)		$	(289,517	)		$	(241,698	)


(1)	Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of ~~$2,814~~$(22,703) and ~~$2,287~~$2,814 for the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively.


(2)	Net of tax expense ~~(benefit)~~ of ~~$11~~$337 and ~~$(286)~~$11 for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.


(3)	Includes the effect of the amortization of actuarial losses of $872 and amortization of prior service cost of $21, net of tax of $235. See Note 13. “Pension and Postretirement Benefits Other Than Pensions.”


(4)	Includes the effect of the amortization of prior service credits of $79, offset by the amortization of actuarial losses of $773, net of tax of $184. See Note ~~14. "Pension~~13. “Pension and Postretirement Benefits Other Than ~~Pensions".~~


~~(4)~~	Includes the effect of the adoption of ASU 2018-12 of $8,569 and the amortization of prior service credits of $78, offset by curtailment loss of $1,188 and the amortization of actuarial losses of $1,025, net of tax of $253. See Note 14. "Pension and Postretirement Benefits Other Than Pensions".Pensions.”


(5)	Net of tax (benefit) expense ~~(benefit)~~ of ~~$453~~$(2,887) and ~~$1,281~~$453 for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. See Note ~~12. "Fair~~11. “Fair Value Measurements and Financial ~~Instruments".~~Instruments.”


(6)	~~Includes the effect~~ Net of ~~the adoption~~tax expense of ~~ASU 2018-02 of $70~~$23 and $88 for the three months ended March 31, ~~2018, net of tax expense (benefit) of $88~~2020 and ~~$113 for the three months ended March 31,~~ 2019, ~~and 2018,~~ respectively. See Note ~~12. "Fair~~11. “Fair Value Measurements and Financial ~~Instruments".~~Instruments.”

~~19.~~18. Common Stock

Share Repurchase Program

In June 2018, the Company’s Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing the Company to repurchase, in the aggregate, up to ~~$150.0 million~~$150,000 of its outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by management and in accordance with prevailing market conditions and federal securities laws and regulations. The Company expects to fund any future repurchases from cash on hand and future cash flows from operations. The Company is not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at the Company’s discretion. The 2018 Program became effective in November 2018. As of March 31, 2020, the Company had approximately $98,720 of repurchase authorization remaining under the 2018 Program.

The Company did not make any repurchases during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company repurchased 85,000 shares at an average purchase price of $69.85 per share, excluding commissions, for a total cost of $5,937. ~~The Company did not make any repurchases during the three months ended March 31, 2018.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~20.~~19. Share-Based Compensation

The Company’s long-term incentive plans allow for the grant of various types of share-based awards to key employees and directors of the Company and its affiliates. The Company generally awards grants on an annual basis.

In February ~~2019,~~2020, the Company granted Restricted Stock Units (“RSUs”), Performance Units (“PUs”) and stock options. The RSUs cliff vest after three years, the PUs ~~cliff~~ vest atratably over three years after the ~~end of their three-year~~initial two-year performance period, and the stock options vest ratably over three years. The number of PUs that will vest depends on the Company’s achievement of target performance goals related to the Company’s return on invested capital (“ROIC”) and total shareholder return, which may range from 0% to 200% of the target award amount. The grant-date fair value of the RSUs was determined using the closing price of the Company’s common stock on the date of grant. The grant-date fair value of the PUs was determined using a lattice model. The grant-date fair value of the stock options was determined using the Black-Scholes option pricing model.

Share-based compensation expense was as follows:



	Three Months Ended March 31,
	2020		2019
PUs	$	74	$	649
RSUs	1,643		1,722
Stock options	657		815
Total	$	2,374	$	3,186

Three Months Ended March 31,
2019 2018
PUs $ 649
$ 295
RSUs 1,722
2,741
Stock options 815
839
Total $ 3,186
$ 3,875

~~21.~~20. Related Party Transactions

A summary of the material related party transactions with affiliates accounted for under the equity method was as follows:



	Three Months Ended March 31,
	2020		2019
Sales⁽¹⁾	$	6,075	$	7,434
Purchases⁽²⁾	156		325
Dividends received⁽³⁾	5,245		4,917

Three Months Ended March 31,
2019 2018
Sales⁽¹⁾
$ 7,434
$ 8,073
Purchases⁽²⁾
325
174
Dividends received⁽³⁾
4,917
4,508

⁽¹⁾Relates to transactions with Nishikawa Cooper LLC (“NISCO”)

⁽²⁾ Relates to transactions with NISCO and Polyrub Cooper Standard FTS Private Limited

⁽³⁾ From NISCO and Nishikawa Tachaplalert Cooper Ltd. inclusive of any gross up of dividend related to withholding tax

Amounts receivable from NISCO ~~and Sujan Cooper Standard AVS Private Limited~~ as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 were ~~$6,959~~$4,070 and ~~$6,066,~~$4,297, respectively.

~~22.~~21. Commitments and Contingencies

The Company is periodically involved in claims, litigation and various legal matters that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of March 31, ~~2019,~~2020, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the undiscounted reserve for environmental investigation and remediation was approximately ~~$5,099~~$5,835 and ~~$4,668,~~$6,104, respectively. While the Company’s costs to defend and settle known claims arising under environmental laws have not been material in the past and are not currently estimated to be material, such costs may be material in the future.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

~~23.~~22. Segment Reporting

The ~~Company has determined that it operates~~Company’s organizational structure changed on January 1, 2020, creating a global automotive business (“Automotive”) and Advanced Technology Group (“ATG”). The Company’s business is now organized in ~~four~~the following reportable segments: North America, Europe, Asia Pacific and South America. ATG and all other business activities are reported in Corporate, eliminations and other. The Corporate, eliminations and other External Sales and Intersegment Sales amounts previously reported for the three months ended March 31, 2019 have been reclassified from North America and Europe from the table below. The adjusted EBITDA amounts previously reported for the three months ended March 31, 2019 and Segment Asset amounts previously reported as of December 31, 2019 have been reclassified from North America, Europe, Asia Pacific and South America from the tables below.

The Company’s principal products within each of these segments are sealing, fuel and brake delivery, and fluid transfer systems. During the first quarter of 2019 and in prior periods, the Company also operated an anti-vibration systems product line. ~~Subsequent to the end of the first quarter, on~~On April 1, 2019, the Company completed the divestiture of the ~~anti-vibration systems~~AVS product line.

~~Effective January 1, 2019,~~The Company uses Segment adjusted EBITDA as the ~~Company changed~~measure of earnings to assess the ~~measurement~~performance of ~~its operating segments~~each segment and determine the resources to ~~segment adjusted EBITDA.~~be allocated to the segments. The results of each segment include certain allocations for general, administrative and other shared costs. Segment adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Certain financial information on the Company’s reportable segments was as follows:


	2019								2018								Three Months Ended March 31,
Three Months Ended March 31, 2019	External Sales		Intersegment Sales			Adjusted EBITDA			External Sales		Intersegment Sales			Adjusted EBITDA
																	2020								2019
																	External Sales		Intersegment Sales			Adjusted EBITDA			External Sales		Intersegment Sales			Adjusted EBITDA
North America	$	474,707	$	3,451		$	57,564		$	499,178	$	3,626		$	86,776		$	334,801	$	4,468		$	37,019		$	447,718	$	4,707		$	59,151
Europe	254,599		3,085			9,441			292,401		3,707			22,968			185,242		3,091			(4,623		)	242,400		3,085			9,275
Asia Pacific	127,495		741			767			149,175		1,719			13,490			79,344		457			(17,057		)	125,452		741			(407		)
South America	23,237		5			(1,386		)	26,637		14			(597		)	20,471		68			(4,577		)	23,237		5			(1,033		)
Eliminations and other	—		(7,282		)	—			—		(9,066		)	—
Total Automotive																	619,858		8,084			10,762			838,807		8,538			66,986
Corporate, eliminations and other																	35,032		(8,084		)	(2,483		)	39,188		(8,538		)	(2,852		)
Consolidated	$	880,038	$	—		$	66,386		$	967,391	$	—		$	122,637		$	654,890	$	—		$	8,279		$	877,995	$	—		$	64,134


	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019
Adjusted EBITDA	$	66,386		$	122,637		$	8,279		$	64,134
Impairment of assets held for sale							(74,079		)	—
Restructuring charges	(17,715		)	(7,125		)	(7,276		)	(17,715		)
Project costs	(1,263		)	—			(2,425		)	(1,263		)
Loss on refinancing and extinguishment of debt	—			(770		)
Other impairment charges							(684		)	—
Lease termination costs							(520		)	—
EBITDA	$	47,408		$	114,742		$	(76,705	)	$	45,156
Income tax expense	(2,331		)	(11,891		)
Income tax benefit (expense)							14,117			(2,034		)
Interest expense, net of interest income	(11,932		)	(9,800		)	(10,237		)	(11,932		)
Depreciation and amortization	(36,605		)	(36,259		)	(37,763		)	(36,605		)
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(3,460	)	$	56,792
Net loss attributable to Cooper-Standard Holdings Inc.							$	(110,588	)	$	(5,415	)



	March 31, 2020		December 31, 2019
Segment assets:
North America	$	1,011,035	$	1,040,650
Europe	455,656		553,977
Asia Pacific	536,618		614,952
South America	58,923		65,438
Total Automotive	2,062,232		2,275,017
Corporate, eliminations and other	422,031		360,565
Consolidated	$	2,484,263	$	2,635,582

March 31,
2019 December 31,
2018
Segment assets
North America $ 1,271,547
$ 1,174,604
Europe 604,943
541,495
Asia Pacific 660,331
616,093
South America 61,744
54,629
Eliminations and other 216,257
236,282
Consolidated $ 2,814,822
$ 2,623,103

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

This management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See “Forward-Looking Statements” below for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 filed with the U.S. Securities and Exchange Commission (“~~2018~~2019 Annual Report”) see Item 1A. “Risk Factors.” The following should be read in conjunction with our ~~2018~~2019 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our ~~2018~~2019 Annual Report. References in this quarterly report on Form 10-Q (the “Report”) to “we,” “our,” or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.

Executive Overview

Our Business

We design, manufacture and sell sealing, fuel and brake delivery, and fluid transfer systems for use primarily in passenger vehicles and light trucks manufactured by global automotive original equipment manufacturers (“OEMs”). We are primarily a “Tier 1” supplier, with approximately ~~85%~~83% of our sales in ~~2018~~2019 made directly to major OEMs. We operate our business along ~~four~~the following reportable segments: North America, Europe, Asia Pacific and South America. All other business activities are reported in Corporate, eliminations and other.

During the first quarter of 2019 and in prior periods, ~~the Company~~we also operated an anti-vibration systems (“AVS”) business. ~~Subsequent to the end of the first quarter, on~~On April 1, 2019, ~~the Company~~we completed the divestiture of the anti-vibration systems business.

Recent Trends and Conditions

General Economic Conditions and Outlook

The global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle ~~demand.~~demand and production. Business conditions may vary significantly from period to period or region to region. The COVID-19 pandemic created an unusually high degree of economic disruption during the first quarter of 2020 and is continuing to drive uncertainty for the economic outlook and the automotive industry around the world. Economists at the International Monetary Fund (IMF) are now expecting the global economy to contract by approximately 3.0% in 2020.

Economic conditions and consumer confidence in North America have been negatively impacted by concerns over the COVID-19 pandemic and government imposed lock-downs to contain the spread of the disease. The United States government has taken historic measures to provide fiscal stimulus to the economy in an effort to sustain businesses, limit job losses and preempt deeper declines in consumer confidence. Despite these efforts, IMF economists now expect economic contraction of approximately 6.0% for the region in 2020. In addition, the IMF is projecting unemployment in North America will approach 10.4% for the year.

The duration of the government imposed lock-downs, while unknown at this time, will be a major determinant of when economic recovery can begin. Even after the lock-downs are lifted, concerns about a resurgence of COVID-19 cases and uncertainty related to the presidential election in the United States will likely weigh on consumer confidence for an extended period of time.

In ~~North America in 2019,~~the European region, the IMF is projecting economic ~~growth in the U.S. is~~contraction of approximately 6.6% for 2020. Unemployment rates will vary by country, but are generally expected to continue, albeit at a more modest rate than 2018. Continued uncertainty regarding global trade relationships, among other factors, could dampen economic momentum. Modest economic growth is also expectedincrease by 200 to ~~continue in Canada and Mexico in 2019. The mix of vehicles produced and sold in the region continues to shift away from passenger cars in favor of crossover utility vehicles and light trucks.~~

~~In Europe, economic momentum slowed in the second half of 2018.~~500 basis points versus 2019 levels. Geopolitical concerns and the implementation of new environmental regulations in the automotive industry likely contributed to the slow-down. Looking ahead, we expect the continuation of global trade tensions, financial pressures within some of the key European Union member countries and Britain’s pending separation from the European Union (“Brexit”) will continue to ~~create~~weigh on the economies of the region but have been superseded by concerns over the current and potential future impacts of the COVID-19 pandemic. Certain European governments have mandated closures of broad segments of the economy, and the timing of when industries are allowed to resume operations will be a ~~high level of uncertainty and challenge the regional economic outlook in 2019.~~key to beginning a recovery.

In the Asia Pacific region, the IMF expects China’s economic growth rate to slow to just 1.0% in 2020 following two months of aggressive COVID-19 containment measures during the first quarter. While the containment measures have been lifted and industries are currently ramping up towards full production, significant challenges remain for the Chinese ~~government continues~~economy. Consumer confidence is likely to ~~manage~~remain suppressed for a period of time, dampening both investment and consumption. In addition, potential new policies by the ~~nation’s economy with a goal~~United States and other developed countries that would encourage the repatriation of ~~sustaining growth. For 2019,~~

production of certain strategically sensitive products in the ~~official growth target was set at 6.0% - 6.5%. The range is lower than 2018 as rising debt, inflation~~wake of the COVID-19 pandemic could reduce export demand and uncertainty are pressuring consumption and continuing tension within U.S.-China trade relationships is impacting exports. Fiscal tools such as tax cuts and increased investment in infrastructure may be used to in order to meet government growth targets.further pressure employment levels.

In South America, the IMF estimates that the Brazilian economy ~~is expected to grow~~will contract by approximately ~~2.0%~~5.3% in ~~2019~~2020 as compared to ~~1.1%~~2019. Unemployment is projected to increase to nearly 15.0%. In response to the COVID-19 pandemic, the Brazilian government has approved an aggressive fiscal spending package to stimulate economic activity. While seen as urgently necessary, this spending will add to the country’s already high national debt level and could lead to lower consumer confidence and foreign investment in ~~2018. The stronger growth forecast is based on an improving labor market, rising credit growth and market-friendly government agenda. While our near-term outlook for South America is positive, we~~the region going forward. We remain cautious for the mid to long-term outlook given the long history of political instability and economic volatility in the region.

The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade, tariffs and border enforcement, has resulted in increasing uncertainty surrounding the future state of the global economy. We continue to monitor the potential impacts of both foreign and domestic economic policies and we continue to expect adverse impacts to our material costs as a result of previously-announced and potential new tariffs.

Raw Materials

Our business is susceptible to inflationary pressures with respect to raw materials which may place operational and profitability burdens on the entire supply chain. Costs related to raw materials, such as steel, aluminum, and oil and oil-derived commodities, continue to be volatile. In addition, we continue to expect commodity cost volatility to have an impact on future earnings and operating cash flows. As such, on an ongoing basis, we work with our customers and suppliers to mitigate both inflationary pressures and our material-related cost exposures.

Production Levels

Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America. ~~New vehicle demand is driven~~Beginning in early Q1 2020, as a result of COVID-19, we experienced the shutdown of effectively all of our facilities in Asia Pacific coinciding with the shutdown of our customer facilities in that region. Facility shutdowns then occurred in March 2020 for a majority of our facilities in North America, Europe and South America.

Production resumed in Asia Pacific by ~~macroeconomic~~the end of Q1 2020, albeit at a lower capacity. We anticipate that production will increase steadily throughout Q2 2020. We expect production to gradually resume in Q2 2020 for our North America, Europe and ~~other factors, such as interest rates, manufacturer~~South America facilities, in conjunction with production resuming for our customers in the regions. We are collaborating closely with our customers in preparing our own restart plans, while also adding enhanced safety standards and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government and tax incentives. The industry could face uncertainties that may adversely impact consumer demand for vehicles as well as the future production environment.measures to protect our employees.

Light vehicle production in certain regions for the three months ended March 31, 2020 and 2019 ~~and 2018 was:~~was as follows:


	Three Months Ended March 31,			Three Months Ended March 31,
(In millions of units)	2019⁽¹⁾	2018⁽¹⁾	% Change	2020⁽¹⁾	2019⁽¹⁾	% Change
North America	4.3	4.4	(2.5)%	3.8	4.2	(10.3)%
Europe	5.6	5.9	(4.9)%	4.6	5.7	(18.9)%
Asia Pacific⁽²⁾	11.5	12.5	(7.5)%	8.2	11.7	(30.1)%
Greater China				3.2	6.0	(46.1)%
South America	0.8	0.8	(4.7)%	0.7	0.8	(16.9)%


(1)	Production data based on IHS Automotive, April ~~2019.~~


~~(2)~~	~~Includes Greater China units of 5.9 million and 6.8 million for the three months ended March 31, 2019 and 2018, respectively.~~2020.

~~In North America, first quarter total~~Total vehicle production ~~declined slightly compared~~has decreased substantially across the globe. The COVID-19 pandemic has emerged as the biggest risk factor facing the automotive industry. Plant shutdowns have greatly slowed production and been accompanied by decreased demand for vehicles, as new vehicle sales are highly dependent on strong consumer confidence and low unemployment. Until consumers regain confidence in the markets and unemployment returns to ~~the first quarter~~lower levels, new vehicle sales, particularly of ~~2018. Continuing recent trends in consumer demand,~~light vehicles, will likely be significantly lower than historical and previously forecasted sales levels. We expect that as customers restart production, ~~of passenger cars declined while production of~~they will focus on their most profitable platforms including light trucks, sport utility vehicles and crossover ~~vehicles increased. We expect these trends to continue in North America throughout 2019.~~

European and Asia Pacific light vehicle production declined as well, reflecting geopolitical instability, including uncertainty around tariffs and global trade relations in both regions and Brexit uncertainty in Europe. Accordingly, we remain cautious on the impact through the remainder of the year.vehicles.

Results of Operations


	Three Months Ended March 31,									Three Months Ended March 31,
	2019			2018			Change			2020			2019			Change
	(dollar amounts in thousands)									(dollar amounts in thousands)
Sales	$	880,038		$	967,391		$	(87,353	)	$	654,890		$	877,995		$	(223,105	)
Cost of products sold	762,490			796,511			(34,021		)	611,747			762,490			(150,743		)
Gross profit	117,548			170,880			(53,332		)	43,143			115,505			(72,362		)
Selling, administration & engineering expenses	86,974			80,440			6,534			70,671			86,974			(16,303		)
Amortization of intangibles	3,775			3,406			369			4,450			3,775			675
Restructuring charges	17,715			7,125			10,590			7,276			17,715			(10,439		)
Operating profit	9,084			79,909			(70,825		)
Impairment of assets held for sale										74,079			—			74,079
Other impairment charges										977			—			977
Operating (loss) profit										(114,310		)	7,041			(121,351		)
Interest expense, net of interest income	(11,932		)	(9,800		)	(2,132		)	(10,237		)	(11,932		)	1,695
Equity in earnings of affiliates	2,358			1,687			671			1,431			2,358			(927		)
Loss on refinancing and extinguishment of debt	—			(770		)	770
Other expense, net	(796		)	(1,719		)	923			(3,440		)	(796		)	(2,644		)
(Loss) income before income taxes	(1,286		)	69,307			(70,593		)
Income tax expense	2,331			11,891			(9,560		)
Net (loss) income	(3,617		)	57,416			(61,033		)
Loss before income taxes										(126,556		)	(3,329		)	(123,227		)
Income tax (benefit) expense										(14,117		)	2,034			(16,151		)
Net loss										(112,439		)	(5,363		)	(107,076		)
Net loss (income) attributable to noncontrolling interests	157			(624		)	781			1,851			(52		)	1,903
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(3,460	)	$	56,792		$	(60,252	)
Net loss attributable to Cooper-Standard Holdings Inc.										$	(110,588	)	$	(5,415	)	$	(105,173	)

Three Months Ended March 31, ~~2019~~2020 Compared with Three Months Ended March 31, ~~2018~~2019

Sales

Sales for the three months ended March 31, ~~2019~~2020 decreased ~~9.0%~~25.4%, compared to the three months ended March 31, ~~2018.~~2019. The decline was mainly driven by the decrease in vehicle production volume due to government imposed global lock-downs related to the COVID-19 pandemic, the sale of our AVS product line, customer price reductions and foreign exchange.



	Three Months Ended March 31,							Variance Due To:
	2020		2019		Change			Volume / Mix*			Foreign Exchange			Acquisitions / Divestiture, Net
	(dollar amounts in thousands)
Total sales	$	654,890	$	877,995	$	(223,105	)	$	(131,819	)	$	(13,540	)	$	(77,746	)

* Net of customer price reductions

Gross Profit

Three Months Ended March 31, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Other**
(dollar amounts in thousands)
Total sales $ 880,038
$ 967,391
$ (87,353 ) $ (105,890 ) $ (36,540 ) $ 55,077



	Three Months Ended March 31,									Variance Due To:
	2020			2019			Change			Volume / Mix*			Foreign Exchange			Cost Increases / (Decreases)**
	(dollar amounts in thousands)
Cost of products sold	$	611,747		$	762,490		$	(150,743	)	$	(67,676	)	$	(11,055	)	$	(72,012	)
Gross profit	43,143			115,505			(72,362		)	(64,143		)	(2,485		)	(5,734		)
Gross profit percentage of sales	6.6		%	13.2		%

* Net of customer price reductions

** ~~Other includes~~Includes the net impact of acquisitions

~~Gross Profit~~

Three Months Ended March 31, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Cost Increases / (Decreases)**
(dollar amounts in thousands)
Cost of products sold $ 762,490
$ 796,511
$ (34,021 ) $ (48,719 ) $ (33,635 ) $ 48,333
Gross profit 117,548
170,880
(53,332 ) (57,171 ) (2,905 ) 6,744
Gross profit percentage of sales 13.4 % 17.7 %

* Net of customer price reductions

** Other includes the net impact of acquisitions and divestiture

Cost of products sold is primarily comprised of material, labor, manufacturing overhead, freight, depreciation, warranty costs and other direct operating expenses. The Company’s material cost of products sold was approximately 47% and 52% of total cost of products sold for the three months ended March 31, 2020 and 2019, ~~and 51% of total~~respectively. The change in the cost of products sold ~~for~~was driven by government imposed global lock-downs related to the ~~three months ended March 31, 2018. Cost~~COVID-19 pandemic, the sale of ~~products sold was impacted by vehicle production mix, commodity price, foreign exchange, and wage inflation. These items were partially offset by~~our AVS product line, continuous improvement and lean manufacturing, ~~restructuring savings and~~ material cost ~~reductions.~~reductions, commodity price fluctuations, foreign exchanges, and wage inflation.

Gross profit for the three months ended March 31, ~~2019~~2020 decreased ~~31.2%~~$72.4 million or 62.6% compared to the three months ended March 31, ~~2018.~~2019. The decrease ~~in margin~~ was driven by the decline in vehicle production ~~mix,~~volume due to government imposed global lock-downs related to the COVID-19 pandemic, customer price reductions, commodity price ~~and~~inflation, foreign exchange pressures, and wage inflation. These items were partially offset by net favorable operational performance, restructuring savings, and ~~acquisitions.~~material cost reductions.

Selling, Administration and Engineering Expense. Selling, administration and engineering expense includes administrative expenses as well as product engineering and design and development costs. Sales, administration and engineering expense for the three months ended March 31, ~~2019~~2020 was ~~9.9%~~10.8% of sales compared to ~~8.3%~~9.9% for the three months ended March 31, ~~2018. This~~2019. The increase in rate was ~~primarily due to additional costs for newly acquired businesses, general inflation~~driven by lower total sales while the decrease in amount was driven by savings generated from lower compensation-related expenses and ~~divestiture-related expenses for~~the sale of our AVS ~~business,~~product line, partially offset by ~~savings from salaried employee initiatives.~~general inflation.

Restructuring. Restructuring charges for the three months ended March 31, ~~2019 increased $10.6~~2020 decreased $10.4 million compared to the three months ended March 31, ~~2018.~~2019. The ~~increase~~decrease was primarily driven by ~~higher~~lower restructuring charges in North America, Europe and ~~Europe primarily related to~~Asia Pacific, as certain salaried employee initiatives in North America and footprint rationalization initiatives in Europe and Asia Pacific ~~mainly due~~were substantially completed.

Impairment Charges. Non-cash impairment charges of $74.1 million for the three months ended March 31, 2020 related to ~~footprint rationalization.~~reducing the carrying value of the held for sale facilities to fair value less costs to sell. Fair value was determined using a market approach, estimated based on expected proceeds. Other non-cash impairment charges of $1.0 million related to property, plant and equipment in the Asia Pacific region.

Interest Expense, Net. Net interest expense for the three months ended March 31, ~~2019 increased $2.1~~2020 decreased $1.7 million compared to the three months ended March 31, ~~2018,~~2019, primarily due to ~~higher amounts of~~lower outstanding debt ~~primarily related to the ABL Facility.~~balances.

Other Expense, Net. Other expense for the three months ended March 31, ~~2019 decreased $0.9~~2020 increased $2.6 million compared to the three months ended March 31, ~~2018~~2019 primarily due to ~~lower~~higher foreign currency losses.

Income Tax Expense. Income tax ~~expense~~benefit for the three months ended March 31, ~~2019~~2020 was ~~$2.3~~$14.1 million on a loss before income taxes of ~~$1.3~~$126.6 million. This compares to an income tax expense of ~~$11.9~~$2.0 million on ~~earnings~~a loss before income taxes of ~~$69.3~~$3.3 million for the same period of ~~2018.~~2019. The effective tax rate for the three months ended March 31, ~~2019~~2020 compared to the three months ended March 31, ~~2018~~2019 differed primarily due to the geographic mix of pre-tax ~~earnings~~losses driven by the impairment change on held for sale entities and the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions. Additionally, a discrete expense of $13.3 million for the initial recognition of valuation allowances against net deferred tax assets in certain foreign jurisdictions was recorded in the three months ended March 31, 2020.

Segment Results of Operations

~~The Company operates~~Our business is now organized in ~~four~~the following reportable segments: North America, Europe, Asia Pacific and South America. ~~Consistent with how management assesses~~All other business activities are reported in Corporate, eliminations and other. The Company uses Segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the ~~segments, effective January 1, 2019, we changed~~resources to be allocated to the ~~measurement of our segments to adjusted EBITDA.~~segments. We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items. ~~The results of each segment include certain allocations for general, administrative, interest, and other shared costs.~~

The following tables present sales and segment adjusted EBITDA for each of the reportable segments.

Three Months Ended March 31, ~~2019~~2020 Compared with Three Months Ended March 31, ~~2018~~2019

Sales


	Three Months Ended March 31,							Variance Due To:								Three Months Ended March 31,							Variance Due To:
	2019		2018		Change			Volume / Mix^*			Foreign Exchange			Other		2020		2019		Change			Volume/ Mix^*			Foreign Exchange			Acquisitions/ Divestiture, Net
	(dollar amounts in thousands)															(dollar amounts in thousands)
Sales to external customers
North America	$	474,707	$	499,178	$	(24,471	)	$	(56,899	)	$	(3,440	)	$	35,868	$	334,801	$	447,718	$	(112,917	)	$	(57,291	)	$	(795	)	$	(54,831	)
Europe	254,599		292,401		(37,802		)	(17,456		)	(21,169		)	823		185,242		242,400		(57,158		)	(29,880		)	(5,816		)	(21,462		)
Asia Pacific	127,495		149,175		(21,680		)	(31,965		)	(8,101		)	18,386		79,344		125,452		(46,108		)	(41,669		)	(2,986		)	(1,453		)
South America	23,237		26,637		(3,400		)	430			(3,830		)	—		20,471		23,237		(2,766		)	830			(3,596		)	—
Total Automotive																619,858		838,807		(218,949		)	(128,010		)	(13,193		)	(77,746		)
Corporate, eliminations and other																35,032		39,188		(4,156		)	(3,809		)	(347		)	—
Consolidated	$	880,038	$	967,391	$	(87,353	)	$	(105,890	)	$	(36,540	)	$	55,077	$	654,890	$	877,995	$	(223,105	)	$	(131,819	)	$	(13,540	)	$	(77,746	)

^* Net of customer price reductions

Volume and mix, net of customer price reductions includes the impact of the decline in vehicle production volume as driven by government imposed global lock-downs related to the COVID-19 pandemic.

The impact of foreign currency exchange primarily relates to the Euro, ~~Chinese Renminbi,~~ Brazilian Real, ~~Mexican Peso~~ and ~~the Canadian Dollar.~~



		Page

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated ~~Statement~~Statements of Changes in Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2826
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36

	PART II. OTHER INFORMATION

Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3739
Item 6.	Exhibits	3840
SIGNATURES		3941



	Balance as of December 31, 2018		Adjustments due to adoption of ASC 842			Balance as of January 1, 2019

Prepaid expenses	$	36,878	$	(2,704	)	$	34,174
Assets held for sale	103,898		9,559			113,457
Operating lease right-of-use assets	—		102,268			102,268
Accrued liabilities	98,907		(336		)	98,571
Current operating lease liabilities	—		27,229			27,229
Liabilities held for sale	71,195		9,561			80,756
Long-term operating lease liabilities	—		75,276			75,276
Retained earnings	576,025		(2,607		)	573,418



	March 31, 2019
Assets held for sale	$	9,136
Operating lease right-of-use assets	92,508
Current operating lease liabilities	26,216
Liabilities held for sale	8,884
Long-term operating lease liabilities	68,905



	Three Months Ended March 31, 2019
Operating lease cost	$	8,680
Short-term lease cost	679
Variable lease cost	215
Finance lease cost:
Amortization of right-of-use assets	443
Interest on lease liabilities	455
Total lease cost	$	10,472



	Gain Recognized in OCI
		Three Months Ended March 31,
		2019		2018
Forward foreign exchange contracts		$	1,943	$	4,925
Interest rate swaps		—		338
Total		$	1,943	$	5,263



	March 31, 2019		December 31, 2018
Segment assets
North America	$	1,271,547	$	1,174,604
Europe	604,943		541,495
Asia Pacific	660,331		616,093
South America	61,744		54,629
Eliminations and other	216,257		236,282
Consolidated	$	2,814,822	$	2,623,103


◦•	The ~~increase in material cost pressure~~impact of foreign currency exchange is primarily driven by the Brazilian Real, Chinese Renminbi, Euro, Polish Zloty, and ~~general inflation;~~Czech Koruna.


•	The Cost (Increases) / Decreases category above includes:


◦	~~Launch related activity for engineering, prototypes and tooling;~~Reduction in compensation-related expenses, purchasing savings through lean initiatives, restructuring savings;


◦	Net operational efficiencies of ~~$25.0~~$16 million, weakened by the impact of COVID-19, primarily driven by our North America and ~~Europe segments;~~European segments.


(1)	Project costs recorded in selling, administration and engineering expense related to assets held for sale in 2020 and acquisitions and ~~planned divestiture.~~divestiture costs in 2019.


(2)	~~Loss on refinancing and extinguishment~~ Non-cash impairment charges of ~~debt~~$684 related to ~~the applicable amendment~~fixed assets, net of ~~the Term Loan Facility entered into during such period.~~approximately $293 attributable to our noncontrolling interests.


(3)	Lease termination costs no longer recorded as Restructuring charges in accordance with ASC 842.



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share⁽²⁾	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
January 1, 2019 through January 31, 2019	85,131	69.83	85,000	128.7
February 1, 2019 through February 28, 2019	38,217	66.26	—	128.7
March 1, 2019 through March 31, 2019	402	58.18	—	128.7
Total	123,750		85,000	128.7



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
January 1, 2020 through January 31, 2020	—	$	—	—	$	98.7
February 1, 2020 through February 29, 2020	19,086	25.19		—	98.7
March 1, 2020 through March 31, 2020	306	12.44		—	98.7
Total	19,392			—


(1)	Includes shares repurchased by the Company to satisfy employee tax withholding requirements due upon the vesting of restricted stock awards.




Exhibit No.		Description of Exhibit
10.1*		Form of ~~2019~~2020 Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan Nonqualified Stock Option Agreement.

10.2*		Form of ~~2019~~2020 Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan Performance Unit Award Agreement (cash-settled award).

10.3*		Form of ~~2019 Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan Performance Unit Award Agreement (stock-settled award).~~

10.4*		~~Form of 2019 Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (cash or stock-settled award).~~

10.5*		~~Form of 2019~~2020 Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (cash-settled award).

10.4*		Amendment No. 1, dated as of March 24, 2020, to the Third Amended and Restated Loan Agreement and Limited Waiver by and among CS Intermediate Holdco 1 LLC, Cooper-Standard Automotive Inc., Cooper-Standard Automotive Canada Limited, Cooper-Standard Automotive International Holdings B.V., certain subsidiaries of Cooper-Standard Automotive Inc., the lenders party thereto and Bank of America, N.A. as agent for such lenders.

10.5*		Cooper-Standard Automotive Inc. US Salary Deferral Program, dated April 20, 2020, with Program Term starting May 4, 2020.

31.1*		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

31.2*		Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

32**		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH***		Inline XBRL Taxonomy Extension Schema Document

101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		Inline XBRL Taxonomy Label Linkbase Document

101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104***		Cover Page Interactive Data File, formatted in Inline XBRL



*	Filed with this Report.
**	Furnished with this Report.
***	Submitted electronically with this Report in accordance with the provisions of Regulation S-T.



				COOPER-STANDARD HOLDINGS INC.

May ~~2, 2019~~11, 2020				/S/ JONATHAN P. BANAS
Date				Jonathan P. Banas Chief Financial Officer (Principal Financial Officer)