Pension Benefits
Nine Months Ended September 30,
2019 2018
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 567
$ 2,985
$ 639
$ 3,200
Interest cost 8,856
3,047
8,118
3,151
Expected return on plan assets (12,465 ) (1,785 ) (13,063 ) (1,890 )
Amortization of prior service cost and actuarial loss 2,343
1,798
1,803
2,008
Net periodic benefit (income) cost $ (699 ) $ 6,045
$ (2,503 ) $ 6,469

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

Other Postretirement Benefits
Three Months Ended September 30,
2019 2018
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 26
$ 93
$ 77
$ 123
Interest cost 202
182
299
195
Amortization of prior service credit and actuarial gain (566 ) 94
(418 ) 77
Other —
—
2
—
Net periodic benefit (income) cost $ (338 ) $ 369
$ (40 ) $ 395

Other Postretirement Benefits
Nine Months Ended September 30,
2019 2018
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 92
$ 301
$ 231
$ 373
Interest cost 663
564
899
591
Amortization of prior service credit and actuarial gain (1,874 ) 225
(1,254 ) 231
Other —
—
4
—
Net periodic benefit (income) cost $ (1,119 ) $ 1,090
$ (120 ) $ 1,195












	Other Postretirement Benefits
	Three Months Ended June 30,
	2020						2019
	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	26	$	93	$	25	$	91
Interest cost	170		168		202		179
Amortization of prior service credit and actuarial gain	(483)		104		(566)		93

Net periodic benefit (income) cost	$	(287)	$	365	$	(339)	$	363
	Other Postretirement Benefits
	Six Months Ended June 30,
	2020						2019
	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	52	$	189	$	66	$	208
Interest cost	340		341		461		382
Amortization of prior service credit and actuarial gain	(966)		211		(1,308)		131

Net periodic benefit (income) cost	$	(574)	$	741	$	(781)	$	721

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.

~~Subsequent event~~

Subsequent to the end of the Company's third quarter, on October 1, 2019, the Company completed the purchase of a bulk annuity policy designed to match the liabilities of its U.S. pension plan, resulting in a reduction of the Company’s overall projected benefit obligation by $57,323. There were no additional cash contributions as part of the transaction and no material changes to the overall funded ratio as a result of the settlement. The transaction is anticipated to be completed in the fourth quarter of 2019 and the Company expects to incur non-cash settlement charges of approximately $15,042.

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

The components of other expense, net were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Foreign currency losses $ (73 ) $ (1,184 ) $ (1,529 ) $ (2,893 )
Components of net periodic benefit cost other than service cost (404 ) (165 ) (1,372 ) (598 )
Losses on sales of receivables (218 ) (348 ) (691 ) (1,065 )
Miscellaneous income 181
—
501
583
Other expense, net $ (514 ) $ (1,697 ) $ (3,091 ) $ (3,973 )


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Foreign currency losses	$	(3,791)	$	(1,172)	$	(7,023)	$	(1,456)
Components of net periodic benefit cost other than service cost	(46)		(551)		(109)		(968)
Factoring costs	(162)		(148)		(471)		(473)
Miscellaneous (expense) income	(702)		90		(538)		320
Other expense, net	$	(4,701)	$	(1,781)	$	(8,141)	$	(2,577)

~~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, ~~(benefit),~~ income (loss) before income taxes and the corresponding effective tax rate for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Income tax expense (benefit) $ (574 ) $ (1,190 ) $ 45,996
$ 19,831
Income (loss) before income taxes (16,172 ) 31,474
171,532
153,113
Effective tax rate 4 % (4 )% 27 % 13 %


	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
Income tax (benefit) expense	$	(38,982)		$	44,222		$	(53,099)		$	46,256
(Loss) income before income taxes	(174,966)			188,882			(301,522)			185,553
Effective tax rate	22		%	23		%	18		%	25		%

The effective tax rate for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2018 was higher~~2019 varied from prior periods primarily due to the geographic mix of ~~increased~~ pre-tax ~~earnings as a result of~~losses driven by the impairment charge on held for sale ~~of the AVS product line recorded in the nine months ended September 30, 2019~~entities and the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions. Additionally, a discrete expense of $12,871 for the initial recognition of valuation allowances against net deferred tax assets in certain foreign jurisdictions was recorded in ~~both~~ the ~~three and nine~~six months ended ~~September~~June 30, ~~2019. Additionally, benefits recorded from adjustments to provisional amounts recorded as a result~~2020. In accordance with recent legislation, one of the ~~U.S. Tax Cuts~~business tax provisions of the Coronavirus Aid, Relief, and ~~Jobs~~Economic Security Act ~~resulted~~(“CARES Act”) allows 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 ~~lower~~$14,344 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 and ~~nine~~six months ended ~~September~~June 30, ~~2018.~~

2020. The income tax rate for the three and ~~nine~~six months ended ~~September~~June 30, ~~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 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.

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

Basic net (loss) income ~~or loss~~ per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net (loss) income ~~or 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 ~~or loss~~ per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net (loss) income ~~or 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
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Net income (loss) available to Cooper-Standard Holdings Inc. common stockholders $ (13,853 ) $ 32,156
$ 127,983
$ 130,825

Basic weighted average shares of common stock outstanding 16,880,736
17,828,358
17,240,366
17,939,544
Dilutive effect of common stock equivalents —
380,810
64,428
409,072
Diluted weighted average shares of common stock outstanding 16,880,736
18,209,168
17,304,794
18,348,616

Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc. $ (0.82 ) $ 1.80
$ 7.42
$ 7.29

Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc. $ (0.82 ) $ 1.77
$ 7.40
$ 7.13


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019


Net (loss) income available to Cooper-Standard Holdings Inc. common stockholders	$	(134,219)	$	145,205	$	(244,807)	$	139,790

Basic weighted average shares of common stock outstanding	16,914,971		17,312,359		16,899,344		17,423,162
Dilutive effect of common stock equivalents	—		64,099		—		67,806
Diluted weighted average shares of common stock outstanding	16,914,971		17,376,458		16,899,344		17,490,968

Basic net (loss) income per share attributable to Cooper-Standard Holdings Inc.	$	(7.93)	$	8.39	$	(14.49)	$	8.02

Diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc.	$	(7.93)	$	8.36	$	(14.49)	$	7.99

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

~~18.~~17. Accumulated Other Comprehensive Loss

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


	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
Foreign currency translation adjustment
Balance at beginning of period	$	(182,315)		$	(139,505)		$	(153,933)		$	(141,104)
Other comprehensive income (loss) before reclassifications	6,699		⁽¹⁾	(9,025)		⁽¹⁾	(21,683)		⁽¹⁾	(7,426)		⁽¹⁾
Amounts reclassified from accumulated other comprehensive loss	—			3,824			—			3,824
Balance at end of period	$	(175,616)		$	(144,706)		$	(175,616)		$	(144,706)
Benefit plan liabilities
Balance at beginning of period	$	(97,478)		$	(102,988)		$	(100,160)		$	(104,375)
Other comprehensive income (loss) before reclassifications	(1,405)		⁽²⁾	(3,225)		⁽²⁾	619		⁽²⁾	(2,348)		⁽²⁾
Amounts reclassified from accumulated other comprehensive loss	689		⁽³⁾	278		⁽⁴⁾	1,347		⁽⁵⁾	788		⁽⁶⁾
Balance at end of period	$	(98,194)		$	(105,935)		$	(98,194)		$	(105,935)
Fair value change of derivatives
Balance at beginning of period	$	(9,724)		$	795		$	352		$	(458)
Other comprehensive income (loss) before reclassifications	2,828		⁽⁷⁾	1,438		⁽⁷⁾	(7,156)		⁽⁷⁾	2,928		⁽⁷⁾
Amounts reclassified from accumulated other comprehensive loss	3,410		⁽⁸⁾	(610)		⁽⁸⁾	3,318		⁽⁸⁾	(847)		⁽⁸⁾
Balance at end of period	$	(3,486)		$	1,623		$	(3,486)		$	1,623
Accumulated other comprehensive loss, ending balance	$	(277,296)		$	(249,018)		$	(277,296)		$	(249,018)

(1)Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of $3,485 and $(848) for the three months ended June 30, 2020 and 2019, respectively, and $(19,218) and $1,966 for the six months ended June 30, 2020 and 2019, respectively.

(2)Net of tax (benefit) expense of $(47) and $(918) for the three months ended June 30, 2020 and 2019, respectively, and $290 and $(907) for the six months ended June 30, 2020 and 2019, respectively. Includes other comprehensive loss of $3,224 for each of the three and six months ended June 30, 2019 related to benefit plan liability remeasurement due to the divestiture of the Company’s AVS product line. See Note 3. “Assets Held for Sale and Divestiture.”

(3)Includes the effect of the amortization of actuarial losses of $915 and amortization of prior service cost of $21, net of tax of $247. See Note 13. “Pension and Postretirement Benefits Other Than Pensions.”

(4)Includes the effect of the amortization of actuarial losses of $970, offset by the amortization of prior service credits of $34, net settlement gain of $65 and curtailment gain of $204, net of tax of $389. The settlement and curtailment relate to the divestiture of the Company’s AVS product line. See Note 3. “Assets Held for Sale and Divestiture.”

(5)Includes the effect of the amortization of actuarial losses of $1,787 and amortization of prior service cost of $42, net of tax of $482. See Note 13. “Pension and Postretirement Benefits Other Than Pensions.”

(6)Includes the effect of the amortization of actuarial losses of $1,743, offset by the amortization of prior service credits of $113, net settlement gain of $65 and curtailment gain of $204, net of tax of $573. The settlement and curtailment relate to the divestiture of the Company’s AVS product line. See Note 3. “Assets Held for Sale and Divestiture.”

(7)Net of tax expense (benefit) of $544 and $429 for the three months ended June 30, 2020 and 2019, respectively, and $(2,343) and $882 for the six months ended June 30, 2020 and 2019, respectively. See Note 11. “Fair Value Measurements and Financial Instruments.”

(8)Net of tax (benefit) expense of $(1,256) and $217 for the three months ended June 30, 2020 and 2019, respectively, and $(1,233) and $305 for the six months ended June 30, 2020 and 2019, respectively. See Note 11. “Fair Value Measurements and Financial Instruments.”

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Foreign currency translation adjustment
Balance at beginning of period $ (144,899 ) $ (120,386 ) $ (141,255 ) $ (95,485 )
Other comprehensive income (loss) before reclassifications (28,652 )
⁽¹⁾
(14,623 )
⁽¹⁾
(32,296 )
⁽¹⁾
(39,524 )
⁽¹⁾
Balance at end of period $ (173,551 ) $ (135,009 ) $ (173,551 ) $ (135,009 )
Benefit plan liabilities
Balance at beginning of period $ (105,935 ) $ (105,060 ) $ (104,375 ) $ (100,749 )
Other comprehensive income (loss) before reclassifications 1,634
⁽²⁾
(6 )
⁽²⁾
(714 )
⁽²⁾
1,784
⁽²⁾
Amounts reclassified from accumulated other comprehensive loss 612
⁽³⁾
662
⁽⁴⁾
1,400
⁽⁵⁾
(5,439 )
⁽⁶⁾
Balance at end of period $ (103,689 ) $ (104,404 ) $ (103,689 ) $ (104,404 )
Fair value change of derivatives
Balance at beginning of period $ 1,623
$ (1,077 ) $ (458 ) $ (1,397 )
Other comprehensive income (loss) before reclassifications (1,109 )
⁽⁷⁾
1,736
⁽⁷⁾
1,819
⁽⁷⁾
2,638
⁽⁷⁾
Amounts reclassified from accumulated other comprehensive loss (449 )
⁽⁸⁾
(255 )
⁽⁸⁾
(1,296 )
⁽⁸⁾
(837 )
⁽⁸⁾
Balance at end of period $ 65
$ 404
$ 65
$ 404

Accumulated other comprehensive loss, ending balance $ (277,175 ) $ (239,009 ) $ (277,175 ) $ (239,009 )


~~(1)~~	Includes other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature of $10,785 and $473 for the three months ended September 30, 2019 and 2018, respectively, and $8,819 and $10,713 for the nine months ended September 30, 2019 and 2018, respectively.

~~(2)~~

Net of tax (benefit) expense of $(76) and $(97) for the three months ended September 30, 2019 and 2018, respectively, and $(983) and $8,628 for the nine months ended September 30, 2019 and 2018, respectively. Includes other comprehensive loss of $3,224 for the nine months ended September 30, 2019 related to benefit plan liability remeasurement due to the divestiture of the Company’s AVS product line. See Note 4. “Divestiture.”


~~(3)~~	Includes the effect of the amortization of actuarial losses of $864, offset by the amortization of prior service credits of $39, net of tax of $213. See Note 14. “Pension and Postretirement Benefits Other Than Pensions.”


~~(4)~~	~~Includes the amortization of actuarial losses of $995, offset by prior service credits of $85, net of tax of $248. See Note 14. “Pension and Postretirement Benefits Other Than Pensions.”~~

~~(5)~~

Includes the effect of the amortization of actuarial losses of $2,607, offset by the amortization of prior service credits of $152, net settlement gain of $65 and curtailment gain of $204, net of tax of $786. The settlement and curtailment relate to the divestiture of the Company’s AVS product line. See Note 4. “Divestiture” and Note 14. “Pension and Postretirement Benefits Other Than Pensions.”


~~(6)~~	Includes the effect of the adoption of ASU 2018-02 of $8,569 and the amortization of prior service credits of $244, offset by curtailment loss of $1,123 and the amortization of actuarial losses of $2,981, net of tax of $730. See Note 14. “Pension and Postretirement Benefits Other Than Pensions.”


~~(7)~~	Net of tax (benefit) expense of $(258) and $517 for the three months ended September 30, 2019 and 2018, respectively, and $624 and $1,218 for the nine months ended September 30, 2019 and 2018, respectively. See Note 12. “Fair Value Measurements and Financial Instruments.”


~~(8)~~	Net of tax expense of $165 and $146 for the three months ended September 30, 2019 and 2018, respectively, and $470 and $280 for the nine months ended September 30, 2019 and 2018, respectively. Includes the effect of the adoption of ASU 2018-02 of $70 for the nine months ended September 30, 2018. See Note 12. “Fair Value Measurements and Financial Instruments.”

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

~~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 $150,000 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 ~~September~~June 30, ~~2019,~~2020, the Company had approximately $98,720 of repurchase authorization remaining under the 2018 Program.

The Company did not make any repurchases during the six months ended June 30, 2020.

2019 Repurchases

In May 2019, the Company entered into an accelerated share repurchase (“ASR”) agreement with a third-party financial institution to repurchase the Company’s common stock pursuant to the 2018 Program. Under the ASR agreement, the Company made an up-front payment of $30,000 and received an initial delivery of 626,305 shares of its common stock in the second quarter of 2019. The repurchase was completed in the third quarter of 2019 when the Company received final delivery of an additional 72,875 shares. A total of 699,180 shares were repurchased at a weighted average purchase price of $42.91 per share.

In addition to the repurchase under the ASR agreement, during the ~~nine~~six months ended ~~September~~June 30, 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.

~~2018 Repurchases~~

In June 2018, the Company entered into an ASR agreement with a third-party financial institution to repurchase the Company’s common stock. Under this ASR agreement, the Company made an up-front payment of $35,000 and received an initial delivery of 207,193 shares in the second quarter of 2018. The ASR was completed in the third quarter of 2018 when the Company received an additional 51,092 shares. A total of 258,285 shares were repurchased at a weighted average purchase price of $135.51 per share.

In addition to the repurchase under this ASR agreement, during the nine months ended September 30, 2018, the Company repurchased 69,503 shares of its common stock at an average purchase price of $122.64 per share, excluding commissions, for a total cost of $8,524.

~~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.

Share-based compensation expense was as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
PUs $ 617
$ 506
$ 1,507
$ 3,885
RSUs 2,382
2,467
6,391
7,776
Stock options 812
802
2,395
2,456
Total $ 3,811
$ 3,775
$ 10,293
$ 14,117


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
PUs	$	145	$	241	$	219	$	890
RSUs	1,767		2,287		3,410		4,009
Stock options	649		768		1,306		1,583
Total	$	2,561	$	3,296	$	4,935	$	6,482

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

~~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 September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Sales⁽¹⁾
$ 6,723
$ 7,222
$ 22,256
$ 23,302
Purchases⁽²⁾
82
204
806
614
Dividends received⁽³⁾
—
239
4,917
4,747


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Sales⁽¹⁾	$	2,355	$	8,099	$	8,430	$	15,533
Purchases⁽²⁾	22		399		178		724
Dividends received⁽³⁾	—		—		5,245		4,917

⁽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 as of ~~September~~June 30, 2020 and December 31, 2019 were ~~$4,799. Amounts receivable from NISCO~~$2,513 and Sujan Cooper Standard AVS Private Limited as of December 31, 2018 were $6,066. On April 1, 2019, the Company sold its equity interest in Sujan Cooper Standard AVS Private Limited in connection with the divestiture of its AVS product line. See Note 4. “Divestiture.”$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 ~~September~~June 30, ~~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 ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the undiscounted reserve for environmental investigation and remediation was approximately ~~$4,703~~$7,607 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 4the 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 and six months ended June 30, 2019 have been reclassified from North America and Europe from the table below. The adjusted EBITDA amounts previously reported for the three and six months ended June 30, 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. On April 1, 2019, the Company completed the divestiture of the 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.

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

Three Months Ended September 30,
2019
2018
External Sales Intersegment Sales Adjusted EBITDA External Sales Intersegment Sales Adjusted EBITDA
North America $ 393,747
$ 7,488
$ 62,603
$ 471,553
$ 3,437
$ 71,589
Europe 197,409
3,053
6,750
228,332
4,363
934
Asia Pacific 112,642
894
(22,921 ) 136,155
1,307
(1,253 )
South America 25,223
18
(2,906 ) 25,613
17
(1,699 )
Eliminations and other —
(11,453 ) —
—
(9,124 ) —
Consolidated $ 729,021
$ —
$ 43,526
$ 861,653
$ —
$ 69,571

Nine Months Ended September 30,
2019 2018
External Sales Intersegment Sales Adjusted EBITDA External Sales Intersegment Sales Adjusted EBITDA
North America $ 1,273,317
$ 14,174
$ 175,034
$ 1,448,339
$ 11,056
$ 241,037
Europe 668,225
9,259
22,273
799,857
11,780
40,194
Asia Pacific 358,740
2,512
(23,740 ) 433,324
4,301
23,541
South America 73,583
71
(5,576 ) 75,786
72
(4,657 )
Eliminations and other —
(26,016 ) —
—
(27,209 ) —
Consolidated $ 2,373,865
$ —
$ 167,991
$ 2,757,306
$ —
$ 300,115

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019
2018
Adjusted EBITDA $ 43,526
$ 69,571
$ 167,991
$ 300,115
Gain on sale of business (1,730 ) —
188,180
—
Restructuring charges (5,572 ) (2,703 ) (29,214 ) (19,841 )
Impairment charges (1,958 ) —
(4,146 ) —
Project costs (335 ) —
(2,003 ) —
Lease termination costs (512 ) —
(1,003 ) —
Gain on sale of land —
10,714
—
10,714
Amortization of inventory write-up —
(535 ) —
(535 )
Loss on refinancing and extinguishment of debt —
—
—
(770 )
EBITDA $ 33,419
$ 77,047
$ 319,805
$ 289,683
Income tax (expense) benefit 574
1,190
(45,996 ) (19,831 )
Interest expense, net of interest income (10,351 ) (9,983 ) (33,858 ) (29,756 )
Depreciation and amortization (37,495 ) (36,098 ) (111,968 ) (109,271 )
Net income attributable to Cooper-Standard Holdings Inc. $ (13,853 ) $ 32,156
$ 127,983
$ 130,825

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:


	Three Months Ended June 30,
	2020										2019
	External Sales		Intersegment Sales		Adjusted EBITDA		External Sales		Intersegment Sales		Adjusted EBITDA
North America	$	126,337	$	2,128	$	(42,874)	$	379,121	$	4,359	$	53,883
Europe	78,805		1,224		(41,403)		205,029		3,122		5,996
Asia Pacific	105,726		213		(2,172)		118,495		877		(1,826)
South America	3,881		—		(4,351)		25,124		48		(1,106)
Total Automotive	314,749		3,565		(90,800)		727,769		8,406		56,947
Corporate, eliminations and other	25,718		(3,565)		(2,952)		36,929		(8,406)		1,024
Consolidated	$	340,467	$	—	$	(93,752)	$	764,698	$	—	$	57,971

	Six Months Ended June 30,
	2020										2019
	External Sales		Intersegment Sales		Adjusted EBITDA		External Sales		Intersegment Sales		Adjusted EBITDA
North America	$	461,138	$	6,596	$	(5,855)	$	826,839	$	9,066	$	113,034
Europe	264,047		4,315		(46,026)		447,429		6,207		15,271
Asia Pacific	185,070		670		(19,229)		243,947		1,618		(2,233)
South America	24,352		68		(8,928)		48,361		53		(2,139)
Total Automotive	934,607		11,649		(80,038)		1,566,576		16,944		123,933
Corporate, eliminations and other	60,750		(11,649)		(5,435)		76,117		(16,944)		(1,828)
Consolidated	$	995,357	$	—	$	(85,473)	$	1,642,693	$	—	$	122,105


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Adjusted EBITDA	$	(93,752)	$	57,971	$	(85,473)	$	122,105
Gain on sale of business	—		189,910		—		189,910
Impairment of assets held for sale	(12,391)		—		(86,470)		—
Restructuring charges	(9,774)		(5,927)		(17,050)		(23,642)
Project costs	(1,809)		(405)		(4,234)		(1,668)
Other impairment charges	(163)		(2,188)		(847)		(2,188)
Lease termination costs	(81)		(491)		(601)		(491)



EBITDA	$	(117,970)	$	238,870	$	(194,675)	$	284,026
Income tax benefit (expense)	38,982		(44,222)		53,099		(46,256)
Interest expense, net of interest income	(12,771)		(11,575)		(23,008)		(23,507)
Depreciation and amortization	(42,460)		(37,868)		(80,223)		(74,473)
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(134,219)	$	145,205	$	(244,807)	$	139,790

September 30,
2019 December 31,
2018
Segment assets
North America $ 1,225,898
$ 1,174,604
Europe 568,246
541,495
Asia Pacific 612,228
616,093
South America 62,660
54,629
Eliminations and other 176,415
236,282
Consolidated $ 2,645,447
$ 2,623,103

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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


	June 30, 2020		December 31, 2019
Segment assets:
North America	$	908,339	$	1,040,650
Europe	431,781		553,977
Asia Pacific	521,830		614,952
South America	53,341		65,438
Total Automotive	1,915,291		2,275,017
Corporate, eliminations and other	573,306		360,565
Consolidated	$	2,488,597	$	2,635,582

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. On April 1, 2019, we completed the divestiture of the ~~anti-vibration systems~~AVS 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 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 half 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 5.0% in 2020.

InEconomic conditions and consumer confidence in North America ~~general economic conditions~~ have been ~~strong~~negatively impacted by concerns over the COVID-19 pandemic and ~~relatively stable since 2018. Led by~~government-imposed shutdowns 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 8.0% for the North America region in 2020.

While most states have begun to re-open their economies, continued rolling outbreaks of COVID-19 cases and uncertainty related to the presidential election in the United States will likely weigh on consumer confidence in North America well into the fourth quarter of 2020 and possibly into 2021.

In the European region, the IMF is projecting economic ~~growth~~contraction of approximately 10.2% for 2020. Current and potential future impacts of the COVID-19 pandemic will continue to weigh on the economies of the region. Due to the pandemic, certain European governments mandated closures of broad segments of the economy in the first half of the year. Re-opening of the economies has begun at varying times and rates across the region. Most automotive manufacturers resumed production by mid-May to early June. As part of a broad economic recovery program, the European Union is considering various incentives to stimulate automotive demand in the region. Even as businesses in the region ~~is expected~~return to ~~continue through the remainder of 2019, albeit at a more modest rate than last year. Consumer confidence, employment~~work, geopolitical concerns and inflation remain at healthy levels. Continued uncertainty regarding global trade relationships and Federal Reserve interest rate policies, among other factors, could dampen economic momentum, while positive developments in these areas could be a positive catalyst. In Canada and Mexico, economic growth has slowed but is expected to remain positive for the full year in 2019. The mix of vehicles produced and sold in North America 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, and the underlying issues and uncertainties responsible for the slowdown have carried over into the first three quarters of 2019. Geopolitical concerns, the implementation of new environmental regulations in the automotive industry and the slowing of economic conditions within key trading partner countries have weighed on consumer confidence and industrial investment. The continuation of global trade tensions, financial pressures within some of the key European Union member countries and the United Kingdom’s pending separation from the European Union (“Brexit”) will likely continue to ~~create a high level of uncertainty and challenge the regional~~impact economic ~~outlook for the remainder of 2019 and into 2020.~~growth.

In the Asia Pacific region, the IMF expects China’s economic growth rate ~~has slowed~~ to ~~its lowest pace~~slow to just 1.0% in ~~nearly three decades. Rising debt, higher interest rates, inflation~~2020, following two months of aggressive COVID-19 containment measures during the first quarter. While the containment measures have been lifted and ~~uncertainty continue to pressure domestic consumption, while on-going tension within U.S.-China trade relationships is impacting exports. Despite~~many industries are once again approaching normalized production levels, significant challenges remain for the Chinese ~~government’s recent announcements~~economy. Consumer confidence is likely to remain suppressed for a period of ~~a series~~time, dampening both investment and

consumption. In addition, potential new policies by the United States and other developed countries that would encourage the repatriation of ~~tax cuts and planned increases in infrastructure spending, there remains uncertainty related to economic growth~~production of certain strategically sensitive products in the ~~remainder~~wake of ~~2019~~the COVID-19 pandemic could reduce export demand and ~~into 2020.~~further pressure employment levels within China.

In South America, the IMF estimates that the Brazilian economy will contract by approximately 9.1% in 2020 as compared to 2019. Unemployment is projected to exceed 15.0%. In response to the COVID-19 pandemic, the Brazilian government has ~~regained some momentum following a slight contraction~~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 the first quarter of 2019. At the end of the third quarter, both the manufacturing purchasing managers’ index (PMI) and consumer confidence reached their highest levels of the year. However, lower demand for exports from neighboring Argentina and continued trade tensions globally will likely suppress economic growth in the near term.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.

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 the first quarter of 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 the first quarter of 2020, albeit at a lower capacity and ~~other factors, such~~has steadily increased in production capacity throughout the second quarter. For our North America and Europe facilities, production resumed in May 2020 at a lower capacity and has increased through the remainder of the second quarter. Finally, for our South America facilities, production resumed in the second quarter, but has remained at a lower capacity. We are collaborating closely with our customers as ~~interest rates, manufacturer~~production volume continues to increase, while also adhering to 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 and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 was as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
(In millions of units)	2020⁽¹⁾	2019⁽¹⁾	% Change	2020⁽¹⁾	2019⁽¹⁾	% Change
North America	1.3	4.2	(69.1)%	5.1	8.5	(39.9)%
Europe	2.1	5.6	(62.3)%	6.8	11.3	(39.7)%
Asia Pacific	8.4	10.9	(22.8)%	16.7	22.6	(26.3)%
Greater China	6.0	5.5	9.1%	9.3	11.5	(19.6)%
South America	0.2	0.9	(82.0)%	0.8	1.7	(51.0)%

Three Months Ended September 30, Nine Months Ended September 30,
(In millions of units)
2019⁽¹⁾

2018⁽¹⁾
% Change
2019⁽¹⁾

2018⁽¹⁾
% Change
North America 4.0
4.0
(0.4)% 12.5
12.8
(2.2)%
Europe 4.7
4.6
0.7% 15.9
16.6
(3.8)%
Asia Pacific 11.2
11.7
(4.6)% 33.8
36.4
(7.0)%
Greater China 5.9
6.2
(5.3)% 17.5
19.7
(11.5)%
South America 0.9
0.9
(4.7)% 2.5
2.6
(3.5)%
(1)Production data based on IHS Automotive, July 2020.


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

~~In North America, total~~Total vehicle production has decreased ~~slightly compared~~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 have been accompanied by decreased demand for vehicles, as new vehicle sales are highly dependent on strong consumer confidence and low unemployment. While the outlook for the second half of the year remains uncertain, there are signs that the global economy is beginning to ~~2018. Continuing recent trends in~~rebound from the impacts of the pandemic. Lower unemployment rates, improving consumer ~~demand, production of passenger cars declined while production of sport utility vehicles~~confidence and ~~crossover vehicles increased. We expect these trends to continue in North America throughout the remainder of 2019. In addition, delayed ramp up of key~~lower than normal light vehicle ~~platforms at certain customers and the United Auto Workers (“UAW”) work stoppage against General Motors, our second largest customer, impacted vehicle production volumes in the region.~~

~~European and Asia Pacific~~inventory levels could all have a positive impact on light vehicle production declined overall during the year. These changes reflect consumer demand and 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 and into 2020.

going forward.

Results of Operations

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 Change 2019 2018 Change
(dollar amounts in thousands)
Sales $ 729,021
$ 861,653
$ (132,632 ) $ 2,373,865
$ 2,757,306
$ (383,441 )
Cost of products sold 659,313
741,998
(82,685 ) 2,088,631
2,315,406
(226,775 )
Gross profit 69,708
119,655
(49,947 ) 285,234
441,900
(156,666 )
Selling, administration & engineering expenses 63,020
82,134
(19,114 ) 224,164
238,913
(14,749 )
Gain on sale of business 1,730
—
1,730
(188,180 ) —
(188,180 )
Gain on sale of land —
(10,714 ) 10,714
—
(10,714 ) 10,714
Amortization of intangibles 4,250
3,791
459
13,173
10,596
2,577
Restructuring charges 5,572
2,703
2,869
29,214
19,841
9,373
Impairment charges 1,958
—
1,958
4,146
—
4,146
Operating profit (loss) (6,822 ) 41,741
(48,563 ) 202,717
183,264
19,453
Interest expense, net of interest income (10,351 ) (9,983 ) (368 ) (33,858 ) (29,756 ) (4,102 )
Equity in earnings of affiliates 1,515
1,413
102
5,764
4,348
1,416
Loss on refinancing and extinguishment of debt —
—
—
—
(770 ) 770
Other expense, net (514 ) (1,697 ) 1,183
(3,091 ) (3,973 ) 882
Income (loss) before income taxes (16,172 ) 31,474
(47,646 ) 171,532
153,113
18,419
Income tax expense (benefit) (574 ) (1,190 ) 616
45,996
19,831
26,165
Net income (loss) (15,598 ) 32,664
(48,262 ) 125,536
133,282
(7,746 )
Net (income) loss attributable to noncontrolling interests 1,745
(508 ) 2,253
2,447
(2,457 ) 4,904
Net income (loss) attributable to Cooper-Standard Holdings Inc. $ (13,853 ) $ 32,156
$ (46,009 ) $ 127,983
$ 130,825
$ (2,842 )


	Three Months Ended June 30,										Six Months Ended June 30,
	2020		2019		Change		2020		2019		Change
	(dollar amounts in thousands)
Sales	$	340,467	$	764,698	$	(424,231)	$	995,357	$	1,642,693	$	(647,336)
Cost of products sold	400,838		666,828		(265,990)		1,012,585		1,429,318		(416,733)
Gross profit (loss)	(60,371)		97,870		(158,241)		(17,228)		213,375		(230,603)
Selling, administration & engineering expenses	68,271		74,170		(5,899)		138,942		161,144		(22,202)
Gain on sale of business	—		(189,910)		189,910		—		(189,910)		189,910
Amortization of intangibles	3,513		5,148		(1,635)		7,963		8,923		(960)
Restructuring charges	9,774		5,927		3,847		17,050		23,642		(6,592)
Impairment of assets held for sale	12,391		—		12,391		86,470		—		86,470
Other impairment charges	163		2,188		(2,025)		1,140		2,188		(1,048)
Operating (loss) profit	(154,483)		200,347		(354,830)		(268,793)		207,388		(476,181)
Interest expense, net of interest income	(12,771)		(11,575)		(1,196)		(23,008)		(23,507)		499
Equity in (losses) earnings of affiliates	(3,011)		1,891		(4,902)		(1,580)		4,249		(5,829)
Other expense, net	(4,701)		(1,781)		(2,920)		(8,141)		(2,577)		(5,564)
(Loss) income before income taxes	(174,966)		188,882		(363,848)		(301,522)		185,553		(487,075)
Income tax (benefit) expense	(38,982)		44,222		(83,204)		(53,099)		46,256		(99,355)
Net (loss) income	(135,984)		144,660		(280,644)		(248,423)		139,297		(387,720)
Net loss attributable to noncontrolling interests	1,765		545		1,220		3,616		493		3,123
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(134,219)	$	145,205	$	(279,424)	$	(244,807)	$	139,790	$	(384,597)

Three Months Ended ~~September~~June 30, ~~2019~~2020 Compared with Three Months Ended ~~September~~June 30, ~~2018~~2019

Sales

Sales for the three months ended ~~September~~June 30, ~~2019~~2020 decreased ~~15.4%~~55.5%, compared to the three months ended ~~September~~June 30, ~~2018.~~2019. The decline was almost entirely driven by the decrease in vehicle production volume due to government imposed global shutdowns related to the COVID-19 pandemic.

Three Months Ended September 30, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Acquisitions / Divestiture, Net
(dollar amounts in thousands)
Total sales $ 729,021
$ 861,653
$ (132,632 ) $ (67,511 ) $ (14,193 ) $ (50,928 )


	Three Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume / Mix*		Foreign Exchange		Divestiture
	(dollar amounts in thousands)
Total sales	$	340,467	$	764,698	$	(424,231)	$	(416,550)	$	(6,697)	$	(984)

* Net of customer price reductions

Gross Profit


	Three Months Ended June 30,												Variance Due To:
	2020			2019			Change		Volume / Mix*		Foreign Exchange		Cost Increases / (Decreases)
	(dollar amounts in thousands)
Cost of products sold	$	400,838		$	666,828		$	(265,990)	$	(242,555)	$	(7,739)	$	(15,696)
Gross profit (loss)	(60,371)			97,870			(158,241)		(173,995)		1,042		14,712
Gross profit percentage of sales	(17.7)		%	12.8		%

* Net of customer price reductions

Gross profit (loss) for the three months ended June 30, 2020 decreased $158.2 million or 161.7% compared to the three months ended June 30, 2019. The decrease was driven by the decline in vehicle production volume due to government imposed global shutdowns related to the COVID-19 pandemic, customer price reductions, and wage inflation. These items were partially offset by net favorable operational performance, restructuring savings, material cost reductions and foreign exchange.

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 June 30, 2020 was 20.1% of sales compared to 9.7% for the three months ended June 30, 2019. The increase in rate was driven by the significant decline in total sales. Selling, administration and engineering expenses were lower by $5.9 million. The decrease in amount was primarily due to savings generated from salaried employee initiatives resulting in lower compensation-related expenses and lower travel expenses, partially offset by general inflation.

Gain on Sale of Business. Gain on sale of business of $189.9 million for the three months ended June 30, 2019 related to the sale of our AVS product line within our North America, Europe and Asia Pacific segments. We completed the sale to Continental AG on April 1, 2019.

Restructuring. Restructuring charges for the three months ended June 30, 2020 increased $3.8 million compared to the three months ended June 30, 2019. The increase was driven by higher restructuring charges in North America, Asia Pacific and South America, primarily related to plant closures and other footprint rationalization initiatives.

Impairment Charges. Non-cash impairment charges for the three months ended June 30, 2020 increased $10.4 million compared to the three months ended June 30, 2019, primarily related to 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.

Interest Expense, Net. Net interest expense for the three months ended June 30, 2020 increased $1.2 million compared to the three months ended June 30, 2019, primarily due to higher outstanding debt balances.

Other Expense, Net. Other expense for the three months ended June 30, 2020 increased $2.9 million compared to the three months ended June 30, 2019, primarily due to higher foreign currency losses.

Income Tax (Benefit) Expense. Income tax benefit for the three months ended June 30, 2020 was $39.0 million on a loss before income taxes of $175.0 million. This compares to an income tax expense of $44.2 million on earnings before income taxes of $188.9 million for the three months ended June 30, 2019. The effective tax rate for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 differed primarily due to the geographic mix of pre-tax losses driven by the impairment charge on held for sale entities, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions, as well as benefits recorded as a result of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) net operating loss (“NOL”) carry back provision that allows NOLs generated 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%.

Three Months Ended September 30, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Cost Increases / (Decreases)**
(dollar amounts in thousands)
Cost of products sold $ 659,313
$ 741,998
$ (82,685 ) $ (22,850 ) $ (11,329 ) $ (48,506 )
Gross profit 69,708
119,655
(49,947 ) (44,661 ) (2,864 ) (2,422 )
Gross profit percentage of sales 9.6 % 13.9 %

Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019

Sales

Sales for the six months ended June 30, 2020 decreased 39.4%, compared to the six months ended June 30, 2019. The decline was mainly driven by the decrease in vehicle production volume due to government imposed global shutdowns related to the COVID-19 pandemic, customer price reductions and foreign exchange.


	Six Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume / Mix*		Foreign Exchange		Acquisitions / Divestiture, Net
	(dollar amounts in thousands)
Total sales	$	995,357	$	1,642,693	$	(647,336)	$	(548,369)	$	(20,237)	$	(78,730)

* Net of customer price reductions

Gross Profit


	Six Months Ended June 30,												Variance Due To:
	2020			2019			Change		Volume / Mix*		Foreign Exchange		Cost Increases / (Decreases)**
	(dollar amounts in thousands)
Cost of products sold	$	1,012,585		$	1,429,318		$	(416,733)	$	(310,231)	$	(18,794)	$	(87,708)
Gross profit (loss)	(17,228)			213,375			(230,603)		(238,138)		(1,443)		8,978
Gross profit percentage of sales	(1.7)		%	13.0		%

* Net of customer price reductions

** 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 ~~50%~~44% of total cost of products sold for the six months ended June 30, 2020 and 51% of total cost of products sold for ~~the three~~six months ended ~~September~~June 30, ~~2019 and 2018, respectively.~~2019. The change in the cost of products sold was driven by government imposed global shutdowns related to the COVID-19 pandemic, the sale of our AVS product line, continuous improvement and lean manufacturing, ~~the sale of our anti-vibration systems (“AVS”) product line, restructuring savings, and~~ material cost reductions. These items were partially offset by vehicle production volume and mix including the delayed ramp up of certain customers key vehicle platforms and the UAW work stoppage against General Motors,reductions, commodity price fluctuations, foreign ~~exchange, tariffs~~exchanges, and wage inflation.

Gross profit (loss) for the ~~three~~six months ended ~~September~~June 30, ~~2019~~2020 decreased ~~$49.9 million or 41.7%~~108.1% compared to the ~~three~~six months ended ~~September~~June 30, ~~2018.~~2019. The decrease was driven by the decline in vehicle production volume ~~and mix, including~~due to government imposed global shutdowns related to the ~~delayed ramp up of certain customers key vehicle platforms and the UAW work stoppage against General Motors, commercial settlements in China,~~COVID-19 pandemic, customer price reductions, commodity price inflation, ~~and~~ foreign exchange pressures, ~~tariffs,~~ 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~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~8.6%~~14.0% of sales compared to ~~9.5%~~9.8% for the ~~three~~six months ended ~~September~~June 30, ~~2018. The decrease was driven by savings generated from lower compensation-related expenses and salaried employee initiatives, partially offset by general inflation.~~

~~Gain on Sale of Business.~~ The gain on sale of business for the three months ended September 30, 2019 included a $1.7 million adjustment, decreasing the amount of the gain recognized on the second quarter sale of the AVS business, primarily due to working capital adjustments.

~~Restructuring.~~ Restructuring charges for the three months ended September 30, 2019 increased $2.9 million compared to the three months ended September 30, 2018. The increase was driven by higher restructuring charges in North America and Europe.

~~Impairment Charges.~~ Non-cash impairment charges of $2.0 million for the three months ended September 30, 2019 related to tooling machinery and equipment were recorded due to the termination of certain customer programs in the Asia Pacific region.

~~Interest Expense, Net.~~ ~~Net interest expense for the three months ended September 30, 2019 increased $0.4 million compared to the three months ended September 30, 2018, primarily due to higher outstanding debt balances.~~

~~Other Expense, Net.~~ ~~Other expense for the three months ended September 30, 2019 decreased $1.2 million compared to the three months ended September 30, 2018 primarily due to lower foreign currency losses.~~

~~Income Tax Benefit.~~ Income tax benefit for the three months ended September 30, 2019 was $0.6 million on losses before income taxes of $16.2 million. This compares to an income tax benefit of $1.2 million on earnings before income taxes of $31.5 million for the same period of 2018. The effective tax rate for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 differed primarily due to the geographic mix of increased pre-tax earnings and the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions. Additionally, benefits recorded from adjustments to provisional amounts recorded as a result of the U.S. Tax Cuts and Jobs Act resulted in a lower effective tax rate in the three months ended September 30, 2018.

~~Nine Months Ended September 30, 2019 Compared with Nine Months Ended September 30, 2018~~

~~Sales~~

~~Sales for the nine months ended September 30, 2019 decreased 13.9%, compared to the nine months ended September 30, 2018.~~

Nine Months Ended September 30, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Acquisitions / Divestiture, Net
(dollar amounts in thousands)
Total sales $ 2,373,865
$ 2,757,306
$ (383,441 ) $ (273,659 ) $ (76,339 ) $ (33,443 )

* Net of customer price reductions

~~Gross Profit~~

Nine Months Ended September 30, Variance Due To:
2019
2018 Change Volume / Mix* Foreign Exchange Cost Increases / (Decreases)**
(dollar amounts in thousands)
Cost of products sold $ 2,088,631
$ 2,315,406
$ (226,775 ) $ (118,491 ) $ (63,245 ) $ (45,039 )
Gross profit 285,234
441,900
(156,666 ) (155,168 ) (13,094 ) 11,596
Gross profit percentage of sales 12.0 % 16.0 %

* Net of customer price reductions

** 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 51% of total cost of products sold for each of the nine months ended September 30, 2019 and 2018. The change in the cost of products sold was driven by continuous improvement and lean manufacturing, the sale of our AVS product line, restructuring savings, and material cost reductions. These items were partially offset by vehicle production volume and mix including the delayed ramp up of certain customers key vehicle platforms and the UAW work stoppage against General Motors, commodity price fluctuations, foreign exchange, tariffs and wage inflation.

Gross profit for the nine months ended September 30, 2019 decreased 35.5% compared to the nine months ended September 30, 2018. The decrease was driven by vehicle production volume and mix including the delayed ramp up of certain customers key vehicle platforms and the UAW work stoppage against General Motors, commercial settlements in China, commodity price inflation and foreign exchange pressures, tariffs and wage inflation. These items were partially offset by net favorable operational performance and acquisitions.

~~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 nine months ended September 30, 2019 was 9.4% of sales compared to 8.7% for the nine months ended September 30, 2018.2019. This increase in rate was primarily due to ~~lower~~the significant decline in total sales. The decrease in ~~expense~~amount was primarily due to savings generated from salaried employee initiatives resulting in lower compensation-related expenses, the sale of our AVS product line and lower ~~compensation-related~~travel expenses, partially offset by ~~divestiture-related expenses for our AVS business and~~ general inflation.

Gain on Sale of Business. Gain on sale of business of ~~$188.2~~$189.9 million for the ~~nine~~six months ended ~~September~~June 30, 2019 related to the sale of our AVS product line within our North America, Europe and Asia Pacific segments. We completed the sale to Continental AG on April 1, 2019.

Restructuring. Restructuring charges for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased $9.4~~2020 decreased $6.6 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~increase~~decrease was ~~driven by higher~~a result of lower restructuring charges in ~~North America primarily related to~~Europe, Asia Pacific and Corporate and other, as the first quarter of 2019 included certain salaried employee initiatives and ~~in Asia Pacific mainly due to~~ footprint ~~rationalization.~~rationalization initiatives.

Impairment Charges. Non-cash impairment charges ~~of $4.1 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 increased $85.4 million compared to the six months ended June 30, 2019. The increase primarily related to ~~machinery and equipment were recorded due~~reducing the carrying value of the held for

sale facilities to ~~the continuing adverse financial results in certain Asia Pacific locations and the termination of certain customer programs in the Asia Pacific region.~~fair value less costs to sell. Fair value was determined using a market approach, estimated based on expected proceeds.

Interest Expense, Net. Net interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased $4.1~~2020 decreased $0.5 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018, primarily~~2019, due to ~~higher outstanding debt balances.~~interest expense related to the ABL Facility in the first quarter of 2019.

Other Expense, Net. Other expense for the ~~nine~~six months ended ~~September~~June 30, ~~2019 decreased $0.9~~2020 increased $5.6 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019, primarily due to ~~lower~~higher foreign currency ~~losses and losses on sale of receivables, partially offset by higher benefit related costs.~~losses.

Income Tax (Benefit) Expense. Income tax ~~expense~~benefit for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$46.0~~$53.1 million on ~~earnings~~a loss before income taxes of ~~$171.5~~$301.5 million. This compares to income tax expense of ~~$19.8~~$46.3 million on earnings before income taxes of ~~$153.1~~$185.6 million for the ~~same period of 2018.~~six months ended June 30, 2019. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 differed primarily due to the geographic mix of ~~increased~~ pre-tax ~~earnings as a result of~~losses driven by the impairment charge on held for sale ~~of the AVS product line and~~entities, the inability to record a tax benefit for pre-tax losses in certain foreign ~~jurisdictions. Additionally,~~jurisdictions, as well as benefits ~~recorded from adjustments to provisional amounts~~ recorded as a result of the ~~U.S. Tax Cuts and Jobs~~CARES Act ~~resulted~~net operating loss carry back provision. Additionally, a discrete expense of $12.9 million for the initial recognition of valuation allowances against net deferred tax assets in ~~a lower effective tax rate~~certain foreign jurisdictions was recorded in the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2020.

Segment Results of Operations

~~The Company operates in four~~Our business is now organized into 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 ~~September~~June 30, ~~2019~~2020 Compared with Three Months Ended ~~September~~June 30, ~~2018~~2019

Sales


	Three Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume/ Mix^*		Foreign Exchange		Divestiture
	(dollar amounts in thousands)
Sales to external customers
North America	$	126,337	$	379,121	$	(252,784)	$	(252,689)	$	(95)	$	—
Europe	78,805		205,029		(126,224)		(124,304)		(947)		(973)
Asia Pacific	105,726		118,495		(12,769)		(8,555)		(4,203)		(11)
South America	3,881		25,124		(21,243)		(19,954)		(1,289)		—
Total Automotive	314,749		727,769		(413,020)		(405,502)		(6,534)		(984)
Corporate, eliminations and other	25,718		36,929		(11,211)		(11,048)		(163)		—
Consolidated	$	340,467	$	764,698	$	(424,231)	$	(416,550)	$	(6,697)	$	(984)

Three Months Ended September 30, Variance Due To:
2019 2018 Change
Volume / Mix^*
Foreign Exchange
Acquisitions / Divestiture, Net

(dollar amounts in thousands)
Sales to external customers
North America $ 393,747
$ 471,553
$ (77,806 ) $ (29,319 ) $ (640 ) $ (47,847 )
Europe 197,409
228,332
(30,923 ) (5,490 ) (9,715 ) (15,718 )
Asia Pacific 112,642
136,155
(23,513 ) (32,448 ) (3,702 ) 12,637
South America 25,223
25,613
(390 ) (254 ) (136 ) —
Consolidated $ 729,021
$ 861,653
$ (132,632 ) $ (67,511 ) $ (14,193 ) $ (50,928 )

^* ~~Net of customer price reductions~~


•	~~The impact of foreign currency exchange primarily relates to the Euro and Chinese Renminbi.~~

~~Segment adjusted EBITDA~~

Three Months Ended September 30, Variance Due To:
2019 2018 Change
Volume / Mix^*
Foreign Exchange Cost (Increases) / Decreases Acquisitions / Divestiture, Net
(dollar amounts in thousands)
Segment adjusted EBITDA
North America $ 62,603
$ 71,589
$ (8,986 ) $ (19,225 ) $ 299
$ 12,387
$ (2,447 )
Europe 6,750 934 5,816
(3,617 ) 768
9,438
(773 )
Asia Pacific (22,921 ) (1,253 ) (21,668 ) (21,845 ) (80 ) 327
(70 )
South America (2,906) (1,699) (1,207 ) 26
(737 ) (496 ) —
Consolidated adjusted EBITDA $ 43,526
$ 69,571
$ (26,045 ) $ (44,661 ) $ 250
$ 21,656
$ (3,290 )

^*~~Net of customer price reductions~~


•	~~The impact of foreign currency exchange is primarily driven by the Polish Zloty, Czech Koruna, Canadian Dollar and Mexican Peso.~~


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


◦	~~The increase in commodity cost pressure, general inflation and tariffs;~~


◦	~~Reduction in compensation-related expenses;~~


◦	~~The one-time impact of commercial settlements in Asia Pacific; and~~


◦	~~Net operational efficiencies of $12.9 million primarily driven by our Europe and Asia Pacific segments.~~

~~Nine Months Ended September 30, 2019 Compared with Nine Months Ended September 30, 2018~~

~~Sales~~

Nine Months Ended September 30, Variance Due To:
2019 2018 Change
Volume / Mix^*
Foreign Exchange
Acquisitions / Divestiture, Net

(dollar amounts in thousands)
Sales to external customers
North America $ 1,273,317
$ 1,448,339
$ (175,022 ) $ (125,407 ) $ (5,709 ) $ (43,906 )
Europe 668,225
799,857
(131,632 ) (51,686 ) (44,570 ) (35,376 )
Asia Pacific 358,740
433,324
(74,584 ) (100,559 ) (19,864 ) 45,839
South America 73,583
75,786
(2,203 ) 3,993
(6,196 ) —
Consolidated $ 2,373,865
$ 2,757,306
$ (383,441 ) $ (273,659 ) $ (76,339 ) $ (33,443 )

^* Net of customer price reductions

•Volume and mix, net of customer price reductions, almost entirely is driven by the decline in vehicle production volume as a result of government imposed global shutdowns related to the COVID-19 pandemic.

•The impact of foreign currency exchange primarily relates to the ~~Euro~~Chinese Renminbi, Brazilian Real, and ~~the Chinese Renminbi.~~Euro.

Segment adjusted EBITDA


	Three Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume/ Mix^*		Foreign Exchange		Cost (Increases)/ Decreases		Divestiture
	(dollar amounts in thousands)
Segment adjusted EBITDA
North America	$	(42,874)	$	53,883	$	(96,757)	$	(106,401)	$	(515)	$	10,152	$	7
Europe	(41,403)		5,996		(47,399)		(50,698)		(602)		3,700		201
Asia Pacific	(2,172)		(1,826)		(346)		(6,708)		922		5,679		(239)
South America	(4,351)		(1,106)		(3,245)		(5,665)		(1,171)		3,591		—
Total Automotive	(90,800)		56,947		(147,747)		(169,472)		(1,366)		23,122		(31)
Corporate, eliminations and other	(2,952)		1,024		(3,976)		(4,523)		(645)		1,192		—
Consolidated adjusted EBITDA	$	(93,752)	$	57,971	$	(151,723)	$	(173,995)	$	(2,011)	$	24,314	$	(31)

Nine Months Ended September 30, Variance Due To:
2019 2018 Change Volume / Mix* Foreign Exchange Cost (Increases) / Decreases Acquisitions / Divestiture, Net
(dollar amounts in thousands)
Segment adjusted EBITDA
North America $ 175,034
$ 241,037
$ (66,003 ) $ (74,648 ) $ (2,915 ) $ 12,905
$ (1,345 )
Europe 22,273
40,194
(17,921 ) (25,527 ) (2,347 ) 10,972
(1,019 )
Asia Pacific (23,740 ) 23,541
(47,281 ) (56,849 ) (277 ) 9,026
819
South America (5,576 ) (4,657 ) (919 ) 1,856
(855 ) (1,920 ) —
Consolidated adjusted EBITDA $ 167,991
$ 300,115
$ (132,124 ) $ (155,168 ) $ (6,394 ) $ 30,983
$ (1,545 )

^*Net of customer price reductions

•The impact of foreign currency exchange is ~~primarily~~ driven by the Euro, Mexican Peso, Canadian Dollar, ~~Mexican Peso, Euro,~~Chinese Renminbi, Brazilian Real, Polish Zloty, and Czech Koruna.

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


◦	~~The increase in commodity cost pressure, general inflation, and tariffs;~~


◦	~~Reduction in compensation-related expenses;~~


◦	~~The one-time impact of commercial settlements in Asia Pacific; and~~


◦	~~Net operational efficiencies of $64.4 million primarily driven by our North America, Europe and Asia Pacific segments.~~

◦Reduction in compensation-related expenses, purchasing savings through lean initiatives, restructuring savings;

◦Wage increases;

◦Net manufacturing efficiencies of $21 million, weakened by the impact of COVID-19, primarily driven by our European, North America and Asia Pacific segments.

Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019

Sales


	Six Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume / Mix^*		Foreign Exchange		Acquisitions / Divestiture, Net
	(dollar amounts in thousands)
Sales to external customers
North America	$	461,138	$	826,839	$	(365,701)	$	(309,980)	$	(890)	$	(54,831)
Europe	264,047		447,429		(183,382)		(154,184)		(6,763)		(22,435)
Asia Pacific	185,070		243,947		(58,877)		(50,224)		(7,189)		(1,464)
South America	24,352		48,361		(24,009)		(19,124)		(4,885)		—
Total Automotive	934,607		1,566,576		(631,969)		(533,512)		(19,727)		(78,730)
Corporate, eliminations and other	60,750		76,117		(15,367)		(14,857)		(510)		—
Consolidated	$	995,357	$	1,642,693	$	(647,336)	$	(548,369)	$	(20,237)	$	(78,730)

^* 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 shutdowns related to the COVID-19 pandemic.

•The impact of foreign currency exchange primarily relates to the Chinese Renminbi, Euro and Brazilian Real.

Segment adjusted EBITDA


	Six Months Ended June 30,										Variance Due To:
	2020		2019		Change		Volume/ Mix*		Foreign Exchange		Cost (Increases) / Decreases		Acquisitions / Divestiture, Net
	(dollar amounts in thousands)
Segment adjusted EBITDA
North America	$	(5,855)	$	113,034	$	(118,889)	$	(133,228)	$	(388)	$	18,480	$	(3,753)
Europe	(46,026)		15,271		(61,297)		(68,218)		1,010		8,466		(2,555)
Asia Pacific	(19,229)		(2,233)		(16,996)		(24,056)		(587)		8,237		(590)
South America	(8,928)		(2,139)		(6,789)		(6,146)		(4,684)		4,041		—
Total Automotive	(80,038)		123,933		(203,971)		(231,648)		(4,649)		39,224		(6,898)
Corporate, eliminations and other	(5,435)		(1,828)		(3,607)		(6,490)		(1,697)		4,580		—
Consolidated adjusted EBITDA	$	(85,473)	$	122,105	$	(207,578)	$	(238,138)	$	(6,346)	$	43,804	$	(6,898)

^*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 shutdowns related to the COVID-19 pandemic.

•The impact of foreign currency exchange is driven by the Euro, Mexican Peso, Canadian Dollar, Chinese Renminbi, Brazilian Real, Euro, Polish Zloty, and Czech Koruna.

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

◦Reduction in compensation-related expenses, purchasing savings through lean initiatives, restructuring savings;

◦Commodity cost fluctuations and wage increases;

◦Net manufacturing efficiencies of $35 million, weakened by the impact of COVID-19, primarily driven by our European, North America and Asia Pacific segments.

Liquidity and Capital Resources

Short and Long-Term Liquidity Considerations and Risks

We intend to fund our ongoing working capital, capital expenditures, debt service and other funding requirements through a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring. The Company utilizes intercompany loans and equity contributions to fund its worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note ~~11.~~10. “Debt” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

~~Based on~~Taking into account the ramp up of production thus far, our current expectations and ~~anticipated levels of operations~~projections for increasing OEM customer production plans and due to the ~~conditions in~~aggressive actions we have taken to preserve cash and enhance liquidity, including significantly decreasing our ~~markets and industry,~~capital expenditures, we believe that our cash flows from operations, cash on hand, borrowings under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital, capital expenditures, debt service and other funding requirements for the next twelve ~~months. However,~~months, despite the challenges presented by the COVID-19 pandemic. We continuously monitor and forecast our liquidity situation, take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations, under our ABL Facility, depend on our future operating performance and cash flows and many factors outside of our control, including the costs of raw materials, the state of the overall automotive industry and financial and economic conditions, including the impact of COVID-19, and other factors.

Cash Flows

Operating Activities. Net cash ~~provided by~~used in operations was ~~$29.9~~$126.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to net cash ~~provided by~~used in operations of ~~$78.0~~$9.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~lower inflow~~net outflow was primarily due to decreased cash earnings, ~~and timing of customer payments,~~ partially offset by ~~changes in accrued liabilities.~~working capital improvements.

Investing Activities. Net cash used in investing activities was $62.1 million for the six months ended June 30, 2020, compared to net cash provided by investing activities ~~was $113.9~~of $149.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, compared~~2019. Significant decreases in capital expenditures occurred in the second quarter of 2020, in order to ~~net cash used~~preserve liquidity in ~~investing activities~~response to the COVID-19 pandemic. Additionally, lower capital expenditures are expected in the second half of ~~$250.6 million for the nine months ended September 30, 2018.~~2020. Cash provided by investing activities in 2019 consisted primarily of gross proceeds of $243.4 million from the sale of our AVS product line, partially offset by capital ~~spending of $131.1 million for the nine months ended September 30, 2019. We anticipate that we will spend approximately $165 million to $175 million on capital expenditures in 2019.~~spending.

Financing Activities. Net cash ~~used in~~provided by financing activities totaled ~~$78.3~~$232.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to net cash used in financing activities of ~~$57.0~~$91.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~change~~inflow was primarily due to ~~the repayment~~proceeds from issuance of our ~~revolving credit facility and local borrowing lines.~~Senior Secured Notes during the six months ended June 30, 2020. There were no share repurchases during the six months ended June 30, 2020. Cash used for share repurchases was $36.6 million ~~and $43.5 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2019 and 2018, respectively.~~2019.

Share Repurchase Program

In June 2018, our Board of Directors approved a new common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our 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 us and in accordance with prevailing market conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. As of ~~September~~June 30, ~~2019,~~2020, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We currently have no plans to repurchase shares in the foreseeable future.

We did not make any repurchases during the six months ended June 30, 2020.

2019 Repurchases

In May 2019, we entered into an accelerated share repurchase (“ASR”) agreement with a third-party financial institution to repurchase our common stock pursuant to the 2018 Program. Under the ASR agreement, we made an up-front payment of $30.0 million and received an initial delivery of 626,305 shares of our common stock in the second quarter of 2019. The repurchase was completed in the third quarter of 2019 when we received final delivery of an additional 72,875 shares. A total of 699,180 shares were repurchased at a weighted average purchase price of $42.91 per share.

In addition to the repurchase under the ASR agreement, during the ~~nine~~six months ended ~~September~~June 30, 2019, we ~~utilized $5.9 million of cash on hand to repurchase~~repurchased 85,000 shares ~~of common stock~~ at an average purchase price of $69.85 ~~per share.~~

~~2018 Repurchases~~

In June 2018, we entered into an accelerated repurchase (“ASR”) agreement with a third-party financial institution to repurchase our common stock. Under this ASR agreement, we made an up-front payment of $35.0 million and received an initial delivery of 207,193 shares in the second quarter of 2018. The ASR was completed in the third quarter of 2018 when we received an additional 51,092 shares. A total of 258,285 shares were repurchased at a weighted average purchase price of $135.51 per share.

~~In addition to the repurchase under this ASR agreement, during the nine months ended September 30, 2018, we repurchased 69,503 shares of our common stock at an average purchase price of $122.64~~ per share, excluding commissions, for a total cost of ~~$8.5~~$5.9 million.

Non-GAAP Financial Measures

In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:

•because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;

•in developing our internal budgets and forecasts;

•as a significant factor in evaluating our management for compensation purposes;

•in evaluating potential acquisitions;

•in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and

•in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.

In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted

for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.

EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include:

•they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;

•they do not reflect changes in, or cash requirements for, our working capital needs;

•they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, Term Loan Facility, Senior Notes and Senior Secured Notes;

•they do not reflect certain tax payments that may represent a reduction in cash available to us;

•although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

•other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net income (loss), which is the most comparable financial measure in accordance with U.S. GAAP:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(dollar amounts in thousands)
Net (loss) income attributable to Cooper-Standard Holdings Inc.	$	(134,219)	$	145,205	$	(244,807)	$	139,790
Income tax (benefit) expense	(38,982)		44,222		(53,099)		46,256
Interest expense, net of interest income	12,771		11,575		23,008		23,507
Depreciation and amortization	42,460		37,868		80,223		74,473
EBITDA	$	(117,970)	$	238,870	$	(194,675)	$	284,026
Impairment of assets held for sale	12,391		—		86,470		—
Restructuring charges	9,774		5,927		17,050		23,642
Project costs ⁽¹⁾	1,809		405		4,234		1,668
Other impairment charges ⁽²⁾	163		2,188		847		2,188
Lease termination costs ⁽³⁾	81		491		601		491
Gain on sale of business ⁽⁴⁾	—		(189,910)		—		(189,910)
Adjusted EBITDA	$	(93,752)	$	57,971	$	(85,473)	$	122,105

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

(2)Non-cash impairment charges of $847 related to fixed assets, net of approximately $293 attributable to our noncontrolling interests for the six months ended June 30, 2020.

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

(4)Gain on sale of AVS product line.

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019
2018
(dollar amounts in thousands)
Net income (loss) attributable to Cooper-Standard Holdings Inc. $ (13,853 ) $ 32,156
$ 127,983
$ 130,825
Income tax expense (benefit) (574 ) (1,190 ) 45,996
19,831
Interest expense, net of interest income 10,351
9,983
33,858
29,756
Depreciation and amortization 37,495
36,098
111,968
109,271
EBITDA $ 33,419
$ 77,047
$ 319,805
$ 289,683
Gain on sale of business ⁽¹⁾
1,730
—
(188,180 ) —
Restructuring charges 5,572
2,703
29,214
19,841
Impairment charges ⁽²⁾
1,958
—
4,146
—
Project costs ⁽³⁾
335
—
2,003
—
Lease termination costs ⁽⁴⁾
512
—
1,003
—
Gain on sale of land ⁽⁵⁾
—
(10,714 ) —
(10,714 )
Amortization of inventory write-up ⁽⁶⁾
—
535
—
535
Loss on refinancing and extinguishment of debt ⁽⁷⁾
—
—
—
770
Adjusted EBITDA $ 43,526
$ 69,571
$ 167,991
$ 300,115


~~(1)~~	~~Gain on sale of AVS product line. Adjustments to the gain recorded in the third quarter relate primarily to working capital adjustments.~~ ~~See Note 4. “Divestiture” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.~~


~~(2)~~	~~Non-cash impairment charges related to fixed assets.~~


~~(3)~~	~~Project costs recorded in selling, administration and engineering expense related to acquisitions and divestiture.~~


~~(4)~~	~~Lease termination costs no longer recorded as Restructuring charges in accordance with ASC 842. See Note 2. “New Accounting Pronouncements” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.~~


~~(5)~~	~~Gain on sale of land in Europe that was contemplated in conjunction with our restructuring plan.~~


~~(6)~~	~~Amortization of write-up of inventory to fair value for the Lauren acquisition.~~


~~(7)~~	~~Loss on refinancing and extinguishment of debt related to the applicable amendment of the Term Loan Facility entered into during such period.~~

Contingencies and Environmental Matters

The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note ~~22.~~21. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by reference.

Recently Issued Accounting Pronouncements

See Note 2. “New Accounting Pronouncements” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Forward-Looking Statements

This quarterly report on Form 10-Q includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook”, “guidance”, “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: the impact, and expected continued impact, of the recent COVID-19 outbreak on our financial condition and results of operations; significant risks to our liquidity presented by the COVID-19 pandemic risk; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with ~~us entering new markets;~~our diversification strategy through Advanced Technology Group; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal proceedings, claims or investigations against us; work stoppages or other labor disruptions; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; changes in our assumptions as a result of IRS issuing guidance on the Tax Cuts and Jobs Act; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; ~~and~~ our dependence on our subsidiaries for cash to satisfy our obligations.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this quarterly report on Form 10-Q, and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

This quarterly report on Form 10-Q also contains estimates and other information that is based on industry publications, surveys, and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~There~~Except for the broad effects of COVID-19 on the global economy and major financial markets, which has and could continue to cause interest rates, currency exchange rates and commodity prices to fluctuate, there have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously disclosed in the Company’s ~~2018~~2019 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has evaluated, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Based on that evaluation, the Company’s Chief Executive Officer along with the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A.Risk Factors

The Company is supplementing the risk factors set out under “Part I. Item 1A. Risk Factors” in its 2019 Annual Report, as updated by the risk factors set out under “Part II. Item 1A. Risk Factors” in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (the “First Quarter Form 10-Q”), with the risk factors set forth below. The risk factors below should be read in conjunction with the factors set out in the 2019 Annual Report and the First Quarter Form 10-Q.

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

For discussion of our debt and financing arrangements, including our Term Loan Facility, ABL Facility, Senior Notes and Senior Secured Notes, see “Liquidity and Capital Resources – Short and Long-Term Liquidity Considerations and Risks” in Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 10. “Debt” to the unaudited condensed consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Report.

Our substantial amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. For example, it could:

•increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings is at variable rates of interest;

•require us to dedicate a substantial portion of our cash flows from operations to payments on our debt, which would reduce the availability of cash to fund working capital, capital expenditures or other general corporate purposes;

•limit our flexibility in planning for, or reacting to, changes in our business and industry;

•place us at a disadvantage compared to competitors that may have proportionately less debt;

•limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

•increase our cost of borrowing.

Our ability to make scheduled payments on our debt or to refinance these obligations depends on our financial condition, operating performance and our ability to generate cash in the future. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell material assets, seek additional capital or restructure or refinance our indebtedness, any of which could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the credit agreements governing the Term Loan Facility and the ABL Facility and the indentures governing the Senior Notes and the Senior Secured Notes, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. An inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the Term Loan Facility, the ABL Facility, the Senior Notes or the Senior Secured Notes.

Although the credit agreements governing the Term Loan Facility and the ABL Facility contain certain limitations on our ability to incur additional indebtedness, they do not prohibit us from incurring obligations that do not constitute indebtedness as defined therein. To the extent that we incur additional indebtedness or such other obligations, the risk associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.

Our debt instruments impose significant operating and financial restrictions on us and our subsidiaries.

The credit agreements governing the Term Loan Facility and the ABL Facility impose significant operating and financial restrictions and limit our ability, among other things, to:

•incur, assume or permit to exist additional indebtedness (including guarantees thereof);

•pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness;

•incur liens on assets;

•make certain investments or other restricted payments;

•allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;

•engage in transactions with affiliates;

•alter the business that we conduct; and

•sell certain assets or merge or consolidate with or into other companies.

Moreover, our ABL Facility provides the agent considerable discretion to impose reserves, which could materially reduce the amount of borrowings that would otherwise be available to us.

The indentures governing the Senior Notes and the Senior Secured Notes also impose restrictions and limit our ability, among other things, to:

•incur or guarantee additional indebtedness or issue certain preferred stock;

•create or incur liens;

•make certain restricted payments;

•sell certain assets or merge or consolidate with or into other companies; and

•enter into certain sale-leaseback transactions.

As a result of these covenants and restrictions (including borrowing base availability), we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or acquisitions. The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants in such agreements. Our failure to comply with the restrictive covenants described above as well as others contained in our future debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms, our financial condition, results of operations and cash flows could be adversely affected.

If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon occurrence of an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could exercise remedies against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. As a result, any default by us on our indebtedness could have a material adverse effect on our business, financial condition and results of operation.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, the credit agreements governing the ABL Facility and the Term Loan Facility and the indentures governing the Senior Notes and the Senior Secured Notes limit the use of the proceeds from any disposition of our assets. As a result, the credit agreements governing the ABL Facility and the Term Loan Facility and the indentures governing the Senior Notes and the Senior Secured Notes may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations.

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

The borrowings under the ABL Facility and the Term Loan Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.

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

The Company is authorized to purchase, in the aggregate, up to $150 million of our outstanding common stock under our common stock repurchase program, which was effective in November 2018. As of ~~September~~June 30, ~~2019,~~2020, we had approximately $98.7 million of repurchase authorization remaining under our ongoing common stock share repurchase program as discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Share Repurchase Program,” and Note ~~19.~~18. “Common Stock” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

In May 2019, the Company entered into an accelerated share repurchase (“ASR”) agreement with a third-party financial institution to repurchase the Company’s common stock pursuant to its common stock repurchase program. Pursuant to the ASR agreement, the Company made an up-front payment of $30 million, from cash on hand, to the financial institution and received an initial delivery of 626,305 shares in the second quarter of 2019. Upon settlement in the third quarter of 2019, the Company received final delivery of 72,875 additional shares resulting in an overall weighted average price per share of $42.91 under the ASR agreement.

A summary of our shares of common stock repurchased during the three months ended ~~September~~June 30, ~~2019~~2020 is shown below:


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)
April 1, 2020 through April 30, 2020	—	$	—	—	$	98.7
May 1, 2020 through May 31, 2020	—	—		—	98.7
June 1, 2020 through June 30, 2020	239	17.74		—	98.7
Total	239			—

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

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)⁽³⁾
July 1, 2019 through July 31, 2019 144
$ 42.10
—
$ 98.7
August 1, 2019 through August 31, 2019⁽⁴⁾
72,875
42.91
72,875
98.7
September 1, 2019 through September 30, 2019 49
49.48
—
98.7
Total 73,068
72,875


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


~~(2)~~	~~Excluding commissions.~~


~~(3)~~	~~Includes the $30 million up-front payment made under the ASR Agreement.~~

~~(4)~~

Under the ASR agreement, the Company paid $30 million and received an initial delivery of 626,305 shares of its common stock in the second quarter of 2019. The Company then received final delivery of 72,875 shares in the third quarter of 2019. The average price paid per share reflected in the table is based upon the overall weighted average price per share under the ASR agreement. See Note 19. “Common Stock” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

Item 6. Exhibits



Exhibit No.
~~Exhibit~~ ~~No.~~	Description of Exhibit
31.1*4.1		Indenture, dated as of May 29, 2020, by and among Cooper-Standard Automotive Inc., the Guarantors part thereto and U.S. Bank National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to Cooper-Standard Holdings Inc.'s Current Report on Form 8-K filed June 1, 2020 (File No. 001-36127)).

10.1*		Amendment No. 2, dated as of May 18, 2020, to the Third Amended and Restated Loan Agreement by and among Cooper-Standard Automotive Inc., as loan party agent, and Bank of America, N.A. as agent for such lenders.

10.2*		Cooper-Standard Automotive Inc. US Salary Deferral Program, as amended on May 14, 2020.

10.3*		Cooper Standard European Salary Deferral Program, with program term beginning May 1, 2020.

10.4*		Supplementary Agreement to the Employment Contract of Juan Fernando de Miguel Posada, dated May 14, 2020, about the Cooper Standard European Salary Deferral Program.

10.5*		Cooper-Standard Automotive Inc. Annual Incentive Plan Amended and Restated effective as of January 1, 2020.

10.6*		Amendment to Separation Agreement between Song Min Lee, Cooper-Standard Holdings Inc. and Cooper-Standard Automotive Inc. dated as of June 2, 2020.

10.7*		Cooper-Standard Automotive Inc. Executive Severance Pay Plan effective January 1, 2011, amended and restated as of June 17, 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.

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



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



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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	(15,598	)	$	32,664		$	125,536		$	133,282
Other comprehensive loss:
Currency translation adjustment	(29,513		)	(15,715		)	(33,407		)	(41,277		)
Benefit plan liabilities adjustment, net of tax	2,246			656			686			4,914
Fair value change of derivatives, net of tax	(1,558		)	1,481			523			1,871
Other comprehensive loss, net of tax	(28,825		)	(13,578		)	(32,198		)	(34,492		)
Comprehensive income (loss)	(44,423		)	19,086			93,338			98,790
Comprehensive loss (income) attributable to noncontrolling interests	2,606			584			3,558			(704		)
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc.	$	(41,817	)	$	19,670		$	96,896		$	98,086


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net (loss) income	$	(135,984)	$	144,660	$	(248,423)	$	139,297
Other comprehensive income (loss):
Currency translation adjustment	6,789		(5,828)		(22,100)		(3,858)
Benefit plan liabilities adjustment, net of tax	(716)		(2,947)		1,966		(1,560)
Fair value change of derivatives, net of tax	6,238		828		(3,838)		2,081
Other comprehensive income (loss), net of tax	12,311		(7,947)		(23,972)		(3,337)
Comprehensive (loss) income	(123,673)		136,713		(272,395)		135,960
Comprehensive loss attributable to noncontrolling interests	1,675		1,172		4,033		749
Comprehensive (loss) income attributable to Cooper-Standard Holdings Inc.	$	(121,998)	$	137,885	$	(268,362)	$	136,709


	September 30, 2019			December 31, 2018				June 30, 2020		December 31, 2019
	(unaudited)							(unaudited)
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	323,142		$	264,980		Cash and cash equivalents	$	388,035	$	359,536
Accounts receivable, net	462,244			418,607			Accounts receivable, net	270,925		423,155
Tooling receivable	158,826			141,106
Tooling receivable, net							Tooling receivable, net	117,849		148,175
Inventories	178,916			175,572			Inventories	144,909		143,439
Prepaid expenses	32,795			36,878			Prepaid expenses	36,449		34,452
Income tax receivable and refundable credits							Income tax receivable and refundable credits	61,371		32,763
Other current assets	71,901			108,683			Other current assets	64,802		60,750
Assets held for sale	—			103,898			Assets held for sale	30,337		—
Total current assets	1,227,824			1,249,724			Total current assets	1,114,677		1,202,270
Property, plant and equipment, net	961,793			984,241			Property, plant and equipment, net	884,576		988,277
Operating lease right-of-use assets, net	87,849			—			Operating lease right-of-use assets, net	110,091		83,376
Goodwill	142,104			143,681			Goodwill	142,000		142,187
Intangible assets, net	88,325			99,602			Intangible assets, net	70,872		84,369

Other assets	137,552			145,855			Other assets	166,381		135,103
Total assets	$	2,645,447		$	2,623,103		Total assets	$	2,488,597	$	2,635,582

Liabilities and Equity							Liabilities and Equity
Current liabilities:							Current liabilities:
Debt payable within one year	$	67,419		$	101,323		Debt payable within one year	$	56,358	$	61,449
Accounts payable	405,766			452,320			Accounts payable	243,903		426,055
Payroll liabilities	94,728			92,604			Payroll liabilities	108,276		88,486
Accrued liabilities	104,965			98,907			Accrued liabilities	101,938		119,841
Current operating lease liabilities	24,004			—			Current operating lease liabilities	20,913		24,094
Liabilities held for sale	—			71,195			Liabilities held for sale	41,093		—
Total current liabilities	696,882			816,349			Total current liabilities	572,481		719,925
Long-term debt	736,044			729,805			Long-term debt	982,897		746,179
Pension benefits	128,409			138,771			Pension benefits	135,509		140,010
Postretirement benefits other than pensions	46,961			40,901			Postretirement benefits other than pensions	44,098		48,313

Long-term operating lease liabilities	64,102			—			Long-term operating lease liabilities	88,995		60,234
Other liabilities	52,644			37,775			Other liabilities	58,426		44,939
Total liabilities	1,725,042			1,763,601			Total liabilities	1,882,406		1,759,600
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	—			—			7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	—		—
Equity:							Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 18,904,533 shares issued and 16,838,724 shares outstanding as of September 30, 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; 18,959,899 shares issued and 16,894,090 shares outstanding as of June 30, 2020, and 18,908,566 shares issued and 16,842,757 outstanding as of December 31, 2019							Common stock, $0.001 par value, 190,000,000 shares authorized; 18,959,899 shares issued and 16,894,090 shares outstanding as of June 30, 2020, and 18,908,566 shares issued and 16,842,757 outstanding as of December 31, 2019	17		17
Additional paid-in capital	488,862			501,511			Additional paid-in capital	494,628		490,451
Retained earnings	686,714			576,025			Retained earnings	373,068		619,448
Accumulated other comprehensive loss	(277,175		)	(246,088		)	Accumulated other comprehensive loss	(277,296)		(253,741)
Total Cooper-Standard Holdings Inc. equity	898,418			831,465			Total Cooper-Standard Holdings Inc. equity	590,417		856,175
Noncontrolling interests	21,987			28,037			Noncontrolling interests	15,774		19,807
Total equity	920,405			859,502			Total equity	606,191		875,982
Total liabilities and equity	$	2,645,447		$	2,623,103		Total liabilities and equity	$	2,488,597	$	2,635,582



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



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



		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 Statements of Changes in Equity	6
	Condensed Consolidated Statements of Cash Flows	87
	Notes to Condensed Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3130
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4241
Item 4.	Controls and Procedures	4342

	PART II. OTHER INFORMATION

Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4446

Item 6.	Exhibits	4547
SIGNATURES			4648


	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


Share-based compensation, net	9,548	—		2,303		—		—		2,303		—		2,303




Net loss	—	—		—		(134,219)		—		(134,219)		(1,765)		(135,984)
Other comprehensive income	—	—		—		—		12,221		12,221		90		12,311
Balance as of June 30, 2020	16,894,090	$	17	$	494,628	$	373,068	$	(277,296)	$	590,417	$	15,774	$	606,191


	Three Months Ended June 30, 2019										Six Months Ended June 30, 2019
	As previously reported		Adjustment		As corrected		As previously reported		Adjustment		As corrected
Sales	$	764,806	$	(108)	$	764,698	$	1,644,844	$	(2,151)	$	1,642,693



Income tax expense	44,239		(17)		44,222		46,570		(314)		46,256

Net loss attributable to noncontrolling interests	545		—		545		702		(209)		493
Net income attributable to Cooper-Standard Holdings Inc.	145,296		(91)		145,205		141,836		(2,046)		139,790

Earnings per share:
Basic	$	8.39	$	—	$	8.39	$	8.14	$	(0.12)	$	8.02
Diluted	$	8.36	$	—	$	8.36	$	8.11	$	(0.12)	$	7.99



	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, net	—		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



Standard	Description	Impact	Effective Date
ASU ~~2016-13,~~2019-12, ~~Financial Instruments —Credit Losses~~Income Taxes (Topic ~~326)~~740): ~~Measurement of Credit Losses on Financial Instruments~~Simplifying the Accounting for Income Taxes	~~Amends~~Modifies ASC Topic 740 by removing certain exceptions and amending existing guidance in order to simplify the accounting for income taxes.	The Company is currently evaluating the impact of this guidance on ~~the measurement of all expected credit losses for~~its accounting policies and its consolidated financial ~~instruments, including trade receivables, based on historical experience, current conditions and reasonable and supportable forecasts.~~statements.	January 1, ~~2020~~ 2021


	June 30, 2020
Cash and cash equivalents	$	11,162
Accounts receivable, net	17,154
Tooling receivable, net	4,770
Inventories	17,022
Prepaid expenses	2,728
Other current assets	14,054
Property, plant and equipment, net	39,913
Operating lease right-of-use assets, net	2,946
Intangible assets, net	4,992
Other assets	1,218
Impairment of carrying value	(85,622)
Total assets held for sale	$	30,337

Accounts payable	$	13,937
Payroll liabilities	7,646
Accrued liabilities	7,977
Current operating lease liabilities	918
Pension benefits	3,618
Postretirement benefits other than pensions	2,778
Long-term operating lease liabilities	2,286
Other liabilities	1,933
Total liabilities related to assets held for sale	$	41,093



	December 31, 2018
Accounts receivable, net	$	35,498
Tooling receivable	3,797
Inventories	13,774
Prepaid expenses	1,759
Other current assets	1,197
Property, plant and equipment, net	31,148
Goodwill	13,500
Other assets	3,225
Total assets held for sale	$	103,898

Accounts payable	$	38,065
Payroll liabilities	6,826
Accrued liabilities	1,000
Pension benefits	15,894
Postretirement benefits other than pensions	9,281
Other liabilities	129
Total liabilities related to assets held for sale	$	71,195



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


	Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2019	$	22,990	$	4,005	$	26,995
Expense	10,781		6,269		17,050
Cash payments	(10,213)		(5,477)		(15,690)
Non-cash fixed asset impairments included in expense	—		(1,168)		(1,168)
Foreign exchange translation and other	(280)		80		(200)
Balance as of June 30, 2020	$	23,278	$	3,709	$	26,987



	September 30, 2019		December 31, 2018
Finished goods	$	48,011	$	50,999
Work in process	41,077		37,815
Raw materials and supplies	89,828		86,758
	$	178,916	$	175,572


Year	Operating Leases		Finance Leases
Remainder of 2020	$	14,345	$	1,729
2021	24,272		3,562
2022	19,161		3,320
2023	15,566		3,066
2024	12,531		3,209
Thereafter	57,402		24,108
Total future minimum lease payments	143,277		38,994
Less imputed interest	(30,165)		(10,647)
Total	$	113,112	$	28,347



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease expense:	$	8,362	$	25,027
Short-term lease expense	796		2,607
Variable lease expense	517		1,051
Finance lease expense:
Amortization of right-of-use assets	614		1,629
Interest on lease liabilities	400		1,307
Total lease expense	$	10,689	$	31,621


	June 30, 2020		December 31, 2019
Land and improvements	$	57,452	$	66,670
Buildings and improvements	291,373		310,797
Machinery and equipment	1,228,381		1,204,457
Construction in progress	87,228		161,951
	1,664,434		1,743,875
Accumulated depreciation	(779,858)		(755,598)
Property, plant and equipment, net	$	884,576	$	988,277



		Nine Months Ended September 30, 2019
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		$	25,671
Operating cash flows for finance leases		1,186
Financing cash flows for finance leases		735
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases		4,955
Finance leases		9,476

Weighted Average Remaining Lease Term (in years)	��
Operating leases		5.5
Finance leases		11.7

Weighted Average Discount Rate
Operating leases		4.7		%
Finance leases		9.7		%


	North America		Industrial Specialty Group		Total
Balance as of December 31, 2019	$	142,187	$	—	$	142,187
Reorganization	(14,036)		14,036		—

Foreign exchange translation	(187)		—		(187)
Balance as of June 30, 2020	$	127,964	$	14,036	$	142,000



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	156,189	$	(109,906	)	$	46,283
Other	49,123		(7,081		)	42,042
Balance as of September 30, 2019	$	205,312	$	(116,987	)	$	88,325

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



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.



	September 30, 2019			December 31, 2018			Input
Forward foreign exchange contracts - other current assets	$	157		$	277		Level 2
Forward foreign exchange contracts - accrued liabilities	(95		)	(925		)	Level 2



	September 30, 2019		December 31, 2018
Aggregate fair value	$	680,684	$	684,687
Aggregate carrying value ⁽¹⁾	730,650		733,200



	Gain (Loss) Recognized in OCI
	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
Forward foreign exchange contracts	$	(1,367	)	$	2,253	$	2,443	$	3,413
Interest rate swaps	—			—		—		443
Total	$	(1,367	)	$	2,253	$	2,443	$	3,856



		Gain (Loss) Reclassified from AOCI to Income
		Three Months Ended September 30,
	Classification	2019		2018
Forward foreign exchange contracts	Cost of products sold	$	614	$	370
Interest rate swaps	Interest expense, net of interest income	—		31
Total		$	614	$	401



	September 30, 2019		December 31, 2018
Off-balance sheet arrangements	$	86,270	$	100,409



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
Net income (loss) available to Cooper-Standard Holdings Inc. common stockholders	$	(13,853	)	$	32,156	$	127,983	$	130,825

Basic weighted average shares of common stock outstanding	16,880,736			17,828,358		17,240,366		17,939,544
Dilutive effect of common stock equivalents	—			380,810		64,428		409,072
Diluted weighted average shares of common stock outstanding	16,880,736			18,209,168		17,304,794		18,348,616

Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc.	$	(0.82	)	$	1.80	$	7.42	$	7.29

Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc.	$	(0.82	)	$	1.77	$	7.40	$	7.13



	September 30, 2019		December 31, 2018
Segment assets
North America	$	1,225,898	$	1,174,604
Europe	568,246		541,495
Asia Pacific	612,228		616,093
South America	62,660		54,629
Eliminations and other	176,415		236,282
Consolidated	$	2,645,447	$	2,623,103



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)⁽³⁾
July 1, 2019 through July 31, 2019	144	$	42.10	—	$	98.7
August 1, 2019 through August 31, 2019⁽⁴⁾	72,875	42.91		72,875	98.7
September 1, 2019 through September 30, 2019	49	49.48		—	98.7
Total	73,068			72,875