UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~___________________________________~~

FORM 10-Q

~~___________________________________~~

(Mark One)


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

For the quarterly period ended March 31, ~~2023~~2024


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

For the transition period from __________ to __________.

Commission File Number: 001-36127

~~______________________________~~

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

~~______________________________~~


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

40300 Traditions Drive

Northville, Michigan 48168

(Address of principal executive offices)

~~(Zip~~ (Zip Code)

(248) 596-5900

(Registrant’s telephone number, including area code)

~~______________________________~~

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CPS

New York Stock Exchange

Preferred Stock Purchase Rights

New York Stock Exchange

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

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

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


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

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

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

As of April ~~27, 2023,~~30, 2024, there were ~~17,138,518~~17,290,145 shares of the registrant’s common stock, $0.001 par value, outstanding.

COOPER-STANDARD HOLDINGS INC.

Form 10-Q

For the period ended March 31, ~~2023~~

2024

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollar amounts in thousands except per share amounts)




		Three Months Ended March 31,					Three Months Ended March 31,
			2023		2022			2024	2023
Sales	Sales		$	682,458	$	612,984
Cost of products sold	Cost of products sold		640,630		591,442
Gross profit	Gross profit		41,828		21,542
Selling, administration & engineering expenses	Selling, administration & engineering expenses		52,089		51,904

Amortization of intangibles	Amortization of intangibles		1,807		1,746

Amortization of intangibles

Amortization of intangibles
Restructuring charges	Restructuring charges		2,379		7,831

Impairment charges			—		455
Operating loss			(14,447)		(40,394)

Operating income (loss)

Operating income (loss)

Operating income (loss)
Interest expense, net of interest income	Interest expense, net of interest income		(30,220)		(18,177)
Equity in losses of affiliates			(198)		(1,356)
Equity in earnings (losses) of affiliates
Loss on refinancing and extinguishment of debt	Loss on refinancing and extinguishment of debt		(81,885)		—
Other expense, net	Other expense, net		(4,004)		(1,211)
Loss before income taxes	Loss before income taxes		(130,754)		(61,138)
Income tax expense	Income tax expense		358		652
Net loss	Net loss		(131,112)		(61,790)
Net loss attributable to noncontrolling interests			745		430
Net (income) loss attributable to noncontrolling interests
Net loss attributable to Cooper-Standard Holdings Inc.	Net loss attributable to Cooper-Standard Holdings Inc.		$	(130,367)	$	(61,360)

Loss per share:	Loss per share:
Loss per share:
Loss per share:
Basic
Basic
Basic	Basic		$	(7.57)	$	(3.58)
Diluted	Diluted		$	(7.57)	$	(3.58)

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(Dollar amounts in thousands)


		Three Months Ended March 31,
		2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024	2024	2023
Net loss	Net loss	$	(131,112)	$	(61,790)
Other comprehensive income (loss):
Other comprehensive (loss) income:
Currency translation adjustment
Currency translation adjustment
Currency translation adjustment	Currency translation adjustment	(93)		8,365
Benefit plan liabilities adjustment, net of tax	Benefit plan liabilities adjustment, net of tax	100		984
Fair value change of derivatives, net of tax	Fair value change of derivatives, net of tax	2,343		2,431
Other comprehensive income, net of tax		2,350		11,780
Other comprehensive (loss) income, net of tax
Comprehensive loss	Comprehensive loss	(128,762)		(50,010)
Comprehensive loss attributable to noncontrolling interests		768		441
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive loss attributable to Cooper-Standard Holdings Inc.	Comprehensive loss attributable to Cooper-Standard Holdings Inc.	$	(127,994)	$	(49,569)

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
		(unaudited)
Assets	Assets
Assets
Assets
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	105,840	$	186,875
Accounts receivable, net	Accounts receivable, net	393,717		358,700
Tooling receivable, net	Tooling receivable, net	100,668		95,965
Inventories	Inventories	172,491		157,756
Prepaid expenses	Prepaid expenses	28,295		31,170
Income tax receivable and refundable credits		13,670		13,668
Value added tax receivable
Other current assets	Other current assets	123,099		101,515

Total current assets
Total current assets
Total current assets	Total current assets	937,780		945,649
Property, plant and equipment, net	Property, plant and equipment, net	638,473		642,860
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	91,990		94,571
Goodwill	Goodwill	142,024		142,023
Intangible assets, net	Intangible assets, net	45,883		47,641

Other assets	Other assets	86,917		90,785
Other assets
Other assets
Total assets	Total assets	$	1,943,067	$	1,963,529

Liabilities and Equity	Liabilities and Equity
Liabilities and Equity
Liabilities and Equity
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Debt payable within one year
Debt payable within one year
Debt payable within one year	Debt payable within one year	$	52,813	$	54,130
Accounts payable	Accounts payable	390,861		338,210
Payroll liabilities	Payroll liabilities	120,158		99,029

Accrued liabilities	Accrued liabilities	146,292		119,463
Accrued liabilities
Accrued liabilities
Current operating lease liabilities	Current operating lease liabilities	20,132		20,786

Total current liabilities
Total current liabilities
Total current liabilities	Total current liabilities	730,256		631,618
Long-term debt	Long-term debt	996,822		982,054
Pension benefits	Pension benefits	100,324		98,481
Postretirement benefits other than pensions	Postretirement benefits other than pensions	30,909		31,014

Long-term operating lease liabilities	Long-term operating lease liabilities	75,586		77,617
Long-term operating lease liabilities
Long-term operating lease liabilities
Other liabilities	Other liabilities	36,000		41,553
Total liabilities	Total liabilities	1,969,897		1,862,337

Equity:	Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,204,327 shares issued and 17,138,518 shares outstanding as of March 31, 2023, and 19,173,838 shares issued and 17,108,029 outstanding as of December 31, 2022		17		17
Equity:
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,355,954 shares issued and 17,290,145 shares outstanding as of March 31, 2024, and 19,263,288 shares issued and 17,197,479 shares outstanding as of December 31, 2023
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,355,954 shares issued and 17,290,145 shares outstanding as of March 31, 2024, and 19,263,288 shares issued and 17,197,479 shares outstanding as of December 31, 2023
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,355,954 shares issued and 17,290,145 shares outstanding as of March 31, 2024, and 19,263,288 shares issued and 17,197,479 shares outstanding as of December 31, 2023
Additional paid-in capital	Additional paid-in capital	508,238		507,498
Retained deficit	Retained deficit	(320,198)		(189,831)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(207,598)		(209,971)
Total Cooper-Standard Holdings Inc. equity	Total Cooper-Standard Holdings Inc. equity	(19,541)		107,713
Noncontrolling interests	Noncontrolling interests	(7,289)		(6,521)
Total equity	Total equity	(26,830)		101,192
Total liabilities and equity	Total liabilities and equity	$	1,943,067	$	1,963,529

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Dollar amounts in thousands except share amounts)

Total Equity
Common Shares Common Stock Additional Paid-In Capital Retained Earnings (Loss) Accumulated Other Comprehensive Loss Cooper-Standard Holdings Inc. Equity Noncontrolling Interests Total Equity
Balance as of December 31, 2022 17,108,029 $ 17 $ 507,498 $ (189,831) $ (209,971) $ 107,713 $ (6,521) $ 101,192
Share-based compensation, net 30,489 — 740 — — 740 — 740
Net loss — — — (130,367) — (130,367) (745) (131,112)
Other comprehensive income (loss) — — — — 2,373 2,373 (23) 2,350
Balance as of March 31, 2023 17,138,518 $ 17 $ 508,238 $ (320,198) $ (207,598) $ (19,541) $ (7,289) $ (26,830)


	Total Equity
	Common Shares	Common Stock		Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss		Cooper-Standard Holdings Inc. Equity		Noncontrolling Interests		Total Equity
Balance as of December 31, 2023	17,197,479	$	17	$	512,164	$	(391,816)	$	(201,665)	$	(81,300)	$	(8,433)	$	(89,733)


Share-based compensation, net	92,666	—		668		—		—		668		—		668




Net (loss) income	—	—		—		(31,660)		—		(31,660)		352		(31,308)
Other comprehensive (loss) income	—	—		—		—		(3,551)		(3,551)		137		(3,414)
Balance as of March 31, 2024	17,290,145	$	17	$	512,832	$	(423,476)	$	(205,216)	$	(115,843)	$	(7,944)	$	(123,787)


		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, 2021		16,991,979	$	17	$	504,497	$	25,553	$	(205,184)	$	324,883	$	6,477	$	331,360
																	Total Equity
																	Common Shares	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Loss	Cooper-Standard Holdings Inc. Equity	Noncontrolling Interests	Total Equity
Balance as of December 31, 2022

Share-based compensation, net	Share-based compensation, net	69,716	—		437		—		—		437		—		437
Deconsolidation of noncontrolling interest		—	—		—		—		—		—		(11,007)		(11,007)

Share-based compensation, net

Share-based compensation, net

Net loss
Net loss
Net loss	Net loss	—	—		—		(61,360)		—		(61,360)		(430)		(61,790)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		11,791		11,791		(11)		11,780
Balance as of March 31, 2022		17,061,695	$	17	$	504,934	$	(35,807)	$	(193,393)	$	275,751	$	(4,971)	$	270,780
Balance as of March 31, 2023

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

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)


		Three Months Ended March 31,					Three Months Ended March 31,
		2023		2022			2024		2023
Operating Activities:
Operating activities:
Net loss	Net loss	$	(131,112)	$	(61,790)
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss
Net loss
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation
Depreciation
Depreciation	Depreciation	26,175		30,387
Amortization of intangibles	Amortization of intangibles	1,807		1,746

Impairment charges		—		455

Share-based compensation expense	Share-based compensation expense	1,467		584
Equity in losses of affiliates, net of dividends related to earnings		198		1,356

Share-based compensation expense

Share-based compensation expense
Equity in (earnings) losses of affiliates, net of dividends related to earnings
Loss on refinancing and extinguishment of debt	Loss on refinancing and extinguishment of debt	81,885		—
Payment-in-kind interest
Deferred income taxes	Deferred income taxes	367		(511)
Other	Other	1,206		509
Changes in operating assets and liabilities	Changes in operating assets and liabilities	48,386		15,051
Net cash provided by (used in) operating activities		30,379		(12,213)
Net cash (used in) provided by operating activities
Investing activities:	Investing activities:
Capital expenditures
Capital expenditures
Capital expenditures	Capital expenditures	(29,263)		(32,314)

Proceeds from deferred sale of fixed assets		—		50,008

Other	Other	232		2,377
Net cash (used in) provided by investing activities		(29,031)		20,071

Other

Other
Net cash used in investing activities
Financing activities:	Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs
Proceeds from issuance of long-term debt, net of debt issuance costs
Proceeds from issuance of long-term debt, net of debt issuance costs	Proceeds from issuance of long-term debt, net of debt issuance costs	927,450		—
Repayment and refinancing of long-term debt	Repayment and refinancing of long-term debt	(927,046)		—
Principal payments on long-term debt	Principal payments on long-term debt	(755)		(1,429)

Decrease in short-term debt, net
Decrease in short-term debt, net
Decrease in short-term debt, net	Decrease in short-term debt, net	(1,312)		(1,667)

Debt issuance costs and other fees	Debt issuance costs and other fees	(73,965)		—

Debt issuance costs and other fees

Debt issuance costs and other fees

Taxes withheld and paid on employees' share-based payment awards

Taxes withheld and paid on employees' share-based payment awards

Taxes withheld and paid on employees' share-based payment awards	Taxes withheld and paid on employees' share-based payment awards	(195)		(523)
Other	Other	163		646
Net cash used in financing activities	Net cash used in financing activities	(75,660)		(2,973)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	Effects of exchange rate changes on cash, cash equivalents and restricted cash	(2,850)		5,123
Changes in cash, cash equivalents and restricted cash	Changes in cash, cash equivalents and restricted cash	(77,162)		10,008

Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	192,807		251,128
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	115,645	$	261,136
						Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
		Balance as of
		March 31, 2023		December 31, 2022
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
	Balance as of									Balance as of
	March 31, 2024							March 31, 2024			December 31, 2023
Cash and cash equivalents	Cash and cash equivalents	$	105,840	$	186,875
Restricted cash included in other current assets	Restricted cash included in other current assets	8,912		4,650
Restricted cash included in other assets	Restricted cash included in other assets	893		1,282
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	115,645	$	192,807

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

1. Overview

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the ~~“2022~~“2023 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, ~~2023~~2024 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

As disclosed in its 2023 Annual Report, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of its reportable segments, which are determined based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in this Form 10-Q is reflective of this new structure and prior period information has been revised to conform to the Company’s current period presentation. Refer to Note 15. “Segment Reporting” for additional information on the Company’s reportable segments and to Note 5. “Goodwill and Intangible Assets” for the impact thereof to the evaluation of recorded goodwill balances.

Recently Adopted Accounting Pronouncements

The Company adopted the following Accounting Standard ~~Updates~~Update (“ASU”) during the three months ended March 31, ~~2023,~~2024, which did not have a material impact on its condensed consolidated financial ~~statements.~~statements:

Standard

Description

Effective Date

ASU ~~2022-04,~~2023-07, ~~Liabilities - Supplier Finance Programs (Subtopic 405-50)~~Segment Reporting (Topic 280): ~~Disclosure of Supplier Finance Program Obligations~~Improvements to Reportable Segment Disclosures

Requires ~~enhanced~~disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM beginning with annual disclosures ~~about a buyer’s use of supplier finance programs. Supplier finance programs may~~in 2024. The amendments in this update also require all annual segment disclosures to be ~~referred to as reverse factoring, payables finance, or structured payables arrangements.~~included in interim periods beginning in 2025.

January 1, ~~2023~~2024

~~2. Deconsolidation and Sale-Leaseback~~

~~2022 Joint Venture Deconsolidation~~

In the first quarter of 2022, a joint venture in the Asia Pacific region that was previously consolidated with a noncontrolling interest amended the governing document underlying the joint venture. The amendment to the agreement did not change the Company’s 51% ownership. However, as a result of the amendment and effective as of January 1, 2022, the joint venture was deconsolidated and accounted for as an investment under the equity method. The Company remeasured the retained investment using the income approach method and performed a discounted cash flow analysis of the projected free cash flows of the joint venture. As a result of the deconsolidation, during the three months ended March 31, 2022, the Company recorded a loss of $2,257, included in other income (expense), net in the condensed consolidated statements of operations. The deconsolidation included the removal of property, plant and equipment with gross carrying value of $29,590 and accumulated depreciation of $11,625, along with the removal of intangible assets (primarily land use rights) with a net carrying value of $5,258.

~~Sale-Leaseback~~

In the first quarter of 2022, the Company signed a sale-leaseback agreement on one of its European facilities. The Company closed the transaction and received cash proceeds in the amount of $50,008 during the three months ended March 31, 2022. The sale-leaseback became effective on April 1, 2022, and the Company recorded a gain on the sale transaction of $33,391 in the second quarter of 2022.

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

(Unaudited)

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

3.Recently Issued Accounting Pronouncements

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

Standard

Description

Impact

Effective Date

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The Company is currently evaluating the impact of this update on its consolidated financial statements and disclosures.

January 1, 2025

ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement

Requires joint ventures to apply a new basis of accounting upon formation, and as a result, initially measure all assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).

The Company is currently evaluating the impact of this update on its consolidated financial statements and disclosures.

January 1, 2025

2. Revenue

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

Consistent with the Company’s change in reportable segments as described in Note 1. “Overview”, the Company has changed its revenue disaggregation presentation to align with the new reportable segment structure. Revenue by customer group for the three months ended March 31, 2024 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
Passenger and Light Duty	$	343,521	$	299,180	$	—	$	642,701
Commercial	7,365		2,926		1,899		12,190
Other	393		3,409		17,732		21,534
Revenue	$	351,279	$	305,515	$	19,631	$	676,425

Revenue by customer group for the three months ended March 31, 2023 was as follows:

North America Europe Asia Pacific South America Corporate, Eliminations and Other Consolidated
Passenger and Light Duty $ 357,126 $ 155,193 $ 94,615 $ 28,838 $ — $ 635,772
Commercial 4,105 6,522 170 3 1,782 12,582
Other 3,896 140 — — 30,068 34,104
Revenue $ 365,127 $ 161,855 $ 94,785 $ 28,841 $ 31,850 $ 682,458

~~Revenue by customer group for the three months ended March 31, 2022 was as follows:~~


		North America		Europe		Asia Pacific		South America		Corporate, Eliminations and Other		Consolidated
	Sealing Systems													Sealing Systems	Fluid Handling Systems	Other	Consolidated
Passenger and Light Duty	Passenger and Light Duty	$	314,587	$	125,368	$	103,404	$	21,513	$	—	$	564,872
Commercial	Commercial	3,674		5,923		347		6		1,657		11,607
Other	Other	3,633		123		2		—		32,747		36,505
Revenue	Revenue	$	321,894	$	131,414	$	103,753	$	21,519	$	34,404	$	612,984

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

Substantially all of the Company’s revenues were generated from sealing and fluid handling systems (consisting of fuel and brake delivery systems and fluid ~~transfer) systems~~transfer systems) for use in passenger vehicles and light trucks manufactured by global OEMs.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

A summary of the Company’s products is as follows:


Product Line						Description
Sealing Systems						Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface ~~treatment~~treatment.
Fuel and Brake Delivery Systems						Sense, deliver and control fluids to fuel and brake ~~systems~~systems.
Fluid Transfer Systems						Sense, deliver and control fluids and vapors for optimal powertrain & HVAC ~~operation~~operation.

Revenue by ~~product line~~geographical region for the three months ended March 31, 2024 was as follows:


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
North America	$	150,851	$	225,368	$	—	$	376,219
Europe	125,719		34,862		—		160,581
Asia Pacific	54,281		37,881		—		92,162
South America	20,428		7,404		—		27,832
Corporate, eliminations and other	—		—		19,631		19,631
Revenue	$	351,279	$	305,515	$	19,631	$	676,425

Revenue by geographical region for the three months ended March 31, 2023 was as follows:

North America Europe Asia Pacific South America Corporate, Eliminations and Other Consolidated
Sealing systems $ 138,121 $ 130,975 $ 59,399 $ 22,640 $ — $ 351,135
Fluid handling:
Fuel and brake delivery systems 119,295 26,491 18,907 4,447 — 169,140
Fluid transfer systems 107,711 4,389 16,479 1,754 — 130,333
Total fluid handling 227,006 30,880 35,386 6,201 — 299,473
Other — — — — 31,850 31,850
Revenue $ 365,127 $ 161,855 $ 94,785 $ 28,841 $ 31,850 $ 682,458

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

~~(Unaudited)~~

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

~~Revenue by product line for the three months ended March 31, 2022 was as follows:~~

North America Europe Asia Pacific South America Corporate, Eliminations and Other Consolidated
Sealing systems $ 127,552 $ 105,134 $ 63,036 $ 16,110 $ — $ 311,832
Fluid handling:
Fuel and brake delivery systems 102,721 23,038 23,747 3,561 — 153,067
Fluid transfer systems 91,621 3,242 16,970 1,848 — 113,681
Total fluid handling 194,342 26,280 40,717 5,409 — 266,748
Other — — — — 34,404 34,404
Revenue $ 321,894 $ 131,414 $ 103,753 $ 21,519 $ 34,404 $ 612,984


	Sealing Systems		Fluid Handling Systems		Other		Consolidated
North America	$	138,112	$	227,006	$	—	$	365,118
Europe	131,116		30,738		—		161,854
Asia Pacific	57,111		36,654		—		93,765
South America	22,641		6,200		—		28,841
Corporate, eliminations and other	—		—		32,880		32,880
Revenue	$	348,980	$	300,598	$	32,880	$	682,458

Contract Estimates

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

Contract Balances

The Company’s contract assets consist of unbilled amounts associated with variable pricing arrangements in the Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. Contract assets were not materially impacted by any other factors during the three months ended March 31, ~~2023.~~2024.

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


		March 31, 2023		December 31, 2022		Change
		March 31, 2024
		March 31, 2024
		March 31, 2024
Contract assets
Contract assets
Contract assets	Contract assets	$	275	$	530	$	(255)
Contract liabilities	Contract liabilities	(15)		(15)		—
Net contract assets (liabilities)		$	260	$	515	$	(255)
Contract liabilities
Contract liabilities
Net contract assets
Net contract assets
Net contract assets

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

Other

The Company, at times, enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period in which the commitment is made, unless the payment is contractually recoverable. Amounts related to commitments of future payments to customers onin the condensed consolidated balance sheets as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 were current liabilities of ~~$11,126~~$9,656 and ~~$9,325,~~$10,164, respectively, and long-term liabilities of ~~$5,560~~$2,896 and ~~$5,899,~~$4,293, respectively.

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

4.3. Restructuring

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

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), along with other related exit costs and asset impairments

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

~~(Unaudited)~~

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

related to restructuring activities (collectively, “other exit costs”). Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.

As further described in Note 15. “Segment Reporting”, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. Accordingly, prior period restructuring charges have been revised to conform to the Company’s current period presentation. Restructuring charges by segment ~~for the three months ended March 31, 2023 and 2022 was~~were as follows:

Three Months Ended March 31,
2023 2022
North America $ 209 $ (439)
Europe 1,785 8,431
Asia Pacific 319 (153)
South America 22 36
Total Automotive 2,335 7,875
Corporate and other 44 (44)
Total $ 2,379 $ 7,831


	Three Months Ended March 31,
		2024		2023
Sealing systems		$	648	$	973
Fluid handling systems		325		1,104
Corporate and other		160		302
Total		$	1,133	$	2,379

Restructuring activity for the three months ended March 31, ~~2023~~2024 was as follows:


		Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2022		$	13,185	$	6,383	$	19,568
		Employee Separation Costs
		Employee Separation Costs
		Employee Separation Costs						Other Exit Costs	Total
Balance as of December 31, 2023
Expense	Expense	1,816		563		2,379
Cash payments	Cash payments	(2,630)		(1,258)		(3,888)

Foreign exchange translation and other	Foreign exchange translation and other	70		11		81
Balance as of March 31, 2023		$	12,441	$	5,699	$	18,140
Foreign exchange translation and other
Foreign exchange translation and other
Balance as of March 31, 2024

5.4. Inventories

Inventories consist of the following:


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Finished goods	Finished goods	$	43,798	$	39,202
Work in process	Work in process	43,822		40,521
Raw materials and supplies	Raw materials and supplies	84,871		78,033
		$	172,491	$	157,756
	$

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

5. Goodwill and Intangible Assets

Goodwill

As further described in Note 15. “Segment Reporting”, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. Based on this change, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. The two reportable segments, along with the Industrial Specialty Group business, are the applicable reporting units for purposes of goodwill assignment and evaluation.

As a result of the segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis. The Company estimated the fair values of the reporting units based upon the present value of their anticipated future cash flows. The Company’s determination of fair value involved judgment and the use of estimates and assumptions. In conjunction with the goodwill allocation, the Company performed a quantitative impairment assessment of goodwill immediately before and after the segment realignment. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded its respective carrying value. Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, ~~2023~~2024 were as follows:

North America Industrial Specialty Group Total
Balance as of December 31, 2022 $ 127,987 $ 14,036 $ 142,023
Foreign exchange translation 1 — 1
Balance as of March 31, 2023 $ 127,988 $ 14,036 $ 142,024


	Sealing Systems		Fluid Handling Systems		Industrial Specialty Group		Total
Balance as of December 31, 2023	$	47,775	$	80,303	$	12,736	$	140,814


Foreign exchange translation	(93)		—		—		(93)
Balance as of March 31, 2024	$	47,682	$	80,303	$	12,736	$	140,721

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three months ended March 31, ~~2023.~~2024.

Intangible Assets

Definite-lived intangible assets and accumulated amortization balances as of March 31, 2024 and December 31, 2023 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	152,227	$	(134,653)	$	17,574
Other	37,881		(16,699)		21,182
Balance as of March 31, 2024	$	190,108	$	(151,352)	$	38,756

Customer relationships	$	152,403	$	(133,698)	$	18,705
Other	38,090		(16,227)		21,863
Balance as of December 31, 2023	$	190,493	$	(149,925)	$	40,568

6. Debt and Other Financing

A summary of outstanding debt as of March 31, 2024 and December 31, 2023 is as follows:


	March 31, 2024		December 31, 2023
First Lien Notes	$	603,408	$	595,966
Third Lien Notes	387,053		386,681
2026 Senior Notes	42,357		42,338



Finance leases	21,262		22,243
Other borrowings	47,429		48,220
Total debt	1,101,509		1,095,448
Less: current portion	(49,909)		(50,712)
Total long-term debt	$	1,051,600	$	1,044,736

1112

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

(Unaudited)

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

~~Intangible Assets~~

~~Intangible assets and accumulated amortization balances as of March 31, 2023 and December 31, 2022 were as follows:~~

Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Customer relationships $ 152,633 $ (130,582) $ 22,051
Other 38,529 (14,697) 23,832
Balance as of March 31, 2023 $ 191,162 $ (145,279) $ 45,883
Customer relationships $ 152,578 $ (129,317) $ 23,261
Other 38,479 (14,099) 24,380
Balance as of December 31, 2022 $ 191,057 $ (143,416) $ 47,641

~~7. Debt and Other Financing~~

~~A summary of outstanding debt as of March 31, 2023 and December 31, 2022 is as follows:~~

March 31, 2023 December 31, 2022
First Lien Notes $ 574,848 $ —
Third Lien Notes 358,451 —
2026 Senior Notes 42,281 397,259
2024 Senior Secured Notes — 244,471
Term Loan — 318,787
Finance leases 23,649 23,765
Other borrowings 50,406 51,902
Total debt 1,049,635 1,036,184
Less current portion (52,813) (54,130)
Total long-term debt $ 996,822 $ 982,054

~~Refinancing Transactions~~First Lien Notes

On January 27, 2023, ~~(the “Settlement Date”),~~ the Company Cooper-Standard Automotive Inc. (the “Issuer”), a wholly-owned subsidiary of the Company, and certain other of the Company’s direct and indirect subsidiaries completed certain refinancing transactions (the “Refinancing Transactions”) consisting of: (i) the exchange (the “Exchange Offer”) of $357,446issued $580,000 aggregate principal amount of the Issuer’s then existing 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) (representing 89.36% of the aggregate principal amount outstanding of the 2026 Senior Notes) for $357,446 aggregate principal amount of the Issuer’s newly issued 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”), (ii) the issuance by the Issuer (the “Concurrent Notes Offering”) of $580,000 aggregate principal amount ofits 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes” and, together with the Third Lien Notes, the “New Notes”) to holders of 2026 Senior Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the First Lien Notes not otherwise subscribed for, (iii) the related consent solicitation (the “Consent Solicitation”) to remove substantially all of the covenants, certain events of default and certain other provisions contained in the 2026 Senior Notes and the indenture governing the 2026 Senior Notes and to release and discharge the guarantee of the 2026 Senior Notes by the Company, (iv) the effectiveness of the Third Amendment (as defined below) to the senior asset-based revolving credit facility (“ABL Facility”) and (v) the use of proceeds from the Concurrent Notes Offering, together with cash on hand, to prepay all amounts outstanding under the Term Loan Facility at par, plus any accrued and unpaid interest thereon, to redeem the Issuer’s existing 2024 Senior Secured Notes (as defined below), including the prepayment premium and any accrued and unpaid interest thereon, and to pay fees and expenses related to the Refinancing Transactions. As a result of the Refinancing Transactions, the Issuer extended the maturities of its indebtedness and reduced the amount of cash interest it is required to pay on such indebtedness for the next two years. The Company recognized a loss on the refinancing and extinguishment of debt of $81,885 during the three months ended March 31, 2023. Additionally, the Company incurred total fees of $90,740 associated with the Refinancing Transactions, of which $83,961 were

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

~~(Unaudited)~~

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

paid during the three months ended March 31, 2023, $4,237 were paid during 2022 and $2,541 are recorded in accounts payable in the condensed consolidated balance sheets as of March 31, 2023 and will be paid in future periods. The fees paid during the three months ended March 31, 2023 are reflected as a financing outflow in the condensed consolidated statement of cash flows. Of the fees paid during the three months ended March 31, 2023, $73,335 was included in the loss on the refinancing and extinguishment of debt referenced above, $9,996 is presented as a direct deduction from the principal balance in the condensed consolidated balance sheet, and $630 related to amending the ABL Facility is recorded in other long-term assets in the condensed consolidated balance sheet.

~~New Notes~~

On the Settlement Date, the Issuer issued $580,000 aggregate principal amount of First Lien Notes pursuant to an indenture, dated as of the Settlement Date (the “First Lien Notes Indenture”), by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “First Lien Collateral Agent”).

The First Lien Notes are senior secured obligations of the Issuer and are guaranteed by CS Intermediate Holdco 1 LLC (“Holdings”), each of the Issuer’s wholly owned domestic subsidiaries that guarantee certain other indebtedness, subject to certain exceptions (the “Domestic Guarantors”), and certain of the Issuer’s wholly owned subsidiaries organized in Costa Rica, France, Mexico, the Netherlands and Romania (the “Foreign Guarantors”). The First Lien Notes are guaranteed by Holdings and the Domestic Guarantors on a senior secured basis and by the Foreign Guarantors on a senior unsecured basis. The guarantees of the subsidiaries organized in France are limited guarantees.

~~The First Lien Notes will~~ mature on March 31, ~~2027. The First Lien Notes~~2027 and bear interest at the rate of 13.50% per annum, which is payable in ~~cash; provided, however, that~~cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods ~~after~~ the ~~Settlement Date, the Issuer~~Company has the option, in its sole discretion, to pay up to 4.50% of such interest ~~on the First Lien Notes, in such amount as specified by the Issuer,~~ by increasing the principal amount of the outstanding First Lien Notes or, in limited circumstances, ~~as described in the First Lien Notes Indenture,~~ by issuing additional First Lien Notes. As of March 31, 2024 and December 31, 2023, the aggregate principal amount of the First Lien Notes of $603,408 and $595,966, respectively, recognized in the condensed consolidated balance ~~sheet assumes~~sheets reflect the ~~Company will elect~~election to pay 4.50% of the first three interest ~~payment in~~payments as payment-in-kind. ~~Interest on the First Lien Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023.~~

The Issuer may, at its option, redeem all or part of the First Lien Notes prior to maturity at the prices set forth in the First Lien Notes Indenture. Upon the occurrence of certain events constituting a Change of Control (as defined in the First Lien Notes Indenture), the Issuer will be required to make an offer to repurchase all of the First Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

As of March 31, 2024 and December 31, 2023, the Company had ~~$9,388~~$7,555 and $8,184, respectively, of unamortized debt issuance costs, and ~~$415~~$311 and $337, respectively, of unamortized original issue discount related to the First Lien Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance ~~sheet.~~sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the First Lien Notes.

~~The First~~Third Lien Notes Indenture contains certain customary covenants that limit the Issuer’s and its restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur liens on assets; pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make certain loans and investments; enter into agreements restricting certain subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and sell certain assets or merge or consolidate with or into other companies. These covenants are subject to a number of important limitations and exceptions. The First Lien Notes Indenture also provides for customary events of default, which, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding First Lien Notes to be due and payable immediately.

On January 27, 2023, the ~~Settlement Date, the Issuer~~Company issued $357,446 aggregate principal amount of its 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes ~~pursuant to an indenture, dated as of the Settlement Date~~due 2027 (the “Third Lien ~~Notes Indenture”), by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Third Lien Collateral Agent”~~Notes”).

The Third Lien Notes are senior secured obligations of the Issuer and are guaranteed by Holdings, each of the Domestic Guarantors, and each of the Foreign Guarantors. The Third Lien Notes are guaranteed by Holdings and the Domestic Guarantors on a senior secured basis and by the Foreign Guarantors on a senior unsecured basis. The guarantees of the subsidiaries organized in France are limited guarantees.

~~The Third Lien Notes will~~ mature on May 15, ~~2027. The Third Lien Notes~~2027 and bear interest at the rate of 5.625% per annum, which is payable in ~~cash; provided, however, that~~cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods ~~after~~ the ~~Settlement Date, the Issuer~~Company has the option, in its sole discretion, to ~~instead~~ pay such interest at 10.625% per annum either by increasing the principal amount of the

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

~~(Unaudited)~~

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

outstanding Third Lien Notes or, in limited circumstances, ~~as described the Third Lien Notes Indenture,~~ by issuing additional Third Lien Notes. As of March 31, 2024 and December 31, 2023, the aggregate principal amount of the Third Lien Notes of $387,053 and $386,681, respectively, recognized in the condensed consolidated balance ~~sheet assumes~~sheets reflect the election to fully pay the first two interest payments as payment-in-kind. The Company has elected to pay the third interest payment, due June 15, 2024, on the Third Lien Notes ~~will be fully paid~~ in ~~payment-in-kind. Interest on the Third Lien Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023.~~

The Issuer may, at its option, redeem all or part of the Third Lien Notes prior to maturity at the prices set forth in the Third Lien Notes Indenture. Upon the occurrence of certain events constituting a Change of Control (as defined in the Third Lien Notes Indenture), the Issuer will be required to make an offer to repurchase all of the Third Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.cash.

Debt issuance costs related to the Third Lien Notes are amortized into interest expense over the term of the Third Lien Notes. As of March 31, 2024 and December 31, 2023, the Company had ~~$5,782~~$4,714 and $5,087, respectively, of unamortized debt issuance costs related to the Third Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance ~~sheet.~~

The Third Lien Notes Indenture contains certain customary covenants that limit the Issuer’s and its restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur liens on assets; pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make certain loans and investments; enter into agreements restricting certain subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and sell certain assets or merge or consolidate with or into other companies. These covenants are subject to a number of important limitations and exceptions. The Third Lien Notes Indenture also provides for customary events of default, which, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Third Lien Notes to be due and payable immediately.

In connection with the issuance of the New Notes, the First Lien Collateral Agent, the Third Lien Collateral Agent, the collateral agent under the ABL Facility, the Issuer, Holdings and the several other parties named therein entered into the First Lien and Third Lien Intercreditor Agreement, providing for the relative priorities of their respective security interests in the assets securing the First Lien Notes, the Third Lien Notes and the ABL Facility, and certain other matters relating to the administration of security interests.sheets.

2026 Senior Notes

On November 2, 2016, the ~~Issuer~~Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “2026 Senior ~~Notes. On~~Notes”). As part of certain refinancing transactions that were completed on January 27, 2023, the ~~Settlement Date, in connection with the Refinancing Transactions, the Issuer completed the Exchange Offer and delivered~~Company exchanged $357,446 aggregate principal amount of ~~the exchanged~~its 2026 Senior Notes ~~to the trustee~~ for ~~cancellation.~~$357,446 aggregate principal amount of its newly issued Third Lien Notes. Following the completion of the ~~Exchange Offer,~~exchange, $42,554 aggregate principal amount of the 2026 Senior Notes remain outstanding.

Following receipt of the requisite consents in the Consent Solicitation, on January 20, 2023, the Issuer, the guarantors named therein and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee, entered into a supplemental indenture to the indenture governing the 2026 Senior Notes, which became effective on the Settlement Date. The supplemental indenture provides for the elimination of substantially all of the covenants, certain events of default and certain other provisions contained in the 2026 Senior Notes and the indenture governing the 2026 Senior Notes and released and discharged the guarantee of the 2026 Senior Notes by the Company.

The 2026 Senior Notes are guaranteed by each of the Issuer’s wholly-owned existing or subsequently organized U.S. subsidiaries, subject to certain exceptions, to the extent such subsidiary guarantees the ABL Facility. The Issuer may, at its option, redeem all or part of the 2026 Senior Notes at various points in time prior to maturity, as described in the indenture governing the 2026 Senior Notes. The 2026 Senior Notes will mature on November 15, 2026. Interest on the 2026 Senior Notes is payable semi-annually in arrears in cash on May 15 and November 15 of each year.

~~The Company paid approximately $7,055 of debt issuance costs in connection with the issuance of the 2026 Senior Notes. The debt~~Debt issuance costs are being amortized into interest expense over the term of the 2026 Senior Notes. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company had ~~$273~~$197 and ~~$2,741~~$216, respectively, of unamortized debt issuance costs related to the 2026 Senior Notes, which is presented as a direct deduction from the principal balance in the condensed consolidated balance sheets.

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

~~(Unaudited)~~

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

~~2024 Senior Secured Notes~~

On May 29, 2020, the Issuer issued $250,000 aggregate principal amount of its 13.000% Senior Secured Notes due 2024 (the “2024 Senior Secured Notes”), pursuant to an indenture, dated as of May 29, 2020, by and among the Issuer, the other guarantors party thereto and U.S. Bank National Association, as trustee. The 2024 Senior Secured Notes would have matured on June 1, 2024. Interest on the 2024 Senior Secured Notes was payable semi-annually in arrears in cash on June 1 and December 1 of each year. In the first quarter of 2023, in connection with the Refinancing Transactions, the Issuer redeemed all of the outstanding 2024 Senior Secured Notes on the Settlement Date at the redemption price of 106.500% of the principal amount thereof, plus accrued and unpaid interest thereon.

The Company paid approximately $6,431 of debt issuance costs in connection with the issuance of the 2024 Senior Secured Notes. Additionally, the 2024 Senior Secured Notes were issued at a discount of $5,000. As of December 31, 2022, the Company had $3,021 of unamortized debt issuance costs and $2,508 of unamortized original issue discount related to the 2024 Senior Secured Notes, which were presented as direct deductions from the principal balance in the consolidated balance sheet. Both the debt issuance costs and the original issue discount were amortized into interest expense over the term of the 2024 Senior Secured Notes.

ABL Facility

On November 2, 2016, Holdings, Cooper-Standard Automotive Inc. (the “U.S. Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), Cooper-Standard Automotive International Holdings B.V. (the “Dutch Borrower”, and, together with the ~~U.S. Borrower and the Canadian Borrower, the “Borrowers”) and certain subsidiaries of the U.S. Borrower,~~Company entered into a third amendment and restatement of the ABL Facility. In March 2020, the ~~Borrowers~~Company entered into Amendment No. 1 to the Third Amended and Restated Loan Agreement (“the First Amendment”). As a result of the First Amendment, the ABL Facility maturity was extended to March 2025 and the aggregate revolving loan commitment was reduced to ~~$180.0 million.~~$180,000. In May 2020, the ~~Borrowers~~Company entered into Amendment No. 2 to the Third Amended and Restated Loan Agreement (the “Second Amendment”), which Second Amendment modified certain covenants under the ABL Facility. In December 2022, the ~~Borrowers~~Company entered into Amendment No. 3 to the Third Amended and Restated Loan Agreement (the “Third Amendment”), which became effective on ~~the Settlement Date. The Third Amendment provides for the ABL Facility to be amended to:~~January 27, 2023.

•~~permit the U.S. Borrower to issue the New Notes in the Concurrent Notes Offering and Exchange Offer, including the granting of liens, subject to the restrictions set forth in the ABL Facility;~~

•provide for certain of the U.S. Borrower’s wholly-owned subsidiaries organized in Costa Rica, France, Mexico, the Netherlands, Romania and certain other jurisdictions specified from time to time to become guarantors under the ABL Facility;

•~~authorize the collateral agent under the ABL Facility to enter into an intercreditor agreement with the collateral trustees for the New Notes; and~~

•~~remove the Dutch Borrower as a borrower under the ABL Facility.~~

The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $280,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. The Company’s borrowing base as of March 31, ~~2023~~2024 was ~~$172,483. Net~~$174,619 and the ~~greater of 10% of the borrowing base or $15,000 that cannot be borrowed without triggering the~~monthly fixed charge coverage ratio ~~maintenance covenant and $6,203~~was at a level that provided the Company full access to the borrowing base. Net of $7,255 of outstanding letters of credit, the Company effectively had ~~$149,031~~$167,364 available for borrowing under its ABL ~~Facility.~~

AsFacility as of March 31, ~~2023, there were no borrowings under the ABL Facility.~~

~~Maturity. Any borrowings under our ABL Facility will mature, and the commitments of the lenders under our ABL Facility will terminate, on March 24, 2025.~~

~~Borrowing Base~~. As of the Settlement Date, the loan and letter of credit availability under the ABL Facility is subject to a borrowing base, which at any time is limited to the lesser of: (A) the maximum facility amount (subject to certain adjustments) and (B) (i) up to 85% of eligible accounts receivable; plus (ii) the lesser of 70% of eligible inventory or 85% of the appraised net orderly liquidation value of eligible inventory; plus (iii) up to the lesser of $30,000 and 85% of eligible tooling accounts receivable; minus reserves established by the Agent. The accounts receivable portion of the borrowing base is subject to certain formulaic limitations (including concentration limits). The inventory portion of the borrowing base is limited to eligible inventory, as determined by the Agent. The borrowing base is also subject to certain reserves, which are established by the Agent (which may include changes to the advance rates indicated above). Loan availability under the ABL Facility is apportioned as follows: $160,000 to the U.S. Borrower and $20,000 to the Canadian Borrower.2024.

1513

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

(Unaudited)

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

~~Guarantees; Security~~. The obligations of the U.S. Borrower and the Canadian Borrower under the ABL Facility, as well as certain cash management arrangements and interest rate, foreign currency or commodity swaps entered into by the such Borrowers and their subsidiaries, and certain credit lines entered into by non-U.S. subsidiaries, in each case with the lenders and their affiliates (collectively, “Additional ABL Secured Obligations”) are guaranteed on a senior secured basis by Holdings and its U.S. subsidiaries (with certain exceptions) and certain wholly-owned subsidiaries organized in Costa Rica, France, Mexico, the Netherlands, Romania and certain other jurisdictions specified from time to time, and the obligations of the Canadian Borrower under the ABL Facility and Additional ABL Secured Obligations of the Canadian Borrower and its Canadian subsidiaries are, in addition, guaranteed on a senior secured basis by the Canadian subsidiaries of the Canadian Borrower. The obligations under the ABL Facility and related guarantees are secured by (1) a first priority lien on all of each Borrower’s and each U.S. and Canadian guarantor’s existing and future personal property consisting of certain accounts receivable, inventory, documents, instruments, chattel paper, deposit accounts and securities accounts and certain related assets and proceeds of the foregoing, with various enumerated exceptions, including that: (i) the collateral owned by Canadian Borrower or any of its Canadian subsidiaries that are Guarantors only secure the obligations of Canadian Borrower and such subsidiaries arising under the ABL Facility and Additional ABL Secured Obligations (ii) no liens have been granted on any assets or properties of any non-U.S. subsidiaries of the Company (other than the Canadian Borrower and Canadian Guarantors, as otherwise specified above) in connection with the ABL Facility, (2) a second priority lien on all the capital stock in restricted subsidiaries directly held by the U.S. Borrower and each of the U.S. guarantors, and equipment of the U.S. Borrower and the U.S.-domiciled guarantors and all other material personal property of the U.S. Borrower and the U.S.-domiciled guarantors and (3) a 65% pledge of the equity interest in the first-tier foreign subsidiaries of the U.S. Guarantors.

~~Interest. Borrowings under the ABL Facility bear interest at a rate equal to, at the Borrowers’ option:~~

•in the case of borrowings by the U.S. Borrower, the forward-looking secured overnight funding rate for the applicable interest period (“Term SOFR”) (including a credit spread adjustment of 0.11448% or 0.26161%, depending on the applicable interest period) or the base rate plus, in each case, an applicable margin; or

•~~in the case of borrowings by the Canadian Borrower, bankers’ acceptance (“BA”) rate, Canadian prime rate or Canadian base rate plus, in each case, an applicable margin.~~

The applicable margin may vary between 2.00% and 2.50% with respect to the Term SOFR or Canadian BA rate-based borrowings and between 1.00% and 1.50% with respect to U.S. base rate, Canadian prime rate and Canadian base rate borrowings. The applicable margin is subject, in each case, to quarterly pricing adjustments (based on average facility availability).

~~Fees. The Borrowers are required to pay a fee in respect of committed but unutilized commitments. The ABL Facility also requires the payment of customary agency and administrative fees.~~

~~Voluntary Prepayments~~. The Borrowers are able to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage and related reemployment costs with respect to repayments of SOFR-based borrowings).

~~Covenants; Events of Default~~. The ABL Facility includes affirmative and negative covenants that will impose substantial restrictions on the Company’s financial and business operations, including its ability to incur and secure debt, make investments, sell assets, pay dividends or make acquisitions. The ABL Facility also includes a requirement to maintain a monthly fixed charge coverage ratio of no less than 1.0 to 1.0 when availability under the ABL Facility is less than specified levels. The ABL Facility also contains various events of default that are customary for comparable facilities.

~~Debt Issuance Costs~~. As of March 31, 2024 and December 31, 2023, there were no borrowings under the ABL Facility.

As of March 31, 2024, any borrowings then outstanding under our ABL Facility would mature, and the commitments of the lenders under our ABL Facility would have terminated, on March 24, 2025. Subsequent to quarter end, on May 6, 2024, the ABL Facility was amended to, among other things, extend the termination date for revolving commitments totaling $150,000 to May 6, 2029.

As of March 31, 2024 and December 31, ~~2022,~~2023, the Company had ~~$1,416~~$677 and ~~$535,~~$862, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the condensed consolidated balance ~~sheet.~~

~~Term Loan Facility~~

On November 2, 2016, Cooper-Standard Automotive Inc., as borrower, entered into Amendment No. 1 to its senior term loan facility (the “Term Loan Facility”), which provided for loans in an aggregate principal amount of $340,000. Subject to certain conditions, the Term Loan Facility, without the consent of the then-existing lenders (but subject to the receipt of commitments), could have been expanded (or a new term loan or revolving facility added) by an amount that would not cause the consolidated secured net debt ratio to exceed 2.25 to 1.00 plus $400,000 plus any voluntary prepayments (including revolving facility and ABL Facility to the extent commitments are reduced) not funded from proceeds of long-term indebtedness.

On May 2, 2017, the Company entered into Amendment No. 2 to the Term Loan Facility to modify the interest rate. Subsequently, on March 6, 2018, the Company entered into Amendment No. 3 to the Term Loan Facility to further modify the

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

~~(Unaudited)~~

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

interest rate. In accordance with this amendment, borrowings under the Term Loan Facility bore interest, at the Company’s option, at either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75% plus 2.00% per annum, or (2) with respect to base rate loans, the base rate, (which is the highest of the then current federal funds rate plus 0.50%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%) plus 1.0% per annum.

~~Maturity. The Term Loan Facility would have matured on November 2, 2023.~~

~~Voluntary Prepayments. In connection with the Refinancing Transactions, Cooper-Standard Automotive Inc. repaid the Term Loan Facility in full on the Settlement Date and the Term Loan Facility was terminated.~~

~~Debt Issuance Costs.~~ As of December 31, 2022, the Company had $494 of unamortized debt issuance costs and $319 of unamortized original issue discount related to the Term Loan Facility. Both the debt issuance costs and the original issue discount were amortized into interest expense over the term of the Term Loan Facility.sheets.

Debt Covenants

The Company was in compliance with all applicable covenants of the ~~New~~First Lien Notes, ~~the~~Third Lien Notes, 2026 Senior Notes, and ABL Facility as of March 31, ~~2023.~~2024.

Other Financing

Finance leases and other. Other borrowings as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 reflect finance leases and other borrowings under local bank lines classified in debt payable within one year onin the condensed consolidated balance ~~sheet.~~sheets.

Receivable factoring. As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution (the “Factor”) in a pan-European program. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and the indentures governing the ~~New~~First Lien Notes, Third Lien Notes, and 2026 Secured Notes. The European factoring facility allows the Company to factor up to ~~€120~~€70 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires inon December ~~2023.~~31, 2026.

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

March 31, 2023 December 31, 2022
Off-balance sheet arrangements $ 66,144 $ 52,491


	March 31, 2024		December 31, 2023
Off-balance sheet arrangements	$	56,120	$	47,903

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


		Off-Balance Sheet Arrangements
		Three Months Ended March 31,
		2023		2022
						Off-Balance Sheet Arrangements
						Off-Balance Sheet Arrangements
						Off-Balance Sheet Arrangements
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024
						2024
						2024
Accounts receivable factored
Accounts receivable factored
Accounts receivable factored	Accounts receivable factored	$	103,045	$	82,550
Costs	Costs	437		125
Costs
Costs

As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, cash collections on behalf of the Factor that have yet to be remitted were ~~$8,424~~$11,928 and ~~$3,772,~~$6,466, respectively, and are reflected in other current assets as restricted cash in the condensed consolidated balance ~~sheet.~~sheets.

1714

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

(Unaudited)

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

8.7. Fair Value Measurements and Financial Instruments

Fair Value Measurements

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


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

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 were as follows:


		March 31, 2023		December 31, 2022		Input
	March 31, 2024										March 31, 2024				December 31, 2023		Input
Forward foreign exchange contracts - other current assets	Forward foreign exchange contracts - other current assets	$	10,851	$	8,643	Level 2	Forward foreign exchange contracts - other current assets	$	4,328	$		$	1,285	Level 2		Level 2
Forward foreign exchange contracts - accrued liabilities	Forward foreign exchange contracts - accrued liabilities	13		—		Level 2	Forward foreign exchange contracts - accrued liabilities	$	(496)	$		$	(998)	Level 2		Level 2

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.

During the three months ended March 31, 2023, there were no impairment charges recorded. During the three months ended March 31, 2022, the Company recorded impairment charges of $455 due to idle assets in Europe. The fair value was determined using salvage value. In addition, during the three months ended March 31, 2022, the Company recorded a loss on the deconsolidation of a joint venture in the Asia Pacific region of $2,257, included in other income (expense), net in the condensed consolidated statements of operations. For further information see Note 2. “Deconsolidation and Sale-Leaseback.”

Items Not Carried at Fair Value

Fair values of the Company’s ~~New~~First Lien Notes, Third Lien Notes, and 2026 Senior Notes ~~2024 Senior Secured Notes and Term Loan Facility~~ were as follows:


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Aggregate fair value	Aggregate fair value	$	832,800	$	744,010
Aggregate carrying value (1)	Aggregate carrying value (1)	980,000		969,600

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

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

Derivative Instruments and Hedging Activities

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

The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the cash flow hedges. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in the cash flows of the hedged item.

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

~~(Unaudited)~~

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

Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities. For a cash flow hedge, the change in fair value of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) in the condensed consolidated balance ~~sheet,~~sheets, to the extent that the hedges are effective, and reclassified into earnings when the underlying hedged transaction is realized. The realized gains and losses are recorded on the same line as the hedged transaction in the condensed consolidated statements of operations. Cash flows from derivatives used to manage foreign

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.

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

Cash Flow Hedges

Forward Foreign Exchange Contracts. The Company uses forward contracts to mitigate the potential volatility to earnings and cash flows arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, and the Mexican Peso. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the notional amount of these contracts was ~~$99,096~~$149,924 and ~~$135,285,~~$207,131, respectively, and consisted of hedges of cash flow transactions extending out to December ~~2023.~~2024.

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

Gain (Loss) Recognized in OCI
Three Months Ended March 31,
2023 2022
Forward foreign exchange contracts $ 5,553 $ 2,411


		Gain Recognized in OCI
	Three Months Ended March 31,
		2024		2023
Forward foreign exchange contracts		$	4,208	$	5,553

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI and recognized in cost of products sold were as follows:

Gain (Loss) Reclassified from AOCI to Income
Three Months Ended March 31,
2023 2022
Forward foreign exchange contracts $ 3,334 $ 43


		Gain Reclassified from AOCI to Income
	Three Months Ended March 31,
		2024		2023
Forward foreign exchange contracts		$	662	$	3,334

8. Pension and Postretirement Benefits Other Than Pensions

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


	Pension Benefits
	Three Months Ended March 31,
	2024				2023
	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	—	$	598	$	—	$	535
Interest cost	1,819		1,212		2,314		1,295
Expected return on plan assets	(1,647)		(336)		(2,113)		(307)
Amortization of prior service cost and actuarial loss	555		53		778		6

Net periodic benefit cost	$	727	$	1,527	$	979	$	1,529


	Other Postretirement Benefits
	Three Months Ended March 31,
	2024				2023
	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	6	$	45	$	13	$	38
Interest cost	142		194		205		197
Amortization of prior service credit and actuarial (gain) loss	(730)		4		(609)		(21)

Net periodic benefit (income) cost	$	(582)	$	243	$	(391)	$	214

1916

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

(Unaudited)

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

~~9. Pension and Postretirement Benefits Other Than Pensions~~

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

Pension Benefits
Three Months Ended March 31,
2023 2022
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ — $ 535 $ 193 $ 721
Interest cost 2,314 1,295 1,766 733
Expected return on plan assets (2,113) (307) (2,323) (254)
Amortization of prior service cost and actuarial loss 778 6 222 415
Net periodic benefit (income) cost $ 979 $ 1,529 $ (142) $ 1,615

Other Postretirement Benefits
Three Months Ended March 31,
2023 2022
U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 13 $ 38 $ 22 $ 58
Interest cost 205 197 140 168
Amortization of prior service credit and actuarial (gain) loss (609) (21) (394) 42
Net periodic benefit (income) cost $ (391) $ 214 $ (232) $ 268

The service cost component of net periodic benefit cost (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 cost (income) ~~cost~~ are included in other ~~income (expense),~~expense, net in the condensed consolidated statements of operations for all periods presented.

On October 11, 2022, the Company’s Board of Directors approved a resolution to merge certain of the Company’s U.S. defined benefit pension plans and terminate the resulting merged plan (“U.S. Pension Plan”) effective December 31, 2022. The termination of the U.S. Pension Plan is expected to ~~take~~ ~~twelve~~ ~~to eighteen months to complete.~~be completed during the year ended December 31, 2024. As part of the termination process, the Company ~~expects to settle benefit obligations under~~completed the ~~U.S. Pension Plan through a combination~~transfer of all lump sum payments to eligible plan participants who elected such lump sums or otherwise met the criteria for lump sum payments. In addition, on April 3, 2024, the Company transferred all plan assets and remaining benefit obligations related to the ~~purchase of~~U.S. Pension Plan to a highly rated insurance company. The insurance company will begin paying plan benefits to eligible plan participants through a group annuity contract ~~under which future~~beginning in June 2024.

As a result of transferring the remaining benefit obligations, the Company expects to recognize a non-cash pension settlement charge of approximately $40 to $50 million, before tax, in the quarter ended June 30, 2024, which includes recognizing the remaining pension losses currently recorded in accumulated other comprehensive loss, and ~~administration will be transferred to a third-party insurance company. Such settlements will be funded primarily from plan assets. Ultimate settlement~~derecognizing the net assets of ~~benefit obligations is dependent upon~~ the ~~participants’ elections.~~plan. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the U.S. Pension Plan was underfunded under U.S. generally accepted accounting principles by ~~$5,824~~$3,994 and ~~$5,759,~~$3,948, respectively.

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

~~(Unaudited)~~

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

~~10.~~9. Other ~~Income (Expense),~~Expense, Net

The components of other ~~income (expense),~~expense, net were as follows:

Three Months Ended March 31,
2023 2022
Deconsolidation of joint venture (1)
$ — $ (2,257)
Foreign currency (losses) gains (1,917) 1,480
Components of net periodic cost other than service cost (1,745) (515)
Factoring costs (437) (125)
Miscellaneous income 95 206
Other expense, net $ (4,004) $ (1,211)

~~(1)Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value in the three months ended March 31, 2022.~~


	Three Months Ended March 31,
		2024		2023

Foreign currency losses		$	(1,971)	$	(1,917)
Components of net periodic cost other than service cost		(1,266)		(1,745)
Factoring costs		(653)		(437)
Miscellaneous income		241		95
Other expense, net		$	(3,649)	$	(4,004)

~~11.~~10. 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.

Income tax ~~(benefit)~~ expense, loss before income taxes and the corresponding effective tax rate for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 were as follows:


		Three Months Ended March 31,
		2023			2022
					Three Months Ended March 31,
					Three Months Ended March 31,
					Three Months Ended March 31,
								2024						2024	2023
Income tax expense	Income tax expense	$	358		$	652
Loss before income taxes	Loss before income taxes	(130,754)			(61,138)
Effective tax rate	Effective tax rate	—		%	(1)		%		Effective tax rate	(15)	%	—	%

The effective tax rate for the three months ended March 31, ~~2023~~2024 varied from the effective tax rate for the three months ended March 31, ~~2022~~2023 primarily due to ~~the~~ the geographic mix of pre-tax income and losses, and the inability to record a tax expense for pre-tax income and a benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustments to uncertain tax positions, and other permanent items.

The income tax rate for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 varied from the U.S. statutory rate primarily due to the inability to record a tax expense for pre-tax income and a tax benefit for pre-tax losses in the U.S. and certain foreign

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

jurisdictions due to valuation allowances, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, adjustments to uncertain tax positions, and other permanent items.

The Company’s current and future provision for income taxes is impacted by changes in valuation allowances in the U.S. and certain foreign jurisdictions. The Company’s future provision for income taxes will include no tax benefit with respect to losses incurred and, except for certain jurisdictions, no tax expense with respect to income generated in these countries until the respective valuation allowances are eliminated. Accordingly, income taxes are impacted by changes in valuation allowances and the mix of earnings among jurisdictions. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine, based on the weight of the evidence, if a valuation allowance for its deferred tax assets is necessary. Such evidence includes historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. If, based on the weight of the evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized, a valuation allowance is recorded. If operating results improve or decline on a continual basis in a particular jurisdiction, the Company’s decision regarding the need for a valuation allowance could change, resulting in either the initial recognition or reversal of a valuation allowance in that jurisdiction, which could have a significant impact on income tax expense in the period recognized and subsequent periods. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments, which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.

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

~~(Unaudited)~~

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

The Company, or one of its subsidiaries, files income tax returns in the United States and other foreign jurisdictions. During the examination of ~~our~~the Company’s 2015-2018 U.S. federal income tax filings, the IRS asserted that income earned by a Netherlands subsidiary from its Mexican branch operations should be categorized as foreign based company sales income under Section 954(d) of the Internal Revenue Code and should be recognized currently as taxable income on ~~our~~the Company’s 2015-2018 U.S. federal income tax filings. As a result of this assertion, the IRS issued a Notice of Proposed Adjustment (“NOPA”). The Company believes the proposed adjustment is without merit and ~~has begun~~is in the process of contesting the matter. Currently, the protest with the IRS for the 2015-2018 tax years ~~has been submitted to~~is with the IRS’s administrative appeals ~~office.~~office, and the Company is having continuing discussion about the issue. The Company believes, after consultation with tax and legal counsel, that it is more likely than not that it will ultimately be successful in defending its position. As such, the Company has not recorded any impact of the IRS’s proposed adjustment in its condensed consolidated financial statements as of ~~and for~~ the three months ended March 31, ~~2023.~~2024. In the event the Company is not successful in defending its position, the potential income tax expense impact, including interest, related to tax years 2015 through March 31, ~~2023~~2024 is less than ~~$15,000.~~$10,000. The Company intends to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if necessary, through litigation.

On August 16, 2022, the U.S. enacted the Inflation Reduction Action of 2022, which, among other things, implements a 15% minimum tax on financial statement income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The provisions were effective in the first quarter of 2023 and did not have a significant impact on the Company’s condensed consolidated financial statements.

Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development (“OECD”) model rules that propose a global minimum tax rate of 15%, and European Union member states have agreed to implement the global minimum tax. Certain countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as 2024, with widespread implementation of a global minimum tax expected by 2025. The Company has recorded the impact of the global minimum tax as currently enacted in the condensed consolidated financial statements as of March 31, 2024. As further legislation becomes effective in countries in which the Company does business, its provision for income taxes could be impacted. The Company will continue to monitor pending legislation and implementation by individual countries and adjust its calculations accordingly.

~~12.~~

11. Net Loss Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net loss per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net loss attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

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


		Three Months Ended March 31,
				2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
			2024					2024	2023

Net loss available to Cooper-Standard Holdings Inc. common stockholders	Net loss available to Cooper-Standard Holdings Inc. common stockholders			$	(130,367)	$	(61,360)

Net loss available to Cooper-Standard Holdings Inc. common stockholders

Net loss available to Cooper-Standard Holdings Inc. common stockholders

Basic weighted average shares of common stock outstanding
Basic weighted average shares of common stock outstanding
Basic weighted average shares of common stock outstanding	Basic weighted average shares of common stock outstanding			17,229,423		17,136,411
Dilutive effect of common stock equivalents	Dilutive effect of common stock equivalents			—		—
Diluted weighted average shares of common stock outstanding	Diluted weighted average shares of common stock outstanding			17,229,423		17,136,411

Basic net loss per share attributable to Cooper-Standard Holdings Inc.	Basic net loss per share attributable to Cooper-Standard Holdings Inc.			$	(7.57)	$	(3.58)
Basic net loss per share attributable to Cooper-Standard Holdings Inc.
Basic net loss per share attributable to Cooper-Standard Holdings Inc.

Diluted net loss per share attributable to Cooper-Standard Holdings Inc.	Diluted net loss per share attributable to Cooper-Standard Holdings Inc.			$	(7.57)	$	(3.58)
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.

Securities excluded from the calculation of diluted loss per share were approximately ~~94,000~~249,000 and ~~80,000~~94,000 for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively, because the inclusion of such securities in the calculation would have been anti-dilutive.

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

~~(Unaudited)~~

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

~~13.~~12. Accumulated Other Comprehensive Loss

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


		Three Months Ended March 31,
			2023			2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
			2024
			2024
			2024
Foreign currency translation adjustment
Foreign currency translation adjustment
Foreign currency translation adjustment	Foreign currency translation adjustment
Balance at beginning of period	Balance at beginning of period		$	(158,023)		$	(138,751)
Other comprehensive income (loss) before reclassifications			(70)		(1)	8,670		(1)
Balance at beginning of period
Balance at beginning of period
Other comprehensive loss before reclassifications
Other comprehensive loss before reclassifications
Other comprehensive loss before reclassifications									(7,245)	(1)	(70)	(1)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss		—			(294)
Balance at end of period	Balance at end of period		$	(158,093)		$	(130,375)
Balance at end of period
Balance at end of period
Benefit plan liabilities
Benefit plan liabilities
Benefit plan liabilities	Benefit plan liabilities
Balance at beginning of period	Balance at beginning of period		$	(60,251)		$	(65,303)
Other comprehensive income (loss) before reclassifications (net of tax expense (benefit) of $65 and $(181), respectively)			(58)			707
Amounts reclassified from accumulated other comprehensive loss			158		(2)	277		(3)
Balance at beginning of period
Balance at beginning of period
Other comprehensive income (loss) before reclassifications (net of tax expense of $22 and $65, respectively)
Other comprehensive income (loss) before reclassifications (net of tax expense of $22 and $65, respectively)
Other comprehensive income (loss) before reclassifications (net of tax expense of $22 and $65, respectively)
Amounts reclassified from accumulated other comprehensive (loss) income
Amounts reclassified from accumulated other comprehensive (loss) income
Amounts reclassified from accumulated other comprehensive (loss) income									(117)	(2)	158	(3)
Balance at end of period	Balance at end of period		$	(60,151)		$	(64,319)
Fair value change of derivatives	Fair value change of derivatives
Fair value change of derivatives
Fair value change of derivatives
Balance at beginning of period	Balance at beginning of period		$	8,303		$	(1,130)
Other comprehensive income (loss) before reclassifications (net of tax expense (benefit) of $770 and $(61), respectively)			4,783			2,472
Amounts reclassified from accumulated other comprehensive loss (net of tax expense of $894 and $2, respectively)			(2,440)			(41)
Balance at beginning of period
Balance at beginning of period
Other comprehensive income before reclassifications (net of tax expense of $5 and $770, respectively)
Other comprehensive income before reclassifications (net of tax expense of $5 and $770, respectively)
Other comprehensive income before reclassifications (net of tax expense of $5 and $770, respectively)
Amounts reclassified from accumulated other comprehensive loss (net of no tax expense and $894, respectively)
Amounts reclassified from accumulated other comprehensive loss (net of no tax expense and $894, respectively)
Amounts reclassified from accumulated other comprehensive loss (net of no tax expense and $894, respectively)
Balance at end of period
Balance at end of period
Balance at end of period	Balance at end of period		$	10,646		$	1,301
Accumulated other comprehensive loss, ending balance	Accumulated other comprehensive loss, ending balance		$	(207,598)		$	(193,393)
Accumulated other comprehensive loss, ending balance
Accumulated other comprehensive loss, ending balance

(1)Includes other comprehensive ~~(loss) income~~loss related to intra-entity foreign currency balances that are of a long-term investment nature of ~~$(3,823)~~$(8,443) and ~~$8,642~~$(3,823) for the three months ended March 31, 2024 and 2023, ~~and 2022,~~ respectively.

(2)Includes the effect of the amortization of actuarial gains of $(512) and amortization of prior service cost of $4, net of tax of $2.

(3)Includes the effect of the amortization of actuarial losses of $147 and amortization of prior service cost of $6, net of tax of $5.

~~(3)Includes the effect of the amortization of actuarial losses of $232~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Dollar amounts in thousands except per share and ~~amortization of prior service cost of $49, net of tax of $4.~~share amounts)

~~14.~~13. 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 March 31, ~~2023,~~2024, the Company had approximately $98,720 of repurchase authorization remaining under the 2018 Program. The Company did not make any repurchases under the 2018 Program during the three months ended March 31, ~~2023~~2024 or ~~2022.~~2023.

~~15.~~14. Commitments and Contingencies

The Company is periodically involved in claims, litigation and various legal matters that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of March 31, ~~2023,~~2024, 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.

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

~~(Unaudited)~~

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

In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company had approximately ~~$10,062~~$10,476 and ~~$10,817,~~$11,354, respectively, reserved in accrued liabilities and other liabilities onin the condensed consolidated balance sheets on an undiscounted basis. 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 have a material adverse effect on the Company’s financial condition, such costs may be material to the Company’s financial statements in the future.

~~16.~~15. Segment Reporting

The ~~Company’s~~Company had historically managed its automotive business ~~is organized~~ in ~~the following~~four reportable segments: North America, Europe, Asia Pacific and South America. All other business activities were reported in Corporate, eliminations and other. As disclosed in its 2023 Annual Report, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of the Company’s reportable segments, which are based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this change, the Company established two reportable automotive segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. Additional information related to the composition of each segment is included below:

•Sealing Systems:The Sealing Systems segment is comprised of products that are designed and manufactured to protect vehicle interiors from weather, dust and noise intrusion for an improved driving experience. Its products also provide aesthetic and functional class-A exterior surface treatment. As disclosed in its 2023 Annual Report, the Company believes it is the largest global producer of sealing systems.

•Fluid Handling Systems: The Fluid Handling Systems segment is comprised products that help convey, connect, control and communicate throughout fluid systems for superior performance across diverse powertrains. The Company leverages its innovation expertise and vertically integrated manufacturing process with strong global standardization to support customers throughout the world.

The new structure is expected to optimize asset and resource allocation, enhance operating efficiency and aid in accelerating growth. The segment realignment had no impact on the Company’s ~~principal products within each~~consolidated financial position, results of operations, or cash flows. All segment information is reflective of this new structure, and prior period information has been revised to conform to the ~~reportable segments are sealing, fuel and brake delivery, and fluid transfer systems.~~Company’s current period presentation.

The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. The results of each segment include certain allocations for general,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

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 March 31,
2023 2022
External Sales Intersegment Sales Adjusted EBITDA External Sales Intersegment Sales Adjusted EBITDA
North America $ 365,127 $ 3,012 $ 25,874 $ 321,894 $ 3,530 $ 17,496
Europe 161,855 1,803 (12,395) 131,414 2,369 (14,657)
Asia Pacific 94,785 2,474 1,690 103,753 625 (742)
South America 28,841 6 1,928 21,519 5 (409)
Total Automotive 650,608 7,295 17,097 578,580 6,529 1,688
Corporate, eliminations and other 31,850 (7,295) (4,640) 34,404 (6,529) (1,543)
Consolidated $ 682,458 $ — $ 12,457 $ 612,984 $ — $ 145










	Three Months Ended March 31,
	2024						2023
	External Sales		Intersegment Sales		Adjusted EBITDA		External Sales		Intersegment Sales		Adjusted EBITDA
Sealing systems	$	351,279	$	11,909	$	21,371	$	348,980	$	15,223	$	11,716
Fluid handling systems	305,515		4,830		10,982		300,598		5,123		4,203
Corporate, eliminations and other	19,631		(16,739)		(3,005)		32,880		(20,346)		(3,462)
Consolidated	$	676,425	$	—	$	29,348	$	682,458	$	—	$	12,457


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA
Restructuring charges
Restructuring charges
Restructuring charges

		Three Months Ended March 31,
		2023		2022
Adjusted EBITDA		$	12,457	$	145
Restructuring charges		(2,379)		(7,831)
Deconsolidation of joint venture		—		(2,257)
Impairment charges		—		(455)
Loss on refinancing and extinguishment of debt

Loss on refinancing and extinguishment of debt

Loss on refinancing and extinguishment of debt	Loss on refinancing and extinguishment of debt	(81,885)		—
EBITDA	EBITDA	$	(71,807)	$	(10,398)
EBITDA
EBITDA
Income tax expense
Income tax expense
Income tax expense	Income tax expense	(358)		(652)
Interest expense, net of interest income	Interest expense, net of interest income	(30,220)		(18,177)
Interest expense, net of interest income
Interest expense, net of interest income
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	(27,982)		(32,133)
Net loss attributable to Cooper-Standard Holdings Inc.	Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)
Net loss attributable to Cooper-Standard Holdings Inc.
Net loss attributable to Cooper-Standard Holdings Inc.


	March 31, 2024		December 31, 2023
Segment assets:
Sealing systems	$	872,837	$	906,022
Fluid handling systems	729,841		735,465
Corporate, eliminations and other	241,673		230,812
Consolidated	$	1,844,351	$	1,872,299

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

~~(Unaudited)~~

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

March 31, 2023 December 31, 2022
Segment assets:
North America $ 893,950 $ 851,623
Europe 305,928 338,225
Asia Pacific 420,330 447,257
South America 86,186 73,403
Total Automotive 1,706,394 1,710,508
Corporate, eliminations and other 236,673 253,021
Consolidated $ 1,943,067 $ 1,963,529

2521

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, ~~2022~~2023 filed with the U.S. Securities and Exchange Commission (“~~2022~~2023 Annual Report”), including Item 1A. “Risk Factors.” The following should be read in conjunction with our ~~2022~~2023 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our ~~2022~~2023 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 and fluid handling systems (consisting of fuel and brake delivery and fluid transfer ~~systems~~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 ~~82%~~84% of our sales in ~~2022~~2023 made directly to major OEMs. We operate our automotive business along the following reportable segments: North America, Europe, Asia Pacific and South America. All other business activities are reported in Corporate, eliminations and other.

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. In 2022, global automotive production ~~continued to be~~was negatively impacted by broad supply chain challenges, labor market disruptions and other lingering impacts of the COVID-19 pandemic. In 2023, ~~while supply chain disruptions are improving,~~light vehicle production showed resilience and strong growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels. This resilience and growth was despite continued uncertainty in the global economy created by continued inflation, rising interest rates ~~energy market volatility, persistent inflation~~ and ~~continuing military actions~~increased geopolitical tension in ~~Eastern Europe are contributing to~~key regions of the world. In 2024, we expect production growth will moderate as inventory levels normalize, interest rates remain relatively high, and the geopolitical tensions driving global economic uncertainty ~~and are having broad negative impacts on key sectors of the global economy.~~persist.

In North America, U.S. consumer confidence ~~slipped in the latter portion of the first quarter of~~has increased from 2023 ~~and~~levels but remains well below pre-pandemic historical averages. ~~Key~~Slowing inflation and the Federal Reserve Board’s pause on policy rate actions have been key drivers of ~~the decline in~~improved consumer sentiment are persistent inflation, rising interest rates, turmoil in the banking sector and increasing concerns over the likelihood of the economy entering a recession later in the year. Despite the dip in consumer confidence, the continuing strong labor market and government spending related to infrastructure are expected to drive modest economic growth during the year.sentiment. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by ~~1.6~~2.7 percent, ~~1.5~~1.2 percent and ~~1.8~~2.4 percent, respectively, in ~~2023.~~2024.

In Europe, lower inflation and more stable energy costs are supporting stronger household consumption. Uncertainty related to ongoing geopolitical tension and the war in Ukraine ~~and related sanctions imposed on Russia~~ continue, to impact the regional economy, but the impacts on the supply chain and energy costs are diminishing. Industrial output has remained surprisingly resilient, and the labor market remains strong. Inflation remains a concern, however, and remain a constraining factor to overall economic activity. In the European Central Bank is continuing to raise policy interest rates to stem inflation. At the same time, certain countries within the region continue to provide increased fiscal support at the household level to stimulate growth. The potential for escalation of the military actions in Ukraine remains a significant risk to the regional economy. In thiscurrent uncertain environment, economists at the IMF are ~~currently~~ expecting the economy in the Eurozone region to grow by approximately 0.8 percent in ~~2023.~~2024.

In the Asia Pacific region, China has recently ended its strict zero-COVID strategy and has lifted all related restrictive policy measures previously employed to prevent spread of the disease. With mobility restored, pent up consumer demand for both goods and services is expected to boost economic activity in the first half of 2023. At the same time, demand from external trading partners in Europe and the United StatesChina’s post-COVID-19 economy has been ~~resilient~~burdened by a protracted property crisis, weak consumer and isbusiness confidence, and mounting local government debts. In order to bring property and housing supply in line with actual demand, the government will likely have to spur growth in exports. While considerable uncertainty remains in key economic sectors such as real estate, the nation’s leaders have pledged to provide additional monetary and fiscal support as necessary to ensure key economic targets are achieved. Economistsreduce its past levels of infrastructure investment. As a result, economists at the IMF are expecting the Chinese economy to grow ~~5.2~~at a more modest 4.6 percent in ~~2023.~~

2024.

In South America, the Brazilian economy ~~will likely remain challenged by continued inflation and constraining interest rate policy. Following his election in October 2022, President Lula Da Silva~~ has sought to address deep-rooted social problems and inequities with further expansive fiscal policy and social spending. The increased government spending is expected to spur inflation above 5 percent forstarted the year strong with an increase in the minimum wage and ~~will likely force~~continuing strong labor market contributing to consumer demand. Despite these drivers, inflation has stabilized slightly above target levels set by the Brazilian central bank to maintain benchmark interest rates at high levels to dampen the inflationary pressure. Further, tax increases may be necessary to pay for the spending programs that already exceed strict budget levels. To the positive, it is expected that the re-opening of the Chinese economy will drive incremental demand for Brazil’s agricultural exports. Economistsbank. As a result, economists at the IMF are now estimating the Brazilian economy will grow ~~0.9~~2.2 percent in ~~2023. We remain cautious for the economic outlook in this market 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-derived commodities, continue to be volatile, which led to significant increases in these costs in 2021. Global events continued to add further price pressure and uncertainty to raw material costs in 2022 which has stabilized in Q1 2023. In addition, we continue to see significant inflationary pressure on wages, energy, transportation and other general costs. As such, we will continue to work on an ongoing basis with our customers and suppliers to mitigate both inflationary pressures and our material-related cost exposures through a combination of expanded index-based agreements and other commercial enhancements.2024.

Production Levels

Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South ~~America which have been adversely affected~~America. These production rates can be impacted periodically by a series of events in recent years. Beginning in the first quarter of 2020, we experienced production shutdowns related to the COVID-19 pandemic. Beginning in the first quarter of 2021, OEM production volumes were disrupted by the global shortage of semiconductors, effectively delaying the expected rebound in light vehicle production to pre-pandemic levels. In 2022, disruptions stemming from the Russia-Ukraine crisischanging macro and ~~lockdowns in key Chinese manufacturing and trading hubs such as Shenzhen and Shanghai further exacerbated supply chain~~micro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions and ~~vehicle production levels. We continue to collaborate closely with our customers to minimize production inefficiencies related to market disruptions while supporting their needs.~~changing regulatory requirements, among other factors.

Light vehicle production ~~in certain regions~~by region for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 was as follows:


		Three Months Ended March 31,
(In millions of units)		2023(1)	2022(1)	% Change
			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
(in millions of units)					(in millions of units)	2024(1)		2023(1)			% Change
North America	North America	3.9	3.6	9.8%	North America	3.9	3.9		3.9	1.4%		1.4%
Europe	Europe	4.6	3.9	18.4%	Europe	4.5	4.6		4.6	(2.5)%		(2.5)%
Asia Pacific	Asia Pacific	11.4	11.3	0.8%	Asia Pacific	11.5	11.7		11.7	(1.0)%		(1.0)%
Greater China	Greater China	5.7	6.2	(7.3)%	Greater China	6.2	5.9		5.9	4.4%		4.4%
South America	South America	0.7	0.6	14.1%	South America	0.6	0.7		0.7	(6.0)%		(6.0)%

(1)Production data based on S&P Global, ~~(formerly IHS Markit),~~ April ~~2023.~~2024.

~~Production volumes~~Despite improved production in ~~Europe were surprisingly resilient~~2023, vehicle inventory and expected production levels remain well below pre-pandemic historical averages. Current industry forecasts suggest global light vehicle production in 2024 will remain flat compared to full year 2023, followed by modest growth in 2025 and 2026. Actual production may vary from forecasted levels due to a number of factors, however, including, but not limited to, consumer demand and industry competitiveness.

Raw Materials

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the ~~quarter considering~~Company and the ~~continuing military actions~~industry as a whole. Following the pandemic, market prices for key raw materials, such as steel, aluminum, and oil-derived commodities, experienced a period of extreme volatility, which led to significant cost increases for our business. In response, we worked with our customers to implement or expand index-based commercial agreements that have enabled us to partially recover incremental material costs incurred and significantly reduce our exposure and risk related to commodity price fluctuations going forward. Global commodity markets and pricing have stabilized to a large degree in ~~Ukraine. Production volumes in North America showed modest year-over-year improvement as supply chain disruptions started to dissipate. In~~2024, and material cost impacts on our results for the ~~Asia Pacific region, production levels slightly increased in the quarter. However, specifically within Greater China, production levels decreased as widespread economic shutdowns~~three months ended March 31, 2024 were ~~once again imposed in the country in response to renewed outbreaks of the COVID-19 virus.~~relatively small.

General Inflation and Recovery Strategy

~~With continued~~We continue to experience inflationary cost pressures ~~on wages, energy, transportation~~ and ~~other general~~diligently work to address these costs ~~in order to remain competitive, we are working~~both internally and with our ~~customers on an ongoing basis~~customers. As such, we continue to ~~offset the costs associated with this inflation. We are~~ actively ~~negotiating~~pursue pricing adjustments on current business and ~~considering~~consider the impact of inflationary and other costs in our quotes for new business. The majority of our customers recognized these costs and customer negotiations for inflation recovery and sustainable pricing were completed in 2023.

2723

Results of Operations


		Three Months Ended March 31,
		2023		2022		Change
		(dollar amounts in thousands)							Three Months Ended March 31,
										2024	2023	Change
								(dollar amounts in thousands)					(dollar amounts in thousands)
Sales	Sales	$	682,458	$	612,984	$	69,474
Cost of products sold	Cost of products sold	640,630		591,442		49,188
Gross profit	Gross profit	41,828		21,542		20,286
Selling, administration & engineering expenses	Selling, administration & engineering expenses	52,089		51,904		185

Amortization of intangibles	Amortization of intangibles	1,807		1,746		61

Amortization of intangibles

Amortization of intangibles
Restructuring charges	Restructuring charges	2,379		7,831		(5,452)

Impairment charges		—		455		(455)
Operating loss		(14,447)		(40,394)		25,947

Operating income (loss)

Operating income (loss)

Operating income (loss)
Interest expense, net of interest income	Interest expense, net of interest income	(30,220)		(18,177)		(12,043)
Equity in losses of affiliates		(198)		(1,356)		1,158
Equity in earnings (losses) of affiliates
Loss on refinancing and extinguishment of debt	Loss on refinancing and extinguishment of debt	(81,885)		—		(81,885)
Other expense, net	Other expense, net	(4,004)		(1,211)		(2,793)
Loss before income taxes	Loss before income taxes	(130,754)		(61,138)		(69,616)
Income tax expense	Income tax expense	358		652		(294)
Net loss	Net loss	(131,112)		(61,790)		(69,322)
Net loss attributable to noncontrolling interests		745		430		315
Net (income) loss attributable to noncontrolling interests
Net loss attributable to Cooper-Standard Holdings Inc.	Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)	$	(69,007)

Three Months Ended March 31, ~~2023~~2024 Compared with Three Months Ended March 31, ~~2022~~2023

Sales

Three Months Ended March 31, Variance Due To:
2023 2022 Change Volume / Mix* Foreign Exchange
(dollar amounts in thousands)
Total sales $ 682,458 $ 612,984 $ 69,474 $ 86,410 $ (16,936)


	Three Months Ended March 31,						Variance Due To:
	2024		2023		Change		Volume / Mix*		Foreign Exchange		Divestitures
	(dollar amounts in thousands)
Total sales	$	676,425	$	682,458	$	(6,033)	$	7,902	$	(1,095)	$	(12,840)

* Net of customer price adjustments, including ~~recoveries~~recoveries.

Sales for the three months ended March 31, ~~2023 increased 11.3%~~2024 decreased 0.9%, compared to the three months ended March 31, ~~2022.~~2023. The ~~increase~~decrease in sales was driven by ~~volume~~the divestitures of our European technical rubber products business and ~~mix (higher net vehicle production volume due to~~a joint venture in the ~~stabilization of the supply environment~~Asia Pacific region in prior year, and ~~net of customer price adjustments including recovery of cost increases). This was partially offset by~~ the negative impact of foreign exchange.

The decrease was partially offset by favorable volume and mix, net customer price adjustments including recoveries.

Gross Profit


		Three Months Ended March 31,								Variance Due To:
		2023			2022			Change		Volume / Mix*		Foreign Exchange		Cost Increases
		(dollar amounts in thousands)
	Three Months Ended March 31,																	Three Months Ended March 31,			Variance Due To:
	2024															2024	2023		Change	Volume / Mix*		Foreign Exchange	Cost (Decreases)/Increases**
	(dollar amounts in thousands)																			(dollar amounts in thousands)
Cost of products sold	Cost of products sold	$	640,630		$	591,442		$	49,188	$	46,993	$	(12,654)	$	14,849
Gross profit	Gross profit	41,828			21,542			20,286		39,417		(4,282)		(14,849)
Gross profit percentage of sales	Gross profit percentage of sales	6.1		%	3.5		%

* Net of customer price adjustments, including ~~recoveries~~recoveries.

** Net of divestitures.

Cost of products sold is primarily comprised of ~~material,~~materials, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. ~~The Company’s material~~Materials comprise the largest component of our cost of products sold ~~was~~ and represented

approximately ~~50% and~~ 50% of total cost of products sold for each of the three months ended March 31, ~~2023~~2024 and ~~2022, respectively.~~March 31, 2023. The change in cost of products sold was impacted by ~~higher~~lower volume and mix, ~~inflation~~net of ~~commodity~~recoveries, lower energy costs, ~~labor and overhead, and higher energy costs. These costs were partially offset by foreign exchange,~~ and manufacturing and purchasing savings through lean ~~initiatives.~~initiatives, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.

Gross profit for the three months ended March 31, ~~2023~~2024 increased ~~$20.3~~$19.8 million compared to the three months ended March 31, ~~2022.~~2023. The change was driven by volume and mix, net of customer price adjustments including ~~recovery of cost increases,~~recoveries, manufacturing and purchasing savings through lean initiatives and lower energy costs, partially offset by ~~commodity~~higher inflation of labor and ~~wage inflation, higher energy costs~~overhead, and unfavorable foreign exchange.

Selling, Administration and Engineering ~~Expense.~~Expenses. Selling, administration and engineering ~~expense includes~~expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering ~~expense~~expenses for the three months ended March 31, ~~2023 was 7.6%~~2024 were $55.4 million, or 8.2% of sales, compared to ~~8.5%~~$52.1 million, or 7.6% of sales, for the three months ended March 31, ~~2022~~.2023. The ~~decrease~~increase was primarily ~~due~~related to ~~the non-recurrence of a prior year credit loss, salaried headcount initiative savings and foreign exchange partially offset by~~ higher compensation related costs.

Amortization of Intangibles. ~~Intangible~~Intangibles amortization for the three months ended March 31, ~~2023~~2024 was ~~comparable~~relatively consistent compared to the three months ended March 31, ~~2022.~~2023.

~~Restructuring.~~Restructuring Charges. Restructuring charges for the three months ended March 31, ~~2023~~2024 decreased ~~$5.5~~$1.2 million compared to the three months ended March 31, ~~2022. The decrease was driven by lower restructuring charges primarily in Europe.~~

~~Impairment Charges.~~ Non-cash impairment charges for the three months ended March 31, 2023 decreased $0.5 million compared to the three months ended March 31, 2022, primarily due to impairments in Europe in the prior year period.2023.

Interest Expense, Net. Net interest expense for the for the three months ended March 31, ~~2023 increased $12.0 million~~2024 was relatively consistent compared to the three months ended March 31, ~~2022, primarily due to an increase in interest rates on the new debt subsequent to the Refinancing Transactions.~~2023.

Loss on Refinancing and Extinguishment of ~~Debt.~~Debt. Loss on refinancing and extinguishment of debt for the three months ended March 31, 2023 was $81.9 million, which resulted from certain fees and the partial write off of new and unamortized

debt issuance costs and unamortized original issue discount related to ~~the Refinancing Transactions (as further described~~refinancing transactions that occurred in ~~Liquidity and Capital Resources).~~2023.

Other Expense, Net. Other expense, net, for the three months ended March 31, ~~2023 increased $2.8~~2024 decreased $0.4 million compared to the three months ended March 31, ~~2022,~~2023, primarily due to ~~the unfavorable impact of foreign exchange and increased~~a decrease in net periodic benefit cost ~~offset in part by the absence of a loss on deconsolidation of a joint venture in the Asia Pacific region during the 2022 period.~~other than service cost.

Income Tax Expense. Income tax expense for the three months ended March 31, ~~2023~~2024 was $4.1 million on losses before income taxes of $27.2 million compared to an income tax expense of $0.4 million on losses before income taxes of $130.8 million ~~compared to an income tax expense of $0.7 million on losses before income taxes of $61.1 million~~ for the three months ended March 31, ~~2022.~~2023. The effective tax rate for the three months ended March 31, ~~2023~~2024 differed from the effective tax rate for the three months ended March 31, ~~2022~~2023 primarily due to the geographic mix of pre-tax losses, the inability to record a tax expense for pre-tax earnings and tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustments to uncertain tax positions, and other permanent items.

Segment Results of Operations

~~Our~~As disclosed in its 2023 Annual Report, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business ~~is organized into~~segments. This resulted in the ~~following~~realignment of its reportable segments, which are determined based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. As a result, the Company established two reportable segments: ~~North America, Europe, Asia Pacific~~Sealing Systems and ~~South America.~~Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in this Form 10-Q is reflective of this new structure and prior period information has been revised to conform to the Company’s current period segment presentation.

The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items.

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

Three Months Ended March 31, ~~2023~~2024 Compared with Three Months Ended March 31, ~~2022~~2023

Sales

Three Months Ended March 31, Variance Due To:
2023 2022 Change
Volume/ Mix*
Foreign Exchange
(dollar amounts in thousands)
Sales to external customers
North America $ 365,127 $ 321,894 $ 43,233 $ 45,404 $ (2,171)
Europe 161,855 131,414 30,441 37,671 (7,230)
Asia Pacific 94,785 103,753 (8,968) (1,957) (7,011)
South America 28,841 21,519 7,322 7,311 11
Total Automotive 650,608 578,580 72,028 88,429 (16,401)
Corporate, eliminations and other 31,850 34,404 (2,554) (2,019) (535)
Consolidated $ 682,458 $ 612,984 $ 69,474 $ 86,410 $ (16,936)


	Three Months Ended March 31,						Variance Due To:
	2024		2023		Change		Volume/ Mix*		Foreign Exchange		Divestitures
	(dollar amounts in thousands)
Sales to external customers
Sealing systems	$	351,279	$	348,980	$	2,299	$	2,433	$	(134)	$	—
Fluid handling systems	305,515		300,598		4,917		5,878		(961)		—
Corporate, eliminations and other	19,631		32,880		(13,249)		(409)		—		(12,840)
Consolidated	$	676,425	$	682,458	$	(6,033)	$	7,902	$	(1,095)	$	(12,840)

* Net of customer price adjustments, including ~~recoveries~~recoveries.

•Volume and mix ~~net of~~was mainly driven by customer price adjustments including ~~recoveries, was mainly driven by vehicle production volume increases due to the stabilization of the supply environment~~recoveries..

•The net impact of foreign currency exchange was primarily related to the ~~Euro,~~ Chinese Renminbi and ~~Canadian Dollar.~~Euro.

Segment adjusted EBITDA

Three Months Ended March 31, Variance Due To:
2023 2022 Change
Volume/ Mix*
Foreign Exchange Cost (Increases)/ Decreases
(dollar amounts in thousands)
Segment adjusted EBITDA
North America $ 25,874 $ 17,496 $ 8,378 $ 19,798 $ (3,694) $ (7,726)
Europe (12,395) (14,657) 2,262 15,443 (1,678) (11,503)
Asia Pacific 1,690 (742) 2,432 (216) (1,758) 4,406
South America 1,928 (409) 2,337 3,317 (344) (636)
Total Automotive 17,097 1,688 15,409 38,342 (7,474) (15,459)
Corporate, eliminations and other (4,640) (1,543) (3,097) 1,075 (198) (3,974)
Consolidated adjusted EBITDA $ 12,457 $ 145 $ 12,312 $ 39,417 $ (7,672) $ (19,433)


	Three Months Ended March 31,						Variance Due To:
	2024		2023		Change		Volume/ Mix*		Foreign Exchange		Cost Decreases/(Increases)**
	(dollar amounts in thousands)
Segment adjusted EBITDA
Sealing systems	$	21,371	$	11,716	$	9,655	$	4,508	$	(2,865)	$	8,012
Fluid handling systems	10,982		4,203		6,779		9,732		(6,414)		3,461
Corporate, eliminations and other	(3,005)		(3,462)		457		340		248		(131)
Consolidated	$	29,348	$	12,457	$	16,891	$	14,580	$	(9,031)	$	11,342

* Net of customer price adjustments, including ~~recoveries~~recoveries.

** Net of divestitures.

•Volume and mix ~~net of~~was mainly driven by customer price adjustments including recoveries ~~was driven by vehicle production volume increases due to the stabilization of the supply environment~~.

•The net impact of foreign currency exchange was primarily related to the Mexican Peso ~~Chinese Renminbi~~ and ~~Euro.~~Polish Zloty.

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

◦Commodity cost and inflationary economics; and

◦Manufacturing and purchasing savings through lean initiatives.

Liquidity and Capital Resources

Short and Long-Term Liquidity Considerations and Risks

The sources to fund our ongoing working capital, capital expenditures, debt service and other funding requirements are 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~~We utilize intercompany loans and equity contributions to fund ~~its~~our worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 7.6. “Debt and Other Financing” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

We continue to actively preserve cash and enhance liquidity, including ~~decreasing~~managing our capital ~~expenditures.~~expenditures as a percent of sales. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and 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 work stoppages and the continued impact of ~~COVID-19,~~public health events, and other factors. Based on those actions and current projections of light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, ~~borrowings~~availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the ~~industry.~~

~~Refinancing Transactions~~

On January 27, 2023 (the “Settlement Date”), the Company, Cooper-Standard Automotive Inc. (the “Issuer”), a wholly-owned subsidiary of the Company, and certain other of the Company’s direct and indirect subsidiaries completed certain refinancing transactions (the “Refinancing Transactions”) consisting of: (i) the exchange (the “Exchange Offer”) of $357,446 aggregate principal amount of the Issuer’s then existing 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) (representing 89.36% of the aggregate principal amount outstanding of the 2026 Senior Notes) for $357,446 aggregate principal amount of the Issuer’s newly issued 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”), (ii) the issuance by the Issuer (the “Concurrent Notes Offering”) of $580,000 aggregate principal amount of 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes” and, together with the Third Lien Notes, the “New Notes”) to holders of 2026 Senior Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the First Lien Notes not otherwise subscribed for, (iii) the related consent solicitation (the “Consent Solicitation”) to remove substantially all of the covenants, certain events of default and certain other provisions contained in the 2026 Senior Notes and the indenture governing the 2026 Senior Notes and to release and discharge the guarantee of the 2026 Senior Notes by the Company, (iv) the effectiveness of the Third Amendment (as defined below) to the senior asset-based revolving credit facility (“ABL Facility”) and (v) the use of proceeds from the Concurrent Notes Offering, together with cash on hand, to prepay all amounts outstanding under the Term Loan Facility at par, plus any accrued and unpaid interest thereon, to redeem the Issuer’s existing 2024 Senior Secured Notes (as defined below), including the prepayment premium and any accrued and unpaid interest thereon, and to pay fees and expenses related to the Refinancing Transactions. As a result of the Refinancing Transactions, the Issuer extended the maturities of its indebtedness and reduced the amount of cash interest it is required to pay on such indebtedness for the next two years. The Company recognized a loss on the refinancing and extinguishment of debt of $81,885 during the three months ended March 31, 2023. Additionally, the Company incurred total fees of $90,740 associated with the Refinancing Transactions, of which $83,961 were paid during the three months ended March 31, 2023, $4,237 were paid during 2022 and $2,541 are recorded in accounts payable in the condensed consolidated balance sheets as of March 31, 2023 and will be paid in future periods. The fees paid during the three months ended March 31, 2023 are reflected as a financing outflow in the condensed consolidated statement of cash flows. Of the fees paid during the three months ended March 31, 2023, $73,335 was included in the loss on the refinancing and extinguishment of debt referenced above, $9,996 is presented as a direct deduction from the principal balance in the condensed consolidated balance sheet, and $630 related to amending the ABL Facility is recorded in other long-term assets in the condensed consolidated balance sheet.

~~New Notes~~

The First Lien Notes will mature on March 31, 2027. The First Lien Notes bear interest at the rate of 13.50% per annum, payable in cash; provided, however, that for the first four interest periods after the Settlement Date, the Issuer has the

option, in its sole discretion, to pay up to 4.50% of such interest on the First Lien Notes, in such amount as specified by the Issuer, by increasing the principal amount of the outstanding First Lien Notes or, in limited circumstances as described in the First Lien Notes Indenture, by issuing additional First Lien Notes. As of March 31, 2023, the aggregate principal amount of the First Lien Notes recognized in the condensed consolidated balance sheet assumes the Company will elect to pay 4.50% of the first interest payment in payment-in-kind. Interest on the First Lien Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023.

As of March 31, 2023, the Company had $9,388 of unamortized debt issuance costs and $415 of unamortized original issue discount related to the First Lien Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheet. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the First Lien Notes.

On the Settlement Date, the Issuer issued $357,446 aggregate principal amount of Third Lien Notes pursuant to an indenture, dated as of the Settlement Date (the “Third Lien Notes Indenture”), by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Third Lien Collateral Agent”).

The Third Lien Notes will mature on May 15, 2027. The Third Lien Notes bear interest at the rate of 5.625% per annum, payable in cash; provided, however, that for the first four interest periods after the Settlement Date, the Issuer has the option, in its sole discretion, to instead pay such interest at 10.625% per annum either by increasing the principal amount of the outstanding Third Lien Notes or, in limited circumstances as described the Third Lien Notes Indenture, by issuing additional Third Lien Notes. As of March 31, 2023, the aggregate principal amount of the Third Lien Notes recognized in the condensed consolidated balance sheet assumes interest on the Third Lien Notes will be fully paid in payment-in-kind. Interest on the Third Lien Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023.

Debt issuance costs related to the Third Lien Notes are amortized into interest expense over the term of the Third Lien Notes. As of March 31, 2023, the Company had $5,782 of unamortized debt issuance costs related to the Third Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance sheet.

For additional information regarding the guarantees, covenants and events of default with respect to the New Notes, see Note 7. “Debt and Other Financing” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

~~2026 Senior Notes~~

On November 2, 2016, the Issuer issued $400,000 aggregate principal amount of 2026 Senior Notes. On the Settlement Date, in connection with the Refinancing Transactions, the Issuer completed the Exchange Offer and delivered $357,446 aggregate principal amount of the exchanged 2026 Senior Notes to the trustee for cancellation. Following the completion of the Exchange Offer, $42,554 aggregate principal amount of the 2026 Senior Notes remain outstanding.

The Company paid approximately $7,055 of debt issuance costs in connection with the issuance of the 2026 Senior Notes. The debt issuance costs are being amortized into interest expense over the term of the 2026 Senior Notes. As of March 31, 2023 and December 31, 2022, the Company had $273 and $2,741 of unamortized debt issuance costs related to the 2026 Senior Notes, which is presented as a direct deduction from the principal balance in the consolidated balance sheets.

~~2024 Senior Secured Notes~~

On May 29, 2020, the Issuer issued $250,000 aggregate principal amount of its 13.000% Senior Secured Notes due 2024 (the “2024 Senior Secured Notes”), pursuant to an indenture, dated as of May 29, 2020, by and among the Issuer, the other guarantors party thereto and U.S. Bank National Association, as trustee. In the first quarter of 2023, in connection with the Refinancing Transactions, the Issuer redeemed all of the outstanding 2024 Senior Secured Notes on the Settlement Date at the redemption price of 106.500% of the principal amount thereof, plus accrued and unpaid interest thereon.

~~ABL Facility~~

On November 2, 2016, Holdings, Cooper-Standard Automotive Inc. (the “U.S. Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), Cooper-Standard Automotive International Holdings B.V. (the “Dutch Borrower”, and, together with the U.S. Borrower and the Canadian Borrower, the “Borrowers”) and certain subsidiaries of the U.S. Borrower, entered into a third amendment and restatement of the ABL Facility. In March 2020, the Borrowers entered into Amendment No. 1 to the Third Amended and Restated Loan Agreement (“the First Amendment”). As a result of the First Amendment, the ABL Facility maturity was extended to March 2025 and the aggregate revolving loan commitment was reduced to $180.0 million. In May 2020, the Borrowers entered into Amendment No. 2 to the Third Amended and Restated Loan Agreement (the “Second Amendment”), which Second Amendment modified certain covenants under the ABL Facility. In December 2022, the Borrowers entered into Amendment No. 3 to the Third Amended and Restated Loan Agreement (the “Third Amendment”), which became effective on the Settlement Date. The Third Amendment provides for the ABL Facility to be amended to:

•~~permit the U.S. Borrower to issue the New Notes in the Concurrent Notes Offering and Exchange Offer, including the granting of liens, subject to the restrictions set forth in the ABL Facility;~~

•~~authorize the collateral agent under the ABL Facility to enter into an intercreditor agreement with the collateral trustees for the New Notes; and~~

•~~remove the Dutch Borrower as a borrower under the ABL Facility.~~

The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $280,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. The Company’s borrowing base as of March 31, 2023 was $172,483. Net the greater of 10% of the borrowing base or $15,000 that cannot be borrowed without triggering the fixed charge coverage ratio maintenance covenant and $6,203 of outstanding letters of credit, the Company effectively had $149,031 available for borrowing under its ABL Facility.

~~As of March 31, 2023, there were no borrowings under the ABL Facility.~~

~~Maturity~~industry. ~~Any borrowings under our ABL Facility will mature, and the commitments of the lenders under our ABL Facility will terminate, on March 24, 2025.~~

~~Interest. Borrowings under the ABL Facility bear interest at a rate equal to, at the Borrowers’ option:~~

•~~in the case of borrowings by the Canadian Borrower, bankers’ acceptance (“BA”) rate, Canadian prime rate or Canadian base rate plus, in each case, an applicable margin.~~

~~Fees. The Borrowers are required to pay a fee in respect of committed but unutilized commitments. The ABL Facility also requires the payment of customary agency and administrative fees.~~

~~Debt Issuance Costs~~. As of March 31, 2023 and December 31, 2022, the Company had $1,416 and $535, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the condensed consolidated balance sheets.

For additional information regarding the guarantees, covenants and events of default with respect to the ABL Facility, see Note 7. “Debt and Other Financing” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

~~Term Loan Facility~~

On November 2, 2016, Cooper-Standard Automotive Inc., as borrower, entered into Amendment No. 1 to its senior term loan facility (the “Term Loan Facility”), which provided for loans in an aggregate principal amount of $340,000. In connection with the Refinancing Transactions, Cooper-Standard Automotive Inc. repaid the Term Loan Facility in full on the Settlement Date and the Term Loan Facility was terminated.

As of December 31, 2022, the Company had $494 of unamortized debt issuance costs and $319 of unamortized original issue discount related to the Term Loan Facility. Both the debt issuance costs and the original issue discount were amortized into interest expense over the term of the Term Loan Facility.

~~For a further description of the Term Loan Facility, see Note 7. “Debt and Other Financing” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.~~

Cash Flows

Operating Activities. Net cash used in operations was $14.2 million for the three months ended March 31, 2024, compared to net cash provided by operations ~~was~~of $30.4 million for the three months ended March 31, ~~2023, compared to net cash used in operations of $12.2 million for the three months ended March 31, 2022.~~2023. The net change was primarily due to changes in net working capital ~~improvements and improved operating performance.~~balances, partially offset by higher cash earnings.

Investing Activities. Net cash used in investing activities was $16.7 million for the three months ended March 31, 2024, compared to net cash used in investing activities of $29.0 million for the three months ended March 31, ~~2023, compared to~~2023. The net ~~cash provided by investing activities of $20.1 million for the three months ended March 31, 2022. The~~ change was primarily ~~related~~due to ~~proceeds of $50.0 million related to the sale-leaseback of a certain European facility which were received in the three months ended March 31, 2022.~~lower capital expenditures. We expect capital expenditures in 2024 to ~~continue~~be relatively consistent with 2023, primarily as part of initiatives to ~~reduce~~consistently manage overall capital ~~spending and~~spending. We anticipate that we will spend approximately ~~$70 - $80~~$75 to $85 million on capital expenditures in ~~2023.~~2024.

Financing Activities. Net cash used in financing activities totaled $1.2 million for the three months ended March 31, 2024, compared to net cash used in financing activities of $75.7 million for the three months ended March 31, ~~2023, compared to~~2023. The net ~~cash used in financing activities of $3.0 million for the three months ended March 31, 2022. The~~ change was primarily due to the impact of ~~the Refinancing Transactions.~~refinancing transactions that occurred in 2023.

Share Repurchase Program

In June 2018, our Board of Directors approved a 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, changes in tax laws ~~(including the Inflation Reduction Act)~~ 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. The 2018 Program became effective in November 2018. As of March 31, ~~2023,~~2024, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the three months ended March 31, 2024 or 2023.

Other Matters

We may, from time to time, seek to purchase our outstanding debt securities or loans, including the First Lien Notes, Third Lien Notes and 2026 Senior Notes. Such transactions could be privately negotiated or open market transactions, pursuant to tender offers or otherwise. Any such purchases will be made in our sole discretion in light of market conditions, applicable limitations contained in the agreements governing our indebtedness and other relevant factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series.

In the third quarter of 2023, ~~or 2022~~.we designated Liveline Technologies, Inc. (“Liveline”) an unrestricted subsidiary under the terms of certain of its debt agreements, but Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline had $0.3 million of net income during the three months ended March 31, 2024. As of March 31, 2024, Liveline had less than $0.1 million of gross assets. Liveline will look to Cooper Standard for necessary funding until it is able to sustain itself through sales of its products and services.

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:~~

include the following:

•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, New~~First Lien Notes, ~~2026 Senior~~Third Lien Notes, and ~~2024~~2026 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 loss, which is the most comparable financial measure in accordance with U.S. GAAP:


		Three Months Ended March 31,
		2023		2022
		(dollar amounts in thousands)
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024	2024		2023
						(dollar amounts in thousands)		(dollar amounts in thousands)
Net loss attributable to Cooper-Standard Holdings Inc.	Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)
Income tax expense	Income tax expense	358		652
Interest expense, net of interest income	Interest expense, net of interest income	30,220		18,177
Depreciation and amortization	Depreciation and amortization	27,982		32,133
EBITDA	EBITDA	$	(71,807)	$	(10,398)
Restructuring charges	Restructuring charges	2,379		7,831
Deconsolidation of joint venture (1)		—		2,257
Impairment charges (2)		—		455

Loss on refinancing and extinguishment of debt (3)		81,885		—

Loss on refinancing and extinguishment of debt (1)

Loss on refinancing and extinguishment of debt (1)

Loss on refinancing and extinguishment of debt (1)

Adjusted EBITDA	Adjusted EBITDA	$	12,457	$	145
Adjusted EBITDA
Adjusted EBITDA

(1)~~Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value in the three months ended March 31, 2022.~~

~~(2)Non-cash impairment charges in the three months ended March 31, 2022 related to idle assets in Europe.~~

~~(3)~~Loss on refinancing and extinguishment of debt relating to ~~the Refinancing Transactions during the three months ended March 31,~~refinancing transactions in 2023.

3628

Contingencies and Environmental Matters

The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note ~~15.~~14. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by reference.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the three months ended March 31, ~~2023.~~2024.

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”,~~“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: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts ~~including commodity cost increases~~ and disruptions related to the ~~war~~wars in Ukraine and the ~~COVID-related lockdowns in China;~~Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; ~~the impact, and expected continued impact, of the COVID-19 outbreak on~~work stoppages or other labor disruptions with our ~~financial condition and results of operations; significant risks to~~employees or our ~~liquidity presented by the COVID-19 pandemic risk;~~customers’ employees; 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 our diversification ~~strategy through our Advanced Technology Group;~~strategy; 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 and variable rates of interest; 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; significant costs related to 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 and regulatory proceedings, claims or investigations against us; ~~work stoppages or other labor disruptions;~~the potential impact of any future public health events on our financial condition and results of operations; 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; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; 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 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 ~~2022~~2023 Annual Report.

3729

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 March 31, ~~2023~~2024 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

3830

PART II — OTHER INFORMATION

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

The Company is authorized to purchase, in the aggregate, up to ~~$150~~$150.0 million of our outstanding common stock under our common stock repurchase program, which was effective in November 2018. As of March 31, ~~2023,~~2024, we had approximately $98.7 million of repurchase authorization remaining under our 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 ~~14.~~13. “Common Stock” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

A summary of our shares of common stock repurchased during the three months ended March 31, ~~2023~~2024 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)
January 1, 2023 through January 31, 2023 — $ — — $ 98.7
February 1, 2023 through February 28, 2023 — — — 98.7
March 1, 2023 through March 31, 2023 12,240 15.90 — 98.7
Total 12,240 —


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
January 1, 2024 through January 31, 2024	—	$	—	—	$	98.7
February 1, 2024 through February 29, 2024	8,711	14.16		—	98.7
March 1, 2024 through March 31, 2024	30,237	14.07		—	98.7
Total	38,948			—

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

3931

Item 5.Other Information

Restructuring

On May 7, 2024, the Board of Directors of the Company approved a restructuring plan that will eliminate up to 400 salaried and contract positions and cancel up to 100 open salaried positions based on the Company’s recently announced product line organizational structure and current and anticipated market demands. The restructuring effort aims to further improve and maximize the Company’s operational efficiency by streamlining business practices and deployed resources, and improving the organization’s overall cost structure. The Company expects to complete these restructuring activities by the end of 2024.

The Company expects to recognize total expense related to these actions of approximately $18 million to $22 million, primarily in 2024. The cash expenditures include severance and other related costs directly attributable to the restructuring activities which will be paid in 2024 and 2025. The Company anticipates these restructuring activities to provide approximately $40 million to $45 million in annualized savings upon completion.

Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Amended and Restated Bylaws

On May 7, 2024, the Board of Directors of the Company approved the Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws") effective as of May 7, 2024, incorporating modifications consistent with current Delaware General Corporation Law. The Amended and Restated Bylaws also reflect additional amendments to provide, among other things, that:

•a stockholder seeking to utilize Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), must represent that it will follow the rule;

•a stockholder seeking to utilize Rule 14a-19 must provide evidence that it has met the requirements of Rule 14a-19;

•if a stockholder does not comply with Rule 14a-19, the the nomination of such nominee shall be disregarded;

•a stockholder that provides notice of a nomination must notify the Secretary of the Company if there is any change in such stockholder’s intent to deliver a proxy statement and form of proxy to the amount of holders of shares of the Company's outstanding capital stock required under Rule 14a-19; and

•any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall reserved for the exclusive use by the Company’s Board of Directors.

The foregoing summary is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 6. Exhibits



Exhibit No.						Description of Exhibit

~~4.1~~3.1*						~~First Supplemental Indenture, dated as~~Amended and Restated Bylaws of January 20, 2023, by and among Cooper-Standard Automotive Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to Cooper-Standard Holdings ~~Inc.’s Current Report on Form 8-K filed January 23, 2023 (File No.001-36127)).~~Inc, as Amended and Restated Effective May 7, 2024.

~~4.2~~						Indenture, dated as of January 27, 2023, by and among Cooper-Standard Automotive Inc., as issuer, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (incorporated by reference to Exhibit 4.1 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed January 30, 2023 (File No.001-36127)).

~~4.3~~						Indenture, dated as of January 27, 2023, by and among Cooper-Standard Automotive Inc., as issuer, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 ~~(incorporated by reference to Exhibit 4.~~2 ~~to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed January 30, 2023 (File No.001-36127)).~~

10.1*†						Form of ~~2023~~2024 Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan Performance Award Agreement ~~(ROIC)~~(FCF) (cash or stock settled).

~~10.2*†~~						~~Form of 2023 Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan Performance Award Agreement (TSR) (cash settled).~~

~~10.3*†~~						~~Form of 2023 Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (stock-settled award).~~

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

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

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

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

101.SCH***						Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents

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

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

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


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

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


*			Filed with this Report.
**			Furnished with this Report.
***			Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
†			Management contract or compensatory plan or arrangement.

4133

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COOPER-STANDARD HOLDINGS INC.

May ~~4, 2023~~7, 2024

/S/ JONATHAN P. BANAS

Date

Jonathan P. Banas
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

4234



		Page

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Changes in Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2622
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3729
Item 4.	Controls and Procedures	3830

	PART II. OTHER INFORMATION


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3931
Item 5.	Other Information	32
Item 6.	Exhibits	4033
SIGNATURES		4234


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	152,633	$	(130,582)	$	22,051
Other	38,529		(14,697)		23,832
Balance as of March 31, 2023	$	191,162	$	(145,279)	$	45,883

Customer relationships	$	152,578	$	(129,317)	$	23,261
Other	38,479		(14,099)		24,380
Balance as of December 31, 2022	$	191,057	$	(143,416)	$	47,641


	Gain (Loss) Recognized in OCI
	Three Months Ended March 31,
	2023		2022
Forward foreign exchange contracts	$	5,553	$	2,411