10-Q

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

or

☐ 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 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, there were 17,138,518 shares of the registrant’s common stock, $0.001 par value, outstanding.

1

COOPER-STANDARD HOLDINGS INC.

Form 10-Q

For the period ended March 31, 2023

		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	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
	PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	40
SIGNATURES		42

2

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,
	2023		2022
Sales	$	682,458	$	612,984
Cost of products sold	640,630		591,442
Gross profit	41,828		21,542
Selling, administration & engineering expenses	52,089		51,904
Amortization of intangibles	1,807		1,746
Restructuring charges	2,379		7,831
Impairment charges	—		455
Operating loss	(14,447)		(40,394)
Interest expense, net of interest income	(30,220)		(18,177)
Equity in losses of affiliates	(198)		(1,356)
Loss on refinancing and extinguishment of debt	(81,885)		—
Other expense, net	(4,004)		(1,211)
Loss before income taxes	(130,754)		(61,138)
Income tax expense	358		652
Net loss	(131,112)		(61,790)
Net loss attributable to noncontrolling interests	745		430
Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)
Loss per share:
Basic	$	(7.57)	$	(3.58)
Diluted	$	(7.57)	$	(3.58)

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

3

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(Dollar amounts in thousands) 

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

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

4

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)

	March 31, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	105,840	$	186,875
Accounts receivable, net	393,717		358,700
Tooling receivable, net	100,668		95,965
Inventories	172,491		157,756
Prepaid expenses	28,295		31,170
Income tax receivable and refundable credits	13,670		13,668
Other current assets	123,099		101,515
Total current assets	937,780		945,649
Property, plant and equipment, net	638,473		642,860
Operating lease right-of-use assets, net	91,990		94,571
Goodwill	142,024		142,023
Intangible assets, net	45,883		47,641
Other assets	86,917		90,785
Total assets	$	1,943,067	$	1,963,529
Liabilities and Equity
Current liabilities:
Debt payable within one year	$	52,813	$	54,130
Accounts payable	390,861		338,210
Payroll liabilities	120,158		99,029
Accrued liabilities	146,292		119,463
Current operating lease liabilities	20,132		20,786
Total current liabilities	730,256		631,618
Long-term debt	996,822		982,054
Pension benefits	100,324		98,481
Postretirement benefits other than pensions	30,909		31,014
Long-term operating lease liabilities	75,586		77,617
Other liabilities	36,000		41,553
Total liabilities	1,969,897		1,862,337
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
Additional paid-in capital	508,238		507,498
Retained deficit	(320,198)		(189,831)
Accumulated other comprehensive loss	(207,598)		(209,971)
Total Cooper-Standard Holdings Inc. equity	(19,541)		107,713
Noncontrolling interests	(7,289)		(6,521)
Total equity	(26,830)		101,192
Total liabilities and equity	$	1,943,067	$	1,963,529

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

5

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		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
Share-based compensation, net	69,716	—		437		—		—		437		—		437
Deconsolidation of noncontrolling interest	—	—		—		—		—		—		(11,007)		(11,007)
Net loss	—	—		—		(61,360)		—		(61,360)		(430)		(61,790)
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

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

6

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)

	Three Months Ended March 31,
	2023		2022
Operating Activities:
Net loss	$	(131,112)	$	(61,790)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	26,175		30,387
Amortization of intangibles	1,807		1,746
Impairment charges	—		455
Share-based compensation expense	1,467		584
Equity in losses of affiliates, net of dividends related to earnings	198		1,356
Loss on refinancing and extinguishment of debt	81,885		—
Deferred income taxes	367		(511)
Other	1,206		509
Changes in operating assets and liabilities	48,386		15,051
Net cash provided by (used in) operating activities	30,379		(12,213)
Investing activities:
Capital expenditures	(29,263)		(32,314)
Proceeds from deferred sale of fixed assets	—		50,008
Other	232		2,377
Net cash (used in) provided by investing activities	(29,031)		20,071
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs	927,450		—
Repayment and refinancing of long-term debt	(927,046)		—
Principal payments on long-term debt	(755)		(1,429)
Decrease in short-term debt, net	(1,312)		(1,667)
Debt issuance costs and other fees	(73,965)		—
Taxes withheld and paid on employees' share-based payment awards	(195)		(523)
Other	163		646
Net cash used in financing activities	(75,660)		(2,973)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(2,850)		5,123
Changes in cash, cash equivalents and restricted cash	(77,162)		10,008
Cash, cash equivalents and restricted cash at beginning of period	192,807		251,128
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
Cash and cash equivalents	$	105,840	$	186,875
Restricted cash included in other current assets	8,912		4,650
Restricted cash included in other assets	893		1,282
Total cash, cash equivalents and restricted cash	$	115,645	$	192,807

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

7

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 (consisting of fuel and brake delivery and fluid transfer) systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

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 (the “2022 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 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.

Recently Adopted Accounting Pronouncements

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

Standard	Description	Effective Date
ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations	Requires enhanced disclosures about a buyer’s use of supplier finance programs. Supplier finance programs may also be referred to as reverse factoring, payables finance, or structured payables arrangements.	January 1, 2023

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.

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

3. 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.

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
Passenger and Light Duty	$	314,587	$	125,368	$	103,404	$	21,513	$	—	$	564,872
Commercial	3,674		5,923		347		6		1,657		11,607
Other	3,633		123		2		—		32,747		36,505
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 (consisting of fuel and brake delivery and fluid transfer) systems for use in passenger vehicles and light trucks manufactured by global OEMs.

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
Fuel and Brake Delivery Systems	Sense, deliver and control fluids to fuel and brake systems
Fluid Transfer Systems	Sense, deliver and control fluids and vapors for optimal powertrain & HVAC operation

Revenue by product line 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

9

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

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.

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
Contract assets	$	275	$	530	$	(255)
Contract liabilities	(15)		(15)		—
Net contract assets (liabilities)	$	260	$	515	$	(255)

Other

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

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

4. 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

10

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.

Restructuring charges by segment for the three months ended March 31, 2023 and 2022 was 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

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

	Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2022	$	13,185	$	6,383	$	19,568
Expense	1,816		563		2,379
Cash payments	(2,630)		(1,258)		(3,888)
Foreign exchange translation and other	70		11		81
Balance as of March 31, 2023	$	12,441	$	5,699	$	18,140

5. Inventories

Inventories consist of the following:

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

6. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2023 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

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.

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

Intangible Assets

Intangible assets and accumulated amortization balances as of March 31, 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

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

12

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 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.

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, 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.

The First 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 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 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 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

13

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, 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.

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.

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.

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.

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.

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 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.

14

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, 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;

•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 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. 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.

15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL 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, 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 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

16

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.

Debt Covenants

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

Other Financing

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

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 Notes and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €120 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires in December 2023.

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

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

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

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

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

17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

8. 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 and December 31, 2022 were as follows:

	March 31, 2023		December 31, 2022		Input
Forward foreign exchange contracts - other current assets	$	10,851	$	8,643	Level 2
Forward foreign exchange contracts - accrued liabilities	13		—		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 Notes, 2026 Senior Notes, 2024 Senior Secured Notes and Term Loan Facility were as follows:

	March 31, 2023		December 31, 2022
Aggregate fair value	$	832,800	$	744,010
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.

18

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, 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.

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 and December 31, 2022, the notional amount of these contracts was $99,096 and $135,285, respectively, and consisted of hedges of cash flow transactions extending out to December 2023.

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

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

19

NOTES TO CONDENSED CONSOLIDATED FINANCIAL 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 (income) cost is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit (income) cost are included in other income (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. As part of the termination process, the Company expects to settle benefit obligations under the U.S. Pension Plan through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations and administration will be transferred to a third-party insurance company. Such settlements will be funded primarily from plan assets. Ultimate settlement of benefit obligations is dependent upon the participants’ elections. As of March 31, 2023 and December 31, 2022, the U.S. Pension Plan was underfunded under U.S. generally accepted accounting principles by $5,824 and $5,759, respectively.

20

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

10. Other Income (Expense), Net

The components of other income (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.

11. 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 and 2022 were as follows:

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

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

The income tax rate for the three months ended March 31, 2023 and 2022 varied from the U.S. statutory rate primarily due to the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, 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.

21

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 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 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 the process of contesting the matter. Currently, the protest for the 2015-2018 tax years has been submitted to the IRS’s administrative appeals office. 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. 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 is less than $15,000. 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.

12. 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.

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
Net loss available to Cooper-Standard Holdings Inc. common stockholders	$	(130,367)	$	(61,360)
Basic weighted average shares of common stock outstanding	17,229,423		17,136,411
Dilutive effect of common stock equivalents	—		—
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.	$	(7.57)	$	(3.58)
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.	$	(7.57)	$	(3.58)

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

22

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

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

13. 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
Foreign currency translation adjustment
Balance at beginning of period	$	(158,023)		$	(138,751)
Other comprehensive income (loss) before reclassifications	(70)		(1)	8,670		(1)
Amounts reclassified from accumulated other comprehensive loss	—			(294)
Balance at end of period	$	(158,093)		$	(130,375)
Benefit plan liabilities
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 end of period	$	(60,151)		$	(64,319)
Fair value change of derivatives
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 end of period	$	10,646		$	1,301
Accumulated other comprehensive loss, ending balance	$	(207,598)		$	(193,393)

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

(2)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 and amortization of prior service cost of $49, net of tax of $4.

14. 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, 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 or 2022.

15. 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, 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.

23

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 and December 31, 2022, the Company had approximately $10,062 and $10,817, respectively, reserved in accrued liabilities and other liabilities on 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. Segment Reporting

The Company’s automotive business is organized in the following reportable segments: North America, Europe, Asia Pacific and South America. All other business activities are reported in Corporate, eliminations and other. The Company’s principal products within each of the reportable segments are sealing, fuel and brake delivery, and fluid transfer systems.

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

24

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

25

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 filed with the U.S. Securities and Exchange Commission (“2022 Annual Report”), including Item 1A. “Risk Factors.” The following should be read in conjunction with our 2022 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2022 Annual Report. References in this quarterly report on Form 10-Q (the “Report”) to “we,” “our,” or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.

Executive Overview

Our Business

We design, manufacture and sell sealing, fuel and brake delivery, and fluid transfer systems for use primarily in passenger vehicles and light trucks manufactured by global automotive original equipment manufacturers (“OEMs”). We are primarily a “Tier 1” supplier, with approximately 82% of our sales in 2022 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 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, rising interest rates, energy market volatility, persistent inflation and continuing military actions in Eastern Europe are contributing to global economic uncertainty and are having broad negative impacts on key sectors of the global economy.

In North America, U.S. consumer confidence slipped in the latter portion of the first quarter of 2023 and remains well below historical averages. Key drivers of the decline in 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. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 1.6 percent, 1.5 percent and 1.8 percent, respectively, in 2023.

In Europe, 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 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 this uncertain environment, economists at the IMF are currently expecting the economy in the Eurozone region to grow by approximately 0.8 percent in 2023.

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 States has been resilient and is likely 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. Economists at the IMF are expecting the Chinese economy to grow 5.2 percent in 2023.

26

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 for the year and will likely force the 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. Economists at the IMF are now estimating the Brazilian economy will grow 0.9 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.

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 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 crisis and lockdowns in key Chinese manufacturing and trading hubs such as Shenzhen and Shanghai further exacerbated supply chain 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.

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

	Three Months Ended March 31,
(In millions of units)	2023(1)	2022(1)	% Change
North America	3.9	3.6	9.8%
Europe	4.6	3.9	18.4%
Asia Pacific	11.4	11.3	0.8%
Greater China	5.7	6.2	(7.3)%
South America	0.7	0.6	14.1%

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

Production volumes in Europe were surprisingly resilient for the quarter considering the continuing military actions in Ukraine. Production volumes in North America showed modest year-over-year improvement as supply chain disruptions started to dissipate. In the Asia Pacific region, production levels slightly increased in the quarter. However, specifically within Greater China, production levels decreased as widespread economic shutdowns were once again imposed in the country in response to renewed outbreaks of the COVID-19 virus.

General Inflation and Recovery Strategy

With continued inflationary pressures on wages, energy, transportation and other general costs, in order to remain competitive, we are working with our customers on an ongoing basis to offset the costs associated with this inflation. We are actively negotiating pricing adjustments on current business and considering the impact of inflationary and other costs in our quotes for new business.

27

Results of Operations

	Three Months Ended March 31,
	2023		2022		Change
	(dollar amounts in thousands)
Sales	$	682,458	$	612,984	$	69,474
Cost of products sold	640,630		591,442		49,188
Gross profit	41,828		21,542		20,286
Selling, administration & engineering expenses	52,089		51,904		185
Amortization of intangibles	1,807		1,746		61
Restructuring charges	2,379		7,831		(5,452)
Impairment charges	—		455		(455)
Operating loss	(14,447)		(40,394)		25,947
Interest expense, net of interest income	(30,220)		(18,177)		(12,043)
Equity in losses of affiliates	(198)		(1,356)		1,158
Loss on refinancing and extinguishment of debt	(81,885)		—		(81,885)
Other expense, net	(4,004)		(1,211)		(2,793)
Loss before income taxes	(130,754)		(61,138)		(69,616)
Income tax expense	358		652		(294)
Net loss	(131,112)		(61,790)		(69,322)
Net loss attributable to noncontrolling interests	745		430		315
Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)	$	(69,007)

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

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)

* Net of customer price adjustments, including recoveries

Sales for the three months ended March 31, 2023 increased 11.3%, compared to the three months ended March 31, 2022. The increase in sales was driven by volume and mix (higher net vehicle production volume due to the stabilization of the supply environment and net of customer price adjustments including recovery of cost increases). This was partially offset by the negative impact of foreign exchange.

28

Gross Profit

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

* Net of customer price adjustments, including recoveries

Cost of products sold is primarily comprised of material, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. The Company’s material cost of products sold was approximately 50% and 50% of total cost of products sold for the three months ended March 31, 2023 and 2022, respectively. The change in cost of products sold was impacted by higher volume and mix, inflation of commodity costs, labor and overhead, and higher energy costs. These costs were partially offset by foreign exchange, and manufacturing and purchasing savings through lean initiatives.

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

Selling, Administration and Engineering Expense. Selling, administration and engineering expense includes administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expense for the three months ended March 31, 2023 was 7.6% of sales compared to 8.5% for the three months ended March 31, 2022. The decrease was primarily due 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 amortization for the three months ended March 31, 2023 was comparable to the three months ended March 31, 2022.

Restructuring. Restructuring charges for the three months ended March 31, 2023 decreased $5.5 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.

Interest Expense, Net. Net interest expense for the three months ended March 31, 2023 increased $12.0 million 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.

Loss on Refinancing and Extinguishment of 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 in Liquidity and Capital Resources).

Other Expense, Net. Other expense, net, for the three months ended March 31, 2023 increased $2.8 million compared to the three months ended March 31, 2022, primarily due to the unfavorable impact of foreign exchange and increased 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.

Income Tax Expense. Income tax expense for the three months ended March 31, 2023 was $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. The effective tax rate for the three months ended March 31, 2023 differed from the effective tax rate for the three months ended March 31, 2022 primarily due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, and other permanent items.

29

Segment Results of Operations

Our business is organized into the following reportable segments: North America, Europe, Asia Pacific and South America. All other business activities are reported in Corporate, eliminations and other. The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the 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 Compared with Three Months Ended March 31, 2022

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)

* Net of customer price adjustments, including recoveries

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

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

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)

* Net of customer price adjustments, including recoveries

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

•The impact of foreign currency exchange was primarily related to the Mexican Peso, Chinese Renminbi and Euro.

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

◦Commodity cost and inflationary economics; and

◦Manufacturing and purchasing savings through lean initiatives.

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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 intercompany loans and equity contributions to fund its worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 7. “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 our capital expenditures. We continuously monitor and forecast our liquidity situation, take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations, under our ABL Facility, depend on our future operating performance and cash flows and many factors outside of our control, including the costs of raw materials, the state of the overall automotive industry and financial and economic conditions, including the continued impact of COVID-19, 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 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

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 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

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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.

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.

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 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 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.

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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.

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, 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;

•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 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. 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.

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

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•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).

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 provided by operations was $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. The net change was primarily due to working capital improvements and improved operating performance.

Investing Activities. Net cash used in investing activities was $29.0 million for the three months ended March 31, 2023, compared to net cash provided by investing activities of $20.1 million for the three months ended March 31, 2022. The change was primarily related 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. We expect to continue initiatives to reduce overall capital spending and anticipate that we will spend approximately $70 - $80 million on capital expenditures in 2023.

Financing Activities. Net cash used in financing activities totaled $75.7 million for the three months ended March 31, 2023, compared to 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.

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

34

particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. As of March 31, 2023, 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, 2023 or 2022.

Non-GAAP Financial Measures

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

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

•in developing our internal budgets and forecasts;

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

•in evaluating potential acquisitions;

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

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

In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.

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

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

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

•they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, Term Loan Facility, New Notes, 2026 Senior Notes and 2024 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.

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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)
Net loss attributable to Cooper-Standard Holdings Inc.	$	(130,367)	$	(61,360)
Income tax expense	358		652
Interest expense, net of interest income	30,220		18,177
Depreciation and amortization	27,982		32,133
EBITDA	$	(71,807)	$	(10,398)
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		—
Adjusted EBITDA	$	12,457	$	145

(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, 2023.

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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. “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.

Forward-Looking Statements

This quarterly report on Form 10-Q includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook”, “guidance”, “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: 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 in Ukraine and the COVID-related lockdowns in China; 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 our financial condition and results of operations; significant risks to our liquidity presented by the COVID-19 pandemic risk; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with our diversification strategy through our Advanced Technology Group; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness 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; 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 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 Annual Report.

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

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PART II — OTHER INFORMATION

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

(c) Purchases of Equity Securities By the Issuer and Affiliated Purchasers

The Company is authorized to purchase, in the aggregate, up to $150 million of our outstanding common stock under our common stock repurchase program, which was effective in November 2018. As of March 31, 2023, 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. “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 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			—

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

39

Item 6.        Exhibits

Exhibit No.	Description of Exhibit
4.1	First Supplemental Indenture, dated as 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)).
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 Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan Performance Award Agreement (ROIC) (cash 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
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

40

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.

41

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	/S/ JONATHAN P. BANAS
Date	Jonathan P. Banas Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

42

EX-10.1

Exhibit 10.1

COOPER-STANDARD HOLDINGS INC.

CASH SETTLED PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), which relates to a grant of performance-vested Restricted Stock Units (“PUs”) made on Grant Date (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

RECITALS:

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the PUs provided for herein to the Participant pursuant to the Plan, and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.    Grant. The Company hereby grants to the Participant Number of Awards Granted PUs on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such PUs are referred to as the “Target PUs.” The Participant’s rights with respect to the PUs will remain forfeitable at all times prior to the date such PUs vest as described in Section 4.

2.    Performance Period and Goal. The vesting of the PUs is subject to the achievement of the performance goal (the “Performance Goal”) indicated in Section 2(b) during the Performance Period (as defined below).

(a)    Performance Period. The performance period (the “Performance Period”) for this Award is the two–year period commencing on January 1, 2023 and ending on December 31, 2024.

(b)     Performance Goal. The Performance Goal is the Company’s return on invested capital (ROIC) (as defined in Exhibit A) for each year of the two-year Performance Period. The Performance Goal will be met at “target” for the 2023 calendar year if the Company’s ROIC is 3.1%. The Committee shall communicate the Company ROIC target for the 2024 calendar year to the Participant on or around the first anniversary of the Grant Date.

The Performance Goal will be met at “threshold” if 80% of target performance is met. There is no payout for performance below the threshold level. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated. In the event of a material acquisition or divestiture during the Performance Period, the threshold, target and maximum Performance Goal will be adjusted based on the pro-forma impact of the transaction over the remainder of the Performance Period. A material acquisition or divestiture is a transaction that impacts the payout at the time of the transaction by more than 10% of the target as determined by the Committee.

3.    Restrictions on Transfer. In accordance with the Plan, the Participant shall have the right to designate a beneficiary to receive the PUs that will vest upon, or be settled

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following, the Participant's death, all in the manner and to the extent set forth in this Agreement. The designation may be changed at any time. If no Designation of Beneficiary is made, then any PUs that will vest at the time of death of the Participant, and any previously vested PUs that have not yet been settled as of the date of death of the Participant, shall be paid to the Participant’s estate. The Participant cannot otherwise sell, transfer, or dispose of or pledge or hypothecate or assign the unvested PUs or the Shares underlying the vested PUs prior to the date on which such vested PUs are settled pursuant to Section 5 (collectively, the “Transfer Restrictions”).

4.    Vesting; Determination of Actual Achieved PUs; Termination of Employment.

(a) Determination of Actual Achieved PUs. As soon as practical after the end of the Performance Period (and in all events during the calendar year immediately following the end of the Performance Period), the Committee will determine to what extent the Performance Goal has been achieved separately for each calendar year of the Performance Period (the “2023 Actual Achieved PUs” and the “2024 Actual Achieved PUs”, respectively, and together, the “Actual Achieved PUs”). Based on such determination, the number of Actual Achieved PUs will be determined separately for each calendar year as follows:

If Performance Goal for the calendar year is Met at*:	Then Potential Number of PUs for the calendar year is:
Threshold (80% of Target)	25% of Target PUs
Target	50% of Target PUs
Maximum (120% of Target)	100% of Target PUs

*If the Performance Goal is achieved between threshold and target, or between target and maximum, the percent of Target PUs that are considered potentially vested will be interpolated. There is no payout for performance below the threshold level.

The Committee may then exercise its discretion to separately adjust the potential number of PUs for each calendar year either upwards or downwards. The total number of PUs, after adjustment (if any), so determined by the Committee shall be considered Actual Achieved PUs as of the date of such Committee determination (the “Determination Date”).

(b) Vesting. Except as set forth in subsection (c) or (d), the 2023 Actual Achieved PUs (as determined pursuant to Section 4(a)) will vest only if the Participant continues in Employment with the Company or its Affiliates until December 31, 2024, and the 2024 Actual Achieved PUs will vest only if the Participant continues in Employment with the Company or its Affiliates until December 31, 2025.

(c) Termination of Employment. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the vesting date(s) of the Actual Achieved PUs (or portion thereof, as applicable), the PUs shall be canceled by the Company without consideration; provided that:

(i) upon termination of the Participant’s Employment due to the Participant’s death or Disability prior to the end of the Performance Period, the Target PUs shall be considered Actual Achieved PUs and shall vest in full on the date of such Employment termination if the Participant terminated employment prior to the end of a calendar year during the Performance Period, and the Actual Achieved PUs shall vest in full on the date of such Employment termination if the Participant terminated employment after the end of a calendar year during the Performance Period;

(ii) upon termination of the Participant’s Employment due to the Participant’s death or Disability after the end of the Performance Period, the Actual Achieved PUs

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4842-6821-1633.3

shall vest in full on the date of such Employment termination (or if later, as of the Determination Date);

(iii) if the Participant’s Employment terminates for Retirement prior to the end of the Performance Period, then the Actual Achieved PUs (determined following the end of the Performance Period) shall be subject to continued vesting as if the Participant had not experienced an Employment termination, but pro-rated based on the portion of the vesting period (which shall be 2 years for the 2023 Actual Achieved PUs and 3 years for the 2024 Actual Achieved PUs) the Participant was employed;

(iv) if the Participant’s Employment terminates for Retirement after the end of the Performance Period, then the 2023 Actual Achieved PUs shall be considered vested in the normal course and the 2024 Actual Achieved PUs shall be subject to continued vesting as if the Participant had not experienced an Employment termination, but pro-rated based on the portion of the vesting period (which shall be 3 years) the Participant was employed; and

(v) in the case of any of the foregoing, any remaining unvested PUs shall be canceled by the Company without consideration.

(d) Change of Control. Notwithstanding the foregoing, in the event of a Change of Control:

(i) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and conditions, then the following will apply:

(A) If the Change of Control occurs during the first calendar year of the Performance Period, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the first calendar year of the Performance Period (including after the end of the Performance Period), then the Actual Achieved PUs will remain available for vesting under this Award.

(B) Each PU determined under clause (A) above that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control.

(C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, or due to death or Disability, or (2) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested in full. Upon termination of the Participant’s Employment following such a Change in Control due to Retirement, the provisions of Section 4(c) shall apply.

(ii) To the extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of the Change of Control, the Target PUs or Actual Achieved PUs, as applicable (determined in the manner set forth in clause (i)(A) above), shall become immediately and fully vested.

    5.    Settlement.

(a) General. Except as otherwise provided in Section 5(b) or (c), as soon as practicable after (i) the Determination Date, for the 2023 Actual Achieved PUs that are vested as

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4842-6821-1633.3

of such date, and (ii) the first anniversary of the Determination Date, for the 2024 Actual Achieved PUs that are vested as of such date, the Company will settle the vested Actual Achieved PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the Determination Date and as of the first anniversary of the Determination Date, as applicable, of a number of Shares equal to the number of Actual Achieved PUs that have vested.

(b) Payment Upon Termination. If the Participant’s Employment with the Company terminates and such termination triggers the accelerated vesting of the PUs hereunder, then as soon as practicable after the Determination Date or the first anniversary of the Determination Date, as applicable in accordance with Section 5(a) above, the Company will settle such vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the date of termination, of a number of Shares equal to the number of PUs that have vested. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.

Notwithstanding any other provision in the Plan or this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service (for reasons other than death), then settlement of such vested PUs shall occur on the date that is six months after the date of the Participant’s separation from service to the extent necessary to comply with Code Section 409A.

(c) Payment Upon Change in Control. If payment is triggered pursuant to Section 4(d)(ii), then as soon as practicable after the Change in Control, the Company will settle the vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the date of the Change in Control, of a number of Shares equal to the number of vested PUs

6.    No Voting Rights; Dividend Equivalents. The Participant shall not have voting rights with respect to the Shares underlying the PUs. If any dividends or other distributions are paid with respect to the Shares underlying the PUs, the Participant shall be credited with additional performance units equal to the number of Shares that the Participant would have received had the PUs been actual Shares, so long as the applicable record date occurs on or after the Date of Grant and before such PUs are forfeited or settled; and further provided that such performance units shall be deemed PUs subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the PUs to which such dividends or other distributions relate.

7.    No Right to Continued Employment or Future Awards. The granting of the PUs shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the PUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan to the Participant in the future.

8.    Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold from amounts otherwise payable hereunder any applicable withholding taxes in respect of the PUs and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes.

9.    Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.

10.    Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

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4842-6821-1633.3

11.    Performance Units Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The PUs are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern.

12.    Recoupment. This Award and the compensation received by the Participant under this Award shall be subject to the terms of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.

13.    Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or results in cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

14.    Committee Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement or the Plan, and any determination made by the Committee under this Agreement or the Plan, will be final, binding and conclusive.

15.    Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other related materials (“Data”) by and among, as applicable, the Company and its affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Company's affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity-based awards and other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Participant understands that Data will be transferred to a designated third party external broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States or otherwise) may have different data privacy laws and regulations and thus the level of data protection provided may not be equivalent to the one offered in Participant’s country of residence.

Where Data are to be transferred to a Third Country, as defined in the EU General Data Protection Regulation (GDPR) no. 2016/679, or an international organization, the Company

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4842-6821-1633.3

and its affiliates shall ensure that the level of data protection offered is equivalent to the one offered in the Participant’s country of residence, especially if such country is part of the European Economic Area; such level shall be in particular guaranteed, by implementing adequate safeguards in the form of contractual arrangements between the Company and such third parties recipients; in particular by executing appropriate Standard Contractual Clauses (SCCs) as adopted and published by the European Commission for that purpose. The Participant understands that if the Participant resides outside the United States, the Participant may request at any given time a list with the names and addresses of any potential third-party recipients of the Data by contacting the Participant’s local human resources representative.

The Participant authorizes the Company, the Company's selected broker and any other third-party recipients which assist the Company with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Participant’s participation in the Plan. A list of such third-party recipients is available upon request. The Company undertakes to provide prior notice to the Participant of any changes to the aforementioned list of third-party recipients; such changes to third-party recipients will be accepted by the Participant unless reasonably objected to for just cause. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan in accordance with applicable data protection laws and regulations, as well as the Company’s policies on the retention and disposal of records in effect from time to time. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost and without providing any reason for such a withdrawal, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a free and purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant equity-based awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s local human resources representative. The Participant is also entitled to lodge a complaint with the competent supervisory authorities should he or she not receive a reply or otherwise not be satisfied with a reply received by the Company concerning the exercise of his or her aforementioned rights.

16.    Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

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4842-6821-1633.3

COOPER-STANDARD HOLDINGS INC.

By:

Agreed and acknowledged as of the date first above written:

Participant: Participant Name

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4842-6821-1633.3

Exhibit A

•ROIC Calculation Methodology: As follows:

•A numerator of:

i.Net operating profit after tax (NOPAT)

ii.PLUS joint venture earnings, including restructuring

•Divided by a denominator equal to the 5-quarter average of:

i.Net working capital, which is the sum of net receivables, net inventory, and minimum cash minus current liabilities

ii.PLUS net PPE, joint venture investments and goodwill and intangibles

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4842-6821-1633.3

EX-10.2

Exhibit 10.2

COOPER-STANDARD HOLDINGS INC.

CASH SETTLED PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), which relates to a grant of performance-vested Restricted Stock Units (“PUs”) made on Grant Date (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

RECITALS:

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the PUs provided for herein to the Participant pursuant to the Plan, and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.    Grant. The Company hereby grants to the Participant Number of Awards Granted PUs on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such PUs are referred to as the “Target PUs.” The Participant’s rights with respect to the PUs will remain forfeitable at all times prior to the date such PUs vest as described in Section 4.

2.    Performance Period and Goal. The vesting of the PUs is subject to the achievement of the performance goal (the “Performance Goal”) indicated in Section 2(b) during the Performance Period (as defined below).

(a)    Performance Period. The performance period (the “Performance Period”) for this Award is the three–year period commencing on January 1, 2023 and ending on December 31, 2025.

(b)     Performance Goal. The Performance Goal is the Company’s Total Shareholder Return (TSR) (as defined in Exhibit A) for the three-year Performance Period. The Performance Goal will be met at “target” if the Company’s TSR is at the 50th percentile of the Comparator Group. Exhibit A lists the companies in the Comparator Group and sets forth the methodology to be used in calculating TSR.

The Performance Goal will be met at “threshold” if the Company’s TSR is at the 25th percentile of the Comparator Group. There is no payout for performance below the threshold level. The Performance Goal will be met at “maximum” if the Company’s TSR is at the 75th percentile of the Comparator Group. Performance between threshold and target, or between target and maximum, shall be interpolated. Notwithstanding the preceding: (i) if the Company’s absolute TSR over the Performance Period is negative, earnout will be capped at 100% of target, and (ii) in no event may the value of the PUs at vesting exceed 600% of the value of the Target PUs on the Date of Grant (the “Value Cap”).

3.    Restrictions on Transfer. In accordance with the Plan, the Participant shall have the right to designate a beneficiary to receive the PUs that will vest upon, or be settled

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following, the Participant's death, all in the manner and to the extent set forth in this Agreement. The designation may be changed at any time. If no Designation of Beneficiary is made, then any PUs that will vest at the time of death of the Participant, and any previously vested PUs that have not yet been settled as of the date of death of the Participant, shall be paid to the Participant’s estate. The Participant cannot otherwise sell, transfer, or dispose of or pledge or hypothecate or assign the unvested PUs or the Shares underlying the vested PUs prior to the date on which such vested PUs are settled pursuant to Section 5 (collectively, the “Transfer Restrictions”).

4.    Vesting; Determination of Actual Achieved PUs; Termination of Employment.

(a) Determination of Actual Achieved PUs. As soon as practical after the end of the Performance Period (and in all events during the calendar year immediately following the end of the Performance Period), the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, the number of Actual Achieved PUs will be determined as follows:

If Performance Goal is Met at*:	Relative TSR	Then Potential Number of PUs is:
Threshold	25th Percentile	50% of Target PUs
Target	Median	100% of Target PUs
Maximum**	75th Percentile	200% of Target PUs

*If the Performance Goal is achieved between threshold and target, or between target and maximum, the percent of Target PUs that are considered potentially vested will be interpolated. There is no payout for performance below the threshold level.

** If the Company’s absolute TSR over the Performance Period is negative, earnout will be capped at 100% of target. Further, and if applicable, the Value Cap shall apply.

The Committee may then exercise its discretion to adjust the potential number of PUs either upwards or downwards. The total number of PUs, after adjustment (if any), so determined by the Committee shall be considered Actual Achieved PUs as of the date of such Committee determination (the “Determination Date”).

(b) Vesting. Except as set forth in subsection (c) or (d), the Actual Achieved PUs (as determined pursuant to Section 4(a)) will vest only if the Participant continues in Employment with the Company or its Affiliates until the end of the Performance Period.

(c) Termination of Employment. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the PUs shall be canceled by the Company without consideration; provided that:

(i) upon termination of the Participant’s Employment due to the Participant’s death or Disability prior to the end of the Performance Period, the Target PUs shall be considered Actual Achieved PUs and shall vest in full on the date of such Employment termination;

(ii) upon termination of the Participant’s Employment due to the Participant’s death or Disability after the end of the Performance Period, the Actual Achieved PUs shall vest in full on the date of such Employment termination (or if later, as of the Determination Date);

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(iii) if the Participant’s Employment terminates for Retirement prior to the end of the Performance Period, then a number of PUs equal to (x) the total number of PUs determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of Employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Determination Date;

(iv) if the Participant’s Employment terminates for Retirement after the end of the Performance Period, the Actual Achieved PUs shall vest in full on the date of such Employment termination (or if later, as of the Determination Date); and

(v) in the case of any of the foregoing, any remaining unvested PUs shall be canceled by the Company without consideration.

(d) Change of Control. Notwithstanding the foregoing, in the event of a Change of Control:

(i) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and conditions, then the following will apply:

(A) If the Change of Control occurs during the first calendar year of the Performance Period, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the first calendar year of the Performance Period (including after the end of the Performance Period), then the Actual Achieved PUs will remain available for vesting under this Award.

(B) Each PU determined under clause (A) above that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control.

(C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, or due to death or Disability, or (2) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested in full. Upon termination of the Participant’s Employment following such a Change in Control due to Retirement, the provisions of Section 4(c) shall apply.

(ii) To the extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of the Change of Control, the Target PUs or Actual Achieved PUs, as applicable (determined in the manner set forth in clause (i)(A) above), shall become immediately and fully vested.

    5.    Settlement.

(a) General. Except as otherwise provided in Section 5(b) or (c), as soon as practicable after the Determination Date, the Company will settle the vested Actual Achieved PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the Determination Date, of a number of Shares equal to the number of Actual Achieved PUs that have vested

(b) Payment Upon Termination. If the Participant’s Employment with the Company terminates and such termination triggers the accelerated vesting of the PUs hereunder, then as

3

4842-6821-1633.3

soon as practicable after the Determination Date, the Company will settle such vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the date of termination, of a number of Shares equal to the number of PUs that have vested. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.

Notwithstanding any other provision in the Plan or this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service (for reasons other than death), then settlement of such vested PUs shall occur on the date that is six months after the date of the Participant’s separation from service to the extent necessary to comply with Code Section 409A.

(c) Payment Upon Change in Control. If payment is triggered pursuant to Section 4(d)(ii), then as soon as practicable after the Change in Control, the Company will settle the vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the date of the Change in Control, of a number of Shares equal to the number of vested PUs

6.    No Voting Rights; Dividend Equivalents. The Participant shall not have voting rights with respect to the Shares underlying the PUs. If any dividends or other distributions are paid with respect to the Shares underlying the PUs, the Participant shall be credited with additional performance units equal to the number of Shares that the Participant would have received had the PUs been actual Shares, so long as the applicable record date occurs on or after the Date of Grant and before such PUs are forfeited or settled; and further provided that such performance units shall be deemed PUs subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the PUs to which such dividends or other distributions relate.

7.    No Right to Continued Employment or Future Awards. The granting of the PUs shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the PUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan to the Participant in the future.

8.    Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold from amounts otherwise payable hereunder any applicable withholding taxes in respect of the PUs and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes.

9.    Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.

10.    Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

11.    Performance Units Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The PUs are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern.

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4842-6821-1633.3

12.    Recoupment. This Award and the compensation received by the Participant under this Award shall be subject to the terms of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.

13.    Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or results in cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

14.    Committee Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement or the Plan, and any determination made by the Committee under this Agreement or the Plan, will be final, binding and conclusive.

15.    Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other related materials (“Data”) by and among, as applicable, the Company and its affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Company's affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity-based awards and other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Participant understands that Data will be transferred to a designated third party external broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States or otherwise) may have different data privacy laws and regulations and thus the level of data protection provided may not be equivalent to the one offered in Participant’s country of residence.

Where Data are to be transferred to a Third Country, as defined in the EU General Data Protection Regulation (GDPR) no. 2016/679, or an international organization, the Company and its affiliates shall ensure that the level of data protection offered is equivalent to the one offered in the Participant’s country of residence, especially if such country is part of the European Economic Area; such level shall be in particular guaranteed, by implementing adequate safeguards in the form of contractual arrangements between the Company and such third parties recipients; in particular by executing appropriate Standard Contractual Clauses (SCCs) as adopted and published by the European Commission for that purpose. The Participant

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4842-6821-1633.3

understands that if the Participant resides outside the United States, the Participant may request at any given time a list with the names and addresses of any potential third-party recipients of the Data by contacting the Participant’s local human resources representative.

The Participant authorizes the Company, the Company's selected broker and any other third-party recipients which assist the Company with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Participant’s participation in the Plan. A list of such third-party recipients is available upon request. The Company undertakes to provide prior notice to the Participant of any changes to the aforementioned list of third-party recipients; such changes to third-party recipients will be accepted by the Participant unless reasonably objected to for just cause. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan in accordance with applicable data protection laws and regulations, as well as the Company’s policies on the retention and disposal of records in effect from time to time. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost and without providing any reason for such a withdrawal, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a free and purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant equity-based awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s local human resources representative. The Participant is also entitled to lodge a complaint with the competent supervisory authorities should he or she not receive a reply or otherwise not be satisfied with a reply received by the Company concerning the exercise of his or her aforementioned rights.

16.    Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COOPER-STANDARD HOLDINGS INC.

By:

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4842-6821-1633.3

Agreed and acknowledged as of the date first above written:

Participant: Participant Name

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4842-6821-1633.3

Exhibit A

•TSR Calculation Methodology: As follows:

TSR Beginning Stock Price Calculation – average closing stock price for the 20 trading days immediately prior to the beginning of the Performance Period (for the Company and the Comparator Group companies)

TSR Ending Stock Price Calculation – average closing stock price for the last 20 trading days of the Performance Period (for the Company and the Comparator Group companies)

Treatment of Dividends in TSR Calculation – TSR calculation will assume reinvestment of dividends on the ex-dividend date (for the Company and the Comparator Group companies, where applicable)

Exchange Rate - TSR and dividends (if applicable) of companies in the Comparator Group that are traded on international exchanges will be converted to USD using a published exchange rate on (1) each trading day prior to the beginning of the Performance Period to determine TSR Beginning Stock Price and (2) each trading day during the end of the Performance Period to determine TSR Ending Stock Price.

•Comparator Group: The Comparator Group comprises the following 18 companies:

Adient plc	American Axle & Manufacturing Holdings, Inc.	Aptiv PLC
Autoliv, Inc.	BorgWarner Inc.	Dana Incorporated
Gentex Corporation	Gentherm	LCI Industries
Lear Corporation	Linamar Corporation	Magna International Inc.
Martinrea International Inc.	Standard Motor Products Inc.	Stoneridge, Inc.
The Goodyear Tire & Rubber Company	TI Fluid Systems plc	Visteon Corporation

•Changes in the Comparator Group During Performance Period: The Comparator Group will be fixed based on the constituents at the beginning of the Performance Period; the following adjustments will apply to ensure a balanced/fair assessment of relative performance:

Comparator Group companies that are acquired/merged during the Performance Period will be removed when calculating the Company’s relative TSR percentile rank

Comparator Group companies that file for bankruptcy during the Performance Period would be treated as the worst performers for purposes of determining the Company’s relative TSR percentile rank

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4842-6821-1633.3

EX-10.3

Exhibit 10.3

COOPER-STANDARD HOLDINGS INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), which relates to a grant of Restricted Stock Units (“RSUs”) made on Grant Date (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

RECITALS:

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the RSUs provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.    Grant. The Company hereby grants to the Participant Number of Awards Granted RSUs on the terms and conditions set forth in this Agreement. The Participant’s rights with respect to the RSUs will remain forfeitable at all times prior to vesting as described in this Agreement.

2. Restrictions on Transfer. In accordance with the Plan, the Participant shall have the right to designate a beneficiary to receive the RSUs that will vest upon, or be settled following, the Participant's death, all in the manner and to the extent set forth in this Agreement.  The designation may be changed at any time.  If no Designation of Beneficiary is made, then any RSUs that will vest at the time of death of the Participant, and any previously vested RSUs that have not yet been settled as of the date of death of the Participant, shall be paid to the Participant’s estate.  The Participant cannot otherwise sell, transfer, or dispose of or pledge or hypothecate or assign the unvested RSUs or the Shares underlying the vested RSUs prior to the date on which such vested RSUs are settled pursuant to Section 4 (collectively, the “Transfer Restrictions”).

3.    Vesting; Termination of Employment.

(a) Vesting. Subject to the Participant’s continued Employment with the Company or its Affiliates through the applicable vesting date, one-third of the RSUs shall vest on each of the first three anniversaries of the March 1st on, or next following, the Date of Grant (each, a “Vesting Date”).

(b) Termination of Employment. If the Participant’s Employment with the Company and its Affiliates terminates for any reason other than the Participant’s death, Disability or Retirement, then the RSUs shall, to the extent not then vested, be canceled by the Company without consideration. Upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Participant shall become immediately vested as of the date of such termination of the Participant’s Employment in any RSUs subject to this Agreement not otherwise then vested. Upon termination of the Participant’s Employment due to the Participant’s Retirement between the Grant Date and a Vesting Date, or between Vesting Dates, a pro rata portion of the RSUs (in addition to any RSUs that have already vested due to continued Employment through one or more Vesting Dates) will be deemed vested as of the date of such termination. Such pro rata portion will be equal to the product of the total number of RSUs that are subject to immediate vesting on the following Vesting Date multiplied by a fraction equal to: (i) the number of days of Employment that have elapsed since the most recent Vesting Date (or the March 1st on, or next following, the Date of Grant if no Vesting Dates have passed) through the date of such termination; divided by (ii) 365. Any remaining RSUs shall be canceled by the Company without consideration. For purposes hereof, the RSUs that vest upon a Participant’s termination of Employment shall be paid only upon the Participant’s separation from service within the meaning of Code Section 409A.

(c) Change of Control. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:

1

(i) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the RSUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Restricted Stock Unit that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the RSUs been actual shares immediately prior to such Change of Control. Upon termination of the Participant’s Employment (A) by the Company and its Affiliates without Cause or (B) if the Participant is then or was at the time of the Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become fully vested.

(ii) To the extent the Survivor does not assume the RSUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of the Change of Control, all of the RSUs shall become immediately and fully vested.

4.    Settlement.

(a) General. Except as otherwise provided in Section 4(b), as soon as practicable after RSUs vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested RSUs by making an appropriate book entry in the Participant’s name for a number of Shares equal to the number of RSUs that have vested. The Transfer Restrictions applicable to any Shares issued in respect of the RSUs shall lapse upon such issuance.

(b) Six-Month Delay for Specified Employees. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the RSUs become vested as a result of the Participant’s separation from service other than as a result of death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested RSUs shall occur on the date that is six months after the date of the Participant’s separation from service to the extent necessary to comply with Code Section 409A.

(c) Restrictions. The Company shall not be liable to the Participant for damages relating to any delays in making an appropriate book entry, or any mistakes or errors in the making of the book entry, provided that the Company shall correct any such errors caused by it. Any such book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may make an appropriate book entry notation to make appropriate reference to such restrictions.

5.    No Voting Rights; Dividend Equivalents. The Participant shall not have voting rights with respect to the Shares underlying the RSUs unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall be credited with an amount of cash equivalent to any dividends or other distributions paid with respect to the Shares underlying the RSUs, so long as the applicable record date occurs on or after the Date of Grant and before such RSUs are forfeited or settled; provided that such cash amounts shall be subject to the same risk of forfeiture as the RSUs to which such amounts relate. If, however, any dividends or other distributions with respect to the Shares underlying the RSUs are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the RSUs been actual Shares, and such restricted stock units shall be deemed RSUs subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the RSUs to which such dividends or other distributions relate. Any amounts due to the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the RSUs to which such dividends or other distributions relate.

6.    No Right to Continued Employment or Future Awards. The granting of the RSUs shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the RSUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan to the Participant in the future.

7.    Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold any applicable withholding taxes in respect of the RSUs or any transfer under or with respect to the

2

RSUs and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes, including by deducting cash (or requiring an Affiliate to deduct cash) from any payments of any kind otherwise due to the Participant, or withholding Shares otherwise deliverable hereunder to satisfy such tax obligations.

8.    Securities Laws. Upon the acquisition of any Shares pursuant to the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

9.    Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.

10.    Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

11.    RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern.

12.    Recoupment. This Award, and any compensation received by the Participant under this Award, shall be subject to the terms of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.

13.    Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or that results in the cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for: (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

14.    Committee Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement or the Plan, and any determination made by the Committee under this Agreement or the Plan, will be final, binding and conclusive.

15.    Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other option grant materials (“Data”) by and among, as applicable, the Company and its affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Company's affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Participant understands that Data will be transferred to a designated third party external broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be

3

located in the United States or elsewhere, and that the recipient’s country (e.g., the United States or otherwise) may have different data privacy laws and regulations and thus the level of data protection provided may not be equivalent to the one offered in Participant’s country of residence.

Where Data are to be transferred to a Third Country, as defined in the EU General Data Protection Regulation (GDPR) no. 2016/679, or an international organization, the Company and its affiliates shall ensure that the level of data protection offered is equivalent to the one offered in the Participant’s country of residence, especially if such country is part of the European Economic Area; such level shall be in particular guaranteed, by implementing adequate safeguards in the form of contractual arrangements between the Company and such third parties recipients; in particular by executing appropriate Standard Contractual Clauses (SCCs) as adopted and published by the European Commission for that purpose. The Participant understands that if the Participant resides outside the United States, the Participant may request at any given time a list with the names and addresses of any potential third-party recipients of the Data by contacting the Participant’s local human resources representative.

The Participant authorizes the Company, the Company's selected broker and any other third-party recipients which assist the Company with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Participant’s participation in the Plan. A list of such third-party recipients is available upon request. The Company undertakes to provide prior notice to the Participant of any changes to the aforementioned list of third-party recipients; such changes to third-party recipients will be accepted by the Participant unless reasonably objected to for just cause. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan in accordance with applicable data protection laws and regulations, as well as the Company’s policies on the retention and disposal of records in effect from time to time. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost and without providing any reason for such a withdrawal, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a free and purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant options or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s local human resources representative. The Participant is also entitled to lodge a complaint with the competent supervisory authorities should he or she does not receive a reply or is not otherwise satisfied with a reply received by the Company concerning the exercise of his/her aforementioned rights.

16.    Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COOPER-STANDARD HOLDINGS INC.

By:

4

Agreed and acknowledged as of the date first above written:

Participant: Participant Name

5

6

EX-31.1

Exhibit 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)

I, Jeffrey S. Edwards, certify that:

1 I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2023	By:	/S/ JEFFREY S. EDWARDS
		Jeffrey S. Edwards
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 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)

I, Jonathan P. Banas, certify that:

1 I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2023	By:	/S/ JONATHAN P. BANAS
		Jonathan P. Banas
		Chief Financial Officer
		(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this quarterly report of Cooper-Standard Holdings Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1 The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2023	By:	/S/ JEFFREY S. EDWARDS
		Jeffrey S. Edwards
		Chief Executive Officer
		(Principal Executive Officer)
		/S/ JONATHAN P. BANAS
		Jonathan P. Banas
		Chief Financial Officer
		(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Apr. 27, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-36127
Entity Registrant Name	COOPER-STANDARD HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1945088
Entity Address, Address Line One	40300 Traditions Drive
Entity Address, City or Town	Northville
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48168
City Area Code	248
Local Phone Number	596-5900
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,138,518
Entity Central Index Key	0001320461
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true
Document Information [Line Items]
No Trading Symbol Flag	true
Security Exchange Name	NYSE
Title of 12(b) Security	Preferred Stock Purchase Rights
Common Stock [Member]
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS
Security Exchange Name	NYSE
Document Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Sales	$ 682,458	$ 612,984
Cost of products sold	640,630	591,442
Gross profit	41,828	21,542
Selling, administration & engineering expenses	52,089	51,904
Gain on sale of fixed assets, net	0
Amortization of intangibles	1,807	1,746
Restructuring charges	2,379	7,831
Impairment charges	0	455
Operating loss	(14,447)	(40,394)
Interest expense, net of interest income	(30,220)	(18,177)
Equity in losses of affiliates	(198)	(1,356)
Loss on refinancing and extinguishment of debt	(81,885)	0
Other expense, net	(4,004)	(1,211)
Loss before income taxes	(130,754)	(61,138)
Income tax expense	358	652
Net loss	(131,112)	(61,790)
Net loss attributable to noncontrolling interests	745	430
Net loss attributable to Cooper-Standard Holdings Inc.	$ (130,367)	$ (61,360)
Earnings per share
Basic	$ (7.57)	$ (3.58)
Diluted	$ (7.57)	$ (3.58)

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net loss	$ (131,112)	$ (61,790)
Currency translation adjustment	(93)	8,365
Benefit plan liabilities adjustment, net of tax	100	984
Fair value change of derivatives, net of tax	2,343	2,431
Other comprehensive income, net of tax	2,350	11,780
Comprehensive loss	(128,762)	(50,010)
Comprehensive loss attributable to noncontrolling interests	768	441
Comprehensive loss attributable to Cooper-Standard Holdings Inc.	$ (127,994)	$ (49,569)

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 105,840	$ 186,875
Accounts receivable, net	393,717	358,700
Tooling receivable, net	100,668	95,965
Inventories	172,491	157,756
Prepaid expenses	28,295	31,170
Income tax receivable and refundable credits	13,670	13,668
Other current assets	123,099	101,515
Total current assets	937,780	945,649
Property, plant and equipment, net	638,473	642,860
Operating lease right-of-use assets, net	91,990	94,571
Goodwill	142,024	142,023
Intangible assets, net	45,883	47,641
Other assets	86,917	90,785
Total assets	1,943,067	1,963,529
Current liabilities:
Debt payable within one year	52,813	54,130
Accounts payable	390,861	338,210
Payroll liabilities	120,158	99,029
Accrued liabilities	146,292	119,463
Current operating lease liabilities	20,132	20,786
Total current liabilities	730,256	631,618
Long-term debt	996,822	982,054
Pension benefits	100,324	98,481
Postretirement benefits other than pensions	30,909	31,014
Long-term operating lease liabilities	75,586	77,617
Other liabilities	36,000	41,553
Total liabilities	1,969,897	1,862,337
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
Additional paid-in capital	508,238	507,498
Retained deficit	(320,198)	(189,831)
Accumulated other comprehensive loss	(207,598)	(209,971)
Total Cooper-Standard Holdings Inc. equity	(19,541)	107,713
Noncontrolling interests	(7,289)	(6,521)
Total equity	(26,830)	101,192
Total liabilities and equity	$ 1,943,067	$ 1,963,529

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	19,204,327	19,173,838
Common stock, shares outstanding	17,138,518	17,108,029

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Cooper Standard Holdings Inc Equity [Member]	Noncontrolling Interest [Member]
Beginning balance (shares) at Dec. 31, 2021		16,991,979
Beginning balance at Dec. 31, 2021	$ 331,360	$ 17	$ 504,497	$ 25,553	$ (205,184)	$ 324,883	$ 6,477
Share-based compensation, Shares		69,716
Share-based compensation, net	437		437	0		437
Deconsolidation of noncontrolling interest	(11,007)						(11,007)
Net income (loss)	(61,790)			(61,360)		(61,360)	(430)
Other Comprehensive Income (Loss), Net of Tax	11,780				11,791	11,791	(11)
Ending balance (shares) at Mar. 31, 2022		17,061,695
Ending balance at Mar. 31, 2022	$ 270,780	$ 17	504,934	(35,807)	(193,393)	275,751	(4,971)
Beginning balance (shares) at Dec. 31, 2022	17,108,029	17,108,029
Beginning balance at Dec. 31, 2022	$ 101,192	$ 17	507,498	(189,831)	(209,971)	107,713	(6,521)
Share-based compensation, Shares		30,489
Share-based compensation, net	740		740	0		740
Net income (loss)	(131,112)			(130,367)		(130,367)	(745)
Other Comprehensive Income (Loss), Net of Tax	$ 2,350				2,373	2,373	(23)
Ending balance (shares) at Mar. 31, 2023	17,138,518	17,138,518
Ending balance at Mar. 31, 2023	$ (26,830)	$ 17	$ 508,238	$ (320,198)	$ (207,598)	$ (19,541)	$ (7,289)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating Activities:
Net loss	$ (131,112)	$ (61,790)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation	26,175	30,387
Amortization of intangibles	1,807	1,746
Gain on sale of fixed assets, net	0
Impairment charges	0	455
Share-based compensation expense	1,467	584
Equity in losses of affiliates, net of dividends related to earnings	198	1,356
Loss on refinancing and extinguishment of debt	81,885	0
Deferred income taxes	367	(511)
Other	1,206	509
Changes in operating assets and liabilities	48,386	15,051
Net cash provided by (used in) operating activities	30,379	(12,213)
Investing activities:
Capital expenditures	(29,263)	(32,314)
Proceeds from Sale of Other Assets	0	50,008
Other	232	2,377
Net cash (used in) provided by investing activities	(29,031)	20,071
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs	927,450	0
Repayment and refinancing of long-term debt	(927,046)	0
Principal payments on long-term debt	(755)	(1,429)
Decrease in short-term debt, net	(1,312)	(1,667)
Debt issuance costs and other fees	(73,965)	0
Taxes withheld and paid on employees' share-based payment awards	(195)	(523)
Other	163	646
Net cash used in financing activities	(75,660)	(2,973)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(2,850)	5,123
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total	(77,162)	10,008
Cash, cash equivalents and restricted cash at beginning of period	192,807	251,128
Cash, cash equivalents and restricted cash at end of period	$ 115,645	$ 261,136

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Reconciliation of Cash, Cash Equivalents and Restricted Cash [Abstract]
Cash and cash equivalents	$ 105,840	$ 186,875
Restricted cash included in other current assets	8,912	4,650
Restricted cash included in other assets	893	1,282
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 115,645	$ 192,807

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Overview

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Overview

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 (consisting of fuel and brake delivery and fluid transfer) systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

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 (the “2022 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 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.

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Recently Adopted Accounting Pronouncements

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

Standard	Description	Effective Date
ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations	Requires enhanced disclosures about a buyer’s use of supplier finance programs. Supplier finance programs may also be referred to as reverse factoring, payables finance, or structured payables arrangements.	January 1, 2023

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Deconsolidation and Divestiture

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

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.

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Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

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.

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
Passenger and Light Duty	$	314,587	$	125,368	$	103,404	$	21,513	$	—	$	564,872
Commercial	3,674		5,923		347		6		1,657		11,607
Other	3,633		123		2		—		32,747		36,505
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 (consisting of fuel and brake delivery and fluid transfer) systems for use in passenger vehicles and light trucks manufactured by global OEMs.

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
Fuel and Brake Delivery Systems	Sense, deliver and control fluids to fuel and brake systems
Fluid Transfer Systems	Sense, deliver and control fluids and vapors for optimal powertrain & HVAC operation

Revenue by product line 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

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

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.

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
Contract assets	$	275	$	530	$	(255)
Contract liabilities	(15)		(15)		—
Net contract assets (liabilities)	$	260	$	515	$	(255)

Other

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

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

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Restructuring

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

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

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.

Restructuring charges by segment for the three months ended March 31, 2023 and 2022 was 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

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

	Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2022	$	13,185	$	6,383	$	19,568
Expense	1,816		563		2,379
Cash payments	(2,630)		(1,258)		(3,888)
Foreign exchange translation and other	70		11		81
Balance as of March 31, 2023	$	12,441	$	5,699	$	18,140

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Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of the following:

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

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Leases

3 Months Ended

Mar. 31, 2023

Lease Expense Components [Abstract]

Lessee, Operating Leases

Leases

The Company primarily has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets. Finance leases are included in property, plant and equipment, net, debt payable within one year, and long-term debt on the Company’s condensed consolidated balance sheets.

The components of lease expense were as follows:

	Three Months Ended March 31,				Three Months Ended March 31,
	2023		2022		2023		2022
Operating lease expense	$	6,954	$	7,827	$	21,578	$	23,258
Short-term lease expense	1,413		1,719		3,558		5,324
Variable lease expense	326		191		792		620
Finance lease expense:
Amortization of right-of-use assets	523		519		1,500		1,586
Interest on lease liabilities	318		356		980		1,094
Total lease expense	$	9,534	$	10,612	$	28,408	$	31,882

Other information related to leases was as follows:

	Three Months Ended March 31,
	2023			2022
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	21,944		$	25,641
Operating cash flows for finance leases	988			1,093
Financing cash flows for finance leases	1,488			1,677
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases	11,012			14,968
Finance leases	128			606
Weighted Average Remaining Lease Term (in years)
Operating leases	7.4			7.6
Finance leases	9.1			9.9
Weighted Average Discount Rate
Operating leases	6.1		%	5.7		%
Finance leases	5.9		%	5.8		%

Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows:

Year	Operating Leases		Finance Leases
Remainder of 2023	$	6,567	$	756
2024	24,425		3,059
2025	18,619		3,250
2026	15,136		3,274
2027	11,060		3,033
Thereafter	48,714		16,396
Total future minimum lease payments	124,521		29,768
Less imputed interest	(25,127)		(7,015)
Total	$	99,394	$	22,753

Amounts recognized on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023		December 31, 2022
Operating Leases
Operating lease right-of-use assets, net	$	91,990	$	111,052
Current operating lease liabilities	20,132		22,552
Long-term operating lease liabilities	75,586		92,760
Finance Leases
Property, plant and equipment, net	22,260		25,690
Debt payable within one year	2,067		2,153
Long-term debt	20,686		23,590

As of March 31, 2023, the Company had additional leases, primarily for real estate, that had not yet commenced with undiscounted lease payments of approximately $3,163.

Lessee, Finance Leases

Leases

The Company primarily has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets. Finance leases are included in property, plant and equipment, net, debt payable within one year, and long-term debt on the Company’s condensed consolidated balance sheets.

The components of lease expense were as follows:

	Three Months Ended March 31,				Three Months Ended March 31,
	2023		2022		2023		2022
Operating lease expense	$	6,954	$	7,827	$	21,578	$	23,258
Short-term lease expense	1,413		1,719		3,558		5,324
Variable lease expense	326		191		792		620
Finance lease expense:
Amortization of right-of-use assets	523		519		1,500		1,586
Interest on lease liabilities	318		356		980		1,094
Total lease expense	$	9,534	$	10,612	$	28,408	$	31,882

Other information related to leases was as follows:

	Three Months Ended March 31,
	2023			2022
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	21,944		$	25,641
Operating cash flows for finance leases	988			1,093
Financing cash flows for finance leases	1,488			1,677
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases	11,012			14,968
Finance leases	128			606
Weighted Average Remaining Lease Term (in years)
Operating leases	7.4			7.6
Finance leases	9.1			9.9
Weighted Average Discount Rate
Operating leases	6.1		%	5.7		%
Finance leases	5.9		%	5.8		%

Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows:

Year	Operating Leases		Finance Leases
Remainder of 2023	$	6,567	$	756
2024	24,425		3,059
2025	18,619		3,250
2026	15,136		3,274
2027	11,060		3,033
Thereafter	48,714		16,396
Total future minimum lease payments	124,521		29,768
Less imputed interest	(25,127)		(7,015)
Total	$	99,394	$	22,753

Amounts recognized on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023		December 31, 2022
Operating Leases
Operating lease right-of-use assets, net	$	91,990	$	111,052
Current operating lease liabilities	20,132		22,552
Long-term operating lease liabilities	75,586		92,760
Finance Leases
Property, plant and equipment, net	22,260		25,690
Debt payable within one year	2,067		2,153
Long-term debt	20,686		23,590

As of March 31, 2023, the Company had additional leases, primarily for real estate, that had not yet commenced with undiscounted lease payments of approximately $3,163.

XML

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property, Plant and Equipment

Property, plant and equipment consists of the following:

	March 31, 2023		December 31, 2022
Land and improvements	$	43,422	$	44,495
Buildings and improvements	269,144		285,240
Machinery and equipment	1,169,187		1,269,330
Construction in progress	67,362		80,868
	1,549,115		1,679,933
Accumulated depreciation	(910,642)		(895,585)
Property, plant and equipment, net	$	638,473	$	784,348

During the three months ended March 31, 2023, the Company recorded impairment charges of $0 and $0, respectively, primarily due to idle assets in Europe and North America. The fair value was determined using salvage value. During the three months ended March 31, 2022, the Company recorded impairment charges of $455 and $455, respectively, due to idle assets, primarily in certain North American and European locations. The fair value was determined using salvage value.

The deconsolidation of a joint venture during the three months ended March 31, 2022 included the removal of property, plant and equipment with gross carrying value of $29,590 and accumulated depreciation of $11,625, which is reflected in the balance sheet as of March 31, 2023.

In the first quarter of 2022, the Company closed on a sale-leaseback transaction related to one of its European facilities. The sale-leaseback was effective and control transferred to the Company on April 1, 2022. During the three months ended March 31, 2023, the Company recorded a gain on the sale transaction of $0. The transaction included the removal of property, plant and equipment with a gross carrying value of $16,890 and accumulated depreciation of $4,013, which is reflected in the balance sheet as of March 31, 2023.

XML

Goodwill and Intangibles

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2023 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

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.

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

XML

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

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

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

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 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.

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, 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.

The First 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 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 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 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.

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.

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.

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.

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.

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 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. 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, 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;

•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 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. 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.

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, 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 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

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.

Debt Covenants

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

Other Financing

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

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 Notes and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €120 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires in December 2023.

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

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

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

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

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

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Fair Value Measurements and Financial Instruments

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Financial Instruments

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 and December 31, 2022 were as follows:

	March 31, 2023		December 31, 2022		Input
Forward foreign exchange contracts - other current assets	$	10,851	$	8,643	Level 2
Forward foreign exchange contracts - accrued liabilities	13		—		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 Notes, 2026 Senior Notes, 2024 Senior Secured Notes and Term Loan Facility were as follows:

	March 31, 2023		December 31, 2022
Aggregate fair value	$	832,800	$	744,010
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.

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, 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.

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 and December 31, 2022, the notional amount of these contracts was $99,096 and $135,285, respectively, and consisted of hedges of cash flow transactions extending out to December 2023.

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

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

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Pension and Postretirement Benefits other than Pensions

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Pension and Postretirement Benefits other than Pensions

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 (income) cost is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit (income) cost are included in other income (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. As part of the termination process, the Company expects to settle benefit obligations under the U.S. Pension Plan through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations and administration will be transferred to a third-party insurance company. Such settlements will be funded primarily from plan assets. Ultimate settlement of benefit obligations is dependent upon the participants’ elections. As of March 31, 2023 and December 31, 2022, the U.S. Pension Plan was underfunded under U.S. generally accepted accounting principles by $5,824 and $5,759, respectively.

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Other Income (Expense), Net

3 Months Ended

Mar. 31, 2023

Other Income and Expenses [Abstract]

Other (Expense) Income, Net

Other Income (Expense), Net

The components of other income (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.

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Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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 and 2022 were as follows:

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

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

The income tax rate for the three months ended March 31, 2023 and 2022 varied from the U.S. statutory rate primarily due to the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, 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.

The Company, or one of its subsidiaries, files income tax returns in the United States and other foreign jurisdictions. During the examination of our 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 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 the process of contesting the matter. Currently, the protest for the 2015-2018 tax years has been submitted to the IRS’s administrative appeals office. 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. 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 is less than $15,000. The Company intends to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if necessary, through litigation.

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

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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

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.

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
Net loss available to Cooper-Standard Holdings Inc. common stockholders	$	(130,367)	$	(61,360)
Basic weighted average shares of common stock outstanding	17,229,423		17,136,411
Dilutive effect of common stock equivalents	—		—
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.	$	(7.57)	$	(3.58)
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.	$	(7.57)	$	(3.58)

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

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

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
Foreign currency translation adjustment
Balance at beginning of period	$	(158,023)		$	(138,751)
Other comprehensive income (loss) before reclassifications	(70)		(1)	8,670		(1)
Amounts reclassified from accumulated other comprehensive loss	—			(294)
Balance at end of period	$	(158,093)		$	(130,375)
Benefit plan liabilities
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 end of period	$	(60,151)		$	(64,319)
Fair value change of derivatives
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 end of period	$	10,646		$	1,301
Accumulated other comprehensive loss, ending balance	$	(207,598)		$	(193,393)

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

(2)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 and amortization of prior service cost of $49, net of tax of $4.

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Common Stock	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Common Stock	Common StockShare 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, 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 or 2022.

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Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe 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, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. As of March 31, 2023 and December 31, 2022, the Company had approximately $10,062 and $10,817, respectively, reserved in accrued liabilities and other liabilities on 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.

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Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting Disclosure

Segment Reporting

The Company’s automotive business is organized in the following reportable segments: North America, Europe, Asia Pacific and South America. All other business activities are reported in Corporate, eliminations and other. The Company’s principal products within each of the reportable segments are sealing, fuel and brake delivery, and fluid transfer systems.

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

	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

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Overview (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of presentation

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 (consisting of fuel and brake delivery and fluid transfer) systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

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 (the “2022 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 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.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

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
Passenger and Light Duty	$	314,587	$	125,368	$	103,404	$	21,513	$	—	$	564,872
Commercial	3,674		5,923		347		6		1,657		11,607
Other	3,633		123		2		—		32,747		36,505
Revenue	$	321,894	$	131,414	$	103,753	$	21,519	$	34,404	$	612,984

Revenue by product line 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

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

Contract with Customer, Asset and Liability [Table Text Block]

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
Contract assets	$	275	$	530	$	(255)
Contract liabilities	(15)		(15)		—
Net contract assets (liabilities)	$	260	$	515	$	(255)

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Summary of Activity of Restructuring

Restructuring charges by segment for the three months ended March 31, 2023 and 2022 was 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

Schedule of Restructuring Reserve by Type of Cost

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

	Employee Separation Costs		Other Exit Costs		Total
Balance as of December 31, 2022	$	13,185	$	6,383	$	19,568
Expense	1,816		563		2,379
Cash payments	(2,630)		(1,258)		(3,888)
Foreign exchange translation and other	70		11		81
Balance as of March 31, 2023	$	12,441	$	5,699	$	18,140

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Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consist of the following:

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

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consists of the following:

	March 31, 2023		December 31, 2022
Land and improvements	$	43,422	$	44,495
Buildings and improvements	269,144		285,240
Machinery and equipment	1,169,187		1,269,330
Construction in progress	67,362		80,868
	1,549,115		1,679,933
Accumulated depreciation	(910,642)		(895,585)
Property, plant and equipment, net	$	638,473	$	784,348

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Goodwill and Intangibles (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Carrying Amount of Goodwill by Reportable Operating Segment

Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2023 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

Intangible Assets and Accumulated Amortization Balances

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

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Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Outstanding Debt

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

Receivables Outstanding Under Transfer Arrangements [Table Text Block]

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

Receivables Factored and Costs Incurred [Table Text Block]

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

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

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Fair Value Measurements and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Hierarchy Level for Company's Liabilities Measured

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 and December 31, 2022 were as follows:

	March 31, 2023		December 31, 2022		Input
Forward foreign exchange contracts - other current assets	$	10,851	$	8,643	Level 2
Forward foreign exchange contracts - accrued liabilities	13		—		Level 2

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

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

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

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

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

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

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

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

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Accounts Receivable Factoring (Tables)

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Receivables Outstanding Under Transfer Arrangements [Table Text Block]

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

Receivables Factored and Costs Incurred [Table Text Block]

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

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

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Pension and Postretirement Benefits other than Pensions (Tables)

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans

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

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Other Income (Expense), Net (Tables)

3 Months Ended

Mar. 31, 2023

Other Income and Expenses [Abstract]

Details of Components of Other Income Expense, Net

The components of other income (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.

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

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

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

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Net Income (Loss) Per Share Attributable to Cooper-Standard Holdings Inc. (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Basic and diluted net income per share attributable

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
Net loss available to Cooper-Standard Holdings Inc. common stockholders	$	(130,367)	$	(61,360)
Basic weighted average shares of common stock outstanding	17,229,423		17,136,411
Dilutive effect of common stock equivalents	—		—
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.	$	(7.57)	$	(3.58)
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.	$	(7.57)	$	(3.58)

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended March 31,
	2023			2022
Foreign currency translation adjustment
Balance at beginning of period	$	(158,023)		$	(138,751)
Other comprehensive income (loss) before reclassifications	(70)		(1)	8,670		(1)
Amounts reclassified from accumulated other comprehensive loss	—			(294)
Balance at end of period	$	(158,093)		$	(130,375)
Benefit plan liabilities
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 end of period	$	(60,151)		$	(64,319)
Fair value change of derivatives
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 end of period	$	10,646		$	1,301
Accumulated other comprehensive loss, ending balance	$	(207,598)		$	(193,393)

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

(2)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 and amortization of prior service cost of $49, net of tax of $4.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Information on Company's Business Segments

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

	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

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Deconsolidation and Divestiture (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Deconsolidation of Joint Venture	$ 0		$ (2,257)
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment	29,590		29,590
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	11,625		11,625
Proceeds from Sale of Other Assets	0		50,008
Gain on sale of fixed assets, net	$ 0	$ 33,391
Previously Consolidated Joint Venture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	51.00%
2022 Joint Venture Deconsolidation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Deconsolidation of Joint Venture			$ 2,257

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Revenue by end customer (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 682,458	$ 612,984
North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	365,127	321,894
Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	161,855	131,414
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	94,785	103,753
South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	28,841	21,519
Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	31,850	34,404
Passenger and Light Duty
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	635,772	564,872
Passenger and Light Duty | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	357,126	314,587
Passenger and Light Duty | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	155,193	125,368
Passenger and Light Duty | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	94,615	103,404
Passenger and Light Duty | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	28,838	21,513
Passenger and Light Duty | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Commercial [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	12,582	11,607
Commercial [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	4,105	3,674
Commercial [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	6,522	5,923
Commercial [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	170	347
Commercial [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	3	6
Commercial [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	1,782	1,657
Other Customers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	34,104	36,505
Other Customers [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	3,896	3,633
Other Customers [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	140	123
Other Customers [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	2
Other Customers [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other Customers [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 30,068	$ 32,747

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Revenue by type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 682,458	$ 612,984
North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	365,127	321,894
Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	161,855	131,414
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	94,785	103,753
South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	28,841	21,519
Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	31,850	34,404
Sealing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	351,135	311,832
Sealing systems [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	138,121	127,552
Sealing systems [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	130,975	105,134
Sealing systems [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	59,399	63,036
Sealing systems [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	22,640	16,110
Sealing systems [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Fuel and brake delivery systems [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	169,140	153,067
Fuel and brake delivery systems [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	119,295	102,721
Fuel and brake delivery systems [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	26,491	23,038
Fuel and brake delivery systems [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	18,907	23,747
Fuel and brake delivery systems [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	4,447	3,561
Fuel and brake delivery systems [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Fluid transfer systems [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	130,333	113,681
Fluid transfer systems [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	107,711	91,621
Fluid transfer systems [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	4,389	3,242
Fluid transfer systems [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	16,479	16,970
Fluid transfer systems [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	1,754	1,848
Fluid transfer systems [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other products [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	31,850	34,404
Other products [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other products [Member] | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other products [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other products [Member] | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	0	0
Other products [Member] | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	31,850	34,404
Total fluid handling
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	299,473	266,748
Total fluid handling | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	227,006	194,342
Total fluid handling | Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	30,880	26,280
Total fluid handling | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	35,386	40,717
Total fluid handling | South America [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	6,201	5,409
Total fluid handling | Corporate and Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 0	$ 0

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Revenue Net contract assets (liabilities) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Net contract assets (liabilities) [Abstract]
Contract with Customer, Asset, Gross, Current	$ 275	$ 530
Contract with Customer, Asset, Explanation of Change	(255)
Contract with Customer, Liability, Current	(15)	(15)
Contract with Customer, Liability, Explanation of Change	0
Contract with Customer, Asset, Net, Current	260	$ 515
Contract with Customer, Net, Explanation of Change	$ (255)

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Revenue other (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Accrued Liabilities, Current	$ 146,292	$ 119,463
Short-term Contract with Customer [Member]
Disaggregation of Revenue [Line Items]
Accrued Liabilities, Current	11,126	9,325
Long-term Contract with Customer [Member]
Disaggregation of Revenue [Line Items]
Accrued Liabilities, Current	$ 5,560	$ 5,899

XML

Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,379	$ 7,831
Corporate and Other [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	44	(44)
North America [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	209	(439)
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1,785	8,431
Asia Pacific [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	319	(153)
South America [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	22	36
Automotive [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,335	$ 7,875

XML

Restructuring - Summary of Activity of Restructuring (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	$ 19,568
Expense	2,379
Cash payments	(3,888)
Foreign exchange translation and other	81
Restructuring Reserve, Ending Balance	18,140
Employee Separation Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	13,185
Expense	1,816
Cash payments	(2,630)
Foreign exchange translation and other	70
Restructuring Reserve, Ending Balance	12,441
Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	6,383
Expense	563
Cash payments	(1,258)
Foreign exchange translation and other	11
Restructuring Reserve, Ending Balance	$ 5,699

XML

Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 43,798	$ 39,202
Work in process	43,822	40,521
Raw materials and supplies	84,871	78,033
Inventories	$ 172,491	$ 157,756

XML

Leases Lease Amounts Recognized on Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets, net	$ 91,990	$ 94,571
Current operating lease liabilities	20,132	20,786
Long-term operating lease liabilities	$ 75,586	$ 77,617

XML

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property, plant and equipment, net	$ 638,473	$ 642,860

XML

Property, Plant and Equipment Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Sep. 30, 2022 facility	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Impairment charges	$ 0			$ 455
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment	29,590			29,590
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	11,625			$ 11,625
Gain on sale of fixed assets, net	0		$ 33,391
Sale and Leaseback Transaction, Number of Facilities | facility		1
European Facilities
Property, Plant and Equipment [Line Items]
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment	16,890
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	$ 4,013

XML

Goodwill and Intangibles - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 142,023
Goodwill, Foreign Currency Translation Gain (Loss)	1
Goodwill, Ending Balance	142,024
North America [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	127,987
Goodwill, Foreign Currency Translation Gain (Loss)	1
Goodwill, Ending Balance	127,988
Industrial Specialty Group [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	14,036
Goodwill, Foreign Currency Translation Gain (Loss)	0
Goodwill, Ending Balance	$ 14,036

XML

Goodwill and Intangibles - Intangible Assets and Accumulated Amortization Balances (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 191,162	$ 191,057
Accumulated Amortization	(145,279)	(143,416)
Net Carrying Amount	45,883	47,641
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	152,633	152,578
Accumulated Amortization	(130,582)	(129,317)
Net Carrying Amount	22,051	23,261
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	38,529	38,479
Accumulated Amortization	(14,697)	(14,099)
Net Carrying Amount	$ 23,832	$ 24,380

XML

Debt - Outstanding Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Senior Notes	$ 42,281	$ 397,259
Term Loan	0	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
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	9,996
Secured Debt [Member]
Debt Instrument [Line Items]
Senior Notes	0	$ 244,471
Senior Lien
Debt Instrument [Line Items]
Senior Notes	574,848		$ 0
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	9,388
Senior Loans
Debt Instrument [Line Items]
Senior Notes	$ 358,451		$ 0

XML

Debt - Additional Information (Detail) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2023

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Jan. 27, 2023

Dec. 31, 2021

Mar. 31, 2021

May 29, 2020

Dec. 31, 2017

Nov. 02, 2016

Credit Facilities [Line Items]

Loss on refinancing and extinguishment of debt

$ (81,885)

$ 0

Debt Issuance Costs, Gross

90,740

Payments of Debt Issuance Costs

$ 2,541

83,961

$ 4,237

Debt Related Commitment Fees and Debt Issuance Costs

73,335

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net

$ 9,996

Debt

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

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

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 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.

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, 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.

The First 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 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 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 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.

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.

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.

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.

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.

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 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. 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, 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;

•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 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. 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.

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, 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 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

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.

Debt Covenants

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

Other Financing

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

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 Notes and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €120 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires in December 2023.

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

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

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

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

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

Revolving Credit Facility [Member]

Credit Facilities [Line Items]

Unamortized Debt Issuance Expense

$ 1,416

535

Line of Credit Facility, Current Borrowing Capacity

172,483

Aamended Senior Abl Facility

Credit Facilities [Line Items]

Letter of credit sub-facility

100,000

Swing line sub-facility

$ 25,000

Uncommitted incremental loan facility

100,000

Line of Credit Facility, Maximum Borrowing Capacity

280,000

Line of Credit Facility, Current Borrowing Capacity

149,031

$ 180

Letters of Credit Outstanding, Amount

6,203

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net

630

Aamended Senior Abl Facility | Cooper Standard Automotive Inc US

Credit Facilities [Line Items]

Letters of Credit Outstanding, Amount

160,000

Aamended Senior Abl Facility | Cooper Standard Automotive Inc Canada

Credit Facilities [Line Items]

Letters of Credit Outstanding, Amount

20,000

Senior Notes [Member]

Credit Facilities [Line Items]

Debt Instrument, Face Amount

$ 42,554

400,000

Unamortized Debt Issuance Expense

$ 273

2,741

Debt Issuance Costs, Gross

$ 7,055

Secured Debt [Member]

Credit Facilities [Line Items]

Debt Instrument, Face Amount

$ 250,000

Unamortized Debt Issuance Expense

3,021

Debt Instrument, Unamortized Discount

$ 2,508

Debt Issuance Costs, Gross

$ 6,431

Medium-term Notes [Member]

Credit Facilities [Line Items]

Debt Instrument, Face Amount

340,000

Debt Instrument, Maturity Date

Nov. 02, 2023

Unamortized Debt Issuance Expense

$ 494

Debt Instrument, Unamortized Discount

$ 319

Term loan accordion feature

$ 400,000

Other

Credit Facilities [Line Items]

Debt instrument term (in years)

1 year

Senior Loans

Credit Facilities [Line Items]

Debt Instrument, Face Amount

$ 357,446

$ 357,446

Senior Lien

Credit Facilities [Line Items]

Debt Instrument, Face Amount

580,000

Debt Instrument, Unamortized Discount

415

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net

$ 9,388

XML

Accounts Receivable Factoring - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Debt Disclosure [Abstract]
Continuing Involvement with Derecognized Transferred Financial Assets, Amount Outstanding	$ 66,144		$ 52,491
Total amount of accounts receivable factored without recourse	103,045	$ 82,550
Loss On Sale Of Accounts Receivable Without Recourse	437	$ 125
Cash collected on behalf of factor	$ 8,424		$ 3,772

XML

Fair Value Measurements and Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) - Level 2 [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Current Assets [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Forward foreign exchange contract asset	$ 10,851	$ 8,643
Accrued Liabilities [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Forward foreign exchange contract liability	$ 13	$ 0

XML

Fair Value Measurements and Financial Instruments - Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value of Debt Instruments [Abstract]
Long-term Debt, Fair Value	$ 832,800	$ 744,010
Long-term Debt, Gross	$ 980,000	$ 969,600

XML

Fair Value Measurements and Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Notional Amount	$ 99,096	$ 135,285

XML

Fair Value Measurements and Financial Instruments - Gains (losses) on Cash Flow Hedges Reported in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Unrealized Gain (Loss) on Foreign Currency Derivatives, Net, before Tax	$ 5,553	$ 2,411

XML

Fair Value Measurements and Financial Instruments - Reclassifications out of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	$ 3,334	$ 43

XML

Accounts Receivable Factoring Additional Detail (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Cash collected on behalf of factor	$ 8,424	$ 3,772

XML

Pension and Postretirement Benefits other than Pensions - Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
U.S. | Pension Plan
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	$ 0	$ 193
Interest cost	2,314	1,766
Expected return on plan assets	(2,113)	(2,323)
Amortization of prior service cost credit and recognized actuarial gain (loss)	778	222
Net periodic benefit (income) cost	979	(142)
U.S. | Other Postretirement Benefits Plan
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	13	22
Interest cost	205	140
Amortization of prior service cost credit and recognized actuarial gain (loss)	(609)	(394)
Net periodic benefit (income) cost	(391)	(232)
Non-U.S. | Pension Plan
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	535	721
Interest cost	1,295	733
Expected return on plan assets	(307)	(254)
Amortization of prior service cost credit and recognized actuarial gain (loss)	6	415
Net periodic benefit (income) cost	1,529	1,615
Non-U.S. | Other Postretirement Benefits Plan
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	38	58
Interest cost	197	168
Amortization of prior service cost credit and recognized actuarial gain (loss)	(21)	42
Net periodic benefit (income) cost	$ 214	$ 268

XML

Pension and Postretirement Benefits other than Pensions Pensions - Additional Information (Details) - U.S. - Pension Plan	3 Months Ended
	Mar. 31, 2023
Minimum
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
U.S. Pension Plan termination period (in months)	12 months
Maximum
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
U.S. Pension Plan termination period (in months)	18 months

XML

Other Income (Expense), Net - Details of Components of Other Income Expense, Net (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other Income and Expenses [Abstract]
Deconsolidation of Joint Venture	$ 0	$ (2,257)
Foreign currency (losses) gains	(1,917)	1,480
Components of Net Periodic Benefit Cost Other than Service Cost	(1,745)	(515)
Factoring costs	(437)	(125)
Miscellaneous income	95	206
Other expense, net	$ (4,004)	$ (1,211)

XML

Income Taxes Effective Income Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 358	$ 652
Loss before income taxes	$ (130,754)	$ (61,138)
Effective tax rate	0.00%	(1.00%)

XML

Income Taxes Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Contingency [Line Items]
Income tax expense	$ 358	$ 652

XML

Net Income (Loss) Per Share Attributable to Cooper-Standard Holdings Inc. - Basic and Diluted Net Income Per Share Attributable (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net Income (Loss) Available to Common Stockholders, Diluted	$ (130,367)	$ (61,360)
Basic weighted average shares of common stock outstanding	17,229,423	17,136,411
Dilutive effect of common stock equivalents	0	0
Diluted weighted average shares of common stock outstanding	17,229,423	17,136,411
Basic net income per share attributable to Cooper-Standard Holdings Inc.	$ (7.57)	$ (3.58)
Diluted net income per share attributable to Cooper-Standard Holdings Inc.	$ (7.57)	$ (3.58)

XML

Net Income (Loss) Per Share Attributable to Cooper-Standard Holdings Inc. - Common Stock Equivalents (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	94	80

XML

Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	$ (209,971)
Ending Balance	(207,598)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	(3,823)	$ 8,642
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, Tax (Benefit) Expense	65	(181)
Other Comprehensive Income (Loss), Defined Benefit Plan, Amortization of Actuarial Losses, Reclassification Adjustment from AOCI, before Tax	147	232
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Credit, Reclassification Adjustment from AOCI, before Tax	6	49
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax Expense (Benefit)	5	(4)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax	770	(61)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax	894	2
Cumulative currency translation adjustment [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(158,023)	(138,751)
Other comprehensive income (loss) before reclassifications	(70)	8,670
Amounts reclassified from accumulated other comprehensive income (loss)	0	294
Ending Balance	(158,093)	(130,375)
Benefit plan liabilities [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(60,251)	(65,303)
Other comprehensive income (loss) before reclassifications	(58)	707
Amounts reclassified from accumulated other comprehensive income (loss)	158	277
Ending Balance	(60,151)	(64,319)
Fair value change of derivatives [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	8,303	(1,130)
Other comprehensive income (loss) before reclassifications	4,783	2,472
Amounts reclassified from accumulated other comprehensive income (loss)	(2,440)	(41)
Ending Balance	10,646	1,301
Accumulated other comprehensive loss [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Ending Balance	$ (207,598)	$ (193,393)

XML

Common Stock (Details) - 2018 Program [Member] $ in Thousands	Mar. 31, 2023 USD ($)
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 150,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 98,720

XML

Segment Reporting Information on Company's Business Segments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Sales	$ 682,458		$ 612,984
Intersegment sales	0		0
Adjusted EBITDA	12,457		145
Restructuring Charges	(2,379)		(7,831)
Other impairment charges	0		(455)
Gain on sale of fixed assets, net	0	$ 33,391
EBITDA	(71,807)		(10,398)
Income Tax Expense (Benefit)	(358)		(652)
Interest expense, net of interest income	(30,220)		(18,177)
Cost, Depreciation and Amortization	(27,982)		(32,133)
Net (Loss) Income Attributable to Parent	(130,367)		(61,360)
Segment assets	1,943,067			$ 1,963,529
Loss on refinancing and extinguishment of debt	(81,885)		0
Noncontrolling Interest [Member]
Segment Reporting Information [Line Items]
Gain on sale of business	0		(2,257)
Automotive [Member]
Segment Reporting Information [Line Items]
Sales	650,608		578,580
Intersegment sales	7,295		6,529
Adjusted EBITDA	17,097		1,688
Segment assets	1,706,394			1,710,508
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Sales	31,850		34,404
Intersegment sales	(7,295)		(6,529)
Adjusted EBITDA	(4,640)		(1,543)
Restructuring Charges	(44)		44
Segment assets	236,673			253,021
North America [Member]
Segment Reporting Information [Line Items]
Sales	365,127		321,894
Restructuring Charges	(209)		439
Europe [Member]
Segment Reporting Information [Line Items]
Sales	161,855		131,414
Restructuring Charges	(1,785)		(8,431)
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Sales	94,785		103,753
Restructuring Charges	(319)		153
South America [Member]
Segment Reporting Information [Line Items]
Sales	28,841		21,519
Restructuring Charges	(22)		(36)
Reportable Geographical Components [Member] | North America [Member]
Segment Reporting Information [Line Items]
Sales	365,127		321,894
Intersegment sales	3,012		3,530
Adjusted EBITDA	25,874		17,496
Segment assets	893,950			851,623
Reportable Geographical Components [Member] | Europe [Member]
Segment Reporting Information [Line Items]
Sales	161,855		131,414
Intersegment sales	1,803		2,369
Adjusted EBITDA	(12,395)		(14,657)
Segment assets	305,928			338,225
Reportable Geographical Components [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Sales	94,785		103,753
Intersegment sales	2,474		625
Adjusted EBITDA	1,690		(742)
Segment assets	420,330			447,257
Reportable Geographical Components [Member] | South America [Member]
Segment Reporting Information [Line Items]
Sales	28,841		21,519
Intersegment sales	6		5
Adjusted EBITDA	1,928		$ (409)
Segment assets	$ 86,186			$ 73,403