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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, 2022
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)
   ______________________________
Delaware20-1945088
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCPSNew 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 29, 2022, there were 17,062,869 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, 2022
 
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,
 20222021
Sales$612,984 $668,967 
Cost of products sold591,442 600,675 
Gross profit21,542 68,292 
Selling, administration & engineering expenses51,904 58,054 
Gain on sale of business, net— (891)
Amortization of intangibles1,746 1,772 
Restructuring charges7,831 21,047 
Impairment charges455 — 
Operating loss(40,394)(11,690)
Interest expense, net of interest income(18,177)(17,784)
Equity in (losses) earnings of affiliates(1,356)786 
Other expense, net(1,211)(5,089)
Loss before income taxes(61,138)(33,777)
Income tax expense 652 936 
Net loss(61,790)(34,713)
Net loss attributable to noncontrolling interests430 849 
Net loss attributable to Cooper-Standard Holdings Inc.$(61,360)$(33,864)
Loss per share:
Basic$(3.58)$(2.00)
Diluted$(3.58)$(2.00)
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,
20222021
Net loss$(61,790)$(34,713)
Other comprehensive income (loss):
Currency translation adjustment8,365 (6,572)
Benefit plan liabilities adjustment, net of tax984 2,739 
Fair value change of derivatives, net of tax2,431 (571)
Other comprehensive income (loss), net of tax11,780 (4,404)
Comprehensive loss(50,010)(39,117)
Comprehensive loss attributable to noncontrolling interests441 1,101 
Comprehensive loss attributable to Cooper-Standard Holdings Inc.$(49,569)$(38,016)
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, 2022December 31, 2021
 (unaudited)
Assets
Current assets:
Cash and cash equivalents$252,911 $248,010 
Accounts receivable, net337,582 317,469 
Tooling receivable, net90,724 88,900 
Inventories196,921 158,075 
Prepaid expenses26,773 26,313 
Income tax receivable and refundable credits80,773 82,813 
Other current assets108,166 73,317 
Total current assets1,093,850 994,897 
Property, plant and equipment, net745,343 784,348 
Operating lease right-of-use assets, net106,561 111,052 
Goodwill142,337 142,282 
Intangible assets, net53,469 60,375 
Other assets141,576 133,539 
Total assets$2,283,136 $2,226,493 
Liabilities and Equity
Current liabilities:
Debt payable within one year$53,605 $56,111 
Accounts payable394,683 348,133 
Payroll liabilities82,989 69,353 
Proceeds from deferred sale of fixed assets49,911 — 
Accrued liabilities122,603 101,466 
Current operating lease liabilities21,470 22,552 
Total current liabilities725,261 597,615 
Long-term debt979,922 980,604 
Pension benefits126,915 129,880 
Postretirement benefits other than pensions43,413 43,498 
Long-term operating lease liabilities89,149 92,760 
Other liabilities47,696 50,776 
Total liabilities2,012,356 1,895,133 
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,127,504 shares issued and 17,061,695 shares outstanding as of March 31, 2022, and 19,057,788 shares issued and 16,991,979 outstanding as of December 31, 202117 17 
Additional paid-in capital504,934 504,497 
Retained (loss) earnings(35,807)25,553 
Accumulated other comprehensive loss(193,393)(205,184)
Total Cooper-Standard Holdings Inc. equity275,751 324,883 
Noncontrolling interests(4,971)6,477 
Total equity270,780 331,360 
Total liabilities and equity$2,283,136 $2,226,493 
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 SharesCommon StockAdditional Paid-In CapitalRetained Earnings (Loss)Accumulated Other Comprehensive LossCooper-Standard Holdings Inc. EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 202116,991,979 $17 $504,497 $25,553 $(205,184)$324,883 $6,477 $331,360 
Share-based compensation, net69,716 — 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, 202217,061,695 $17 $504,934 $(35,807)$(193,393)$275,751 $(4,971)$270,780 
 Total Equity
 Common SharesCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossCooper-Standard Holdings Inc. EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 202016,897,085 $17 $498,719 $350,270 $(241,896)$607,110 $17,001 $624,111 
Share-based compensation, net45,467 — 952 — — 952 — 952 
Net loss— — — (33,864)— (33,864)(849)(34,713)
Other comprehensive loss— — — — (4,152)(4,152)(252)(4,404)
Balance as of March 31, 202116,942,552 $17 $499,671 $316,406 $(246,048)$570,046 $15,900 $585,946 
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,
 20222021
Operating Activities:
Net loss$(61,790)$(34,713)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation30,387 31,756 
Amortization of intangibles1,746 1,772 
Gain on sale of business, net— (891)
Impairment charges455 — 
Share-based compensation expense584 2,178 
Equity in losses (earnings) of affiliates, net of dividends related to earnings1,356 (786)
Deferred income taxes(511)(1,434)
Other509 130 
Changes in operating assets and liabilities15,051 (5,096)
Net cash used in operating activities(12,213)(7,084)
Investing activities:
Capital expenditures(32,314)(38,617)
Proceeds from deferred sale of fixed assets50,008 — 
Proceeds from sale of fixed assets and other2,377 2,363 
Net cash provided by (used in) investing activities20,071 (36,254)
Financing activities:
Principal payments on long-term debt(1,429)(1,797)
(Decrease) increase in short-term debt, net(1,667)3,429 
Taxes withheld and paid on employees' share-based payment awards(523)(729)
Other646 385 
Net cash (used in) provided by financing activities(2,973)1,288 
Effects of exchange rate changes on cash, cash equivalents and restricted cash5,123 5,358 
Changes in cash, cash equivalents and restricted cash10,008 (36,692)
Cash, cash equivalents and restricted cash at beginning of period251,128 443,578 
Cash, cash equivalents and restricted cash at end of period$261,136 $406,886 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Balance as of
March 31, 2022December 31, 2021
Cash and cash equivalents$252,911 $248,010 
Restricted cash included in other current assets6,953 961 
Restricted cash included in other assets1,272 2,157 
Total cash, cash equivalents and restricted cash$261,136 $251,128 
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, 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, 2021 (the “2021 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, 2022 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.
2. Deconsolidation and Divestiture
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 expense, net in the condensed consolidated statements of operations.
2020 Divestiture
In the fourth quarter of 2019, management approved a plan to sell its European rubber fluid transfer and specialty sealing businesses, as well as its Indian operations. On July 1, 2020, the Company completed the divestiture to Mutares SE & Co. KGaA (“Mutares”). During the three months ended March 31, 2021, the Company recorded subsequent adjustments resulting in a net gain of $891.
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, 2022 was as follows:
North AmericaEuropeAsia PacificSouth AmericaCorporate, Eliminations and OtherConsolidated
Passenger and Light Duty$314,587 $125,368 $103,404 $21,513 $— $564,872 
Commercial3,674 5,923 347 6 1,657 11,607 
Other3,633 123 2 — 32,747 36,505 
Revenue$321,894 $131,414 $103,753 $21,519 $34,404 $612,984 
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)

Revenue by customer group for the three months ended March 31, 2021 was as follows:
North AmericaEuropeAsia PacificSouth AmericaCorporate, Eliminations and OtherConsolidated
Passenger and Light Duty$331,613 $159,781 $113,041 $15,479 $— $619,914 
Commercial4,281 5,881 1,182 7 1,251 12,602 
Other3,142 114 2 — 33,193 36,451 
Revenue$339,036 $165,776 $114,225 $15,486 $34,444 $668,967 
The passenger and light duty group consists of sales to automotive OEMs and automotive suppliers, while the commercial group represents sales to OEMs of on- and off-highway commercial equipment and vehicles. The other customer group includes sales related to specialty and adjacent markets.
Substantially all of the Company’s revenues were generated from sealing, fuel and brake delivery 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 LineDescription
Sealing SystemsProtect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment
Fuel & Brake Delivery SystemsSense, deliver and control fluids to fuel and brake systems
Fluid Transfer SystemsSense, deliver and control fluids and vapors for optimal powertrain & HVAC operation
Revenue by product line for the three months ended March 31, 2022 was as follows:
North AmericaEuropeAsia PacificSouth AmericaCorporate, Eliminations and OtherConsolidated
Sealing systems$127,552 $105,134 $63,036 $16,110 $— $311,832 
Fuel and brake delivery systems102,721 23,038 23,747 3,561 — 153,067 
Fluid transfer systems91,621 3,242 16,970 1,848 — 113,681 
Other— — — — 34,404 34,404 
Revenue$321,894 $131,414 $103,753 $21,519 $34,404 $612,984 
Revenue by product line for the three months ended March 31, 2021 was as follows:
North AmericaEuropeAsia PacificSouth AmericaCorporate, Eliminations and OtherConsolidated
Sealing systems$121,175 $129,361 $69,673 $11,274 $— $331,483 
Fuel and brake delivery systems112,656 30,790 28,369 2,865 — 174,680 
Fluid transfer systems105,205 5,625 16,183 1,347 — 128,360 
Other— — — — 34,444 34,444 
Revenue$339,036 $165,776 $114,225 $15,486 $34,444 $668,967 
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.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Contract Balances
The Company’s contract assets consist of unbilled amounts associated with variable pricing arrangements in its Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. Contract assets were not materially impacted by any other factors during the three months ended March 31, 2022.
The Company’s contract liabilities consist of advance payments received and due from customers. Net contract assets (liabilities) consisted of the following:
March 31, 2022December 31, 2021Change
Contract assets$8,564 $— $8,564 
Contract liabilities(15)(143)128 
Net contract assets (liabilities)$8,549 $(143)$8,692 
Other
The Company, at times, enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period the commitment is made. Amounts related to commitments of future payments to customers on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 were current liabilities of $9,944 and $12,045, respectively, and long-term liabilities of $6,705 and $7,214, respectively.
The Company provides assurance-type warranties to its customers. Such warranties provide customers with assurance that the related product will function as intended and complies with any agreed-upon specifications, and are recognized in costs of products sold.
4. Restructuring
On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.
The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), other related exit costs and asset impairments related to restructuring activities. Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Restructuring expense by segment for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended March 31,
20222021
North America$(439)$2,363 
Europe8,431 16,397 
Asia Pacific(153)369 
South America36 1,587 
Total Automotive7,875 20,716 
Corporate and other(44)331 
Total$7,831 $21,047 
Restructuring activity for the three months ended March 31, 2022 was as follows:
Employee Separation CostsOther Exit CostsTotal
Balance as of December 31, 2021$20,957 $5,627 $26,584 
Expense4,148 3,683 7,831 
Cash payments(6,493)(801)(7,294)
Foreign exchange translation and other(411)530 119 
Balance as of March 31, 2022$18,201 $9,039 $27,240 
Other exit costs for the three months ended March 31, 2022 included an immaterial gain on sale of fixed assets related to a closed facility in the Asia Pacific region.
5. Inventories
Inventories consist of the following:
March 31, 2022December 31, 2021
Finished goods$54,555 $43,186 
Work in process48,422 37,045 
Raw materials and supplies93,944 77,844 
$196,921 $158,075 
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
6. 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,
20222021
Operating lease expense$7,386 $7,344 
Short-term lease expense911 1,640 
Variable lease expense288 248 
Finance lease expense:
Amortization of right-of-use assets492 546 
Interest on lease liabilities332 366 
Total lease expense$9,409 $10,144 
Other information related to leases was as follows:
Three Months Ended March 31,
20222021
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows for operating leases$7,530 $7,346 
     Operating cash flows for finance leases337 362 
     Financing cash flows for finance leases579 652 
Non-cash right-of-use assets obtained in exchange for lease obligations:
     Operating leases6,319 2,932 
Weighted Average Remaining Lease Term (in years)
Operating leases7.57.6
Finance leases9.510.4
Weighted Average Discount Rate
Operating leases5.9 %5.4 %
Finance leases5.8 %5.7 %
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Future minimum lease payments under non-cancellable leases as of March 31, 2022 were as follows:
YearOperating LeasesFinance
Leases
Remainder of 2022$20,564 $2,299 
202324,096 3,149 
202418,032 3,393 
202515,254 3,458 
202611,302 3,186 
Thereafter49,389 17,242 
    Total future minimum lease payments138,637 32,727 
Less imputed interest(28,018)(7,909)
    Total$110,619 $24,818 
Amounts recognized on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 were as follows:
March 31, 2022December 31, 2021
Operating Leases
Operating lease right-of-use assets, net$106,561 $111,052 
Current operating lease liabilities21,470 22,552 
Long-term operating lease liabilities89,149 92,760 
Finance Leases
Debt payable within one year2,110 2,153 
Long-term debt22,708 23,590 

As of March 31, 2022 and December 31, 2021, assets recorded under finance leases, net of accumulated depreciation were $24,754 and $25,690, respectively. As of March 31, 2022, the Company had one real estate lease that had not yet commenced with undiscounted lease payments of approximately $2,551. This lease is part of the sale-leaseback agreement on one of the Company’s European facilities. The lease commencement date was April 1, 2022, and the lease term is three years.
7. Property, Plant and Equipment
Property, plant and equipment consists of the following:
March 31, 2022December 31, 2021
Land and improvements$44,119 $44,495 
Buildings and improvements272,888 285,240 
Machinery and equipment1,259,431 1,269,330 
Construction in progress74,095 80,868 
1,650,533 1,679,933 
Accumulated depreciation(905,190)(895,585)
Property, plant and equipment, net$745,343 $784,348 
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.
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.
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. A corresponding accrued liability was recorded when proceeds
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
were received, which will be reduced when control transfers to the Company and a gain is recorded on April 1, 2022. The Company expects to record a gain on the sale transaction of approximately $32,500.
8. Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2022 were as follows:
North AmericaIndustrial Specialty GroupTotal
Balance as of December 31, 2021$128,246 $14,036 $142,282 
Foreign exchange translation55 — 55 
Balance as of March 31, 2022$128,301 $14,036 $142,337 
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, 2022.
Intangible Assets
Intangible assets and accumulated amortization balances as of March 31, 2022 and December 31, 2021 were as follows:
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$153,376 $(126,632)$26,744 
Other39,441 (12,716)26,725 
Balance as of March 31, 2022$192,817 $(139,348)$53,469 
Customer relationships$154,767 $(126,626)$28,141 
Other44,955 (12,721)32,234 
Balance as of December 31, 2021$199,722 $(139,347)$60,375 
The deconsolidation of a joint venture during the three months ended March 31, 2022 included the removal of intangible assets (primarily land use rights) with net carrying value of $5,258.
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
9. Debt
A summary of outstanding debt as of March 31, 2022 and December 31, 2021 is as follows:
March 31, 2022December 31, 2021
Senior Notes$396,723 $396,544 
Senior Secured Notes242,310 241,683 
Term Loan320,605 321,212 
ABL Facility— — 
Finance leases24,818 25,743 
Other borrowings49,071 51,533 
Total debt1,033,527 1,036,715 
Less current portion(53,605)(56,111)
Total long-term debt$979,922 $980,604 
5.625% Senior Notes due 2026
In November 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on November 15, 2026. Interest on the Senior Notes is payable semi-annually in arrears in cash on May 15 and November 15 of each year.
Debt issuance costs related to the Senior Notes are amortized into interest expense over the term of the Senior Notes. As of March 31, 2022 and December 31, 2021, the Company had $3,277 and $3,456 of unamortized debt issuance costs, respectively, related to the Senior Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets.
13.0% Senior Secured Notes due 2024
In May 2020, the Company issued $250,000 aggregate principal amount of its 13.0% Senior Secured Notes due 2024 (the “Senior Secured Notes”). The Senior Secured Notes mature on June 1, 2024. Interest on the Senior Secured Notes is payable semi-annually in arrears in cash on June 1 and December 1 of each year.
The Company paid approximately $6,431 of debt issuance costs in connection with the transaction. Additionally, the Senior Secured Notes were issued at a discount of $5,000. As of March 31, 2022 and December 31, 2021, the Company had $4,236 and $4,594 of unamortized debt issuance costs, respectively, and $3,454 and $3,723 of unamortized original issue discount, respectively, related to the Senior Secured Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the Senior Secured Notes.
Term Loan Facility
In November 2016, the Company entered into Amendment No. 1 to its senior term loan facility (“Term Loan Facility”), which provides for loans in an aggregate principal amount of $340,000. On May 2, 2017, the Company entered into Amendment No. 2 to the Term Loan Facility to modify the interest rate. Subsequently, on March 6, 2018, the Company entered into Amendment No. 3 to the Term Loan Facility to further modify the interest rate. In accordance with this amendment, borrowings under the Term Loan Facility bear interest, at the Company’s option, at either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75% plus 2.0% per annum, or (2) with respect to base rate loans, the base rate, (which is the highest of the then current federal funds rate plus 0.5%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%) plus 1.0% per annum. The Term Loan Facility matures on November 2, 2023, unless earlier terminated.
As of March 31, 2022 and December 31, 2021, the Company had $939 and $1,087 of unamortized debt issuance costs, respectively, and $606 and $701 of unamortized original issue discount, respectively, related to the Term Loan Facility, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the Term Loan Facility.
ABL Facility
In November 2016, the Company entered into a Third Amended and Restated Loan Agreement of its ABL Facility, which provided an aggregate revolving loan availability of up to $210,000, subject to borrowing base availability. In March 2020, the Company entered into the First Amendment of the Third Amended and Restated Loan Agreement (“the Amendment”). As a
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
result of the Amendment, the senior asset-based revolving credit facility (“ABL Facility”) maturity was extended to March 2025 and the aggregate revolving loan availability was reduced to $180,000. The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $280,000, if requested by the borrowers under the ABL Facility and the lenders agree to fund such increase. No consent of any lender is required to effect any such increase, except for those participating in the increase.
As of March 31, 2022, there were no loans outstanding under the ABL Facility. The Company’s borrowing base was $164,941. Net of 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 $5,769 of outstanding letters of credit, the Company effectively had $142,678 available for borrowing under its ABL facility.
Any borrowings under the ABL Facility will mature, and the commitments of the lenders under the ABL Facility will terminate, on the earlier of March 24, 2025 or the date 91 days prior to the maturity date of the Term Loan Facility (or another fixed asset facility replacing the Term Loan Facility).
As of March 31, 2022 and December 31, 2021, the Company had $720 and $782, respectively, of unamortized debt issuance costs related to the ABL Facility, which are presented in other assets in the condensed consolidated balance sheets.
Debt Covenants
The Company was in compliance with all covenants of the Senior Notes, Senior Secured Notes, Term Loan Facility and ABL Facility as of March 31, 2022.
Other
Other borrowings as of March 31, 2022 and December 31, 2021 reflect borrowings under local bank lines classified in debt payable within one year on the condensed consolidated balance sheet.
10. 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, 2022 and December 31, 2021 were as follows:
March 31, 2022December 31, 2021Input
Forward foreign exchange contracts - other current assets$2,686 $647 Level 2
Forward foreign exchange contracts - accrued liabilities(1,208)(1,535)Level 2
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information on assets and liabilities measured at fair value on a nonrecurring basis see Note 2. “Deconsolidation and Divestiture” and Note 7. “Property, Plant and Equipment.”
Items Not Carried at Fair Value
Fair values of the Company’s Senior Notes, Senior Secured Notes and Term Loan Facility were as follows:
March 31, 2022December 31, 2021
Aggregate fair value$764,211 $899,909 
Aggregate carrying value (1)
972,150 973,000 
(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 flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, and the Mexican Peso. As of March 31, 2022 and December 31, 2021, the notional amount of these contracts was $96,913 and $136,103, respectively, and consisted of hedges of transactions up to December 2022.
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,
20222021
Forward foreign exchange contracts$2,411 $(548)
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,
20222021
Forward foreign exchange contracts$43 $188 
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
11. Accounts 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 Term Loan Facility and the indentures governing the Senior Notes and Senior Secured Notes. The European factoring facility, which was renewed in March 2020, allows the Company to factor up to €120 million of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires in December 2023.
Costs incurred on the sale of receivables are recorded in other expense, net 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, 2022December 31, 2021
Off-balance sheet arrangements$55,271 $52,743 
Accounts receivable factored and related costs throughout the period were as follows:
Off-Balance Sheet Arrangements
Three Months Ended March 31,
20222021
Accounts receivable factored$82,550 $117,271 
Costs125 154 
As of March 31, 2022 and December 31, 2021, cash collections on behalf of the Factor that have yet to be remitted were $5,666 and $673, respectively, and are reflected in other current assets as restricted cash in the condensed consolidated balance sheet.
12. 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,
20222021
 U.S. Non-U.S. U.S. Non-U.S.
Service cost$193 $721 $223 $914 
Interest cost1,766 733 1,629 648 
Expected return on plan assets(2,323)(254)(3,564)(334)
Amortization of prior service cost and actuarial loss222 415 418 932 
Net periodic benefit (income) cost$(142)$1,615 $(1,294)$2,160 
 
Other Postretirement Benefits
Three Months Ended March 31,
20222021
U.S.Non-U.S.U.S.Non-U.S.
Service cost$22 $58 $26 $90 
Interest cost140 168 133 177 
Amortization of prior service credit and actuarial (gain) loss(394)42 (349)190 
Net periodic benefit (income) cost$(232)$268 $(190)$457 
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
The service cost component of net periodic benefit (income) cost is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit (income) cost are included in other expense, net in the condensed consolidated statements of operations for all periods presented.
13. Other Expense, Net
The components of other expense, net were as follows:
Three Months Ended March 31,
20222021
Deconsolidation of joint venture (1)
$(2,257)$— 
Foreign currency gains (losses)1,480 (5,264)
Components of net periodic benefit (cost) income other than service cost(515)120 
Factoring costs(125)(154)
Miscellaneous income206 209 
Other expense, net$(1,211)$(5,089)
(1)Loss attributable to deconsolidation of joint venture investment in Asia Pacific, which required adjustment to fair value.
14. 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 expense, loss before income taxes and the corresponding effective tax rate for the three months ended March 31, 2022 and 2021 were as follows:
Three Months Ended March 31,
20222021
Income tax expense $652 $936 
Loss before income taxes(61,138)(33,777)
Effective tax rate(1)%(3)%
The effective tax rate for the three months ended March 31, 2022 is consistent with the effective tax rate for the three months ended March 31, 2021. Any differences are primarily due to 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.
The income tax rate for the three months ended March 31, 2022 and 2021 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.
In April 2022, subsequent to the end of the first quarter, the Company received $28,549 in cash payments from the United States Internal Revenue Service for tax refunds related to net operating loss carrybacks. The Company expects to receive additional refunds of approximately $23,000 during the remainder of the second quarter of 2022.
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
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
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.
15. 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,
20222021
Net loss available to Cooper-Standard Holdings Inc. common stockholders$(61,360)$(33,864)
Basic weighted average shares of common stock outstanding17,136,411 16,951,190 
Dilutive effect of common stock equivalents— — 
Diluted weighted average shares of common stock outstanding17,136,411 16,951,190 
Basic net loss per share attributable to Cooper-Standard Holdings Inc.$(3.58)$(2.00)
Diluted net loss per share attributable to Cooper-Standard Holdings Inc.$(3.58)$(2.00)
Securities excluded from the calculation of diluted loss per share were approximately 80,000 and 189,000 for the three months ended March 31, 2022 and 2021, respectively, because the inclusion of such securities in the calculation would have been anti-dilutive.
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
16. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of related tax, were as follows:
Three Months Ended March 31,
20222021
Foreign currency translation adjustment
Balance at beginning of period$(138,751)$(136,579)
Other comprehensive income (loss) before reclassifications8,670 
(1)
(6,320)
(1)
Amounts reclassified from accumulated other comprehensive loss(294)— 
Balance at end of period$(130,375)$(142,899)
Benefit plan liabilities
Balance at beginning of period$(65,303)$(106,079)
Other comprehensive income before reclassifications707 
(2)
1,643 
(2)
Amounts reclassified from accumulated other comprehensive loss277 
(3)
1,096 
(4)
Balance at end of period$(64,319)$(103,340)
Fair value change of derivatives
Balance at beginning of period$(1,130)$762 
Other comprehensive income (loss) before reclassifications2,472 
(5)
(432)
(5)
Amounts reclassified from accumulated other comprehensive loss(41)
(6)
(139)
(6)
Balance at end of period$1,301 $191 
Accumulated other comprehensive loss, ending balance$(193,393)$(246,048)
(1)Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of $8,642 and $(4,389) for the three months ended March 31, 2022 and 2021, respectively.  
(2)Net of tax benefit of $181 and $245 for the three months ended March 31, 2022 and 2021, respectively.
(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.
(4)Includes the effect of the amortization of actuarial losses of $1,124 and amortization of prior service cost of $65, net of tax of $93.
(5)Net of tax benefit of $61 and $116 for the three months ended March 31, 2022 and 2021, respectively.
(6)Net of tax expense of $2 and $49 for the three months ended March 31, 2022 and 2021, respectively.
17. 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, 2022, 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, 2022 or 2021.
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
18. Share-Based Compensation
The Company’s long-term incentive plans allow for the grant of various types of share-based awards to key employees and directors of the Company and its affiliates. The Company generally awards grants on an annual basis.

In February 2022, the Company granted Restricted Stock Units (“RSUs”) and Performance Units (“PUs”). The number of PUs that will vest depends on the Company’s achievement of target performance goals related to the Company’s return on invested capital (“ROIC”) and total shareholder return, which may range from 0% to 200% of the target award amount. The PUs tied to total shareholder return cliff vest at the end of a three year performance period. The PUs tied to ROIC cliff vest one year after the end of their individual performance periods. The RSUs vest ratably over three years.
Share-based compensation expense was as follows:
Three Months Ended March 31,
20222021
PUs$70 $339 
RSUs124 1,246 
Stock options390 593 
Total$584 $2,178 
19. 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, 2022, 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, 2022 and December 31, 2021, the Company had approximately $13,168 and $9,965, 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.
20. Segment Reporting
The Company’s 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.
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Certain financial information on the Company’s reportable segments was as follows:
Three Months Ended March 31,
20222021
External SalesIntersegment SalesAdjusted EBITDAExternal SalesIntersegment SalesAdjusted EBITDA
North America$321,894 $3,530 $17,496 $339,036 $2,633 $41,233 
Europe131,414 2,369 (14,657)165,776 2,979 (1,489)
Asia Pacific103,753 625 (742)114,225 630 3,552 
South America21,519 5 (409)15,486 12 (2,608)
Total Automotive578,580 6,529 1,688 634,523 6,254 40,688 
Corporate, eliminations and other34,404 (6,529)(1,543)34,444 (6,254)(2,148)
Consolidated$612,984 $— $145 $668,967 $— $38,540 
Three Months Ended March 31,
20222021
Adjusted EBITDA$145 $38,540 
Restructuring charges(7,831)(21,047)
Deconsolidation of joint venture(2,257)— 
Impairment charges(455)— 
Gain on sale of business, net— 891 
EBITDA$(10,398)$18,384 
Income tax expense(652)(936)
Interest expense, net of interest income(18,177)(17,784)
Depreciation and amortization(32,133)(33,528)
Net loss attributable to Cooper-Standard Holdings Inc.$(61,360)$(33,864)

March 31, 2022December 31, 2021
Segment assets:
North America$901,103 $885,517 
Europe447,256 372,097 
Asia Pacific473,232 510,524 
South America78,479 61,479 
Total Automotive1,900,070 1,829,617 
Corporate, eliminations and other383,066 396,876 
Consolidated$2,283,136 $2,226,493 


23

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, 2021 filed with the U.S. Securities and Exchange Commission (“2021 Annual Report”), including Item 1A. “Risk Factors.” The following should be read in conjunction with our 2021 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2021 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 83% of our sales in 2021 made directly to major OEMs. We operate our 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 2020, the COVID-19 pandemic created an unusually high degree of economic disruption and uncertainty globally which adversely impacted automotive production. In 2021, global automotive production was again impaired by lingering impacts of the COVID-19 pandemic and broad supply chain challenges stemming, in part, from a sharp rebound in overall industrial demand. In early 2022, global economic uncertainty remains and is increasing as pandemic related restrictions are again being imposed in certain large population centers, and evolving military actions in Eastern Europe are creating a regional humanitarian and economic crisis with broad global implications.
In North America, U.S. consumer confidence has trended downward since the second quarter of 2021. Key drivers of the decline are significant inflation, continuing supply chain disruptions and enacted and prospective interest rate hikes. Geopolitical tensions and persistent concerns over new variants of COVID-19 are also important factors. However, U.S. households have benefited from past economic stimulus actions, and personal savings rates remain high. In addition, the unemployment rate in the U.S. is near an all-time low. Finally, the U.S. government has begun to take actions to control inflation. The Federal Reserve Bank announced a 25 basis point increase in the Federal Funds interest rate in March and set expectations for six additional interest rate hikes during the remainder of the year. However, future government spending authorized by recently passed infrastructure legislation and private spending related to pent-up consumer demand are expected to support continued economic growth. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 3.7 percent, 3.9 percent and 2.0 percent, respectively, in 2022.
In Europe, the war in Ukraine and related sanctions imposed on Russia are having a dramatic impact on energy prices and energy security. This is translating into lower output and higher inflation for most Eurozone countries. Supply chain disruptions have also hurt certain industries – including the automobile sector, with the war and sanctions hindering the production of key input materials. The easing of COVID-19 restrictions, tighter labor markets, pent-up spending and EU fund disbursements should sustain activity and support some growth in 2022. Economists at the IMF are currently expecting the economy in the Eurozone region to grow by approximately 2.8 percent for the year.
In the Asia Pacific region, the combination of more transmissible variants and the strict zero-COVID strategy in China has led to repeated mobility restrictions and localized lockdowns that have weighed on economic activity and private consumption. Recent lockdowns in key Chinese manufacturing and trading hubs such as Shenzhen and Shanghai will likely compound supply disruptions elsewhere in the region and beyond. Moreover, real estate investment growth in China has slowed significantly, and
24

demand for Chinese exports is expected to be weaker as a result of the war in Ukraine. Still, the Chinese government recently set a GDP growth target of 5.5 percent for 2022, implying that further stimulus measures may be implemented to sustain economic growth. Economists at the IMF are expecting the Chinese economy to grow just 4.4 percent for the year.
In South America, the Brazilian government has attempted to rein in inflation by implementing a 975 basis point increase in interest rates. This is expected to weigh on consumer demand as well as industrial production and growth. However, with the October presidential election looming, the government has also implemented a significant social spending program and a reduction in fuel tax rates targeted at aiding the lower and middle-income segments of the population. Even with the increased social spending, economists at the IMF are now estimating the Brazilian economy will grow just 0.8 percent in 2022. 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 and oil-derived commodities, continue to be volatile, which led to significant increases in these costs in 2021. Current global events add another layer of uncertainty to raw material costs for 2022, and we continue to see significant inflationary pressure. As such, on an ongoing basis, we work with our customers and suppliers to mitigate both inflationary pressures and our material-related cost exposures.
Production Levels
Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America 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 COVID-19. Beginning in the first quarter of 2021, OEM production volumes were disrupted by the global shortage of semiconductors. In 2022 disruptions stemming from the Russia-Ukraine crisis have further exacerbated supply chain disruptions and vehicle production levels. We continue to collaborate closely with our customers to minimize production inefficiencies while supporting their needs.
Light vehicle production in certain regions for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended March 31,
(In millions of units)
2022(1)
2021(1)
% Change
North America3.6 3.6 (1.8)%
Europe3.9 4.7 (18.3)%
Asia Pacific11.1 11.1 0.2%
Greater China6.2 5.9 5.9%
South America0.6 0.7 (12.7)%
(1)Production data based on S&P Global (formerly IHS Markit), April 2022.
In all regions, production volumes were impacted by the global shortage of semiconductors which began in the first quarter of 2021 and deteriorated thereafter. Additionally in Europe, vehicle production in the three months ended March 31, 2022 was negatively impacted by additional supply chain issues related to the Russia-Ukraine crisis.

25

Results of Operations
 Three Months Ended March 31,
 20222021Change
(dollar amounts in thousands)
Sales$612,984 $668,967 $(55,983)
Cost of products sold591,442 600,675 (9,233)
Gross profit21,542 68,292 (46,750)
Selling, administration & engineering expenses51,904 58,054 (6,150)
Gain on sale of business, net— (891)891 
Amortization of intangibles1,746 1,772 (26)
Restructuring charges7,831 21,047 (13,216)
Impairment charges455 — 455 
Operating loss(40,394)(11,690)(28,704)
Interest expense, net of interest income(18,177)(17,784)(393)
Equity in (losses) earnings of affiliates(1,356)786 (2,142)
Other expense, net(1,211)(5,089)3,878 
Loss before income taxes(61,138)(33,777)(27,361)
Income tax expense 652 936 (284)
Net loss(61,790)(34,713)(27,077)
Net loss attributable to noncontrolling interests430 849 (419)
Net loss attributable to Cooper-Standard Holdings Inc.$(61,360)$(33,864)$(27,496)

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021
Sales
Sales for the three months ended March 31, 2022 decreased 8.4%, compared to the three months ended March 31, 2021. The decrease in sales was driven by lower vehicle production volume due to the impact of semiconductor supply issues in the current year, foreign exchange, and the deconsolidation of a joint venture in the Asia Pacific region. See Note 2. “Deconsolidation and Divestiture” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.
Three Months Ended March 31,Variance Due To:
20222021ChangeVolume / Mix*Foreign ExchangeDeconsolidation
(dollar amounts in thousands)
Total sales$612,984 $668,967 $(55,983)$(37,454)$(10,059)$(8,470)
* Net of customer price adjustments
26

Gross Profit
Three Months Ended March 31,Variance Due To:
20222021ChangeVolume / Mix*Foreign ExchangeCost Increases/(Decreases)
(dollar amounts in thousands)
Cost of products sold$591,442 $600,675 $(9,233)$(33,332)$(7,416)$31,515 
Gross profit21,542 68,292 (46,750)(4,122)(2,643)(39,985)
Gross profit percentage of sales3.5 %10.2 %
* Net of customer price adjustments
Cost of products sold is primarily comprised of material, labor, manufacturing overhead, freight, depreciation, warranty costs and other direct operating expenses. The Company’s material cost of products sold was approximately 50% and 48% of total cost of products sold for the three months ended March 31, 2022 and 2021, respectively. The change in the cost of products sold was impacted by commodity and wage inflation, higher labor and overhead costs due to inconsistent volume production schedules, and higher energy and transportation costs. These costs were partially offset by volume and mix, foreign exchange, purchasing lean, manufacturing efficiencies, and the deconsolidation of a joint venture in the Asia Pacific region.
Gross profit for the three months ended March 31, 2022 decreased $46.8 million compared to the three months ended March 31, 2021. The change was driven by commodity and wage inflation, volume and mix, and foreign exchange. These items were partially offset by customer recovery of cost increases, manufacturing efficiencies, purchasing lean and restructuring savings.
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, 2022 was 8.5% of sales compared to 8.7% for the three months ended March 31, 2021. The decrease was primarily due to lower compensation costs due to salaried headcount initiative savings, customer recovery of engineering expense, and foreign exchange, partially offset by wage inflation.
Gain on Sale of Business, Net. The gain on sale of business of $0.9 million for the three months ended March 31, 2021 related to the net effect of our 2020 divestitures.
Amortization of Intangibles. Intangible amortization for the three months ended March 31, 2022 was comparable to the three months ended March 31, 2021.
Restructuring. Restructuring charges for the three months ended March 31, 2022 decreased $13.2 million compared to the three months ended March 31, 2021. The decrease was driven by lower restructuring charges primarily in Europe.
Impairment Charges. Non-cash impairment charges for the three months ended March 31, 2022 of $0.5 million related to idle assets, primarily in a certain European location.
Interest Expense, Net. Net interest expense for the three months ended March 31, 2022 increased $0.4 million compared to the three months ended March 31, 2021, due to higher debt balances.
Other Expense, Net. Other expense for the three months ended March 31, 2022 decreased $3.9 million compared to the three months ended March 31, 2021, primarily due to lower foreign currency losses, partially offset by the loss on deconsolidation of joint venture.
Income Tax Expense. Income tax expense for the three months ended March 31, 2022 was $0.7 million on losses before income taxes of $61.1 million compared to an income tax expense of $0.9 million on losses before income taxes of $33.8 million for the three months ended March 31, 2021. The effective tax rate for the three months ended March 31, 2022 differed primarily from the effective tax rate for the three months ended March 31, 2021 due to the geographic mix of pre-tax losses and the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions.
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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, 2022 Compared with Three Months Ended March 31, 2021
Sales
Three Months Ended March 31,Variance Due To:
20222021Change
Volume/ Mix*
Foreign ExchangeDeconsolidation
(dollar amounts in thousands)
Sales to external customers
North America$321,894 $339,036 $(17,142)$(16,824)$(318)$— 
Europe131,414 165,776 (34,362)(24,620)(9,742)— 
Asia Pacific103,753 114,225 (10,472)(1,794)(208)(8,470)
South America21,519 15,486 6,033 4,909 1,124 — 
Total Automotive578,580 634,523 (55,943)(38,329)(9,144)(8,470)
Corporate, eliminations and other34,404 34,444 (40)875 (915)— 
Consolidated$612,984 $668,967 $(55,983)$(37,454)$(10,059)$(8,470)
* Net of customer price adjustments
•Volume and mix, net of customer price adjustments, was driven by vehicle production volume decreases due to semiconductor-related customer schedule reductions.
•The impact of foreign currency exchange primarily related to the Euro and Brazilian Real.
Segment adjusted EBITDA
Three Months Ended March 31,Variance Due To:
20222021Change
Volume/ Mix*
Foreign ExchangeCost (Increases)/ Decreases
(dollar amounts in thousands)
Segment adjusted EBITDA
North America$17,496 $41,233 $(23,737)$(7,010)$221 $(16,948)
Europe(14,657)(1,489)(13,168)(3,068)244 (10,344)
Asia Pacific(742)3,552 (4,294)157 99 (4,550)
South America(409)(2,608)2,199 1,562 3,418 (2,781)
Total Automotive1,688 40,688 (39,000)(8,359)3,982 (34,623)
Corporate, eliminations and other(1,543)(2,148)605 4,237 471 (4,103)
Consolidated adjusted EBITDA$145 $38,540 $(38,395)$(4,122)$4,453 $(38,726)
* Net of customer price adjustments
•Volume and mix, net of customer price adjustments, was driven by vehicle production volume decreases due to semi-conductor-related customer schedule reductions.
•The impact of foreign currency exchange was driven by the Brazilian Real.
•The Cost (Increases) / Decreases category above includes:
◦Commodity cost and inflationary economics;
◦ Manufacturing lean efficiencies and purchasing savings through lean initiatives;
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◦Reduction in compensation-related expenses due to salaried headcount initiatives and restructuring savings.
Liquidity and Capital Resources
Short and Long-Term Liquidity Considerations and Risks
We intend to fund our ongoing working capital, capital expenditures, debt service and other funding requirements through a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring. The Company utilizes intercompany loans and equity contributions to fund its worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 9. “Debt” 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. Based on those actions and current projections of OEM customer production, we believe that our cash flows from operations, cash on hand, borrowings under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital, capital expenditures, debt service and other funding requirements for the next twelve months, despite the challenges presented by the COVID-19 pandemic and supply chain issues facing the industry. 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.
Cash Flows
Operating Activities. Net cash used in operations was $12.2 million for the three months ended March 31, 2022, compared to net cash used in operations of $7.1 million for the three months ended March 31, 2021. The net change was primarily due to reduced cash earnings, partially offset by improvement in working capital.
In April 2022, subsequent to the end of the first quarter, we received $28.5 million in cash payments from the United States Internal Revenue Service for tax refunds related to net operating loss carrybacks. We expect to receive additional refunds of approximately $23.0 million during the remainder of the second quarter of 2022.
Investing Activities. Net cash provided by investing activities was $20.1 million for the three months ended March 31, 2022, compared to net cash used in investing activities of $36.3 million for the three months ended March 31, 2021. Cash proceeds of $50.0 million related to the sale-leaseback agreement 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 $90 - $100 million on capital expenditures in 2022.
Financing Activities. Net cash used in financing activities totaled $3.0 million for the three months ended March 31, 2022, compared to net cash provided by financing activities of $1.3 million for the three months ended March 31, 2021. The outflow in 2022 primarily related to principal payments on debt, while the inflow in 2021 was primarily due to an increase in short-term debt.
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 and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. As of March 31, 2022, 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, 2022 or 2021.
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Non-GAAP Financial Measures
In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:
•because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;
•in developing our internal budgets and forecasts;
•as a significant factor in evaluating our management for compensation purposes;
•in evaluating potential acquisitions;
•in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and
•in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.
In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.
EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include:
 
•they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;
•they do not reflect changes in, or cash requirements for, our working capital needs;
•they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, Term Loan Facility, Senior Notes and Senior Secured Notes;
•they do not reflect certain tax payments that may represent a reduction in cash available to us;
•although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
•other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.
In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.
30

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,
20222021
(dollar amounts in thousands)
Net loss attributable to Cooper-Standard Holdings Inc.$(61,360)$(33,864)
Income tax expense 652 936 
Interest expense, net of interest income18,177 17,784 
Depreciation and amortization32,133 33,528 
EBITDA$(10,398)$18,384 
Restructuring charges 7,831 21,047 
Deconsolidation of joint venture (1)
2,257 — 
Impairment charges (2)
455 — 
Gain on sale of business, net (3)
— (891)
Adjusted EBITDA$145 $38,540 
(1)Loss attributable to deconsolidation of joint venture investment in Asia Pacific, which required adjustment to fair value.
(2) Non-cash impairment charges in 2022 related to idle assets in Europe.
(3)During 2021, we recorded subsequent adjustments to the net gain on sale of business, which related to the 2020 divestiture of our European rubber fluid transfer and specialty sealing businesses.





31

Contingencies and Environmental Matters
The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 19. “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, 2022.
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: Impacts, including commodity cost increases and disruptions related to the war in Ukraine and the current COVID-related lockdowns in China; our ability to offset the adverse impact of higher commodity and other costs through 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 2021 Annual Report.
32

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, 2022 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.
33

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, 2022, 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 17. “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, 2022 is shown below:
Period
Total Number of Shares Purchased(1)
Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
January 1, 2022 through January 31, 20221,310 $22.41 — $98.7 
February 1, 2022 through February 28, 202229,777 16.88 — 98.7 
March 1, 2022 through March 31, 2022— — — 98.7 
Total31,087 — 
(1)Represents shares repurchased by the Company to satisfy employee tax withholding requirements due upon the vesting of restricted stock awards.
34

Item 6.        Exhibits
Exhibit
No.		 Description of Exhibit
10.1*†
10.2*†
10.3*†
31.1* 
31.2* 
32** 
101.INS***Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*** Inline XBRL Taxonomy Extension Schema Document
101.CAL*** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*** Inline XBRL Taxonomy Label Linkbase Document
101.PRE*** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104***Cover Page Interactive Data File, formatted in Inline XBRL
*Filed with this Report.
**Furnished with this Report.
***Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
†Management contract or compensatory plan or arrangement.
35

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 6, 2022
/S/ JONATHAN P. BANAS
DateJonathan P. Banas
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
36
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