☐ 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. Page ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or 1 PART I. FINANCIAL INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 6. Exhibits 40 SI ...

Financial Data and Key Metrics Changes - Adjusted EBITDA for Q4 2022 was $27.6 million, or 4.2% of sales, compared to $2 million, or 0.3% of sales in Q4 2021, driven by favorable volume and mix, improved operational efficiency, and lower SGA&E expenses [11][34] - Full year 2022 sales totaled $2.53 billion, an increase of 8.4% versus 2021, primarily due to favorable volume mix and enhanced commercial efforts on cost recoveries, partially offset by unfavorable foreign exchange and the deconsolidation of an Asian joint venture [12][16] - The company incurred a net loss of $171.5 million for the year, or $9.98 per diluted share, compared to an adjusted net loss of $222.3 million, or $13.04 per diluted share in 2021 [14] Business Line Data and Key Metrics Changes - New business awards increased by 32% in 2022 compared to 2021, with significant awards on EV platforms exceeding those on traditional internal combustion engine platforms for the first time [33] - The company recorded a net loss of $88 million in Q4 2022, including noncash asset impairments and restructuring charges, while adjusted net loss was $31.9 million, or $1.85 per diluted share, compared to $50.3 million, or $2.94 per diluted share in Q4 2021 [35] Market Data and Key Metrics Changes - 75% of 2023 global revenue is expected to come from trucks and SUVs, with nearly 90% in North America, benefiting from higher market growth rates and increased content per vehicle [24] - The company expects sales in 2023 to range from $2.6 billion to $2.8 billion, with adjusted EBITDA between $150 million and $175 million, reflecting conservative estimates due to ongoing uncertainties in the industry [18][66] Company Strategy and Development Direction - The company is focused on lean initiatives, manufacturing efficiencies, and optimizing its operating footprint to align with market demand [68] - The strategic focus on light trucks and SUVs positions the company to benefit from global market trends, with expected growth in the truck and SUV segment significantly outpacing passenger cars over the next five years [71] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2023, anticipating all four regions to be EBITDA positive, contingent on the completion of ongoing commercial negotiations [53] - The company has significantly reduced its cost structure over the past four years, with cumulative annual operating cost reductions exceeding $480 million, expected to carry forward into 2023 and beyond [21] Other Important Information - The company ended 2022 with total liquidity of $342 million, including cash on hand of $187 million and $155 million available on its revolving credit facility [17] - Cash restructuring in 2023 is estimated at $35 million to $40 million, focusing on rightsizing operations and fixed overhead [42] Q&A Session Summary Question: Will all regions be EBITDA positive in fiscal '23? - Management expects all regions to be EBITDA positive, pending the conclusion of commercial negotiations by the end of Q1 [53] Question: What is the liquidity situation post-refinancing? - Management is comfortable with the current liquidity situation and will provide detailed updates in the Q1 call [56] Question: What percentage of revenue will the footwear manufacturer contribute in 2023? - The footwear deal recorded a guaranteed minimum of around $12 million in Q4 2021, with no significant changes anticipated for 2023 [57] Question: How will working capital impact cash flow in '23? - Management expects working capital to be a source of cash, with better inventory management anticipated due to improved production schedules [91] Question: How much of the $150 million EBITDA benefit is subject to finalizing commercial agreements? - The $150 million includes expectations about ongoing negotiations, but not all agreements are solidified yet [93]

Part I [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Cooper-Standard is a leading global automotive supplier of sealing, fuel, and fluid transfer systems, serving OEMs like Ford, GM, and Stellantis across four regional segments - The company operates **132 facilities** in **21 countries** with approximately **23,000 employees**, holding market leadership positions in its product segments: **1 in sealing systems**, **2 in fuel and brake delivery**, and **3 in fluid transfer systems**[136](index=136&type=chunk) - Recent strategic moves include the **2019 divestiture** of the anti-vibration systems (AVS) business and the **2020 divestiture** of European rubber fluid transfer, specialty sealing, and Indian operations to streamline focus[110](index=110&type=chunk) Sales by Product Line (2020-2022) | Product Line | 2022 (%) | 2021 (%) | 2020 (%) | | :--- | :--- | :--- | :--- | | Sealing systems | 51 | 51 | 50 | | Fuel and brake delivery systems | 25 | 25 | 25 | | Fluid transfer systems | 19 | 19 | 19 | | Other | 5 | 5 | 6 | Sales by Top Customers (2020-2022) | Customer | 2022 (%) | 2021 (%) | 2020 (%) | | :--- | :--- | :--- | :--- | | Ford | 25 | 24 | 24 | | General Motors | 19 | 17 | 19 | | Stellantis | 14 | 14 | 14 | | Volkswagen Group | 5 | 5 | 5 | | Daimler | 4 | 4 | 4 | | Other | 33 | 36 | 34 | - The company is focused on innovation, particularly for the growing electric vehicle (EV) market, with products like PlastiCool™ multilayer tubing and Ergo-Lock™ connectors for thermal management[120](index=120&type=chunk)[142](index=142&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, strategic, financial, and legal risks, including supply chain disruptions, customer concentration, substantial debt, and compliance challenges - Operational Risks: The company is vulnerable to public health crises (COVID-19), inflation increasing the cost structure, significant supply chain disruptions (e.g., semiconductors), and potential cybersecurity breaches[167](index=167&type=chunk)[199](index=199&type=chunk)[170](index=170&type=chunk) - Strategic Risks: High dependency on the automotive industry, significant customer concentration with **Ford, GM, and Stellantis accounting for 58% of 2022 sales**, and continuous pricing pressure from OEMs are major strategic challenges[175](index=175&type=chunk)[206](index=206&type=chunk)[176](index=176&type=chunk) - Financial Risks: The company has substantial debt (**$1,056 million as of Dec 31, 2022**) with restrictive covenants that limit operational flexibility. Liquidity is a concern, constrained by borrowing base limits on the ABL facility and a springing financial covenant that the company currently would not meet. Pension plans are also underfunded[243](index=243&type=chunk)[210](index=210&type=chunk)[249](index=249&type=chunk) - Legal and Compliance Risks: The company is exposed to product liability, warranty, and recall claims, which could be material. It also faces risks related to protecting its intellectual property and complying with a wide range of international laws, including environmental and anti-corruption regulations[234](index=234&type=chunk)[222](index=222&type=chunk)[253](index=253&type=chunk) [Item 2. Properties](index=23&type=section&id=Item%202.%20Properties) As of December 31, 2022, the company operates **132 facilities** across **21 countries**, including **78 manufacturing sites**, with its corporate headquarters in Northville, Michigan Facilities by Segment (as of Dec 31, 2022) | Segment | Type | Total Facilities | Owned Facilities | | :--- | :--- | :--- | :--- | | North America | Manufacturing | 35 | 21 | | | Other | 24 | 1 | | Asia Pacific | Manufacturing | 19 | 6 | | | Other | 12 | 0 | | Europe | Manufacturing | 21 | 14 | | | Other | 18 | 2 | | South America | Manufacturing | 3 | 1 | Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, has never paid dividends due to debt restrictions, and had **$98.7 million** remaining on its stock repurchase authorization as of December 31, 2022 - The company has never declared or paid a dividend on its common stock and does not plan to in the foreseeable future. Debt covenants also restrict the ability to pay dividends[256](index=256&type=chunk) - The company did not repurchase any shares under its 2018 common stock repurchase program during 2022, 2021, or 2020. As of December 31, 2022, approximately **$98.7 million** of repurchase authorization remained[284](index=284&type=chunk)[52](index=52&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Sales increased to **$2.53 billion** in 2022, driven by higher volumes and pricing, while gross profit improved and net loss narrowed, supported by a significant debt refinancing in early 2023 Key Financial Results (2022 vs. 2021, in millions) | Metric | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Sales | $2,525.4 | $2,330.2 | +8.4% | | Gross Profit | $129.8 | $87.2 | +48.8% | | Operating Loss | ($105.0) | ($209.1) | +49.8% | | Net Loss Attributable to CSHI | ($215.4) | ($322.8) | +33.3% | | Adjusted EBITDA | $37.9 | ($8.0) | +$45.9 | - The increase in sales was primarily driven by improved volume and mix from higher vehicle production and net customer price adjustments, partially offset by negative foreign currency exchange impacts of **$96.4 million**[298](index=298&type=chunk)[297](index=297&type=chunk) - Gross profit margin improved from **3.7% to 5.1%** year-over-year, benefiting from higher volume, manufacturing efficiencies, and purchasing savings, which were partially offset by significant commodity and wage inflation[273](index=273&type=chunk)[298](index=298&type=chunk) - In January 2023, the company completed major refinancing transactions, including exchanging **$357.4 million** of 2026 Senior Notes for new Third Lien Notes and issuing **$580.0 million** of new First Lien Notes. This extended debt maturities and provides a payment-in-kind (PIK) interest option for the next two years to preserve cash[279](index=279&type=chunk)[305](index=305&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from foreign currency, interest rates, and commodity prices, managing them through hedging, but remains exposed to variable debt and raw material volatility - The company uses forward foreign exchange contracts to hedge currency risk. As of December 31, 2022, the notional amount of these contracts was **$135.3 million**[317](index=317&type=chunk)[3](index=3&type=chunk) - As of December 31, 2022, **38.1%** of the company's total debt was at variable interest rates. A **100 basis point (1%)** increase in interest rates would increase annualized pre-tax interest expense by **$3.7 million**[319](index=319&type=chunk) - The company faces significant commodity price risk for raw materials. It attempts to mitigate this through material index agreements with customers and suppliers, but it is generally difficult to pass all increases to customers[160](index=160&type=chunk)[319](index=319&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2020-2022, including the independent auditor's report, detailing the company's financial position, operations, and cash flows [Report of Independent Registered Public Accounting Firm](index=45&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued unqualified opinions on the financial statements and internal controls, highlighting property, plant, and equipment impairment as a critical audit matter - The auditor, Ernst & Young LLP, issued an unqualified opinion, concluding that the financial statements are fairly presented in accordance with U.S. GAAP[323](index=323&type=chunk) - The auditor also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022[387](index=387&type=chunk) - The impairment of property, plant, and equipment was identified as a critical audit matter, requiring complex and subjective judgment regarding the estimation of the assets' fair value[354](index=354&type=chunk)[384](index=384&type=chunk) [Consolidated Financial Statements](index=48&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a **$217.8 million** net loss in 2022, total assets of **$1.96 billion**, and **$36.2 million** cash used in operations Consolidated Statement of Operations Highlights (in thousands) | Line Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Sales | $2,525,391 | $2,330,191 | $2,375,439 | | Gross Profit | $129,791 | $87,228 | $147,547 | | Operating Loss | ($105,002) | ($209,092) | ($268,686) | | Net Loss | ($217,791) | ($328,844) | ($269,374) | | Diluted Loss Per Share | ($12.53) | ($18.94) | ($15.82) | Consolidated Balance Sheet Highlights (in thousands) | Line Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | $945,649 | $994,897 | | Total Assets | $1,963,529 | $2,226,493 | | Total Current Liabilities | $631,618 | $597,615 | | Long-Term Debt | $982,054 | $980,604 | | Total Liabilities | $1,862,337 | $1,895,133 | | Total Equity | $101,192 | $331,360 | Consolidated Statement of Cash Flows Highlights (in thousands) | Line Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | ($36,150) | ($115,510) | ($15,934) | | Net cash used in investing activities | ($17,892) | ($91,262) | ($106,880) | | Net cash (used in) provided by financing activities | ($4,266) | $3,209 | $207,715 | [Notes to Consolidated Financial Statements](index=53&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment performance, the **2023 debt refinancing**, underfunded pension plans, contingent liabilities, and customer concentration - Subsequent to year-end, on January 27, 2023, the company completed a major refinancing, exchanging existing notes for new First and Third Lien Notes due 2027 and repaying its Term Loan Facility. This extended maturities and provides interest payment flexibility[490](index=490&type=chunk) - The company's U.S. pension plans were underfunded by **$16.3 million** and non-U.S. plans by **$83.8 million** as of Dec 31, 2022. The Board approved a plan to terminate the main U.S. pension plan, which is expected to be settled via lump sums and an annuity purchase[249](index=249&type=chunk)[483](index=483&type=chunk) - The company has a contingent asset from a favorable Brazilian court ruling on indirect taxes, with **$4.6 million** of pre-tax recoveries remaining as of year-end 2022[570](index=570&type=chunk) - Environmental reserves for cleanup and compliance totaled **$10.8 million** as of Dec 31, 2022[34](index=34&type=chunk) Customer Concentration (% of Net Sales) | Customer | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Ford | 25 | 24 | 24 | | General Motors | 19 | 17 | 19 | | Stellantis | 14 | 14 | 14 | [Item 9A. Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[577](index=577&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022, based on the COSO 2013 framework[609](index=609&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Required information for this item is incorporated by reference from the company's 2023 Proxy Statement[69](index=69&type=chunk)[44](index=44&type=chunk) [Item 11. Executive Compensation](index=93&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation details are incorporated by reference from the 2023 Proxy Statement - Required information for this item is incorporated by reference from the company's 2023 Proxy Statement[82](index=82&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=93&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management is incorporated by reference from the 2023 Proxy Statement - Required information for this item is incorporated by reference from the company's 2023 Proxy Statement[71](index=71&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=93&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2023 Proxy Statement - Required information for this item is incorporated by reference from the company's 2023 Proxy Statement[44](index=44&type=chunk) [Item 14. Principal Accounting Fees and Services](index=93&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Principal accounting fees and services information is incorporated by reference from the 2023 Proxy Statement - Required information for this item is incorporated by reference from the company's 2023 Proxy Statement[581](index=581&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=94&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including corporate governance documents and material contracts - This section provides a comprehensive list of all financial statements, schedules, and exhibits filed with the Form 10-K[73](index=73&type=chunk)[84](index=84&type=chunk) - The Index to Exhibits details numerous material agreements, including debt indentures, credit agreements, incentive plans, and amendments, many of which are incorporated by reference from previous filings[74](index=74&type=chunk)[85](index=85&type=chunk)[75](index=75&type=chunk) [Signatures](index=101&type=section&id=Signatures) The Form 10-K was signed on February 17, 2023, by the principal executive, financial, and accounting officers, and a majority of the board of directors - The Form 10-K was signed on **February 17, 2023**, by Jeffrey S. Edwards, Chairman and Chief Executive Officer, along with other principal officers and directors[78](index=78&type=chunk)[88](index=88&type=chunk)[621](index=621&type=chunk)

Cooper-Standard Holdings Inc. (NYSE:CPS) Q3 2022 Earnings Conference Call November 2, 2022 9:00 AM ET Company Participants Roger Hendriksen - Director-Investor Relations Jeff Edwards - Chairman & Chief Executive Officer Jon Banas - Executive Vice President & Chief Financial Officer Conference Call Participants Michael Ward - Benchmark Steve Ferazani - Sidoti Joe Farricielli - Cantor Brian DiRubbio - Baird Kirk Ludtke - Imperial Capital Operator Good morning, ladies and gentlemen, and welcome to the Cooper-S ...

Creating Sustainable Solutions TOGETHER Third Quarter 2022 Earnings Presentation November 2, 2022 Agenda 1. Introduction Roger Hendriksen | Director, Investor Relations « | --- | --- | |-------|----------------------------------------------------------------------------| | | | | | Third Quarter Summary Jeff Edwards \| Chairman and Chief Executive Officer | | | Financial Overview Jon Banas \| Executive VP and Chief Financial Officer | | | Full-year Guidance and Strategic Outlook Jeff Edwards | | | Q & A | 2 ...

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 September 30, 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. (NYSE:CPS) Q2 2022 Earnings Conference Call August 5, 2022 10:00 AM ET Company Participants Roger Hendriksen - Director, IR Jeffrey Edwards - Chairman & CEO Jonathan Banas - EVP & CFO Conference Call Participants Mike Ward - Benchmark Steve Ferazani - Sidoti & Company Brian DiRubbio - Robert W. Baird Joseph Farricielli - Cantor Fitzgerald Alexander Graf - Cowen Operator Good morning, ladies and gentlemen, and welcome to the Cooper-Standard Second Quarter 2022 Earnings Conferenc ...

| --- | --- | |----------------------------------------------------|-------| | | | | | | | Creating Sustainable Solutions | | | Second Quarter 2022 Earnings Presentation TOGETHER | | | August 5, 2022 | | Agenda 1. Introduction Roger Hendriksen | Director, Investor Relations 2. Second Quarter Summary Jeff Edwards | Chairman and Chief Executive Officer 3. Financial Overview Jon Banas | Executive VP and Chief Financial Officer 4. Full-year Guidance and Strategic Outlook Jeff Edwards Q & A 2 Forward-Looking Sta ...

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 June 30, 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. (NYSE:CPS) Q1 2022 Earnings Conference Call May 6, 2022 9:00 AM ET Company Participants Jeffrey Edwards – Chief Executive Officer and Chairman Jonathan Banas – Executive Vice President and Chief Financial Officer Roger Hendriksen – Director, Investor Relations Conference Call Participants Steve Ferazani – Sidoti & Company Mike Ward – Benchmark Kirk Ludtke – Imperial Capital, LLC Kevin McVeigh – Credit Suisse Brian DiRubbio – Robert W. Baird Josh Taykowski – Credit Suisse Pratee ...