Agenda 2. 4. 2 You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this presentation, 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. 4 97% World-class Service Green Launch Scorecards 5 | --- | --- | |---------------------------------------------------|- ...

Cooper-Standard Holdings Inc. (NYSE:CPS) Q3 2023 Earnings Conference Call November 3, 2023 9:00 AM ET Company Participants Roger Hendriksen - Director of IR Jeff Edwards - Chairman and CEO Jon Banas - EVP and CFO Chris Couch - SVP and CTO Conference Call Participants Michael Ward - Benchmark Operator Good morning, ladies and gentlemen, and welcome to the Cooper-Standard Third Quarter 2023 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded, and the webcast ...

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, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission File Number: 001-36127 COOPER-STANDARD HOLDIN ...

| --- | --- | |----------------------------------------------------|-------| | | | | Creating Sustainable Solutions | | | TOGETHER Second Quarter 2023 Earnings Presentation | | | August 4, 2023 | | 1. c 2 This presentation 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 ...

Financial Data and Key Metrics Changes - Second quarter 2023 sales were $723.7 million, an increase of 19.4% compared to the second quarter of 2022, driven by favorable volume and mix across all regions and enhanced commercial agreements primarily in Europe [15][41] - Gross profit for the second quarter was $77.7 million or 10.7% of sales, compared to $15.4 million or 2.5% of sales in the second quarter of 2022 [15] - Adjusted EBITDA in the quarter was $47.9 million compared to negative $10.4 million in the second quarter of last year, driven by favorable volume and mix, enhanced commercial agreements, and lean savings [16][42] - Net loss for the quarter was $27.8 million, compared to a net loss of $33.2 million in the second quarter of 2022 [19] Business Line Data and Key Metrics Changes - The company achieved $84.9 million in net new business awards in the second quarter, including $36.4 million on electric vehicle platforms, reflecting strong customer relationships and advanced engineering capabilities [11] - Manufacturing and purchasing teams delivered $16 million in savings through lean initiatives and improving efficiencies during the second quarter [10] Market Data and Key Metrics Changes - Favorable volume, mix, and net price adjustments added $209 million to sales compared to the same period last year, while foreign exchange negatively impacted sales by $21 million [21] - General inflation, including energy, salaries, and transportation costs, reduced adjusted EBITDA by $15 million in the quarter [42] Company Strategy and Development Direction - The company is focusing on recovering incremental costs related to inflation and establishing sustainable pricing to enhance quality of earnings and long-term value creation [25] - There is a commitment to divesting non-core businesses that do not meet strategic minimum rates for margins, ROI, or future growth [27] - The rollout and installation of equipment to optimize Fortrex production is expected to begin early next year, aiming to drive further market penetration with automotive customers [28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improving operating efficiencies and cash flow positive expectations for the second half of the year, supported by enhanced commercial agreements [23][30] - The company is in a better position than a year ago but acknowledges there is still room for improvement [29] - Management highlighted the importance of ongoing negotiations with customers to recover inflation and establish sustainable pricing [25][61] Other Important Information - The company ended June with a cash balance of approximately $73 million and expects stronger cash flow in the second half of the year [22][44] - The company has identified opportunities to further improve its cost structure by directing new business to advantageous production facilities [48] Q&A Session Summary Question: Can you elaborate on the commercial agreements and their impact? - Management clarified that the priority was to stabilize cash flow in Europe and that negotiations have been successful, leading to improved results [32][33] Question: What are the expectations for normalized production levels? - Management expressed encouragement about predictable volume increases and expects continued growth in production levels over the next few years [36][56] Question: Can you provide details on the Fortrex technology and its applications? - Management discussed the potential revenue opportunity in automotive applications and the introduction of Fortrex in running shoes, highlighting its benefits [58][71] Question: Are there any other divestiture opportunities? - Management confirmed ongoing identification of non-strategic and underperforming businesses for potential divestiture [73] Question: What is the minimum liquidity required for operations? - The minimum liquidity requirement is between $100 million to $125 million, including cash on hand and access to credit facilities [78]

Financial Performance - Sales for the three months ended June 30, 2023, increased by 19.4% to $723,740,000 compared to $605,917,000 in the same period of 2022, driven by higher vehicle production volume and net customer price adjustments [141][143]. - Gross profit for the three months ended June 30, 2023, was $77,714,000, a significant increase from $15,376,000 in the same period of 2022, resulting in a gross profit margin of 10.7% [141][145]. - For the three months ended June 30, 2023, gross profit increased by $62.3 million compared to the same period in 2022, driven by volume and mix, net of customer price adjustments, and manufacturing savings [147]. - Sales for the six months ended June 30, 2023, increased by 15.4% to $1,406.2 million, driven by higher vehicle production volume and net customer price adjustments [155]. - Gross profit for the six months ended June 30, 2023, increased by 223.8% compared to the same period in 2022, reflecting improved volume and mix [158]. - Adjusted EBITDA for the six months ended June 30, 2023, was $60,396,000, compared to an Adjusted EBITDA of $(10,229,000) for the same period in 2022 [210]. Production and Sales - Light vehicle production in North America increased by 14.9% to 4.1 million units in Q2 2023 compared to 3.5 million units in Q2 2022, while production in Europe rose by 14.3% to 4.5 million units [137]. - Total sales to external customers increased to $1,406,198, a 15.3% increase from $1,218,901 in the same period last year [172]. - North America sales rose by $80,356 to $733,937, while Europe saw an increase of $82,051 to $339,752 [172]. Losses and Expenses - The company reported a net loss of $28,420,000 for the three months ended June 30, 2023, an improvement from a net loss of $34,151,000 in the same period of 2022 [141]. - Selling, administration, and engineering expenses for the three months ended June 30, 2023, were 7.5% of sales, down from 8.6% in the same period of 2022, primarily due to headcount initiative savings [148]. - Net interest expense for the three months ended June 30, 2023, increased by $15.6 million compared to the same period in 2022, primarily due to higher interest rates on new debt [151]. - Restructuring charges for the three months ended June 30, 2023, increased by $5.0 million compared to the same period in 2022, mainly in North America and Europe [150]. - The company recognized a loss of $81,885 on refinancing and extinguishment of debt during the six months ended June 30, 2023 [178]. Economic Outlook - The global automotive industry is expected to see modest increases in light vehicle production through at least 2025, supported by low inventory levels [138]. - Economists at the IMF project the U.S. economy to grow by 1.8% in 2023, which may positively influence automotive demand [130]. - In South America, Brazil's economy is projected to grow by 2.1% in 2023, driven by agricultural output, which may impact automotive demand positively [134]. Cost Management - The company has implemented index-based commercial agreements to mitigate raw material cost fluctuations, which have stabilized in the first half of 2023 [135]. - The company continues to face inflationary pressures on wages, energy, and transportation costs, necessitating ongoing negotiations for pricing adjustments with customers [139][140]. Debt and Liquidity - The company issued $580,000 aggregate principal amount of 13.50% First Lien Notes due 2027, with interest payable semi-annually [179]. - The Third Lien Notes issued amounted to $357,446, bearing interest at 5.625% per annum, also due in 2027 [182]. - As of June 30, 2023, the Company had $156,525 available for borrowing under its ABL Facility after accounting for outstanding letters of credit and reserves [193]. - The Company continues to actively preserve cash and enhance liquidity, decreasing capital expenditures as a percentage of sales [176]. - The Company expects to spend approximately $70 - $80 million on capital expenditures in 2023 [205]. Risks and Forward-Looking Statements - Significant risks include commodity cost increases, disruptions related to the war in Ukraine, and COVID-19 impacts on financial condition [214]. - The company has substantial indebtedness and faces risks associated with variable interest rates [214]. - The company does not guarantee future performance due to significant risks and uncertainties [215]. - Estimates and information based on industry publications have not been independently verified [216]. - The company undertakes no obligation to update forward-looking statements unless required by law [215].

Cooper-Standard Holdings Inc. (NYSE:CPS) Q1 2023 Earnings Conference Call May 4, 2023 9:00 AM ET Company Participants Roger Hendriksen - Director, IR Jeff Edwards - Chairman & CEO Jonathan Banas - EVP & CFO Conference Call Participants Michael Ward - The Benchmark Company Brian DiRubbio - Robert W. Baird Patrick Sheffield - Beach Point Capital Ben Briggs - StoneX Financial Operator Good morning, ladies and gentlemen, and welcome to the Cooper Standard First Quarter 2023 Earnings Conference Call. [Operator ...

☐ 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)