|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-1945088
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Page
|
PART I
|
||
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
||
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
|
||
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
||
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Signatures
|
•
|
Focus on four core product groups
|
•
|
Produce superior products as a recognized technological leader
|
•
|
Create an advantaged global manufacturing footprint to support customers
|
•
|
Commonize and standardize world-class engineering and manufacturing operations
|
CSOS Function
|
Strategic Focus
|
Global Purchasing
|
Develop an advantaged supply base to effectively leverage scale and optimize supplier quality.
|
Global Program Management
|
Ensure consistent and flawless product launch process across all regions.
|
IT Systems
|
Implement common systems to effectively communicate information throughout the business.
|
World-Class Safety
|
Implement globally consistent measurement system with zero incident goal.
|
Continuous Improvement
|
Implement lean manufacturing tools across all facilities to achieve cost savings and increased performance.
|
Innovation Management
|
Focus innovation processes to create breakthrough technologies for market differentiation.
|
World-Class Operations
|
Optimize global performance by implementing best business practices across the organization.
|
|
|
Percentage of Sales
|
||||
Product Line
|
|
2012
|
|
2013
|
|
2014
|
Sealing systems
|
|
49%
|
|
51%
|
|
52%
|
Fuel and brake delivery systems
|
|
22%
|
|
23%
|
|
20%
|
Fluid transfer systems
|
|
14%
|
|
13%
|
|
14%
|
Anti-vibration systems
|
|
10%
|
|
9%
|
|
8%
|
Product Groups
|
|
|
|
|
|
Market Position*
|
SEALING SYSTEMS
|
Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment
|
|
Global leader
|
|||
|
Products:
|
|
|
|
|
|
|
–
|
Dynamic seals
|
–
|
Polycarbonate hardcoat trim
|
|
|
|
–
|
Static seals
|
–
|
Flush glass systems
|
|
|
|
–
|
Encapsulated glass
|
–
|
Variable extrusion
|
|
|
|
–
|
Specialty sealing products
|
–
|
Agrifiber seals
|
|
|
|
–
|
Stainless steel trim
|
–
|
Film on thermoplastic vulcanizate and polypropylene seals
|
|
|
|
|
|
|
|
||
FUEL & BRAKE DELIVERY SYSTEMS
|
Sense, deliver and control fluids to fuel and brake systems
|
|
Top 2 globally
|
|||
Products:
|
|
|
|
|
||
|
–
|
Chassis and tank fuel lines and bundles (fuel lines, vapor lines and bundles)
|
–
|
Direct injection & port fuel rails (fuel rails and fuel charging assemblies)
|
|
|
|
–
|
Metallic brake lines and bundles
|
–
|
Quick connects
|
|
|
|
|
|
|
|
||
FLUID TRANSFER SYSTEMS
|
Sense, deliver and control fluid and vapors for optimal powertrain & HVAC operation
|
|
North America Leader
|
|||
|
Products:
|
|
|
|
|
|
|
–
|
Heater/coolant hoses
|
–
|
Turbo charger hoses
|
|
|
|
–
|
Quick connects
|
–
|
Secondary air hoses
|
|
|
|
–
|
DPF emission lines
|
–
|
Brake and clutch hoses
|
|
|
|
–
|
Degas tanks
|
–
|
Powertrain lines
|
|
|
|
–
|
Air intake and charge
|
|
|
|
|
|
|
|
|
|
||
ANTI-VIBRATION SYSTEMS
|
Control and isolate noise and vibration in the vehicle to improve ride and
handling
|
|
North America Leader
|
|||
|
Products:
|
|
|
|
|
|
|
–
|
Powertrain mount systems (elastomeric, conventional hydraulic & multi-state for engine and transmission applications)
|
–
|
Body and frame mount systems (conventional & hydraulic bushings, bumpers, bushings)
|
|
|
|
–
|
Chassis and suspension mount systems (conventional & hydraulic bushings, strut mounts, spring seats, bumpers, mass dampers, dual durometer (bi-compound) bushings)
|
|
|
|
|
Customer
|
|
2013
|
|
2014
|
Ford
|
|
25%
|
|
24%
|
GM
|
|
12%
|
|
16%
|
FCA
|
|
12%
|
|
13%
|
PSA Peugeot Citroën
|
|
7%
|
|
6%
|
Volkswagen Group
|
|
6%
|
|
5%
|
Country
|
|
Name
|
|
Ownership Percentage
|
China
|
|
Huayu-Cooper Standard Sealing Systems Co. Ltd.
|
|
47.5%
|
India
|
|
Sujan Barre Thomas AVS Private Limited
|
|
50%
|
Thailand
|
|
Nishikawa Tachaplalert Cooper Ltd.
|
|
20%
|
United States
|
|
Nishikawa Cooper LLC
|
|
40%
|
Name
|
|
Age
|
|
Position
|
Jeffrey S. Edwards
|
|
52
|
|
Chairman and Chief Executive Officer
|
Allen J. Campbell
|
|
57
|
|
Executive Vice President and Chief Financial Officer
|
Keith D. Stephenson
|
|
54
|
|
Executive Vice President and Chief Operating Officer
|
Matthew W. Hardt
|
|
47
|
|
Executive Vice President
|
Juan Fernando de Miguel Posada
|
|
57
|
|
Corporate Senior Vice President and President, Europe
|
Song Min Lee
|
|
55
|
|
Corporate Senior Vice President and President, Asia Pacific
|
D. William Pumphrey, Jr.
|
|
56
|
|
Corporate Senior Vice President and President, North America
|
Aleksandra A. Miziolek
|
|
58
|
|
Senior Vice President, General Counsel and Secretary
|
Larry E. Ott
|
|
55
|
|
Senior Vice President and Chief Human Resources Officer
|
Helen T. Yantz
|
|
54
|
|
Senior Vice President, Chief Accounting Officer and Assistant Secretary
|
•
|
make it more difficult for us to satisfy our obligations under the Term Loan Facility and the Senior ABL facility;
|
•
|
increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, since the majority of our borrowings are at variable rates of interest; and
|
•
|
increase our cost of borrowing.
|
•
|
incur additional indebtedness or issue certain disqualified stock and preferred stock;
|
•
|
pay dividends or certain other distributions on our capital stock or repurchase our capital stock;
|
•
|
make certain investments or other restricted payments;
|
•
|
place restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
|
•
|
engage in transactions with affiliates;
|
•
|
sell certain assets or merge with or into other companies;
|
•
|
guarantee indebtedness; and
|
•
|
create liens.
|
•
|
exchange controls and currency restrictions;
|
•
|
currency fluctuations and devaluations;
|
•
|
changes in local economic conditions;
|
•
|
repatriation restrictions (including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries);
|
•
|
global sovereign uncertainty and hyperinflation in certain foreign countries, including the sovereign debt crisis in certain European countries;
|
•
|
changes in laws and regulations, including export and import restrictions and the imposition of embargos;
|
•
|
exposure to possible expropriation or other government actions; and
|
•
|
exposure to local political or social unrest including resultant acts of war, terrorism, drug related violence or similar events.
|
Region
|
|
Type
|
|
Total Facilities(d)
|
|
Owned Facilities(d)
|
||
North America
|
|
Manufacturing(a)
|
|
30
|
|
|
23
|
|
|
|
Other(b)
|
|
7
|
|
|
1
|
|
Asia
|
|
Manufacturing
|
|
23
|
|
|
12
|
|
|
|
Other(b)
|
|
4
|
|
|
—
|
|
Europe
|
|
Manufacturing
|
|
21
|
|
|
18
|
|
|
|
Other(b)
|
|
6
|
|
|
3
|
|
South America
|
|
Manufacturing
|
|
4
|
|
|
1
|
|
|
|
Other(b)
|
|
1
|
|
|
—
|
|
Australia
|
|
Other(c)
|
|
1
|
|
|
1
|
|
(a)
|
Includes multi-activity sites which are predominantly manufacturing.
|
(b)
|
Includes design, engineering, administrative and logistics locations.
|
(c)
|
Sold January 2015
|
(d)
|
Excludes 6 unutilized (owned) facilities: (2) Europe; (4) North America
|
|
|
Common Stock
|
|
Warrants
|
||||||||||||
2013
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
March 31, 2013
|
|
$
|
41.64
|
|
|
$
|
36.00
|
|
|
$
|
16.47
|
|
|
$
|
12.00
|
|
June 30, 2013
|
|
47.25
|
|
|
41.40
|
|
|
21.34
|
|
|
16.25
|
|
||||
September 30, 2013
|
|
52.50
|
|
|
46.25
|
|
|
28.43
|
|
|
20.50
|
|
||||
December 31, 2013
|
|
55.01
|
|
|
46.52
|
|
|
30.00
|
|
|
22.55
|
|
|
|
Common Stock
|
|
Warrants
|
||||||||||||
2014
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
March 31, 2014
|
|
$
|
70.65
|
|
|
$
|
48.10
|
|
|
$
|
44.00
|
|
|
$
|
23.03
|
|
June 30, 2014
|
|
70.20
|
|
|
61.24
|
|
|
44.25
|
|
|
34.00
|
|
||||
September 30, 2014
|
|
65.87
|
|
|
60.92
|
|
|
39.30
|
|
|
34.45
|
|
||||
December 31, 2014
|
|
59.77
|
|
|
50.99
|
|
|
32.42
|
|
|
25.15
|
|
2014
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
|
||||||
October 1 - October 31
|
|
54
|
|
|
$
|
56.25
|
|
|
—
|
|
|
$
|
45.4
|
|
November 1 - November 30
|
|
85,282
|
|
|
$
|
53.47
|
|
|
85,174
|
|
|
$
|
40.8
|
|
December 1 - December 31
|
|
11,454
|
|
|
$
|
53.08
|
|
|
11,448
|
|
|
$
|
40.2
|
|
Total
|
|
96,790
|
|
|
$
|
53.43
|
|
|
96,622
|
|
|
$
|
40.2
|
|
(1)
|
Includes
168
shares of common stock surrendered to the Company by participants in various benefit plans of the Company to satisfy the participant's taxes related to vesting or delivery of time vesting restricted share units under those plans.
|
|
|
Ticker
|
|
5/27/2010
|
|
12/31/2010
|
|
12/30/2011
(1)
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
||||||||||||
Cooper-Standard Holdings Inc.
|
|
CPS
|
|
$
|
100.00
|
|
|
$
|
130.43
|
|
|
$
|
100.00
|
|
|
$
|
110.14
|
|
|
$
|
142.35
|
|
|
$
|
167.77
|
|
S&P 500
|
|
SPX
|
|
$
|
100.00
|
|
|
$
|
115.24
|
|
|
$
|
117.63
|
|
|
$
|
120.46
|
|
|
$
|
177.17
|
|
|
$
|
199.82
|
|
S&P Supercomposite Auto Parts & Equipment Index
|
|
S15AUTP
|
|
$
|
100.00
|
|
|
$
|
142.48
|
|
|
$
|
124.22
|
|
|
$
|
126.52
|
|
|
$
|
201.69
|
|
|
$
|
208.58
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||
|
Five Months Ended
|
|
|
Seven Months Ended
|
|
Year Ended December 31,
|
||||||||||||||||||
|
May 31, 2010
|
|
December 31, 2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|||||||||||||
|
(dollar amounts in millions, except per share amounts)
|
|||||||||||||||||||||||
Statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
1,009.1
|
|
|
|
$
|
1,405.0
|
|
|
$
|
2,853.5
|
|
|
$
|
2,880.9
|
|
|
$
|
3,090.5
|
|
|
$
|
3,244.0
|
|
Cost of products sold
|
832.2
|
|
|
|
1,172.4
|
|
|
2,402.9
|
|
|
2,442.0
|
|
|
2,617.8
|
|
|
2,734.6
|
|
||||||
Gross profit
|
176.9
|
|
|
|
232.6
|
|
|
450.6
|
|
|
438.9
|
|
|
472.7
|
|
|
509.4
|
|
||||||
Selling, administration, & engineering expenses
|
92.1
|
|
|
|
159.5
|
|
|
257.6
|
|
|
281.3
|
|
|
293.5
|
|
|
301.7
|
|
||||||
Amortization of intangibles
|
0.3
|
|
|
|
9.0
|
|
|
15.6
|
|
|
15.4
|
|
|
15.4
|
|
|
16.4
|
|
||||||
Impairment charges
|
—
|
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
26.3
|
|
||||||
Restructuring
|
5.9
|
|
|
|
0.5
|
|
|
52.2
|
|
|
28.8
|
|
|
21.7
|
|
|
17.4
|
|
||||||
Other operating profit
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
||||||
Operating profit
|
78.6
|
|
|
|
63.6
|
|
|
125.2
|
|
|
103.3
|
|
|
142.1
|
|
|
164.5
|
|
||||||
Interest expense, net of interest income
|
(44.5
|
)
|
|
|
(25.0
|
)
|
|
(40.5
|
)
|
|
(44.8
|
)
|
|
(54.9
|
)
|
|
(45.6
|
)
|
||||||
Equity earnings
|
3.6
|
|
|
|
3.4
|
|
|
5.4
|
|
|
8.8
|
|
|
11.0
|
|
|
6.0
|
|
||||||
Reorganization items and fresh-start accounting adjustments, net
|
303.4
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income (expense), net
|
(21.2
|
)
|
|
|
4.2
|
|
|
7.2
|
|
|
—
|
|
|
(7.4
|
)
|
|
(36.6
|
)
|
||||||
Income before income taxes
|
319.9
|
|
|
|
46.2
|
|
|
97.3
|
|
|
67.3
|
|
|
90.8
|
|
|
88.3
|
|
||||||
Income tax expense (benefit)
|
39.9
|
|
|
|
5.1
|
|
|
20.8
|
|
|
(31.5
|
)
|
|
45.6
|
|
|
42.8
|
|
||||||
Net income
|
280.0
|
|
|
|
41.1
|
|
|
76.5
|
|
|
98.8
|
|
|
45.2
|
|
|
45.5
|
|
||||||
Net (income) loss attributable to noncontrolling interests
|
(0.3
|
)
|
|
|
(0.5
|
)
|
|
26.3
|
|
|
4.0
|
|
|
2.7
|
|
|
(2.7
|
)
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
279.7
|
|
|
|
$
|
40.6
|
|
|
$
|
102.8
|
|
|
$
|
102.8
|
|
|
$
|
47.9
|
|
|
$
|
42.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income available to Cooper-Standard Holdings Inc. common stockholders
|
|
|
|
$
|
28.7
|
|
|
$
|
75.3
|
|
|
$
|
76.7
|
|
|
$
|
35.1
|
|
|
$
|
42.8
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
|
|
$
|
1.64
|
|
|
$
|
4.27
|
|
|
$
|
4.40
|
|
|
$
|
2.39
|
|
|
$
|
2.56
|
|
||
Diluted
|
|
|
|
$
|
1.55
|
|
|
$
|
3.93
|
|
|
$
|
4.14
|
|
|
$
|
2.24
|
|
|
$
|
2.39
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
|
|
$
|
294.5
|
|
|
$
|
361.7
|
|
|
$
|
270.6
|
|
|
$
|
184.4
|
|
|
$
|
267.3
|
|
||
Net working capital
(1)
|
|
|
|
175.3
|
|
|
193.9
|
|
|
265.6
|
|
|
269.1
|
|
|
294.3
|
|
|||||||
Total assets
|
|
|
|
1,853.8
|
|
|
2,003.8
|
|
|
2,026.0
|
|
|
2,102.8
|
|
|
2,132.8
|
|
|||||||
Total non-current liabilities
|
|
|
|
745.7
|
|
|
779.3
|
|
|
774.0
|
|
|
911.9
|
|
|
1,050.9
|
|
|||||||
Total debt
(2)
|
|
|
|
476.7
|
|
|
488.7
|
|
|
483.4
|
|
|
684.4
|
|
|
785.9
|
|
|||||||
Preferred stock
|
|
|
|
130.3
|
|
|
125.9
|
|
|
121.6
|
|
|
—
|
|
|
—
|
|
|||||||
Total equity
|
|
|
|
563.1
|
|
|
601.2
|
|
|
629.2
|
|
|
615.6
|
|
|
548.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
$
|
(75.4
|
)
|
|
|
$
|
170.6
|
|
|
$
|
172.3
|
|
|
$
|
84.4
|
|
|
$
|
133.3
|
|
|
$
|
171.0
|
|
Investing activities
|
(19.1
|
)
|
|
|
(51.8
|
)
|
|
(73.8
|
)
|
|
(117.6
|
)
|
|
(191.1
|
)
|
|
(157.4
|
)
|
||||||
Financing activities
|
(112.6
|
)
|
|
|
(1.4
|
)
|
|
(24.6
|
)
|
|
(58.1
|
)
|
|
(23.0
|
)
|
|
49.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures, including other intangible assets
|
$
|
22.9
|
|
|
|
$
|
54.4
|
|
|
$
|
108.3
|
|
|
$
|
131.1
|
|
|
$
|
183.3
|
|
|
$
|
192.1
|
|
(1)
|
Net working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding debt payable within one year).
|
(2)
|
Includes
$742.9 million
of our
Term loan
,
$0.6 million
in capital leases, and
$42.4 million
of other third-party debt at
December 31, 2014
.
|
•
|
continued shift to global platforms (same vehicle that is built in multiple regions around the world);
|
•
|
consolidation of suppliers;
|
•
|
increased government regulation; and
|
•
|
intensified consumer demand for high technology features in vehicles.
|
(1)
|
Production data based on IHS Automotive,
December 2014
.
|
(2)
|
Production data for
2013
has been updated to reflect actual production levels.
|
(1)
|
Production data based on IHS Automotive,
December 2014
.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Sales
|
$
|
2,880,902
|
|
|
$
|
3,090,542
|
|
|
$
|
3,243,987
|
|
Cost of products sold
|
2,442,014
|
|
|
2,617,804
|
|
|
2,734,558
|
|
|||
Gross profit
|
438,888
|
|
|
472,738
|
|
|
509,429
|
|
|||
Selling, administration & engineering expenses
|
281,268
|
|
|
293,446
|
|
|
301,724
|
|
|||
Amortization of intangibles
|
15,456
|
|
|
15,431
|
|
|
16,437
|
|
|||
Impairment charges
|
10,069
|
|
|
—
|
|
|
26,273
|
|
|||
Restructuring
|
28,763
|
|
|
21,720
|
|
|
17,414
|
|
|||
Other operating profit
|
—
|
|
|
—
|
|
|
(16,927
|
)
|
|||
Operating profit
|
103,332
|
|
|
142,141
|
|
|
164,508
|
|
|||
Interest expense, net of interest income
|
(44,762
|
)
|
|
(54,921
|
)
|
|
(45,604
|
)
|
|||
Equity earnings
|
8,778
|
|
|
11,070
|
|
|
6,037
|
|
|||
Other expense, net
|
(63
|
)
|
|
(7,437
|
)
|
|
(36,658
|
)
|
|||
Income before income taxes
|
67,285
|
|
|
90,853
|
|
|
88,283
|
|
|||
Income tax expense (benefit)
|
(31,531
|
)
|
|
45,599
|
|
|
42,810
|
|
|||
Net income
|
98,816
|
|
|
45,254
|
|
|
45,473
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
3,988
|
|
|
2,687
|
|
|
(2,694
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
102,804
|
|
|
$
|
47,941
|
|
|
$
|
42,779
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,503,736
|
|
|
$
|
1,617,981
|
|
|
$
|
1,698,826
|
|
Europe
|
1,016,576
|
|
|
1,076,122
|
|
|
1,138,428
|
|
|||
South America
|
147,408
|
|
|
176,540
|
|
|
157,561
|
|
|||
Asia Pacific
|
213,182
|
|
|
219,899
|
|
|
249,172
|
|
|||
Consolidated
|
$
|
2,880,902
|
|
|
$
|
3,090,542
|
|
|
$
|
3,243,987
|
|
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
136,456
|
|
|
$
|
134,727
|
|
|
$
|
136,682
|
|
Europe
|
(56,626
|
)
|
|
(40,046
|
)
|
|
(28,062
|
)
|
|||
South America
|
(18,859
|
)
|
|
(11,932
|
)
|
|
(23,861
|
)
|
|||
Asia Pacific
|
6,314
|
|
|
8,104
|
|
|
3,524
|
|
|||
Income before income taxes
|
$
|
67,285
|
|
|
$
|
90,853
|
|
|
$
|
88,283
|
|
•
|
in the case of borrowings by the U.S. Borrower or European Borrower, LIBOR or the base rate plus, in each case, an applicable margin; or
|
•
|
in the case of borrowings by the Canadian Borrower, bankers’ acceptance (“BA”) rate, Canadian prime rate or Canadian base rate plus, in each case, an applicable margin.
|
•
|
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.
|
•
|
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 Term Loan Facility and Senior ABL Facility;
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
|
(dollar amounts in millions)
|
||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
102.8
|
|
|
$
|
47.9
|
|
|
$
|
42.8
|
|
Income tax expense (benefit)
|
(31.5
|
)
|
|
45.6
|
|
|
42.8
|
|
|||
Interest expense, net of interest income
|
44.8
|
|
|
54.9
|
|
|
45.6
|
|
|||
Depreciation and amortization
|
122.7
|
|
|
111.1
|
|
|
112.6
|
|
|||
EBITDA
|
$
|
238.8
|
|
|
$
|
259.5
|
|
|
$
|
243.8
|
|
Loss on extinguishment of debt
(1)
|
—
|
|
|
—
|
|
|
30.5
|
|
|||
Impairment charges
(2)
|
10.1
|
|
|
—
|
|
|
26.3
|
|
|||
Restructuring
(3)
|
25.8
|
|
|
21.2
|
|
|
17.2
|
|
|||
Gain on divestiture
(4)
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|||
Settlement charges
(5)
|
—
|
|
|
—
|
|
|
3.6
|
|
|||
Stock-based compensation
(6)
|
9.8
|
|
|
5.2
|
|
|
2.8
|
|
|||
Retirement obligation
(7)
|
11.5
|
|
|
—
|
|
|
—
|
|
|||
Acquisition costs
|
—
|
|
|
0.9
|
|
|
0.7
|
|
|||
Other
|
2.0
|
|
|
0.6
|
|
|
1.2
|
|
|||
Adjusted EBITDA
|
$
|
298.0
|
|
|
$
|
287.4
|
|
|
$
|
311.5
|
|
(1)
|
Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes.
|
(2)
|
Impairment charges in 2012 related to goodwill of
$2.8 million
and fixed assets of
$7.3 million
. Impairment charges in 2014 related to fixed assets of
$24.6 million
and intangible assets of
$1.7 million
.
|
(3)
|
Includes non-cash restructuring and is net of non-controlling interest.
|
(4)
|
Gain on sale of thermal and emissions product line.
|
(5)
|
Settlement charges relating to the US pension plans that were amended to offer a one-time voluntary lump sum window to certain terminated vested participants.
|
(6)
|
Non-cash stock amortization expense and non-cash stock option expense for grants issued at emergence from bankruptcy.
|
(7)
|
Executive compensation for retired CEO and recruiting costs related to search for new CEO.
|
|
Payment due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
(dollars in millions)
|
||||||||||||||||||
Debt obligations
|
$
|
742.9
|
|
|
$
|
7.0
|
|
|
$
|
13.9
|
|
|
$
|
13.9
|
|
|
$
|
708.1
|
|
Interest on debt obligations
|
185.8
|
|
|
30.2
|
|
|
59.4
|
|
|
58.2
|
|
|
38.0
|
|
|||||
Operating lease obligations
|
75.9
|
|
|
25.4
|
|
|
25.9
|
|
|
11.9
|
|
|
12.7
|
|
|||||
Other obligations (1)
|
80.8
|
|
|
67.7
|
|
|
6.4
|
|
|
4.5
|
|
|
2.2
|
|
|||||
Total
|
$
|
1,085.4
|
|
|
$
|
130.3
|
|
|
$
|
105.6
|
|
|
$
|
88.5
|
|
|
$
|
761.0
|
|
(1)
|
Noncancellable purchase order commitments for capital expenditures, other borrowings and capital lease obligations.
|
|
|
|
Page
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, Internal Control over Financial Reporting
|
|
Consolidated statements of net income for the years ended December 31, 2012, 2013 and 2014
|
|
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2012, 2013 and 2014
|
|
Consolidated balance sheets as of December 31, 2013 and December 31, 2014
|
|
Consolidated statements of changes in equity for the years ended December 31, 2012, 2013 and 2014
|
|
Consolidated statements of cash flows for the years ended December 31, 2012, 2013 and 2014
|
|
Notes to consolidated financial statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Sales
|
$
|
2,880,902
|
|
|
$
|
3,090,542
|
|
|
$
|
3,243,987
|
|
Cost of products sold
|
2,442,014
|
|
|
2,617,804
|
|
|
2,734,558
|
|
|||
Gross profit
|
438,888
|
|
|
472,738
|
|
|
509,429
|
|
|||
Selling, administration & engineering expenses
|
281,268
|
|
|
293,446
|
|
|
301,724
|
|
|||
Amortization of intangibles
|
15,456
|
|
|
15,431
|
|
|
16,437
|
|
|||
Impairment charges
|
10,069
|
|
|
—
|
|
|
26,273
|
|
|||
Restructuring
|
28,763
|
|
|
21,720
|
|
|
17,414
|
|
|||
Other operating profit
|
—
|
|
|
—
|
|
|
(16,927
|
)
|
|||
Operating profit
|
103,332
|
|
|
142,141
|
|
|
164,508
|
|
|||
Interest expense, net of interest income
|
(44,762
|
)
|
|
(54,921
|
)
|
|
(45,604
|
)
|
|||
Equity earnings
|
8,778
|
|
|
11,070
|
|
|
6,037
|
|
|||
Other expense, net
|
(63
|
)
|
|
(7,437
|
)
|
|
(36,658
|
)
|
|||
Income before income taxes
|
67,285
|
|
|
90,853
|
|
|
88,283
|
|
|||
Income tax expense (benefit)
|
(31,531
|
)
|
|
45,599
|
|
|
42,810
|
|
|||
Net income
|
98,816
|
|
|
45,254
|
|
|
45,473
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
3,988
|
|
|
2,687
|
|
|
(2,694
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
102,804
|
|
|
$
|
47,941
|
|
|
$
|
42,779
|
|
Net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
76,730
|
|
|
$
|
35,054
|
|
|
$
|
42,779
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.40
|
|
|
$
|
2.39
|
|
|
$
|
2.56
|
|
Diluted
|
$
|
4.14
|
|
|
$
|
2.24
|
|
|
$
|
2.39
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Net income
|
$
|
98,816
|
|
|
$
|
45,254
|
|
|
$
|
45,473
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment
|
2,051
|
|
|
(12,550
|
)
|
|
(56,162
|
)
|
|||
Benefit plan liability, net of tax
(1)
|
(36,360
|
)
|
|
30,612
|
|
|
(53,455
|
)
|
|||
Fair value change of derivatives, net of tax
(2)
|
79
|
|
|
(250
|
)
|
|
(2,011
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(34,230
|
)
|
|
17,812
|
|
|
(111,628
|
)
|
|||
Comprehensive income (loss)
|
64,586
|
|
|
63,066
|
|
|
(66,155
|
)
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
5,239
|
|
|
2,629
|
|
|
(2,615
|
)
|
|||
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc.
|
$
|
69,825
|
|
|
$
|
65,695
|
|
|
$
|
(68,770
|
)
|
(1)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$10,055
,
$(17,224)
and
$19,096
for the years ended
December 31, 2012
,
2013
and
2014
, respectively.
|
(2)
|
Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$(29)
,
$99
and
$1,253
for the years ended
December 31, 2012
,
2013
and
2014
, respectively.
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
184,370
|
|
|
$
|
267,270
|
|
Accounts receivable, net
|
365,750
|
|
|
377,032
|
|
||
Tooling receivable
|
156,205
|
|
|
124,015
|
|
||
Inventories
|
179,766
|
|
|
166,531
|
|
||
Prepaid expenses
|
26,940
|
|
|
25,626
|
|
||
Other
|
82,301
|
|
|
93,524
|
|
||
Total current assets
|
995,332
|
|
|
1,053,998
|
|
||
Property, plant and equipment, net
|
732,902
|
|
|
716,013
|
|
||
Goodwill
|
139,701
|
|
|
135,169
|
|
||
Intangibles, net
|
101,436
|
|
|
82,309
|
|
||
Deferred tax assets
|
34,235
|
|
|
41,059
|
|
||
Other assets
|
99,148
|
|
|
104,219
|
|
||
Total assets
|
$
|
2,102,754
|
|
|
$
|
2,132,767
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
28,329
|
|
|
$
|
36,789
|
|
Accounts payable
|
355,394
|
|
|
322,422
|
|
||
Payroll liabilities
|
97,146
|
|
|
94,986
|
|
||
Accrued liabilities
|
89,302
|
|
|
75,005
|
|
||
Total current liabilities
|
570,171
|
|
|
529,202
|
|
||
Long-term debt
|
656,095
|
|
|
749,085
|
|
||
Pension benefits
|
151,113
|
|
|
191,805
|
|
||
Postretirement benefits other than pensions
|
57,224
|
|
|
60,287
|
|
||
Deferred tax liabilities
|
11,146
|
|
|
5,001
|
|
||
Other liabilities
|
36,280
|
|
|
44,692
|
|
||
Total liabilities
|
1,482,029
|
|
|
1,580,072
|
|
||
Redeemable noncontrolling interest
|
5,153
|
|
|
3,981
|
|
||
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2013, and December 31, 2014; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 190,000,000 shares authorized at December 31, 2013 and December 31, 2014; 18,226,223 shares issued and 16,676,539 outstanding at December 31, 2013 and 18,685,634 shares issued and 17,039,328 outstanding at December 31, 2014
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
489,052
|
|
|
492,959
|
|
||
Retained earnings
|
156,775
|
|
|
195,233
|
|
||
Accumulated other comprehensive loss
|
(27,694
|
)
|
|
(139,243
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
618,150
|
|
|
548,966
|
|
||
Noncontrolling interests
|
(2,578
|
)
|
|
(252
|
)
|
||
Total equity
|
615,572
|
|
|
548,714
|
|
||
Total liabilities and equity
|
$
|
2,102,754
|
|
|
$
|
2,132,767
|
|
|
|
Total Equity
|
||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
Common Shares
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Cooper-Standard Holdings Inc. Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2011
|
$
|
14,344
|
|
18,323,443
|
|
$
|
17
|
|
$
|
485,637
|
|
$
|
124,674
|
|
$
|
(12,469
|
)
|
$
|
597,859
|
|
$
|
3,344
|
|
$
|
601,203
|
|
Shares issued under stock option plans
|
—
|
|
21,356
|
|
—
|
|
(346
|
)
|
—
|
|
—
|
|
(346
|
)
|
—
|
|
(346
|
)
|
||||||||
Preferred stock redemption premium
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,376
|
)
|
—
|
|
(1,376
|
)
|
—
|
|
(1,376
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(1,030,319
|
)
|
(1
|
)
|
(24,933
|
)
|
(11,961
|
)
|
—
|
|
(36,895
|
)
|
—
|
|
(36,895
|
)
|
||||||||
Converted preferred stock shares
|
—
|
|
2,278
|
|
—
|
|
68
|
|
—
|
|
—
|
|
68
|
|
—
|
|
68
|
|
||||||||
Stock based compensation, net
|
—
|
|
(40,906
|
)
|
—
|
|
11,277
|
|
(672
|
)
|
—
|
|
10,605
|
|
—
|
|
10,605
|
|
||||||||
Preferred stock dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,764
|
)
|
—
|
|
(6,764
|
)
|
—
|
|
(6,764
|
)
|
||||||||
Accretion of redeemable noncontrolling interest
|
4,798
|
|
—
|
|
—
|
|
—
|
|
(4,798
|
)
|
—
|
|
(4,798
|
)
|
—
|
|
(4,798
|
)
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
148
|
|
—
|
|
—
|
|
148
|
|
(2,148
|
)
|
(2,000
|
)
|
||||||||
Net income (loss) for 2012
|
(3,688
|
)
|
—
|
|
—
|
|
—
|
|
102,804
|
|
—
|
|
102,804
|
|
(300
|
)
|
102,504
|
|
||||||||
Other comprehensive income (loss)
|
(1,260
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(32,979
|
)
|
(32,979
|
)
|
9
|
|
(32,970
|
)
|
||||||||
Balance at December 31, 2012
|
14,194
|
|
17,275,852
|
|
16
|
|
471,851
|
|
201,907
|
|
(45,448
|
)
|
628,326
|
|
905
|
|
629,231
|
|
||||||||
Shares issued under stock option plans
|
—
|
|
32,176
|
|
—
|
|
(702
|
)
|
—
|
|
—
|
|
(702
|
)
|
—
|
|
(702
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(5,044,109
|
)
|
(5
|
)
|
(122,067
|
)
|
(95,477
|
)
|
—
|
|
(217,549
|
)
|
—
|
|
(217,549
|
)
|
||||||||
Converted preferred stock shares
|
—
|
|
4,130,742
|
|
4
|
|
121,908
|
|
—
|
|
—
|
|
121,912
|
|
—
|
|
121,912
|
|
||||||||
Warrant exercise
|
—
|
|
419,124
|
|
1
|
|
11,252
|
|
—
|
|
—
|
|
11,253
|
|
—
|
|
11,253
|
|
||||||||
Stock based compensation, net
|
—
|
|
(137,246
|
)
|
1
|
|
7,695
|
|
(2,011
|
)
|
—
|
|
5,685
|
|
—
|
|
5,685
|
|
||||||||
Preferred stock dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,454
|
)
|
—
|
|
(4,454
|
)
|
—
|
|
(4,454
|
)
|
||||||||
Remeasurement of redeemable noncontrolling interest
|
(8,249
|
)
|
—
|
|
—
|
|
—
|
|
8,869
|
|
—
|
|
8,869
|
|
(620
|
)
|
8,249
|
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(885
|
)
|
—
|
|
—
|
|
(885
|
)
|
(1,026
|
)
|
(1,911
|
)
|
||||||||
Net income (loss) for 2013
|
(126
|
)
|
—
|
|
—
|
|
—
|
|
47,941
|
|
—
|
|
47,941
|
|
(2,561
|
)
|
45,380
|
|
||||||||
Other comprehensive income (loss)
|
(666
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
17,754
|
|
17,754
|
|
724
|
|
18,478
|
|
||||||||
Balance at December 31, 2013
|
5,153
|
|
16,676,539
|
|
17
|
|
489,052
|
|
156,775
|
|
(27,694
|
)
|
618,150
|
|
(2,578
|
)
|
615,572
|
|
||||||||
Shares issued under stock option plans
|
—
|
|
42,014
|
|
—
|
|
(1,307
|
)
|
—
|
|
—
|
|
(1,307
|
)
|
—
|
|
(1,307
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(96,622
|
)
|
—
|
|
(2,338
|
)
|
(2,824
|
)
|
—
|
|
(5,162
|
)
|
—
|
|
(5,162
|
)
|
||||||||
Warrant exercise
|
|
425,886
|
|
—
|
|
9,022
|
|
—
|
|
—
|
|
9,022
|
|
—
|
|
9,022
|
|
|||||||||
Stock based compensation, net
|
—
|
|
(8,489
|
)
|
—
|
|
11,458
|
|
(1,497
|
)
|
—
|
|
9,961
|
|
—
|
|
9,961
|
|
||||||||
Excess tax benefit on stock options
|
—
|
|
—
|
|
—
|
|
4,098
|
|
—
|
|
—
|
|
4,098
|
|
—
|
|
4,098
|
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(17,026
|
)
|
—
|
|
—
|
|
(17,026
|
)
|
(1,461
|
)
|
(18,487
|
)
|
||||||||
Net income (loss) for 2014
|
(1,110
|
)
|
—
|
|
—
|
|
—
|
|
42,779
|
|
—
|
|
42,779
|
|
3,804
|
|
46,583
|
|
||||||||
Other comprehensive income (loss)
|
(62
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(111,549
|
)
|
(111,549
|
)
|
(17
|
)
|
(111,566
|
)
|
||||||||
Balance at December 31, 2014
|
$
|
3,981
|
|
17,039,328
|
|
$
|
17
|
|
$
|
492,959
|
|
$
|
195,233
|
|
$
|
(139,243
|
)
|
$
|
548,966
|
|
$
|
(252
|
)
|
$
|
548,714
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
98,816
|
|
|
$
|
45,254
|
|
|
$
|
45,473
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
107,275
|
|
|
95,597
|
|
|
96,143
|
|
|||
Amortization of intangibles
|
15,456
|
|
|
15,431
|
|
|
16,437
|
|
|||
Impairment charges
|
10,069
|
|
|
—
|
|
|
26,273
|
|
|||
Stock-based compensation expense
|
15,306
|
|
|
11,576
|
|
|
12,587
|
|
|||
Equity earnings, net of dividends related to earnings
|
(5,377
|
)
|
|
(5,723
|
)
|
|
(3,767
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
30,488
|
|
|||
Gain on divestitures and sale of investment
|
—
|
|
|
—
|
|
|
(18,809
|
)
|
|||
Deferred income taxes
|
(41,386
|
)
|
|
27,479
|
|
|
8,816
|
|
|||
Other
|
(1,269
|
)
|
|
2,902
|
|
|
542
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and tooling receivable
|
(61,735
|
)
|
|
(49,786
|
)
|
|
(17,934
|
)
|
|||
Inventories
|
(2,237
|
)
|
|
(31,823
|
)
|
|
888
|
|
|||
Prepaid expenses
|
2,969
|
|
|
(5,981
|
)
|
|
277
|
|
|||
Accounts payable
|
14,581
|
|
|
58,369
|
|
|
(11,460
|
)
|
|||
Accrued liabilities
|
(15,750
|
)
|
|
(7,939
|
)
|
|
(3,674
|
)
|
|||
Other
|
(52,317
|
)
|
|
(22,099
|
)
|
|
(11,231
|
)
|
|||
Net cash provided by operating activities
|
84,401
|
|
|
133,257
|
|
|
171,049
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, including other intangible assets
|
(131,067
|
)
|
|
(183,336
|
)
|
|
(192,089
|
)
|
|||
Proceeds from divestitures and sale of investment
|
—
|
|
|
—
|
|
|
50,602
|
|
|||
Return on equity investments
|
—
|
|
|
2,120
|
|
|
951
|
|
|||
Acquisition of businesses, net of cash acquired and deposit on acquisition of business
|
(1,084
|
)
|
|
(13,504
|
)
|
|
(21,217
|
)
|
|||
Proceeds from sale of fixed assets and other
|
14,581
|
|
|
3,636
|
|
|
4,357
|
|
|||
Net cash used in investing activities
|
(117,570
|
)
|
|
(191,084
|
)
|
|
(157,396
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
—
|
|
|
—
|
|
|
737,462
|
|
|||
Repurchase of Senior Notes and Senior PIK Toggle Notes
|
—
|
|
|
—
|
|
|
(675,615
|
)
|
|||
Proceeds from issuance of Senior PIK Toggle Notes, net of debt issuance costs
|
—
|
|
|
194,357
|
|
|
—
|
|
|||
Purchase of noncontrolling interest
|
(2,000
|
)
|
|
(1,911
|
)
|
|
(18,487
|
)
|
|||
Repurchase of common stock
|
(36,895
|
)
|
|
(217,549
|
)
|
|
(5,162
|
)
|
|||
Repurchase of preferred stock
|
(6,838
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
11,253
|
|
|
9,022
|
|
|||
Increase (decrease) in short term debt, net
|
(428
|
)
|
|
(486
|
)
|
|
334
|
|
|||
Borrowings on long-term debt
|
—
|
|
|
7,073
|
|
|
6,609
|
|
|||
Principal payments on long-term debt
|
(5,110
|
)
|
|
(3,930
|
)
|
|
(4,273
|
)
|
|||
Preferred stock cash dividends paid
|
(6,784
|
)
|
|
(4,747
|
)
|
|
—
|
|
|||
Taxes withheld and paid on employees' share based payment awards
|
—
|
|
|
(5,985
|
)
|
|
(4,214
|
)
|
|||
Excess tax benefits on stock options
|
—
|
|
|
—
|
|
|
4,098
|
|
|||
Other
|
(21
|
)
|
|
(1,122
|
)
|
|
(363
|
)
|
|||
Net cash provided by (used in) financing activities
|
(58,076
|
)
|
|
(23,047
|
)
|
|
49,411
|
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
55
|
|
|
(5,311
|
)
|
|
19,836
|
|
|||
Changes in cash and cash equivalents
|
(91,190
|
)
|
|
(86,185
|
)
|
|
82,900
|
|
|||
Cash and cash equivalents at beginning of period
|
361,745
|
|
|
270,555
|
|
|
184,370
|
|
|||
Cash and cash equivalents at end of period
|
$
|
270,555
|
|
|
$
|
184,370
|
|
|
$
|
267,270
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Finished goods
|
$
|
48,787
|
|
|
$
|
45,485
|
|
Work in process
|
38,929
|
|
|
36,498
|
|
||
Raw materials and supplies
|
92,050
|
|
|
84,548
|
|
||
|
$
|
179,766
|
|
|
$
|
166,531
|
|
Cash and cash equivalents
|
|
$
|
878
|
|
Accounts receivable
|
|
8,596
|
|
|
Tooling receivable
|
|
1,870
|
|
|
Inventories
|
|
6,053
|
|
|
Property, plant, and equipment
|
|
7,428
|
|
|
Goodwill and intangibles
|
|
8,986
|
|
|
Other assets
|
|
838
|
|
|
Total assets acquired
|
|
34,649
|
|
|
Accounts payable
|
|
11,167
|
|
|
Other current liabilities
|
|
7,085
|
|
|
Other long-term liabilities
|
|
2,015
|
|
|
Total liabilities assumed
|
|
20,267
|
|
|
Net assets acquired
|
|
$
|
14,382
|
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Asset Impairments
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
15,561
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
15,622
|
|
Expense
|
|
17,182
|
|
|
3,169
|
|
|
1,369
|
|
|
21,720
|
|
||||
Cash payments and foreign exchange translation
|
|
(18,033
|
)
|
|
(3,214
|
)
|
|
—
|
|
|
(21,247
|
)
|
||||
Utilization of reserve
|
|
—
|
|
|
—
|
|
|
(1,369
|
)
|
|
(1,369
|
)
|
||||
Balance at December 31, 2013
|
|
$
|
14,710
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
14,726
|
|
Expense
|
|
3,316
|
|
|
14,098
|
|
|
—
|
|
|
17,414
|
|
||||
Cash payments and foreign exchange translation
|
|
(7,189
|
)
|
|
(14,114
|
)
|
|
—
|
|
|
(21,303
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
10,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,837
|
|
|
|
Employee
Separation
Costs
|
|
Other
Exit
Costs
|
|
Asset
Impairments
|
|
Total
|
||||||||
Expense
|
|
$
|
13,474
|
|
|
$
|
623
|
|
|
$
|
89
|
|
|
$
|
14,186
|
|
Cash payments and foreign exchange translation
|
|
27
|
|
|
(623
|
)
|
|
—
|
|
|
(596
|
)
|
||||
Utilization of reserve
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
(89
|
)
|
||||
Balance at December 31, 2013
|
|
$
|
13,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,501
|
|
Expense
|
|
3,418
|
|
|
13,457
|
|
|
—
|
|
|
16,875
|
|
||||
Cash payments and foreign exchange translation
|
|
(6,095
|
)
|
|
(13,457
|
)
|
|
—
|
|
|
(19,552
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
10,824
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,824
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2013
|
|
2014
|
||||||
Employee separation costs
|
|
$
|
19,935
|
|
|
$
|
3,708
|
|
|
$
|
(102
|
)
|
Other exit costs
|
|
6,212
|
|
|
2,546
|
|
|
641
|
|
|||
Asset impairments
|
|
4,155
|
|
|
1,280
|
|
|
—
|
|
|||
Postretirement benefit curtailment gain
|
|
(1,539
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
28,763
|
|
|
$
|
7,534
|
|
|
$
|
539
|
|
|
|
Employee
Separation
Costs
|
|
Other
Exit
Costs
|
|
Asset
Impairments
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
15,561
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
15,622
|
|
Expense
|
|
3,708
|
|
|
2,546
|
|
|
1,280
|
|
|
7,534
|
|
||||
Cash payments and foreign exchange translation
|
|
(18,060
|
)
|
|
(2,591
|
)
|
|
—
|
|
|
(20,651
|
)
|
||||
Utilization of reserve
|
|
—
|
|
|
—
|
|
|
(1,280
|
)
|
|
(1,280
|
)
|
||||
Balance at December 31, 2013
|
|
$
|
1,209
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
1,225
|
|
Expense
|
|
(102
|
)
|
|
641
|
|
|
—
|
|
|
539
|
|
||||
Cash payments and foreign exchange translation
|
|
(1,094
|
)
|
|
(657
|
)
|
|
—
|
|
|
(1,751
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
December 31,
|
|
Estimated
|
||||||
|
2013
|
|
2014
|
|
Useful Lives
|
||||
Land and improvements
|
$
|
92,605
|
|
|
$
|
80,638
|
|
|
10 to 25 years
|
Buildings and improvements
|
210,944
|
|
|
222,825
|
|
|
10 to 40 years
|
||
Machinery and equipment
|
633,126
|
|
|
669,030
|
|
|
5 to 10 years
|
||
Construction in progress
|
168,861
|
|
|
133,398
|
|
|
|
||
|
$
|
1,105,536
|
|
|
$
|
1,105,891
|
|
|
|
Accumulated depreciation
|
(372,634
|
)
|
|
(389,878
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
732,902
|
|
|
$
|
716,013
|
|
|
|
|
North America
|
|
Europe
|
|
South America
|
|
Asia Pacific
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
115,420
|
|
|
$
|
13,836
|
|
|
$
|
—
|
|
|
$
|
4,460
|
|
|
$
|
133,716
|
|
Acquisition
|
4,736
|
|
|
—
|
|
|
—
|
|
|
781
|
|
|
5,517
|
|
|||||
Foreign exchange translation
|
(286
|
)
|
|
624
|
|
|
—
|
|
|
130
|
|
|
468
|
|
|||||
Balance at December 31, 2013
|
$
|
119,870
|
|
|
$
|
14,460
|
|
|
$
|
—
|
|
|
$
|
5,371
|
|
|
$
|
139,701
|
|
Acquisition
|
—
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|||||
Divestitures
|
(1,746
|
)
|
|
(595
|
)
|
|
—
|
|
|
(44
|
)
|
|
(2,385
|
)
|
|||||
Foreign exchange translation
|
(515
|
)
|
|
(1,717
|
)
|
|
—
|
|
|
(133
|
)
|
|
(2,365
|
)
|
|||||
Balance at December 31, 2014
|
$
|
117,609
|
|
|
$
|
12,366
|
|
|
$
|
—
|
|
|
$
|
5,194
|
|
|
$
|
135,169
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Useful Life (Years)
|
||||||
Customer relationships
|
$
|
135,483
|
|
|
$
|
(46,466
|
)
|
|
$
|
89,017
|
|
|
10.1
|
Developed technology
|
9,757
|
|
|
(5,817
|
)
|
|
3,940
|
|
|
6.2
|
|||
Other
|
9,530
|
|
|
(1,051
|
)
|
|
8,479
|
|
|
|
|||
Balance at December 31, 2013
|
$
|
154,770
|
|
|
$
|
(53,334
|
)
|
|
$
|
101,436
|
|
|
9.7
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
133,471
|
|
|
$
|
(59,773
|
)
|
|
$
|
73,698
|
|
|
10.1
|
Developed technology
|
9,252
|
|
|
(6,842
|
)
|
|
2,410
|
|
|
6.3
|
|||
Other
|
6,701
|
|
|
(500
|
)
|
|
6,201
|
|
|
|
|||
Balance at December 31, 2014
|
$
|
149,424
|
|
|
$
|
(67,115
|
)
|
|
$
|
82,309
|
|
|
10.0
|
Year
|
|
Expense
|
||
2015
|
|
$
|
14,385
|
|
2016
|
|
14,021
|
|
|
2017
|
|
13,326
|
|
|
2018
|
|
12,930
|
|
|
2019
|
|
12,873
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2014
|
||||
Term loan
|
|
$
|
—
|
|
|
$
|
742,902
|
|
Senior notes
|
|
450,000
|
|
|
—
|
|
||
Senior PIK toggle notes
|
|
196,484
|
|
|
—
|
|
||
Other borrowings
|
|
37,940
|
|
|
42,972
|
|
||
Total debt
|
|
$
|
684,424
|
|
|
$
|
785,874
|
|
Less current portion
|
|
(28,329
|
)
|
|
(36,789
|
)
|
||
Total long-term debt
|
|
$
|
656,095
|
|
|
$
|
749,085
|
|
•
|
in the case of borrowings by the U.S. Borrower or European Borrower, LIBOR or the base rate plus, in each case, an applicable margin; or
|
•
|
in the case of borrowings by the Canadian Borrower, BA rate, Canadian prime rate or Canadian base rate plus, in each case, an applicable margin.
|
Year
|
|
Debt and Capital Lease Obligations
|
||
2015
|
|
$
|
36,789
|
|
2016
|
|
10,850
|
|
|
2017
|
|
9,467
|
|
|
2018
|
|
9,303
|
|
|
2019
|
|
9,176
|
|
|
Thereafter
|
|
710,289
|
|
|
Total
|
|
$
|
785,874
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2013
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of period
|
$
|
325,755
|
|
|
$
|
196,071
|
|
|
$
|
293,488
|
|
|
$
|
196,495
|
|
Service cost
|
1,221
|
|
|
3,544
|
|
|
850
|
|
|
3,367
|
|
||||
Interest cost
|
12,207
|
|
|
6,816
|
|
|
13,479
|
|
|
7,069
|
|
||||
Actuarial loss (gain)
|
(24,197
|
)
|
|
(6,861
|
)
|
|
47,944
|
|
|
36,857
|
|
||||
Amendments
|
—
|
|
|
2,478
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(21,498
|
)
|
|
(8,209
|
)
|
|
(14,331
|
)
|
|
(9,588
|
)
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
1,758
|
|
|
—
|
|
|
(23,226
|
)
|
||||
Curtailment/settlements
|
—
|
|
|
(271
|
)
|
|
(19,100
|
)
|
|
(692
|
)
|
||||
Other
|
—
|
|
|
1,169
|
|
|
—
|
|
|
438
|
|
||||
Projected benefit obligations at end of period
|
$
|
293,488
|
|
|
$
|
196,495
|
|
|
$
|
322,330
|
|
|
$
|
210,720
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
246,529
|
|
|
$
|
68,139
|
|
|
$
|
269,601
|
|
|
$
|
70,929
|
|
Actual return on plan assets
|
22,422
|
|
|
5,299
|
|
|
22,892
|
|
|
9,874
|
|
||||
Employer contributions
|
22,148
|
|
|
9,301
|
|
|
9,800
|
|
|
9,979
|
|
||||
Benefits paid
|
(21,498
|
)
|
|
(8,209
|
)
|
|
(14,331
|
)
|
|
(9,588
|
)
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
(3,159
|
)
|
|
—
|
|
|
(5,842
|
)
|
||||
Settlements
|
—
|
|
|
(442
|
)
|
|
(19,100
|
)
|
|
(692
|
)
|
||||
Fair value of plan assets at end of period
|
$
|
269,601
|
|
|
$
|
70,929
|
|
|
$
|
268,862
|
|
|
$
|
74,660
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plans
|
$
|
(23,887
|
)
|
|
$
|
(125,566
|
)
|
|
$
|
(53,468
|
)
|
|
$
|
(136,060
|
)
|
|
Year Ended December 31,
|
||||||||||||||
|
2013
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the balance sheets:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities (current)
|
$
|
(956
|
)
|
|
$
|
(4,497
|
)
|
|
$
|
(924
|
)
|
|
$
|
(4,016
|
)
|
Pension benefits (long term)
|
(22,931
|
)
|
|
(128,182
|
)
|
|
(52,544
|
)
|
|
(139,261
|
)
|
||||
Other assets
|
—
|
|
|
7,113
|
|
|
—
|
|
|
7,217
|
|
||||
Net amount recognized at December 31
|
$
|
(23,887
|
)
|
|
$
|
(125,566
|
)
|
|
$
|
(53,468
|
)
|
|
$
|
(136,060
|
)
|
|
2013
|
|
2014
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
4.74
|
%
|
|
3.79
|
%
|
|
3.94
|
%
|
|
2.66
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.17
|
%
|
|
N/A
|
|
|
3.11
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
1,150
|
|
|
$
|
3,126
|
|
|
$
|
1,221
|
|
|
$
|
3,544
|
|
|
$
|
850
|
|
|
$
|
3,367
|
|
Interest cost
|
13,902
|
|
|
7,793
|
|
|
12,207
|
|
|
6,816
|
|
|
13,479
|
|
|
7,069
|
|
||||||
Expected return on plan assets
|
(15,471
|
)
|
|
(4,027
|
)
|
|
(17,368
|
)
|
|
(3,741
|
)
|
|
(19,055
|
)
|
|
(3,828
|
)
|
||||||
Amortization of prior service cost and actuarial loss
|
496
|
|
|
377
|
|
|
1,375
|
|
|
1,315
|
|
|
67
|
|
|
894
|
|
||||||
Curtailment/settlements
|
80
|
|
|
473
|
|
|
783
|
|
|
121
|
|
|
3,637
|
|
|
444
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
157
|
|
|
$
|
7,742
|
|
|
$
|
(1,782
|
)
|
|
$
|
9,073
|
|
|
$
|
(1,022
|
)
|
|
$
|
7,945
|
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.63
|
%
|
|
5.26
|
%
|
|
3.80
|
%
|
|
3.55
|
%
|
|
4.68
|
%
|
|
3.72
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
6.62
|
%
|
|
7.00
|
%
|
|
5.73
|
%
|
|
7.15
|
%
|
|
5.63
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.69
|
%
|
|
N/A
|
|
|
3.59
|
%
|
|
N/A
|
|
|
3.69
|
%
|
|
2013
|
|
2014
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Equity securities
|
28
|
%
|
|
44
|
%
|
|
23
|
%
|
|
34
|
%
|
Debt securities
|
30
|
%
|
|
55
|
%
|
|
33
|
%
|
|
66
|
%
|
Real estate
|
4
|
%
|
|
0
|
%
|
|
4
|
%
|
|
0
|
%
|
Balanced funds
(1)
|
38
|
%
|
|
0
|
%
|
|
40
|
%
|
|
0
|
%
|
Cash and cash equivalents
|
0
|
%
|
|
1
|
%
|
|
0
|
%
|
|
0
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
2013
|
|
Level One
|
|
Level Two
|
|
Level Three
|
|
Total
|
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
43,860
|
|
|
$
|
50,281
|
|
|
$
|
13,548
|
|
|
$
|
107,689
|
|
Debt securities
|
|
34,438
|
|
|
84,327
|
|
|
—
|
|
|
118,765
|
|
||||
Real Estate
|
|
—
|
|
|
10,321
|
|
|
—
|
|
|
10,321
|
|
||||
Balanced funds
|
|
37,572
|
|
|
62,393
|
|
|
3,585
|
|
|
103,550
|
|
||||
Cash and cash equivalents
|
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
||||
Total
|
|
$
|
116,075
|
|
|
$
|
207,322
|
|
|
$
|
17,133
|
|
|
$
|
340,530
|
|
2014
|
|
Level One
|
|
Level Two
|
|
Level Three
|
|
Total
|
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
29,069
|
|
|
$
|
47,702
|
|
|
$
|
10,286
|
|
|
$
|
87,057
|
|
Debt securities
|
|
36,391
|
|
|
99,869
|
|
|
—
|
|
|
136,260
|
|
||||
Real Estate
|
|
—
|
|
|
11,654
|
|
|
—
|
|
|
11,654
|
|
||||
Balanced funds
|
|
40,891
|
|
|
63,999
|
|
|
3,538
|
|
|
108,428
|
|
||||
Cash and cash equivalents
|
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
||||
Total
|
|
$
|
106,474
|
|
|
$
|
223,224
|
|
|
$
|
13,824
|
|
|
$
|
343,522
|
|
Beginning balance of assets classified as Level 3 as of January 1, 2013
|
$
|
19,408
|
|
Purchases, sales and settlements, net
|
21
|
|
|
Total losses
|
(1,511
|
)
|
|
Transfers into (out of) Level 3
|
(785
|
)
|
|
Ending balance of assets classified as Level 3 as of December 31, 2013
|
$
|
17,133
|
|
Purchases, sales and settlements, net
|
(2,987
|
)
|
|
Total losses
|
(136
|
)
|
|
Transfers into (out of) Level 3
|
(186
|
)
|
|
Ending balance of assets classified as Level 3 as of December 31, 2014
|
$
|
13,824
|
|
|
U.S
|
|
Non-U.S
|
|
Total
|
||||||
2015
|
$
|
18,418
|
|
|
$
|
6,410
|
|
|
$
|
24,828
|
|
2016
|
17,754
|
|
|
6,987
|
|
|
24,741
|
|
|||
2017
|
17,772
|
|
|
9,222
|
|
|
26,994
|
|
|||
2018
|
18,218
|
|
|
9,350
|
|
|
27,568
|
|
|||
2019
|
18,599
|
|
|
10,404
|
|
|
29,003
|
|
|||
2020-2024
|
94,536
|
|
|
57,427
|
|
|
151,963
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2013
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
44,063
|
|
|
$
|
20,450
|
|
|
$
|
35,785
|
|
|
$
|
16,905
|
|
Service cost
|
586
|
|
|
659
|
|
|
422
|
|
|
545
|
|
||||
Interest cost
|
1,626
|
|
|
738
|
|
|
1,589
|
|
|
752
|
|
||||
Actuarial loss (gain)
|
(7,659
|
)
|
|
(2,276
|
)
|
|
2,556
|
|
|
3,533
|
|
||||
Benefits paid
|
(2,856
|
)
|
|
(659
|
)
|
|
(2,624
|
)
|
|
(668
|
)
|
||||
Plan change
|
—
|
|
|
(715
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
(1,292
|
)
|
|
—
|
|
|
(1,580
|
)
|
||||
Benefit obligation at end of year
|
$
|
35,785
|
|
|
$
|
16,905
|
|
|
$
|
37,753
|
|
|
$
|
19,487
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plan
|
$
|
(35,785
|
)
|
|
$
|
(16,905
|
)
|
|
$
|
(37,753
|
)
|
|
$
|
(19,487
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized at December 31
|
$
|
(35,785
|
)
|
|
$
|
(16,905
|
)
|
|
$
|
(37,753
|
)
|
|
$
|
(19,487
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
542
|
|
|
$
|
650
|
|
|
$
|
586
|
|
|
$
|
659
|
|
|
$
|
422
|
|
|
$
|
545
|
|
Interest cost
|
1,795
|
|
|
822
|
|
|
1,626
|
|
|
738
|
|
|
1,589
|
|
|
752
|
|
||||||
Amortization of prior service credit and recognized actuarial gain
|
(1,777
|
)
|
|
(54
|
)
|
|
(1,125
|
)
|
|
(139
|
)
|
|
(1,926
|
)
|
|
(286
|
)
|
||||||
Curtailment gain
|
(1,539
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
75
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
$
|
(904
|
)
|
|
$
|
1,418
|
|
|
$
|
1,112
|
|
|
$
|
1,258
|
|
|
$
|
110
|
|
|
$
|
1,011
|
|
|
2013
|
|
2014
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
4.60
|
%
|
|
4.70
|
%
|
|
3.85
|
%
|
|
3.90
|
%
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.70
|
%
|
|
4.25
|
%
|
|
3.80
|
%
|
|
3.95
|
%
|
|
4.60
|
%
|
|
4.70
|
%
|
|
Increase
|
|
Decrease
|
||||
Effect on service and interest cost components
|
$
|
247
|
|
|
$
|
(218
|
)
|
Effect on projected benefit obligations
|
3,516
|
|
|
(2,846
|
)
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2015
|
$
|
2,216
|
|
|
$
|
626
|
|
|
$
|
2,842
|
|
2016
|
2,269
|
|
|
643
|
|
|
2,912
|
|
|||
2017
|
2,318
|
|
|
647
|
|
|
2,965
|
|
|||
2018
|
2,349
|
|
|
648
|
|
|
2,997
|
|
|||
2019
|
2,378
|
|
|
698
|
|
|
3,076
|
|
|||
2020 - 2024
|
11,951
|
|
|
4,241
|
|
|
16,192
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Domestic
|
$
|
69,914
|
|
|
$
|
72,720
|
|
|
$
|
83,577
|
|
Foreign
|
(2,629
|
)
|
|
18,133
|
|
|
4,706
|
|
|||
|
$
|
67,285
|
|
|
$
|
90,853
|
|
|
$
|
88,283
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Tax at U.S. statutory rate
|
$
|
23,550
|
|
|
$
|
31,798
|
|
|
$
|
30,899
|
|
State and local taxes
|
1,469
|
|
|
3,196
|
|
|
2,203
|
|
|||
Tax credits
|
(2,875
|
)
|
|
(8,269
|
)
|
|
(23,956
|
)
|
|||
Foreign withholding taxes
|
242
|
|
|
196
|
|
|
28
|
|
|||
Effect of foreign tax rates
|
(6,147
|
)
|
|
(4,536
|
)
|
|
(767
|
)
|
|||
Tax audits & assessments
|
2,541
|
|
|
243
|
|
|
2,803
|
|
|||
Valuation allowance
|
(57,652
|
)
|
|
20,386
|
|
|
28,985
|
|
|||
Other, net
|
7,341
|
|
|
2,585
|
|
|
2,615
|
|
|||
Income tax provision
|
$
|
(31,531
|
)
|
|
$
|
45,599
|
|
|
$
|
42,810
|
|
Effective income tax rate
|
(46.9
|
)%
|
|
50.2
|
%
|
|
48.5
|
%
|
|
2013
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Postretirement and other benefits
|
$
|
52,097
|
|
|
$
|
83,003
|
|
Capitalized expenditures
|
3,563
|
|
|
1,790
|
|
||
Net operating loss and tax credit carryforwards
|
143,182
|
|
|
130,353
|
|
||
All other items
|
48,302
|
|
|
44,764
|
|
||
Total deferred tax assets
|
247,144
|
|
|
259,910
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(56,200
|
)
|
|
(36,701
|
)
|
||
Intangibles
|
(32,130
|
)
|
|
(24,698
|
)
|
||
All other items
|
(3,864
|
)
|
|
(6,261
|
)
|
||
Total deferred tax liabilities
|
(92,194
|
)
|
|
(67,660
|
)
|
||
Valuation allowances
|
(122,771
|
)
|
|
(144,080
|
)
|
||
Net deferred tax assets
|
$
|
32,179
|
|
|
$
|
48,170
|
|
|
2013
|
|
2014
|
||||
Current assets
|
$
|
12,570
|
|
|
$
|
15,176
|
|
Non-current assets
|
34,235
|
|
|
41,059
|
|
||
Current liabilities
|
(3,480
|
)
|
|
(3,064
|
)
|
||
Non-current liabilities
|
(11,146
|
)
|
|
(5,001
|
)
|
||
|
$
|
32,179
|
|
|
$
|
48,170
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
3,303
|
|
|
$
|
4,900
|
|
|
$
|
7,012
|
|
Tax positions related to the current period
|
|
|
|
|
|
||||||
Gross additions
|
2,294
|
|
|
908
|
|
|
1,210
|
|
|||
Gross reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions related to prior years
|
|
|
|
|
|
||||||
Gross additions
|
110
|
|
|
1,896
|
|
|
1,902
|
|
|||
Gross reductions
|
(396
|
)
|
|
(692
|
)
|
|
(1,106
|
)
|
|||
Settlements
|
(411
|
)
|
|
—
|
|
|
(280
|
)
|
|||
Lapses on statutes of limitations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
4,900
|
|
|
$
|
7,012
|
|
|
$
|
8,738
|
|
|
Cumulative currency translation adjustment
|
|
Benefit plan
liability |
|
Unrealized gain on investment securities
|
|
Fair value change of derivatives
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance at December 31, 2011
|
$
|
15,018
|
|
|
$
|
(27,658
|
)
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
(12,469
|
)
|
Other comprehensive income (loss) before reclassifications
|
3,302
|
|
|
(35,811
|
)
|
|
—
|
|
|
69
|
|
|
(32,440
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(549
|
)
|
|
—
|
|
|
10
|
|
|
(539
|
)
|
|||||
Net current period other comprehensive income (loss)(1)
|
3,302
|
|
|
(36,360
|
)
|
|
—
|
|
|
79
|
|
|
(32,979
|
)
|
|||||
Balance at December 31, 2012
|
$
|
18,320
|
|
|
$
|
(64,018
|
)
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
(45,448
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12,608
|
)
|
|
29,559
|
|
|
—
|
|
|
47
|
|
|
16,998
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1,053
|
|
|
—
|
|
|
(297
|
)
|
|
756
|
|
|||||
Net current period other comprehensive income (loss)(1)
|
(12,608
|
)
|
|
30,612
|
|
|
—
|
|
|
(250
|
)
|
|
17,754
|
|
|||||
Balance at December 31, 2013
|
$
|
5,712
|
|
|
$
|
(33,406
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,694
|
)
|
Other comprehensive income (loss) before reclassifications
|
(56,083
|
)
|
|
(53,587
|
)
|
|
1,146
|
|
|
(1,857
|
)
|
|
(110,381
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
132
|
|
|
(1,146
|
)
|
|
(154
|
)
|
|
(1,168
|
)
|
|||||
Net current period other comprehensive income (loss)(1)
|
(56,083
|
)
|
|
(53,455
|
)
|
|
—
|
|
|
(2,011
|
)
|
|
(111,549
|
)
|
|||||
Balance at December 31, 2014
|
$
|
(50,371
|
)
|
|
$
|
(86,861
|
)
|
|
—
|
|
|
(2,011
|
)
|
|
$
|
(139,243
|
)
|
(1)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$10,055
,
$(17,224)
, and
$19,096
for the years ended December 31, 2012, 2013 and 2014. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$(29)
,
$99
and
$1,253
for the years ended December 31, 2012, 2013 and 2014.
|
(2)
|
The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on the sale of investment of
$1,882
, which was recorded in other expense, net, less income tax expense of
$736
.
|
Details about accumulated other comprehensive income (loss) components
|
|
Gain (loss) reclassified
|
|
Location of gain (loss) reclassified into income
|
||
Fair value change of derivatives
|
|
|
|
|
||
Interest rate contracts
|
|
$
|
—
|
|
|
Interest expense, net of interest income
|
Foreign exchange contracts
|
|
182
|
|
|
Cost of products sold
|
|
|
|
182
|
|
|
Income before income taxes
|
|
|
|
(28
|
)
|
|
Income tax expense
|
|
|
|
$
|
154
|
|
|
Consolidated net income
|
Amortization of defined benefit and other postretirement benefit plans
|
|
|
|
|
||
Prior service credits
|
|
$
|
364
|
|
|
(1)
|
Actuarial losses
|
|
(61
|
)
|
|
(1)
|
|
|
|
303
|
|
|
Income before income taxes
|
|
|
|
(435
|
)
|
|
Income tax expense
|
|
|
|
$
|
(132
|
)
|
|
Consolidated net income
|
Total reclassifications for the period
|
|
$
|
22
|
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. (See Note 8. “Pensions” and Note 9. “Postretirement Benefits other than Pensions” for additional details.)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Loss on extinguishment of debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,488
|
)
|
Foreign currency losses
|
(6,824
|
)
|
|
(9,415
|
)
|
|
(7,055
|
)
|
|||
Gains (losses) related to forward contracts
|
4,392
|
|
|
80
|
|
|
(34
|
)
|
|||
Loss on sale of receivables
|
(947
|
)
|
|
(1,702
|
)
|
|
(1,866
|
)
|
|||
Gain on sale of investment
|
—
|
|
|
—
|
|
|
1,882
|
|
|||
Miscellaneous income
|
3,316
|
|
|
3,600
|
|
|
903
|
|
|||
Other expense, net
|
$
|
(63
|
)
|
|
$
|
(7,437
|
)
|
|
$
|
(36,658
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
102,804
|
|
|
$
|
47,941
|
|
|
$
|
42,779
|
|
Less: 7% Preferred stock dividends (paid or unpaid)
|
(6,764
|
)
|
|
(5,163
|
)
|
|
—
|
|
|||
Less: Premium paid for redemption of 7% preferred stock
|
(1,376
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Undistributed earnings allocated to participating securities
|
(17,934
|
)
|
|
(7,724
|
)
|
|
—
|
|
|||
Basic net income available to Cooper-Standard Holdings Inc.common stockholders
|
$
|
76,730
|
|
|
$
|
35,054
|
|
|
$
|
42,779
|
|
Increase in fair value of share-based awards
|
—
|
|
|
205
|
|
|
—
|
|
|||
Diluted net income available to Cooper-Standard Holdings Inc.common stockholders
|
$
|
76,730
|
|
|
$
|
35,259
|
|
|
$
|
42,779
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
17,444,980
|
|
|
14,679,369
|
|
|
16,695,356
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Restricted common stock
|
260,150
|
|
|
199,083
|
|
|
154,707
|
|
|||
Restricted 7% preferred stock
|
42,888
|
|
|
16,374
|
|
|
—
|
|
|||
Warrants
|
666,546
|
|
|
832,353
|
|
|
950,263
|
|
|||
Options
|
106,121
|
|
|
10,385
|
|
|
95,763
|
|
|||
Diluted weighted average shares of common stock outstanding
|
18,520,685
|
|
|
15,737,564
|
|
|
17,896,089
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
4.40
|
|
|
$
|
2.39
|
|
|
$
|
2.56
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
4.14
|
|
|
$
|
2.24
|
|
|
$
|
2.39
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Number of options
|
519,100
|
|
|
537,543
|
|
|
461,454
|
|
|||
Exercise price
|
$43.50-52.50
|
|
|
$25.52-52.50
|
|
|
$25.52-70.20
|
|
|||
Restricted common stock
|
—
|
|
|
—
|
|
|
14,306
|
|
|||
7% Preferred stock, as if converted
|
4,077,284
|
|
|
3,234,449
|
|
|
—
|
|
|||
7% Preferred stock dividends, undistributed earnings and premium allocated to participating securities that would be added back in the diluted calculation
|
$
|
26,074
|
|
|
$
|
12,887
|
|
|
$
|
—
|
|
|
Preferred Shares
|
|
Preferred Stock
|
|||
Balance at December 31, 2012
|
958,333
|
|
|
$
|
121,649
|
|
Stock-based compensation
|
—
|
|
|
824
|
|
|
Converted preferred stock shares
|
(952,972
|
)
|
|
(121,912
|
)
|
|
Repurchased preferred stock shares
|
(4,363
|
)
|
|
(561
|
)
|
|
Forfeited shares
|
(998
|
)
|
|
—
|
|
|
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2014
|
1,019,733
|
|
|
$
|
37.10
|
|
|
|
|
|
||
Granted
|
167,200
|
|
|
$
|
66.34
|
|
|
|
|
|
||
Exercised
|
(116,732
|
)
|
|
$
|
28.34
|
|
|
|
|
|
||
Forfeited
|
(48,457
|
)
|
|
$
|
43.00
|
|
|
|
|
|
||
Outstanding at December 31, 2014
|
1,021,744
|
|
|
$
|
42.61
|
|
|
6.7
|
|
$
|
15,601
|
|
Exercisable at December 31, 2014
|
447,854
|
|
|
$
|
33.76
|
|
|
5.4
|
|
$
|
10,804
|
|
|
2012
|
|
2013
|
|
2014
|
|||
Expected volatility
|
53.6% - 58.74%
|
|
|
28.43% - 29.03%
|
|
|
27.96% - 28.32%
|
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life - years
|
5.0 - 6.25
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
1.0% - 1.6%
|
|
|
0.9% - 1.8%
|
|
|
1.9% - 2.0%
|
|
|
Restricted Common Stock, Restricted Common Units and Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 1, 2014
|
382,281
|
|
|
$
|
39.13
|
|
Granted
|
225,556
|
|
|
$
|
63.94
|
|
Vested
|
(133,877
|
)
|
|
$
|
35.41
|
|
Forfeited
|
(32,272
|
)
|
|
$
|
47.64
|
|
Non-vested at December 31, 2014
|
441,688
|
|
|
$
|
52.35
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,503,736
|
|
|
$
|
1,617,981
|
|
|
$
|
1,698,826
|
|
Europe
|
1,016,576
|
|
|
1,076,122
|
|
|
1,138,428
|
|
|||
South America
|
147,408
|
|
|
176,540
|
|
|
157,561
|
|
|||
Asia Pacific
|
213,182
|
|
|
219,899
|
|
|
249,172
|
|
|||
Consolidated
|
$
|
2,880,902
|
|
|
$
|
3,090,542
|
|
|
$
|
3,243,987
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
||||||
North America
|
$
|
8,157
|
|
|
$
|
11,674
|
|
|
$
|
14,135
|
|
Europe
|
9,003
|
|
|
8,916
|
|
|
9,111
|
|
|||
South America
|
187
|
|
|
—
|
|
|
—
|
|
|||
Asia Pacific
|
7,699
|
|
|
9,457
|
|
|
6,380
|
|
|||
Eliminations and other
|
(25,046
|
)
|
|
(30,047
|
)
|
|
(29,626
|
)
|
|||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
136,456
|
|
|
$
|
134,727
|
|
|
$
|
136,682
|
|
Europe
|
(56,626
|
)
|
|
(40,046
|
)
|
|
(28,062
|
)
|
|||
South America
|
(18,859
|
)
|
|
(11,932
|
)
|
|
(23,861
|
)
|
|||
Asia Pacific
|
6,314
|
|
|
8,104
|
|
|
3,524
|
|
|||
Income before income taxes
|
$
|
67,285
|
|
|
$
|
90,853
|
|
|
$
|
88,283
|
|
|
|
|
|
|
|
||||||
Restructuring cost included in segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
856
|
|
|
$
|
2,033
|
|
|
$
|
105
|
|
Europe
|
27,582
|
|
|
19,061
|
|
|
16,866
|
|
|||
South America
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asia Pacific
|
325
|
|
|
626
|
|
|
443
|
|
|||
Consolidated
|
$
|
28,763
|
|
|
$
|
21,720
|
|
|
$
|
17,414
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Net interest expense included in segment profit
|
|
|
|
|
|
||||||
North America
|
$
|
17,011
|
|
|
$
|
21,239
|
|
|
$
|
15,219
|
|
Europe
|
18,273
|
|
|
20,089
|
|
|
16,619
|
|
|||
South America
|
2,685
|
|
|
5,702
|
|
|
5,698
|
|
|||
Asia Pacific
|
6,793
|
|
|
7,891
|
|
|
8,068
|
|
|||
Consolidated
|
$
|
44,762
|
|
|
$
|
54,921
|
|
|
$
|
45,604
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
|
|
|
|
||||||
North America
|
$
|
59,375
|
|
|
$
|
56,302
|
|
|
$
|
54,056
|
|
Europe
|
49,216
|
|
|
39,447
|
|
|
40,812
|
|
|||
South America
|
6,879
|
|
|
7,380
|
|
|
7,645
|
|
|||
Asia Pacific
|
7,261
|
|
|
7,899
|
|
|
10,067
|
|
|||
Consolidated
|
$
|
122,731
|
|
|
$
|
111,028
|
|
|
$
|
112,580
|
|
Capital expenditures
|
|
|
|
|
|
||||||
North America
|
$
|
58,326
|
|
|
$
|
71,616
|
|
|
$
|
68,077
|
|
Europe
|
41,351
|
|
|
72,900
|
|
|
76,989
|
|
|||
South America
|
17,350
|
|
|
13,084
|
|
|
11,787
|
|
|||
Asia Pacific
|
7,130
|
|
|
20,309
|
|
|
21,261
|
|
|||
Eliminations and other
|
3,910
|
|
|
5,427
|
|
|
13,975
|
|
|||
Consolidated
|
$
|
128,067
|
|
|
$
|
183,336
|
|
|
$
|
192,089
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2013
|
|
2014
|
||||||
Segment assets
|
|
|
|
|
|
||||||
North America
|
|
|
$
|
866,847
|
|
|
$
|
885,242
|
|
||
Europe
|
|
|
680,920
|
|
|
591,743
|
|
||||
South America
|
|
|
138,469
|
|
|
105,547
|
|
||||
Asia Pacific
|
|
|
243,736
|
|
|
300,302
|
|
||||
Eliminations and other
|
|
|
172,782
|
|
|
249,933
|
|
||||
Consolidated
|
|
|
$
|
2,102,754
|
|
|
$
|
2,132,767
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2013
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
802,079
|
|
|
$
|
841,781
|
|
|
$
|
872,112
|
|
Canada
|
275,386
|
|
|
291,984
|
|
|
318,159
|
|
|||
Mexico
|
426,272
|
|
|
484,216
|
|
|
508,555
|
|
|||
Germany
|
243,853
|
|
|
243,388
|
|
|
254,977
|
|
|||
France
|
322,499
|
|
|
320,626
|
|
|
312,706
|
|
|||
Poland
|
183,586
|
|
|
228,581
|
|
|
270,497
|
|
|||
Other
|
627,227
|
|
|
679,966
|
|
|
706,981
|
|
|||
Consolidated
|
$
|
2,880,902
|
|
|
$
|
3,090,542
|
|
|
$
|
3,243,987
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2013
|
|
2014
|
||||||
Tangible long-lived assets
|
|
|
|
|
|
||||||
United States
|
|
|
$
|
157,788
|
|
|
$
|
158,451
|
|
||
Canada
|
|
|
61,396
|
|
|
48,871
|
|
||||
Mexico
|
|
|
61,618
|
|
|
70,885
|
|
||||
Germany
|
|
|
124,449
|
|
|
98,511
|
|
||||
France
|
|
|
66,903
|
|
|
59,596
|
|
||||
Poland
|
|
|
79,402
|
|
|
79,362
|
|
||||
Other
|
|
|
181,346
|
|
|
200,337
|
|
||||
Consolidated
|
|
|
$
|
732,902
|
|
|
$
|
716,013
|
|
|
2012
Percentage of
Net Sales
|
|
2013
Percentage of
Net Sales
|
|
2014
Percentage of
Net Sales
|
|||
Customer
|
|
|
|
|
|
|||
Ford
|
25
|
%
|
|
25
|
%
|
|
24
|
%
|
General Motors
|
13
|
%
|
|
12
|
%
|
|
16
|
%
|
Fiat Chrysler Automobiles
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
|
|
December 31, 2013
|
|
December 31, 2014
|
||||
Other current assets:
|
|
|
|
|
||||
Forward foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
370
|
|
Other assets:
|
|
|
|
|
||||
Interest rate swaps
|
|
—
|
|
|
19
|
|
||
Total assets
|
|
$
|
—
|
|
|
$
|
389
|
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Forward foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(1,999
|
)
|
Interest rate swaps
|
|
—
|
|
|
(751
|
)
|
||
Other liabilities:
|
|
|
|
|
||||
Interest rate swaps
|
|
—
|
|
|
(903
|
)
|
||
Total liabilities
|
|
$
|
—
|
|
|
$
|
(3,653
|
)
|
|
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.
|
|
|
December 31, 2013
|
|
December 31, 2014
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
|
$
|
36
|
|
|
$
|
370
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
|
(1
|
)
|
|
(1,999
|
)
|
|
Level 2
|
||
Interest rate swaps - other assets
|
|
—
|
|
|
19
|
|
|
Level 2
|
||
Interest rate swaps - other current liabilities
|
|
—
|
|
|
(751
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
|
—
|
|
|
(903
|
)
|
|
Level 2
|
2013
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Sales
|
747,577
|
|
|
784,707
|
|
|
764,057
|
|
|
794,201
|
|
||||
Gross profit
|
120,313
|
|
|
132,264
|
|
|
115,029
|
|
|
105,132
|
|
||||
Net income (loss)
|
19,873
|
|
|
26,146
|
|
|
20,286
|
|
|
(21,051
|
)
|
||||
Net income (loss) attributable to Cooper-Standard Holdings Inc.
|
20,701
|
|
|
27,432
|
|
|
20,596
|
|
|
(20,788
|
)
|
||||
Net income (loss) available to Cooper-Standard Holdings Inc. common stockholders
|
15,300
|
|
|
20,552
|
|
|
15,144
|
|
|
(21,381
|
)
|
||||
Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc.
|
$
|
0.92
|
|
|
$
|
1.45
|
|
|
$
|
1.16
|
|
|
$
|
(1.44
|
)
|
Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc.
|
$
|
0.86
|
|
|
$
|
1.34
|
|
|
$
|
1.08
|
|
|
$
|
(1.44
|
)
|
2014
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Sales
|
837,606
|
|
|
857,553
|
|
|
780,954
|
|
|
767,874
|
|
||||
Gross profit
|
134,259
|
|
|
146,109
|
|
|
111,253
|
|
|
117,808
|
|
||||
Net income (loss)
|
21,357
|
|
|
14,252
|
|
|
22,230
|
|
|
(12,366
|
)
|
||||
Net income (loss) attributable to Cooper-Standard Holdings Inc.
|
19,735
|
|
|
13,194
|
|
|
22,666
|
|
|
(12,816
|
)
|
||||
Net income (loss) available to Cooper-Standard Holdings Inc. common stockholders
|
19,735
|
|
|
13,194
|
|
|
22,666
|
|
|
(12,816
|
)
|
||||
Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.18
|
|
|
$
|
0.78
|
|
|
$
|
1.33
|
|
|
$
|
(0.79
|
)
|
Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.10
|
|
|
$
|
0.72
|
|
|
$
|
1.23
|
|
|
$
|
(0.79
|
)
|
Description
|
|
Balance at beginning of period
|
|
Charged to Expenses
|
|
Charged (credited) to other accounts
(1)
|
|
Deductions
|
|
Balance at end of period
|
||||||
Allowance for doubtful accounts deducted from accounts receivable
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2012
|
|
$
|
3.0
|
|
|
0.8
|
|
|
0.6
|
|
|
(0.7
|
)
|
|
3.7
|
|
Year ended December 31, 2013
|
|
$
|
3.7
|
|
|
3.9
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
6.3
|
|
Year ended December 31, 2014
|
|
$
|
6.3
|
|
|
1.3
|
|
|
(0.7
|
)
|
|
(2.6
|
)
|
|
4.3
|
|
Description
|
|
Balance at beginning of period
|
|
Additions
|
|
|
|
Balance at end of period
|
|||||||||
Charged to Income
|
|
Charged to Equity
(2)
|
|
Deductions
|
|
||||||||||||
Tax valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2012
|
|
$
|
152.4
|
|
|
(57.7
|
)
|
|
2.6
|
|
|
—
|
|
|
$
|
97.3
|
|
Year ended December 31, 2013
|
|
$
|
97.3
|
|
|
20.4
|
|
|
5.1
|
|
|
—
|
|
|
$
|
122.8
|
|
Year ended December 31, 2014
|
|
$
|
122.8
|
|
|
29.0
|
|
|
(7.7
|
)
|
|
—
|
|
|
$
|
144.1
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
2.1*
|
|
Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization, dated March 26, 2010 (incorporated by reference to Exhibit 2.1 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed May 24, 2010).
|
|
|
|
3.1*
|
|
Third Amended and Restated Certificate of Incorporation of Cooper-Standard Holdings Inc., dated May 27, 2010 (incorporated by reference to Exhibit 3.1 to Cooper-Standard Holdings Inc.’s Registration Statement on Form S-1 (File No. 333-168316)).
|
|
|
|
3.2*
|
|
Amended and Restated Bylaws of Cooper-Standard Holdings Inc. (incorporated by reference to Exhibit 3.2 to Cooper-Standard Holdings Inc.’s Registration Statement on Form S-1 (File No. 333-168316)).
|
|
|
|
3.3*
|
|
Cooper-Standard Holdings Inc. Certificate of Designations 7% Cumulative Participating Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to Cooper-Standard Holdings Inc.’s Registration Statement on Form S-1 (File No. 333-168316)).
|
|
|
|
4.3*
|
|
Registration Rights Agreement, dated as of May 11, 2010, by and among CSA Escrow Corporation and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to Cooper-Standard Holdings Inc.’s Registration Statement on Form S-1 (File No. 333-168316)).
|
|
|
|
4.4*
|
|
Joinder to Registration Rights Agreement, dated May 27, 2010 (incorporated by reference to Exhibit 4.2 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
4.5*
|
|
Registration Rights Agreement, dated as of May 27, 2010, by and among Cooper-Standard Holdings Inc., the Backstop Purchasers and the other holders party thereto (incorporated by reference to Exhibit 4.3 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
4.6*
|
|
Warrant Agreement, dated as of May 27, 2010, between Cooper-Standard Holdings Inc. and Computershare Inc. and Computershare Trust Company, N.A., collectively as Warrant Agent (incorporated by reference to Exhibit 4.4 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.1*
|
|
Credit Agreement, dated as of April 4, 2014, among CS Intermediate HoldCo 2 LLC, CS Intermediate HoldCo 1 LLC, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.'s Current Report on Form 8-K Filed April 8, 2014).
|
|
|
|
10.2*
|
|
Second Amended and Restated Loan Agreement, dated as of April 4, 2014, among CS Intermediate HoldCo 1 LLC, CS Intermediate HoldCo 2 LLC, Cooper-Standard Automotive Inc., Cooper-Standard Automotive Canada Limited, Cooper-Standard Automotive International Holdings B.V., the other guarantors party thereto, certain lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Cooper-Standard Holdings Inc.'s Current Report on Form 8-K filed April 8, 2014).
|
|
|
|
10.3*
|
|
Amendment No. 1 to Second Amended and Restated Loan Agreement, dated as of June 11, 2014, among CS Intermediate HoldCo 1 LLC, CS Intermediate HoldCo 2 LLC, Cooper-Standard Automotive Inc., Cooper-Standard Automotive Canada Limited, Cooper-Standard Automotive International Holdings B.V., the other guarantors party thereto, certain lenders thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2014).
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.4*
|
|
Amended and Restated Loan and Security Agreement, dated April 8, 2013, by and among Cooper-Standard Holdings Inc., Cooper-Standard Automotive Inc., Cooper-Standard Automotive International Holdings B.V., Cooper-Standard Automotive Canada Limited and Bank of America, N.A., individually and as agent (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.'s Current Report on Form 8-K filed with the Commission on April 10, 2013).
|
|
|
|
10.5**†
|
|
Employment Agreement, dated as of January 1, 2009, by and among Cooper-Standard Automotive Inc. and Allen J. Campbell (incorporated by reference to Exhibit 10.23 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008), as amended by the Second Amendment to Employment Agreement dated January 26, 2015.
|
|
|
|
10.6*†
|
|
Employment Agreement, dated as of January 1, 2009, by and among Cooper-Standard Automotive Inc. and Keith D. Stephenson (incorporated by reference to Exhibit 10.25 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
|
|
|
|
10.7*†
|
|
Cooper-Standard Automotive Inc. Executive Severance Pay Plan effective January 1, 2011 (incorporated by reference to Exhibit 10.7 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.8*†
|
|
Cooper-Standard Automotive Inc. Deferred Compensation Plan, effective January 1, 2005 with Amendments through December 31, 2008 (incorporated by reference to Exhibit 10.33 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
|
|
|
|
10.9*†
|
|
Cooper-Standard Automotive Inc. Supplemental Executive Retirement Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.10 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.10*†
|
|
Cooper-Standard Automotive Inc. Nonqualified Supplementary Benefit Plan, Amended and Restated as of January 1, 2011 (incorporated by reference to Exhibit 10.12 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.11*†
|
|
Cooper-Standard Automotive Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.12*†
|
|
Form of Amendment to Employment Agreement, effective January 1, 2011 (incorporated by reference to Exhibit 10.16 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.13*†
|
|
2011 Cooper-Standard Automotive Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.17 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.14*†
|
|
2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.15*†
|
|
Amended and Restated 2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to Cooper-Standard Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
|
|
|
|
10.16*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Stock Award Agreement for key employees (incorporated by reference to Exhibit 10.23 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.17*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Nonqualified Stock Option Agreement for key employees (incorporated by reference to Exhibit 10.24 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.18*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for key employees (incorporated by reference to Exhibit 10.25 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
|
|
|
10.19*†
|
|
Form of 2012 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.21 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.20*†
|
|
Form of 2012 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.22 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.21*†
|
|
2010 Cooper-Standard Holdings Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.6 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.22*†
|
|
Form of 2010 Cooper-Standard Holdings Inc. Management Incentive Plan Nonqualified Stock Option Agreement for key employees (incorporated by reference to Exhibit 10.7 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.23*†
|
|
Form of 2010 Cooper-Standard Holdings Inc. Management Incentive Plan Restricted Stock Award Agreement for key employees (incorporated by reference to Exhibit 10.8 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.24*†
|
|
Form of 2010 Cooper-Standard Holdings Inc. Management Incentive Plan Nonqualified Stock Option Agreement for directors (incorporated by reference to Exhibit 10.9 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.25*†
|
|
Form of 2010 Cooper-Standard Holdings Inc. Management Incentive Plan Restricted Stock Award Agreement for directors (incorporated by reference to Exhibit 10.10 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed June 3, 2010).
|
|
|
|
10.26*†
|
|
Letter Agreement between Jeffrey S. Edwards, Cooper-Standard Holdings Inc., Cooper-Standard Automotive Inc. dated October 1, 2012 (incorporated by reference to Exhibit 10.2 to Cooper-Standard Holdings Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012).
|
|
|
|
10.27*†
|
|
Letter Agreement between D. William Pumphrey, Jr., Cooper-Standard Holdings Inc. and Cooper-Standard Automotive Inc. dated August 16, 2011 (incorporated by reference to Exhibit 10.30 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.28*†
|
|
Form of 2012 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Management Directors) (incorporated by reference to Exhibit 10.31 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.29*†
|
|
Service Contract between CSA Germany Verwaltungs GmbH and Juan Fernando de Miguel Posada dated March 1, 2013 (incorporated by reference to Exhibit 10.26 to Cooper-Standard Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.30*†
|
|
International Assignment Agreement between Song Min Lee and Cooper-Standard Automotive Inc. dated December 31, 2012 (incorporated by reference to Exhibit 10.27 to Cooper-Standard Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
|
|
|
|
10.31*†
|
|
Offer Letter between Matthew W. Hardt and Cooper-Standard Automotive Inc. dated January 26, 2015 (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.'s Current Report on Form 8-K filed on January 27, 2015).
|
|
|
|
10.32*†
|
|
Cooper-Standard Automotive Inc. Long-Term Incentive Plan, Amended and Restated effective as of January 1, 2014 (incorporated by reference to Exhibit 10.28 to Cooper-Standard Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
|
|
|
|
10.33*†
|
|
Cooper-Standard Automotive Inc. Annual Incentive Plan, Amended and Restated effected as of January 1, 2014 (incorporated by reference to Exhibit 10.29 to Cooper-Standard Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
|
|
|
|
10.34**†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Nonqualified Stock Option Agreement.
|
|
|
|
10.35**†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 50% cash / 50% stock).
|
|
|
|
10.36**†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement.
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|
|
|
10.37**†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 100% cash).
|
|
|
|
10.38**†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Nonqualified Stock Option Agreement.
|
|
|
|
10.39**†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 50% cash / 50% stock).
|
|
|
|
10.40**†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement.
|
|
|
|
10.41**†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 100% cash).
|
|
|
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21.1**
|
|
List of Subsidiaries.
|
|
|
|
23.1**
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1**
|
|
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
31.2**
|
|
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-OxleyAct of 2002).
|
|
|
|
101.INS***
|
|
XBRL Instance Document
|
|
|
|
101.SCH***
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL***
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF***
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB***
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE***
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
COOPER-STANDARD HOLDINGS INC.
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Date: February 24, 2015
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/s/ Jeffrey S. Edwards
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Jeffrey S. Edwards
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Chairman and Chief Executive Officer
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Signature
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Title
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/s/ Jeffrey S. Edwards
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Chairman and Chief Executive Officer
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Jeffrey S. Edwards
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/s/ Allen J. Campbell
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Chief Financial Officer (Principal Financial Officer)
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Allen J. Campbell
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/s/ Helen T. Yantz
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Chief Accounting Officer (Principal Accounting Officer)
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Helen T. Yantz
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/s/ Glenn R. August
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Director
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Glenn R. August
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/s/ Larry J. Jutte
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Director
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Larry J. Jutte
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/s/ David J. Mastrocola
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Director
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David J. Mastrocola
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/s/ Thomas W. Sidlik
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Director
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Thomas W. Sidlik
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/s/ Stephen A. Van Oss
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Director
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Stephen A. Van Oss
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/s/ Kenneth L. Way
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Director
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Kenneth L. Way
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1.
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Effective as of March 2, 2015, the following changes shall be made to the Agreement:
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2.
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In all other respects, the Agreement shall remain unchanged.
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3.
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This Amendment may be executed in counterparts, which together shall constitute one and the same agreement.
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1.
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Grant of the Options
. The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth and subject to adjustment as set forth in the Plan, Options to purchase any part or all of an aggregate of Options Granted Shares. The purchase price of the Shares subject to the Options shall be US $Option Price per Share (the “Option Price”). The Options are intended to be non-qualified stock options, and are not intended to be treated as options that comply with Section 422 of the Code.
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2.
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Vesting.
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(i)
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Subject to the Participant’s continued Employment with the Company or its Affiliate through the applicable vesting date, one third of the Options shall vest on each of the first three anniversaries of the Grant Date (each, a “Vesting Date”).
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(ii)
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Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
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(A)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, some or all of the Options shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Option that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Options been exercised immediately prior to such Change of Control, and other appropriate adjustments in the terms and conditions of the Options shall be made. Upon termination of the Participant’s Employment by the Company and its Affiliates without Cause or by the Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of the Option or replacement award shall, to the extent outstanding, immediately become fully vested and exercisable.
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(B)
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To the extent the Survivor does not assume the Options or issue replacement awards as provided in clause (A), then, immediately prior to the date of the Change of Control, all Options shall become immediately and fully vested, and, unless otherwise determined by the Committee, all Options shall be cancelled on the date of the Change of Control in exchange for a cash payment equal to the excess of the Change of Control price of the Shares covered by the Options that
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(b)
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Termination of Employment
. Subject to the provisos in Sections 2(a)(ii), if the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Options shall, to the extent not then vested, be canceled by the Company without consideration, and the vested portion of the Options shall remain exercisable for the period set forth in Section 3(a);
provided
that, upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Participant shall be deemed fully vested as of the date of such termination in all Options subject to this Agreement on the date of such termination; and provided further that, upon termination of the Participant’s Employment due to the Participant’s Retirement between the Grant Date and a Vesting Date, or between Vesting Dates, a pro rata portion of the Options (in addition to any Options that have already vested due to continued Employment through one or more Vesting Date) will be deemed vested as of the date of such termination. Such pro rata portion will be equal to the product of the total number of Options that are subject to immediate vesting on the following Vesting Date multiplied by a fraction equal to (i) the number of days elapsed since the most recent Vesting Date (or the Grant Date, if no Vesting Dates have passed) through the date of such termination divided by (ii) 365.
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3.
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Exercise of Option
.
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(a)
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Period of Exercise
. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested portion of the Option at any time prior to the
earliest
to occur of:
|
(i)
|
the tenth anniversary of the Grant Date;
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(ii)
|
the first anniversary of the date of the Participant’s termination of Employment due to death or Disability, or in connection with a Change of Control pursuant to Section 2(a)(ii)(A);
|
(iii)
|
the third anniversary of the date of the Participant’s termination of Employment due to Retirement; and
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(iii)
|
90 days following the date of the Participant’s termination of Employment by the Company and its Affiliates for any reason not described in clause (ii) or (iii) above.
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(b)
|
Method of Exercise
.
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(i)
|
Subject to Section 3(a), the vested portion of an Option may be exercised in accordance with the exercise process established by the Company; provided that such portion may be exercised with respect to whole Shares only. At the time of exercise, the Participant must pay the Option Price in full. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period, if any, as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time and if the Committee has authorized or established any required plan or program, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of an Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
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(ii)
|
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Options may not be exercised prior to the completion of any registration or qualification of the Options or the Shares under applicable state and federal securities or other laws, or
|
(iii)
|
Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue a certificate or certificates in the Participant’s name for such Shares; provided that the Committee may determine instead that such Shares shall be evidenced by book-entry registration. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing any such certificates to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it.
|
(iv)
|
In the event of the Participant’s death, the vested portion of the Options shall remain exercisable by the Participant’s executor or administrator, or the Person or Persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
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4.
|
No Right to Continued Employment
. The granting of the Options evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
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5.
|
Legend on Certificates or Book Entry Notation
. The certificates or book entry representing the Shares purchased by exercise of the Options, if applicable, shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate notation on any such book entry to make appropriate reference to such restrictions, including reference to the fact that all Shares acquired hereunder shall be subject to the terms of a stockholders agreement, if any.
|
6.
|
Transferability
. The Options may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of an Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. During the Participant’s lifetime, the Options are exercisable only by the Participant.
|
7.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Options, their exercise or any payment or transfer under or with respect to the Options and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
8.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the exercise of the Options, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Options Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Options are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
12.
|
Recoupment
. This Award, and any Shares issued or other compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
13.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
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|
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By:
|
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|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
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|
Agreed and acknowledged as of the date first above written:
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|
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Participant: Participant Name
|
1.
|
Grant
. The Company hereby grants to the Participant <Cooper Hard Codes Amount> Restricted Stock Units on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such Restricted Stock Units are referred to as the “Target RSUs.” The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the date such Restricted Stock Units vest as described in Section 4.
|
2.
|
Performance Period and Goals
. The vesting of the Restricted Stock Units is subject to the achievement of one or more Performance Goals during the Performance Period.
|
(a)
|
Performance Period
. The Performance Period for this Award is the three–year period commencing on January 1, 2014 and ending on December 31, 2016.
|
(b)
|
Performance Goals
. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if 10.1% ROIC is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.
|
3.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units. Prior to the date on which the Restricted Stock Units are settled as provided in Section 5 (the “Settlement Date”), the Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Shares underlying the Restricted Stock Units; provided, however, that in no event will the Participant, after the Settlement Date, be entitled to transfer, sell, pledge, hypothecate or assign the Shares issued in respect of the Restricted Stock Units except as provided for in a stockholders agreement, if any.
|
4.
|
Vesting; Termination of Employment
.
|
(a)
|
Vesting
. Except as set forth in subsection (b) or (c), the Restricted Stock Units will vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period, the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, a potential number of Restricted Stock Units that will vest will be determined as follows:
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the Restricted Stock Units shall be canceled by the Company without consideration;
provided
that:
|
(i)
|
upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target RSUs shall vest in full on the date of such Employment termination, and
|
(ii)
|
upon the termination of the Participant’s Employment for Retirement, a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date, and, in either case, any remaining Restricted Stock Units shall be canceled by the Company without consideration.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
|
(i)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Restricted Stock Units shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Restricted Stock Unit that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Restricted Stock Units been actual shares immediately prior to such Change of Control. Upon termination of the Participant’s Employment by the Company and its Affiliates without Cause or by the Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested, calculated assuming the target goals had been achieved at such time.
|
|
5.
Settlement
.
|
(a)
|
General
. Except as otherwise provided in Section 5(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by (i) delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to one-half (1/2) of the number of Restricted Stock Units that have vested and (ii) issue in the Participant’s name a stock certificate or certificates or make an appropriate book entry for a number of Shares equal to
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
(c)
|
Stock Certificate Restrictions
. The Company shall not be liable to the Participant for damages relating to any delays in issuing any stock certificates hereunder to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it. Any such certificate or certificates or book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate book entry notation to make appropriate reference to such restrictions.
|
6.
|
Dividends and Voting Rights
. Subject to Section 12, the Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
7.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
8.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units or any transfer under or with respect to the Restricted Stock Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
9.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the Restricted Stock Units, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
10.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
11.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
12.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The Restricted Stock Units are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are
|
13.
|
Recoupment
. This Award, and any Shares issued or other compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
14.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
1.
|
Grant
. The Company hereby grants to the Participant Granted Restricted Stock Units on the terms and conditions set forth in this Agreement. The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the Lapse Date described in Section 3.
|
2.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units. Prior to the date on which the Restricted Stock Units are settled as provided in Section 4 (the “Settlement Date”), the Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Shares underlying the Restricted Stock Units (collectively, the “Transfer Restrictions”); provided, however, that in no event will the Participant, after the Settlement Date, be entitled to transfer, sell, pledge, hypothecate or assign the Shares issued in respect of the Restricted Stock Units except as provided for in a stockholders agreement, if any.
|
(a)
|
Vesting
. One hundred percent (100%) of the Restricted Stock Units shall vest and no longer be subject to forfeiture on the third anniversary of the Date of Grant (the “Lapse Date”), subject to the Participant’s continued Employment with the Company or its Affiliate until such date.
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Restricted Stock Units shall, to the extent that the Lapse Date has not occurred, be canceled by the Company without consideration;
provided
that (i) upon termination of the Participant’s Employment due to the Participant’s death or Disability, the total number of Restricted Stock Units shall vest in full on the date of such Employment termination, and (ii) upon the termination of the Participant’s Employment for Retirement, then a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during from the Date of Grant through the date of termination and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the date of such termination, and any remaining Restricted Stock Units shall be canceled by the Company without consideration. For purposes hereof, the Restricted Stock Units that vest upon a Participant’s termination of employment shall be paid only upon the Participant’s separation from service within the meaning of Code Section 409A.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
|
(i)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Restricted Stock Units shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Restricted Stock Unit that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of
|
(a)
|
General
. Except as otherwise provided in Section 4(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by electing either to (a) issue in the Participant’s name a stock certificate or certificates or make an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested or (b) deliver an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. The Transfer Restrictions applicable to the Shares issued in respect of the Restricted Stock Units shall lapse upon such issuance.
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
(c)
|
Stock Certificate Restrictions
. The Company shall not be liable to the Participant for damages relating to any delays in issuing any stock certificates hereunder to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it. Any such certificate or certificates or book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate book entry notation to make appropriate reference to such restrictions.
|
5.
|
Dividends and Voting Rights
. Subject to Section 11, the Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
6.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
7.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units or any transfer under or with respect to the Restricted Stock Units and to take such other action
|
8.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the Restricted Stock Units, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
12.
|
Signature in Counter
parts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
1.
|
Grant
. The Company hereby grants to the Participant Granted Restricted Stock Units on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such Restricted Stock Units are referred to as the “Target RSUs.” The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the date such Restricted Stock Units vest as described in Section 4.
|
2.
|
Performance Period and Goals
. The vesting of the Restricted Stock Units is subject to the achievement of one or more Performance Goals during the Performance Period.
|
(a)
|
Performance Period
. The Performance Period for this Award is the three–year period commencing on January 1, 2014 and ending on December 31, 2016.
|
(b)
|
Performance Goals
. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if 10.0% ROIC is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.
|
3.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units.
|
(a)
|
Vesting
. Except as set forth in subsection (b) or (c), the Restricted Stock Units will vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period, the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, a potential number of Restricted Stock Units that will vest will be determined as follows:
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the Restricted Stock Units shall be canceled by the Company without consideration;
provided
that:
|
(i)
|
upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target RSUs shall vest in full on the date of such Employment termination, and
|
(ii)
|
upon the termination of the Participant’s Employment for Retirement, a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date, and, in either case, any remaining Restricted Stock Units shall be canceled by the Company without consideration.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
|
(a)
|
General
. Except as otherwise provided in Section 5(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
6.
|
Dividends and Voting Rights
. The Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
7.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
8.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The Restricted Stock Units are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or LTIP, the applicable terms and provisions of the Plan or LTIP will govern and prevail.
|
12.
|
Recoupment
. This Award and the compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
13.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
1.
|
Grant of the Options
. The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth and subject to adjustment as set forth in the Plan, Options to purchase any part or all of an aggregate of #Granted Shares. The purchase price of the Shares subject to the Options shall be US $Option Price per Share (the “Option Price”). The Options are intended to be non-qualified stock options, and are not intended to be treated as options that comply with Section 422 of the Code.
|
2.
|
Vesting
.
|
(a)
|
Vesting While Employed
.
|
(i)
|
Subject to the Participant’s continued Employment with the Company or its Affiliate through the applicable vesting date, one third of the Options shall vest on each of the first three anniversaries of the Grant Date (each, a “Vesting Date”).
|
(ii)
|
Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
|
(A)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, some or all of the Options shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Option that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Options been exercised immediately prior to such Change of Control, and other appropriate adjustments in the terms and conditions of the Options shall be made. Upon termination of the Participant’s Employment (1) by the Company and its Affiliates without Cause or (2) if the Participant is then or was at the time of the Change in Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of the Option or replacement award shall, to the extent outstanding, immediately become fully vested and exercisable.
|
(B)
|
To the extent the Survivor does not assume the Options or issue replacement awards as provided in clause (A), then, immediately prior to the date of the Change of Control, all Options shall become immediately and fully vested, and, unless otherwise determined by the Committee, all Options shall be cancelled on the date of the Change of Control in exchange for a cash payment equal to the excess of the Change of Control price of the Shares covered by the Options that
|
(b)
|
Termination of Employment
. Subject to the provisos in Sections 2(a)(ii), if the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Options shall, to the extent not then vested, be canceled by the Company without consideration, and the vested portion of the Options shall remain exercisable for the period set forth in Section 3(a);
provided
that, upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Participant shall be deemed fully vested as of the date of such termination in all Options subject to this Agreement on the date of such termination; and provided further that, upon termination of the Participant’s Employment due to the Participant’s Retirement between the Grant Date and a Vesting Date, or between Vesting Dates, a pro rata portion of the Options (in addition to any Options that have already vested due to continued Employment through one or more Vesting Date) will be deemed vested as of the date of such termination. Such pro rata portion will be equal to the product of the total number of Options that are subject to immediate vesting on the following Vesting Date multiplied by a fraction equal to (i) the number of days elapsed since the most recent Vesting Date (or the Grant Date, if no Vesting Dates have passed) through the date of such termination divided by (ii) 365.
|
3.
|
Exercise of Option
.
|
(a)
|
Period of Exercise
. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested portion of the Option at any time prior to the
earliest
to occur of:
|
(i)
|
the tenth anniversary of the Grant Date;
|
(ii)
|
the first anniversary of the date of the Participant’s termination of Employment due to death or Disability, or in connection with a Change of Control pursuant to Section 2(a)(ii)(A);
|
(iii)
|
the third anniversary of the date of the Participant’s termination of Employment due to Retirement; and
|
(iii)
|
90 days following the date of the Participant’s termination of Employment by the Company and its Affiliates for any reason not described in clause (ii) or (iii) above.
|
(b)
|
Method of Exercise
.
|
(i)
|
Subject to Section 3(a), the vested portion of an Option may be exercised in accordance with the exercise process established by the Company; provided that such portion may be exercised with respect to whole Shares only. At the time of exercise, the Participant must pay the Option Price in full. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period, if any, as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time and if the Committee has authorized or established any required plan or program, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of an Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
|
(ii)
|
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Options may not be exercised prior to the completion of any registration or qualification of the Options or the Shares under applicable state and federal securities or other laws, or
|
(iii)
|
Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue a certificate or certificates in the Participant’s name for such Shares; provided that the Committee may determine instead that such Shares shall be evidenced by book-entry registration. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing any such certificates to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it.
|
(iv)
|
In the event of the Participant’s death, the vested portion of the Options shall remain exercisable by the Participant’s executor or administrator, or the Person or Persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
|
4.
|
No Right to Continued Employment
. The granting of the Options evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
5.
|
Legend on Certificates or Book Entry Notation
. The certificates or book entry representing the Shares purchased by exercise of the Options, if applicable, shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate notation on any such book entry to make appropriate reference to such restrictions, including reference to the fact that all Shares acquired hereunder shall be subject to the terms of a stockholders agreement, if any.
|
6.
|
Transferability
. The Options may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of an Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. During the Participant’s lifetime, the Options are exercisable only by the Participant.
|
7.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Options, their exercise or any payment or transfer under or with respect to the Options and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
8.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the exercise of the Options, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Options Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Options are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
12.
|
Recoupment
. This Award, and any Shares issued or other compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
13.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
1.
|
Grant
. The Company hereby grants to the Participant <CooperStandard Hard Codes Amount> Restricted Stock Units on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such Restricted Stock Units are referred to as the “Target RSUs.” The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the date such Restricted Stock Units vest as described in Section 4.
|
2.
|
Performance Period and Goals
. The vesting of the Restricted Stock Units is subject to the achievement of one or more Performance Goals during the Performance Period.
|
(a)
|
Performance Period
. The Performance Period for this Award is the three–year period commencing on January 1, 2015 and ending on December 31, 2017.
|
(b)
|
Performance Goals
. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if
10.1% ROIC
is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.
|
3.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units. Prior to the date on which the Restricted Stock Units are settled as provided in Section 5 (the “Settlement Date”), the Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Shares underlying the Restricted Stock Units; provided, however, that in no event will the Participant, after the Settlement Date, be entitled to transfer, sell, pledge, hypothecate or assign the Shares issued in respect of the Restricted Stock Units except as provided for in a stockholders agreement, if any.
|
4.
|
Vesting; Termination of Employment
.
|
(a)
|
Vesting
. Except as set forth in subsection (b) or (c), the Restricted Stock Units will vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period, the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, a potential number of Restricted Stock Units that will vest will be determined as follows:
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the Restricted Stock Units shall be canceled by the Company without consideration;
provided
that:
|
(i)
|
upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target RSUs shall vest in full on the date of such Employment termination, and
|
(ii)
|
upon the termination of the Participant’s Employment for Retirement, a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date, and, in either case, any remaining Restricted Stock Units shall be canceled by the Company without consideration.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target RSUs remain available for vesting under this Award, and the following will apply:
|
(i)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Restricted Stock Units shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each Restricted Stock Unit that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Restricted Stock Units been actual shares immediately prior to such Change of Control. Upon termination of the Participant’s Employment (A) by the Company and its Affiliates without Cause or (B) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested in full.
|
5.
|
Settlement
.
|
(a)
|
General
. Except as otherwise provided in Section 5(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by (i) delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to one-half (1/2) of the number of Restricted Stock Units that have vested and (ii) issue in the Participant’s name
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
(c)
|
Stock Certificate Restrictions
. The Company shall not be liable to the Participant for damages relating to any delays in issuing any stock certificates hereunder to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it. Any such certificate or certificates or book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate book entry notation to make appropriate reference to such restrictions.
|
6.
|
Dividends and Voting Rights
. Subject to Section 12, the Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
7.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
8.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units or any transfer under or with respect to the Restricted Stock Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
9.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the Restricted Stock Units, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
10.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
11.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
12.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The Restricted Stock Units are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are
|
13.
|
Recoupment
. This Award, and any Shares issued or other compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
14.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
1.
|
Grant
. The Company hereby grants to the Participant #Granted Restricted Stock Units on the terms and conditions set forth in this Agreement. The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the Lapse Date described in Section 3.
|
2.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units. Prior to the date on which the Restricted Stock Units are settled as provided in Section 4 (the “Settlement Date”), the Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Shares underlying the Restricted Stock Units (collectively, the “Transfer Restrictions”); provided, however, that in no event will the Participant, after the Settlement Date, be entitled to transfer, sell, pledge, hypothecate or assign the Shares issued in respect of the Restricted Stock Units except as provided for in a stockholders agreement, if any.
|
3.
|
Vesting; Termination of Employment
.
|
(a)
|
Vesting
. One hundred percent (100%) of the Restricted Stock Units shall vest and no longer be subject to forfeiture on the third anniversary of the Date of Grant (the “Lapse Date”), subject to the Participant’s continued Employment with the Company or its Affiliate until such date.
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Restricted Stock Units shall, to the extent that the Lapse Date has not occurred, be canceled by the Company without consideration;
provided
that (i) upon termination of the Participant’s Employment due to the Participant’s death or Disability, the total number of Restricted Stock Units shall vest in full on the date of such Employment termination, and (ii) upon the termination of the Participant’s Employment for Retirement, then a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during from the Date of Grant through the date of termination and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the date of such termination, and any remaining Restricted Stock Units shall be canceled by the Company without consideration. For purposes hereof, the Restricted Stock Units that vest upon a Participant’s termination of employment shall be paid only upon the Participant’s separation from service within the meaning of Code Section 409A.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the following will apply:
|
(i)
|
If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Restricted Stock Units shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each
|
(a)
|
General
. Except as otherwise provided in Section 4(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by electing either to (a) issue in the Participant’s name a stock certificate or certificates or make an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested or (b) deliver an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. The Transfer Restrictions applicable to the Shares issued in respect of the Restricted Stock Units shall lapse upon such issuance.
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
(c)
|
Stock Certificate Restrictions
. The Company shall not be liable to the Participant for damages relating to any delays in issuing any stock certificates hereunder to the Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in such certificates themselves or in the making of the book entry; provided that the Company shall correct any such errors caused by it. Any such certificate or certificates or book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or an appropriate book entry notation to make appropriate reference to such restrictions.
|
5.
|
Dividends and Voting Rights
. Subject to Section 11, the Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
6.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
7.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units or any transfer under or with respect to the Restricted Stock Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
8.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the Restricted Stock Units, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
12.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
1.
|
Grant
. The Company hereby grants to the Participant Granted Restricted Stock Units on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such Restricted Stock Units are referred to as the “Target RSUs.” The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the date such Restricted Stock Units vest as described in Section 4.
|
2.
|
Performance Period and Goals
. The vesting of the Restricted Stock Units is subject to the achievement of one or more Performance Goals during the Performance Period.
|
(a)
|
Performance Period
. The Performance Period for this Award is the three–year period commencing on January 1, 2015 and ending on December 31, 2017.
|
(b)
|
Performance Goals
. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if
10.0% ROIC
is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.
|
3.
|
Restrictions on Transfer
. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the Restricted Stock Units.
|
4.
|
Vesting; Termination of Employment
.
|
(a)
|
Vesting
. Except as set forth in subsection (b) or (c), the Restricted Stock Units will vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period, the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, a potential number of Restricted Stock Units that will vest will be determined as follows:
|
(b)
|
Termination of Employment
. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the Restricted Stock Units shall be canceled by the Company without consideration;
provided
that:
|
(i)
|
upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target RSUs shall vest in full on the date of such Employment termination, and
|
(ii)
|
upon the termination of the Participant’s Employment for Retirement, a number of Restricted Stock Units equal to (x) the total number of Restricted Stock Units determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date, and, in either case, any remaining Restricted Stock Units shall be canceled by the Company without consideration.
|
(c)
|
Change of Control
. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target RSUs remain available for vesting under this Award, and the following will apply:
|
5.
|
Settlement
.
|
(a)
|
General
. Except as otherwise provided in Section 5(b), as soon as practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the date on which vesting occurs), the Company will settle such vested Restricted Stock Units by delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. For purposes hereof, the Restricted Stock Units that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.
|
(b)
|
Six-Month Delay for Specified Employees
. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s Employment by the Company and its Affiliates for other than death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the Participant’s separation from service.
|
6.
|
Dividends and Voting Rights
. The Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited; provided that such cash payments shall be subject to the same risk of forfeiture as the Restricted Stock Units to which such payments relate. If, however, any dividends or distributions with respect to the Shares underlying the Restricted Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares, and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to the Participant under this provision shall be paid to the Participant at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement.
|
7.
|
No Right to Continued Employment
. The granting of the Restricted Stock Units evidenced hereby and this Agreement shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant.
|
8.
|
Withholding
. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
|
9.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
|
10.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
11.
|
Restricted Stock Units Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The Restricted Stock Units are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or LTIP, the applicable terms and provisions of the Plan or LTIP will govern and prevail.
|
12.
|
Recoupment
. This Award and the compensation received by the Participant under this Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
13.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
|
Larry E. Ott
Senior Vice President and
Chief Human Resources Officer
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant: Participant Name
|
Subsidiary Name
|
Jurisdiction of Organization
|
Cooper-Standard Automotive (Australia) Pty. Ltd.
|
Australia
|
CSA (Barbados) Investment Co. Ltd.
|
Barbados
|
Cooper Nishikawa Brasil Ltda.
|
Brazil
|
Cooper-Standard Automotive Brasil Sealing Ltda.
|
Brazil
|
Itatiaia Standard Industrial Ltda.
|
Brazil
|
Cooper-Standard Automotive Canada Limited
|
Canada
|
Jingda (Jingzhou) Automotive Co., Ltd. (36%)
|
China
|
Cooper (Wuhu) Automotive Co., Ltd.
|
China
|
Cooper-Standard (Suzhou) Automotive Co., Ltd.
|
China
|
Cooper-Standard Automotive (Kunshan) Co., Ltd.
|
China
|
Cooper-Standard Chongqing Automotive Co., Ltd.
|
China
|
Cooper-Standard Jingda Changchun Automotive Co., Ltd. (80%)
|
China
|
Huayu-Cooper Standard Sealing Systems Co., Ltd. (47.5%)
|
China
|
Shanghai Jyco Sealing Products Co., Ltd.
|
China
|
Cooper-Standard Automotive Ceska Republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive FHS Ceska republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive FHS Inc.
|
Delaware
|
Cooper-Standard Automotive Fluid Systems Mexico Holding LLC
|
Delaware
|
Cooper-Standard Mexico Holdings. Inc.
|
Delaware
|
CS Intermediate HoldCo 1 LLC
|
Delaware
|
NISCO Holding Company
|
Delaware
|
Nishikawa Cooper LLC (40%)
|
Delaware
|
StanTech, Inc.
|
Delaware
|
Sterling Investments Company
|
Delaware
|
Cooper Standard France SAS
|
France
|
Cooper-Standard Automotive France S.A.S.
|
France
|
Cooper Standard GmbH
|
Germany
|
Cooper Standard Technical Rubber GmbH
|
Germany
|
Cooper-Standard Automotive (Deutschland) GmbH
|
Germany
|
CSA Beteiligungen (Deutschland) GmbH
|
Germany
|
CSA Germany GmbH & Co. KG
|
Germany
|
CSA Germany Verwaltungs GmbH
|
Germany
|
CSA Holding (Deutschland) GmbH
|
Germany
|
Metzeler Kautschuk Unterstuetzungskasse GmbH
|
Germany
|
Cooper-Standard Automotive India Private Limited
|
India
|
Metzeler Automotive Profiles India Private Limited (74%)
|
India
|
Sujan Barre Thomas AVS Private Limited
(2)
|
India
|
Cooper-Standard Automotive Italy SpA
|
Italy
|
Cooper Standard Automotive Japan K.K.
|
Japan
|
Cooper-Standard Automotive Korea Inc.
|
Korea
|
Coopermex, S.A. de C.V.
|
Mexico
|
Cooper-Standard Automotive de Mexico S.A. de C.V.
|
Mexico
|
Cooper-Standard Automotive FHS, S.A. de C.V.
|
Mexico
|
Cooper-Standard Automotive Fluid Systems de Mexico, S. de R.L. de C.V.
|
Mexico
|
Cooper-Standard Automotive Sealing de Mexico, S.A. de C.V.
|
Mexico
|
Subsidiary Name
|
Jurisdiction of Organization
|
Cooper-Standard Automotive Services, S.A. de C.V.
|
Mexico
|
Cooper-Standard de Mexico S de RL de CV
|
Mexico
|
Manufacturera El Jarudo, S. de R.L. de C.V.
|
Mexico
|
Cooper-Standard Foundation Inc.
(4)
|
Michigan
|
Westborn Service Center, Inc.
|
Michigan
|
Cooper-Standard Automotive NC L.L.C.
|
North Carolina
|
Cooper-Standard Automotive Inc.
|
Ohio
|
Cooper-Standard Automotive OH, LLC
|
Ohio
|
CSA Services Inc.
|
Ohio
|
Cooper-Standard Automotive Piotrkow sp zoo
|
Poland
|
Cooper-Standard Polska sp z o.o.
|
Poland
|
CSF Poland z o.o.
|
Poland
|
Cooper-Standard Romania SRL
|
Romania
|
Cooper Standard DOO Sremska Mitrovica
|
Serbia
|
Cooper-Standard Holdings Singapore Pte. Ltd.
|
Singapore
|
Cooper-Standard INOAC Pte. Ltd. (51%)
|
Singapore
|
Cooper-Standard Automotive España, S.L.
|
Spain
|
Cooper Standard Sweden
(3)
|
Sweden
|
Cooper-Standard Rockford Inc.
|
Tennessee
|
North America Rubber, Incorporated
|
Texas
|
Nishikawa Tachaplalert Cooper Ltd. (20%)
|
Thailand
|
Cooper-Standard Automotive International Holdings B.V.
|
The Netherlands
|
CSA International Holdings C.V.
|
The Netherlands
|
CSA International Holdings Coöperative U.A.
|
The Netherlands
|
Cooper-Standard Automotive (UK) Pension Trust Limited
|
United Kingdom
|
Cooper-Standard Automotive UK Limited
|
United Kingdom
|
|
|
(1)
Subsidiaries as of February 6, 2015; wholly-owned except as otherwise indicated
|
|
(2)
50% is owned by Cooper-Standard France SAS
|
|
(3)
This is a branch office of Cooper-Standard Automotive International Holdings B.V.
|
|
(4)
This is a Michigan non-profit corporation
|
|
|
(1)
|
Registration Statement (Form S-3 File No. 333.175637) of Cooper-Standard Holdings Inc.,
|
|
(2)
|
Registration Statement (Form S-8 File No. 333-188516) pertaining to the registration of common stock of Cooper-Standard Holdings Inc.,
|
|
(3)
|
Registration Statement (Form S-3 File No. 333-189981) of Cooper-Standard Holdings Inc.;
|
1.
|
I have reviewed this annual report on Form 10-K of Cooper-Standard Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably like to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: February 24, 2015
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/s/ Jeffrey S. Edwards
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Jeffrey S. Edwards
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Cooper-Standard Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably like to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: February 24, 2015
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/s/ Allen J. Campbell
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Allen J. Campbell
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Chief Financial Officer
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|
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(Principal Financial Officer)
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Dated: February 24, 2015
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/s/ Jeffrey S. Edwards
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Jeffrey S. Edwards
|
|
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Chief Executive Officer
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|
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(Principal Executive Officer)
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|
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Dated: February 24, 2015
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/s/ Allen J. Campbell
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Allen J. Campbell
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Chief Financial Officer
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(Principal Financial Officer)
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