|
|
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
|
x
|
Accelerated filer
|
¨
|
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 Accounting Fees and Services
|
|
|
||
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Signatures
|
Voice of the Customer:
|
We design and develop our products to meet the current and future needs of our customers. We listen intently and adjust to customer feedback to ensure we are consistently providing customer-focused products while meeting their evolving needs. Cooper Standard is dedicated to serving its global customers and the automotive industry as a whole.
|
|
|
Superior Products:
|
With a focus on core products, we provide customers with market-leading solutions with predicable quality that meet or exceed expectations in sealing, fuel and brake delivery, fluid transfer and anti-vibration systems.
|
|
|
World-Class Operations:
|
We are committed to sustained excellence through the Cooper Standard Operating System (“CSOS”), the Company’s playbook of global best practice tools designed for optimization that are driving Cooper Standard’s global success.
|
|
|
Engaged Employees:
|
Our employees are the foundation of the Company and the key driver of our success. Committed to excellence and driven to succeed, our employees never lose sight of the Company’s overall vision and strategy.
|
CSOS Function
|
Strategic Focus
|
World-Class Safety
|
Implement globally consistent measurement system with zero incidents goal.
|
World-Class Operations
|
Optimize global performance by implementing best business practices across the organization.
|
Continuous Improvement
|
Implement lean manufacturing tools across all facilities to achieve cost savings and increased performance.
|
Global Purchasing
|
Develop an advantaged supply base to effectively leverage scale and optimize supplier quality.
|
Innovation Management
|
Focused innovation processes to create breakthrough technologies for market differentiation.
|
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.
|
|
|
Percentage of Sales
|
||||
Product Lines
|
|
2016
|
|
2015
|
|
2014
|
Sealing systems
|
|
52%
|
|
53%
|
|
52%
|
Fuel and brake delivery systems
|
|
21%
|
|
20%
|
|
20%
|
Fluid transfer systems
|
|
14%
|
|
14%
|
|
14%
|
Anti-vibration systems
|
|
9%
|
|
8%
|
|
8%
|
Product Lines
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
–
|
Fortrex™
|
–
|
Stainless steel trim
|
|
|
|
|
–
|
Dynamic seals
|
–
|
Flush glass systems
|
|
|
|
|
–
|
Static seals
|
–
|
Variable extrusion
|
|
|
|
|
–
|
Encapsulated glass
|
–
|
Specialty sealing products
|
|
|
|
|
|
|
|
|
||
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
|
–
|
Gen III Posi-Lock Quick Connect
|
|
|
|
|
–
|
Quick connects
|
|
|
|
|
|
|
|
|
|
|
Product Lines
|
|
|
|
|
|
|
Market Position
|
FLUID TRANSFER SYSTEMS
|
|
Sense, deliver and control fluid and vapors for optimal powertrain & HVAC operation
|
|
Top 3 globally
|
|||
|
|
Products:
|
|
|
|
|
|
|
|
–
|
Heater/coolant hoses
|
–
|
Turbo charger hoses
|
|
|
|
|
–
|
Quick connects
|
–
|
Secondary air hoses
|
|
|
|
|
–
|
DPF and SCR emission lines
|
–
|
Brake and clutch hoses
|
|
|
|
|
–
|
Degas tanks
|
–
|
ArmorHose™
|
|
|
|
|
–
|
Air intake and charge
|
–
|
ArmorHose™ TPV
|
|
|
|
|
–
|
Transmission Oil Cooling Hoses
|
|
|
|
|
|
|
|
|
|
|
||
ANTI-VIBRATION SYSTEMS
|
|
Control and isolate vibration and noise in the vehicle to improve ride and
handling
|
|
North America Leader
|
|||
|
|
Products:
|
|
|
|
|
|
|
|
–
|
Powertrain Mount Systems: Multi-state Vacuum Switchable Hydraulic Engine Mounts, Bi-state Electric Switchable Hydraulic Engine Mounts, Conventional Hydraulic Mounts, Elastomeric Mount
|
|
|
||
|
|
–
|
Suspension Mounts: Conventional & Hydraulic Bushings, Strut Mounts, Spring Seats & Bumpers, Mass Dampers, Dual Durometer (Bi-compound) Bushings
|
|
|
Country
|
|
Name
|
|
Ownership Percentage
|
India
|
|
Sujan Cooper Standard AVS Private Limited
|
|
50%
|
United States
|
|
Nishikawa Cooper LLC
|
|
40%
|
India
|
|
Polyrub Cooper Standard FTS Private Limited
|
|
35%
|
Thailand
|
|
Nishikawa Tachaplalert Cooper Ltd.
|
|
20%
|
•
|
currency exchange rate fluctuations, currency controls and restrictions, and the ability to hedge currencies;
|
•
|
changes in local economic conditions;
|
•
|
repatriation restrictions or requirements, including tax increases on remittances and other payments by our foreign subsidiaries;
|
•
|
global sovereign fiscal uncertainty and hyperinflation in certain foreign countries;
|
•
|
c
hanges in laws and regulations, including laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, or taxes or the imposition of embargos on imports from countries where we manufacture products
;
|
•
|
exposure to possible expropriation or other government actions; and
|
•
|
exposure to local political or social unrest including resultant acts of war, terrorism, or similar events.
|
•
|
increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are at variable rates of interest;
|
•
|
require us to dedicate a substantial portion of our cash flows from operations to payments on our debt, which would reduce the availability of cash to fund working capital, capital expenditures or other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry;
|
•
|
place us at a disadvantage compared to competitors that may have proportionately less debt;
|
•
|
limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
|
•
|
increase our cost of borrowing.
|
•
|
pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness;
|
•
|
incur liens on assets;
|
•
|
make certain investments or other restricted payments;
|
•
|
allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
|
Region
|
|
Type
|
|
Total Facilities*
|
|
Owned Facilities
|
||
North America
|
|
Manufacturing
(a)
|
|
34
|
|
|
24
|
|
|
|
Other
(b)
|
|
16
|
|
|
1
|
|
Asia Pacific
|
|
Manufacturing
(a)
|
|
29
|
|
|
11
|
|
|
|
Other
(b)
|
|
6
|
|
|
—
|
|
Europe
|
|
Manufacturing
(a)
|
|
24
|
|
|
17
|
|
|
|
Other
(b)
|
|
10
|
|
|
1
|
|
South America
|
|
Manufacturing
(a)
|
|
3
|
|
|
1
|
|
|
|
Other
(b)
|
|
1
|
|
|
—
|
|
(a)
|
Includes multi-activity sites which are predominantly manufacturing.
|
(b)
|
Includes design, engineering, administrative and logistics locations.
|
|
|
Common Stock
|
|
Warrants
|
||||||||||||
2016
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
March 31, 2016
|
|
$
|
77.60
|
|
|
$
|
64.31
|
|
|
$
|
46.00
|
|
|
$
|
36.25
|
|
June 30, 2016
|
|
85.99
|
|
|
71.46
|
|
|
62.29
|
|
|
50.50
|
|
||||
September 30, 2016
|
|
107.41
|
|
|
77.04
|
|
|
76.75
|
|
|
58.25
|
|
||||
December 31, 2016
|
|
105.54
|
|
|
86.33
|
|
|
77.50
|
|
|
65.00
|
|
|
|
Common Stock
|
|
Warrants
|
||||||||||||
2015
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
March 31, 2015
|
|
$
|
59.20
|
|
|
$
|
50.96
|
|
|
$
|
32.44
|
|
|
$
|
25.67
|
|
June 30, 2015
|
|
64.24
|
|
|
58.83
|
|
|
36.70
|
|
|
32.45
|
|
||||
September 30, 2015
|
|
64.79
|
|
|
55.00
|
|
|
39.13
|
|
|
29.00
|
|
||||
December 31, 2015
|
|
80.15
|
|
|
58.10
|
|
|
49.80
|
|
|
33.59
|
|
|
|
Ticker
|
|
12/30/2011*
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/30/2016*
|
||||||||||||
Cooper-Standard Holdings Inc.
|
|
CPS
|
|
$
|
100.00
|
|
|
$
|
110.14
|
|
|
$
|
142.35
|
|
|
$
|
167.77
|
|
|
$
|
224.90
|
|
|
$
|
299.65
|
|
S&P 500
|
|
SPX
|
|
$
|
100.00
|
|
|
$
|
115.99
|
|
|
$
|
153.32
|
|
|
$
|
173.72
|
|
|
$
|
175.67
|
|
|
$
|
196.35
|
|
S&P Supercomposite Auto Parts & Equipment Index
|
|
S15AUTP
|
|
$
|
100.00
|
|
|
$
|
98.75
|
|
|
$
|
165.57
|
|
|
$
|
170.88
|
|
|
$
|
159.39
|
|
|
$
|
102.69
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollar amounts in millions except per share amounts)
|
||||||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,472.9
|
|
|
$
|
3,342.8
|
|
|
$
|
3,244.0
|
|
|
$
|
3,090.5
|
|
|
$
|
2,880.9
|
|
Net income
|
140.4
|
|
|
111.8
|
|
|
45.5
|
|
|
45.2
|
|
|
98.8
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
139.0
|
|
|
111.9
|
|
|
42.8
|
|
|
47.9
|
|
|
102.8
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
$
|
2.56
|
|
|
$
|
2.39
|
|
|
$
|
4.40
|
|
Diluted
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
$
|
2.39
|
|
|
$
|
2.24
|
|
|
$
|
4.14
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
480.1
|
|
|
$
|
378.2
|
|
|
$
|
267.3
|
|
|
$
|
184.4
|
|
|
$
|
270.6
|
|
Net working capital
(1)
|
90.2
|
|
|
175.3
|
|
|
294.3
|
|
|
269.1
|
|
|
265.6
|
|
|||||
Total assets
|
2,491.7
|
|
|
2,304.3
|
|
|
2,125.6
|
|
|
2,102.8
|
|
|
2,026.0
|
|
|||||
Total non-current liabilities
|
1,010.6
|
|
|
1,008.1
|
|
|
1,044.9
|
|
|
911.9
|
|
|
774.0
|
|
|||||
Total debt
(2)
|
762.9
|
|
|
777.9
|
|
|
778.7
|
|
|
684.4
|
|
|
483.4
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121.6
|
|
|||||
Total equity
|
721.8
|
|
|
614.8
|
|
|
548.7
|
|
|
615.6
|
|
|
629.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
363.7
|
|
|
$
|
270.4
|
|
|
$
|
171.0
|
|
|
$
|
133.3
|
|
|
$
|
84.4
|
|
Investing activities
|
(198.3
|
)
|
|
(166.4
|
)
|
|
(157.4
|
)
|
|
(191.1
|
)
|
|
(117.6
|
)
|
|||||
Financing activities
|
(62.9
|
)
|
|
(11.6
|
)
|
|
49.4
|
|
|
(23.0
|
)
|
|
(58.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, including other intangible assets
|
$
|
164.4
|
|
|
$
|
166.3
|
|
|
$
|
192.1
|
|
|
$
|
183.3
|
|
|
$
|
131.1
|
|
(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
$393.1
of our Senior Notes,
$332.8
of Term Loan,
$0.3
in capital leases, and
$36.7
of other third-party debt as of
December 31, 2016
.
|
(In millions of units)
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|
Projected % Change 2016-2017
|
|
% Change 2015-2016
|
||
North America
|
17.6
|
|
17.8
|
|
17.5
|
|
(1.5
|
)%
|
|
2.0
|
%
|
Europe
|
21.8
|
|
21.5
|
|
20.9
|
|
1.5
|
%
|
|
2.8
|
%
|
Asia Pacific
(2)
|
49.9
|
|
48.5
|
|
45.3
|
|
2.8
|
%
|
|
7.2
|
%
|
South America
|
2.8
|
|
2.8
|
|
3.1
|
|
1.0
|
%
|
|
(9.8
|
)%
|
•
|
continued shift to global platforms;
|
•
|
consolidation of suppliers;
|
•
|
autonomous and connected vehicles;
|
•
|
increased government regulation; and
|
•
|
consumer preference for environmentally friendly products and technology.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
vs.
2015
|
|
2015
vs.
2014
|
||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||
Sales
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
|
$
|
130,087
|
|
|
$
|
98,817
|
|
Cost of products sold
|
2,808,049
|
|
|
2,755,691
|
|
|
2,734,558
|
|
|
52,358
|
|
|
21,133
|
|
|||||
Gross profit
|
664,842
|
|
|
587,113
|
|
|
509,429
|
|
|
77,729
|
|
|
77,684
|
|
|||||
Selling, administration & engineering expenses
|
359,782
|
|
|
329,922
|
|
|
301,724
|
|
|
29,860
|
|
|
28,198
|
|
|||||
Amortization of intangibles
|
13,566
|
|
|
13,892
|
|
|
16,437
|
|
|
(326
|
)
|
|
(2,545
|
)
|
|||||
Impairment charges
|
1,273
|
|
|
21,611
|
|
|
26,273
|
|
|
(20,338
|
)
|
|
(4,662
|
)
|
|||||
Restructuring charges
|
46,031
|
|
|
53,844
|
|
|
17,414
|
|
|
(7,813
|
)
|
|
36,430
|
|
|||||
Other operating loss (profit)
|
155
|
|
|
(8,033
|
)
|
|
(16,927
|
)
|
|
8,188
|
|
|
8,894
|
|
|||||
Operating profit
|
244,035
|
|
|
175,877
|
|
|
164,508
|
|
|
68,158
|
|
|
11,369
|
|
|||||
Interest expense, net of interest income
|
(41,389
|
)
|
|
(38,331
|
)
|
|
(45,604
|
)
|
|
(3,058
|
)
|
|
7,273
|
|
|||||
Loss on refinancing and extinguishment of debt
|
(5,104
|
)
|
|
—
|
|
|
(30,488
|
)
|
|
(5,104
|
)
|
|
30,488
|
|
|||||
Equity in earnings of affiliates
|
7,877
|
|
|
5,683
|
|
|
6,037
|
|
|
2,194
|
|
|
(354
|
)
|
|||||
Other (expense) income, net
|
(10,659
|
)
|
|
9,759
|
|
|
(6,170
|
)
|
|
(20,418
|
)
|
|
15,929
|
|
|||||
Income before income taxes
|
194,760
|
|
|
152,988
|
|
|
88,283
|
|
|
41,772
|
|
|
64,705
|
|
|||||
Income tax expense
|
54,321
|
|
|
41,218
|
|
|
42,810
|
|
|
13,103
|
|
|
(1,592
|
)
|
|||||
Net income
|
140,439
|
|
|
111,770
|
|
|
45,473
|
|
|
28,669
|
|
|
66,297
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(1,451
|
)
|
|
110
|
|
|
(2,694
|
)
|
|
(1,561
|
)
|
|
2,804
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
$
|
42,779
|
|
|
$
|
27,108
|
|
|
$
|
69,101
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
vs.
2015
|
|
2015
vs.
2014
|
||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,816,486
|
|
|
$
|
1,778,621
|
|
|
$
|
1,698,826
|
|
|
$
|
37,865
|
|
|
$
|
79,795
|
|
Europe
|
1,031,538
|
|
|
1,033,635
|
|
|
1,138,428
|
|
|
(2,097
|
)
|
|
(104,793
|
)
|
|||||
Asia Pacific
|
540,684
|
|
|
435,127
|
|
|
249,172
|
|
|
105,557
|
|
|
185,955
|
|
|||||
South America
|
84,183
|
|
|
95,421
|
|
|
157,561
|
|
|
(11,238
|
)
|
|
(62,140
|
)
|
|||||
Consolidated
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
|
$
|
130,087
|
|
|
$
|
98,817
|
|
Segment profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
219,744
|
|
|
$
|
215,487
|
|
|
$
|
136,682
|
|
|
$
|
4,257
|
|
|
$
|
78,805
|
|
Europe
|
(15,989
|
)
|
|
(22,435
|
)
|
|
(28,062
|
)
|
|
6,446
|
|
|
5,627
|
|
|||||
Asia Pacific
|
9,206
|
|
|
4,063
|
|
|
3,524
|
|
|
5,143
|
|
|
539
|
|
|||||
South America
|
(18,201
|
)
|
|
(44,127
|
)
|
|
(23,861
|
)
|
|
25,926
|
|
|
(20,266
|
)
|
|||||
Income before income taxes
|
$
|
194,760
|
|
|
$
|
152,988
|
|
|
$
|
88,283
|
|
|
$
|
41,772
|
|
|
$
|
64,705
|
|
•
|
in the case of borrowings by U.S. 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; or
|
•
|
in the case of borrowings by the Dutch Borrower, LIBOR plus an applicable margin.
|
|
Payment due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
|
(dollar amounts in millions)
|
||||||||||||||||||
Debt obligations
|
$
|
740.0
|
|
|
$
|
3.4
|
|
|
$
|
6.8
|
|
|
$
|
6.8
|
|
|
$
|
723.0
|
|
Interest on debt obligations
|
343.1
|
|
|
37.2
|
|
|
77.8
|
|
|
80.6
|
|
|
147.5
|
|
|||||
Operating lease obligations
|
125.3
|
|
|
34.1
|
|
|
46.8
|
|
|
26.5
|
|
|
17.9
|
|
|||||
Other obligations
(1)
|
37.0
|
|
|
31.1
|
|
|
4.0
|
|
|
1.9
|
|
|
—
|
|
|||||
Total
|
$
|
1,245.4
|
|
|
$
|
105.8
|
|
|
$
|
135.4
|
|
|
$
|
115.8
|
|
|
$
|
888.4
|
|
•
|
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 ABL Facility, Term Loan Facility and Senior Notes;
|
•
|
they do not reflect certain tax payments that may represent a reduction in cash available to us;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
|
•
|
other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
$
|
42,779
|
|
Income tax expense
|
54,321
|
|
|
41,218
|
|
|
42,810
|
|
|||
Interest expense, net of interest income
|
41,389
|
|
|
38,331
|
|
|
45,604
|
|
|||
Depreciation and amortization
|
122,660
|
|
|
114,427
|
|
|
112,580
|
|
|||
EBITDA
|
$
|
357,358
|
|
|
$
|
305,856
|
|
|
$
|
243,773
|
|
Gain on remeasurement of previously held equity interest
(1)
|
—
|
|
|
(14,199
|
)
|
|
—
|
|
|||
Restructuring charges
(2)
|
46,031
|
|
|
53,844
|
|
|
17,188
|
|
|||
Impairment charges
(3)
|
1,273
|
|
|
21,611
|
|
|
26,273
|
|
|||
Gain on divestiture
(4)
|
—
|
|
|
(8,033
|
)
|
|
(14,568
|
)
|
|||
Loss on refinancing and extinguishment of debt
(5)
|
5,104
|
|
|
—
|
|
|
30,488
|
|
|||
Secondary offering underwriting fees and other expenses
(6)
|
6,500
|
|
|
—
|
|
|
—
|
|
|||
Amortization of inventory write-up
(7)
|
—
|
|
|
1,419
|
|
|
—
|
|
|||
Settlement charges
(8)
|
281
|
|
|
—
|
|
|
3,637
|
|
|||
Share-based compensation
(9)
|
—
|
|
|
(71
|
)
|
|
2,770
|
|
|||
Acquisition costs
|
—
|
|
|
1,637
|
|
|
740
|
|
|||
Other
|
155
|
|
|
301
|
|
|
1,236
|
|
|||
Adjusted EBITDA
|
$
|
416,702
|
|
|
$
|
362,365
|
|
|
$
|
311,537
|
|
(1)
|
Gain on remeasurement of previously held equity interest in Shenya.
|
(2)
|
Includes non-cash impairment charges related to restructuring and is net of non-controlling interest.
|
(3)
|
Impairment charges in 2016 related to fixed assets of
$1,273
. Impairment charges in 2015 related to fixed assets of
$13,630
and intangible assets of
$7,981
. Impairment charges in 2014 related to fixed assets of
$24,573
and intangible assets of
$1,700
.
|
(4)
|
Gain on sale of hard coat plastic exterior trim business in 2015 and thermal and emissions product line in 2014.
|
(5)
|
Loss on refinancing and extinguishment of debt relating to the refinancing of our Term Loan Facility in 2016 and the repurchase of certain debt in 2014.
|
(6)
|
Fees and other expenses associated with the March 2016 secondary offering.
|
(7)
|
Amortization of write-up of inventory to fair value for the Shenya acquisition.
|
(8)
|
Settlement charges in 2016 related to the initiative to de-risk the U.K. pension plans. Settlement charges in 2014 related to the U.S. pension plans that were amended to offer a one-time voluntary lump sum window to certain terminated vested participants.
|
(9)
|
Non-cash stock amortization expense and non-cash stock option expense for grants issued at emergence from bankruptcy.
|
|
|
|
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, 2016, 2015 and 2014
|
|
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated balance sheets as of December 31, 2016 and December 31, 2015
|
|
Consolidated statements of changes in equity for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated statements of cash flows for the years ended December 31, 2016, 2015 and 2014
|
|
Notes to consolidated financial statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
Cost of products sold
|
2,808,049
|
|
|
2,755,691
|
|
|
2,734,558
|
|
|||
Gross profit
|
664,842
|
|
|
587,113
|
|
|
509,429
|
|
|||
Selling, administration & engineering expenses
|
359,782
|
|
|
329,922
|
|
|
301,724
|
|
|||
Amortization of intangibles
|
13,566
|
|
|
13,892
|
|
|
16,437
|
|
|||
Impairment charges
|
1,273
|
|
|
21,611
|
|
|
26,273
|
|
|||
Restructuring charges
|
46,031
|
|
|
53,844
|
|
|
17,414
|
|
|||
Other operating loss (profit)
|
155
|
|
|
(8,033
|
)
|
|
(16,927
|
)
|
|||
Operating profit
|
244,035
|
|
|
175,877
|
|
|
164,508
|
|
|||
Interest expense, net of interest income
|
(41,389
|
)
|
|
(38,331
|
)
|
|
(45,604
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
(5,104
|
)
|
|
—
|
|
|
(30,488
|
)
|
|||
Equity in earnings of affiliates
|
7,877
|
|
|
5,683
|
|
|
6,037
|
|
|||
Other (expense) income, net
|
(10,659
|
)
|
|
9,759
|
|
|
(6,170
|
)
|
|||
Income before income taxes
|
194,760
|
|
|
152,988
|
|
|
88,283
|
|
|||
Income tax expense
|
54,321
|
|
|
41,218
|
|
|
42,810
|
|
|||
Net income
|
140,439
|
|
|
111,770
|
|
|
45,473
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(1,451
|
)
|
|
110
|
|
|
(2,694
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
$
|
42,779
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
$
|
2.56
|
|
Diluted
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
$
|
2.39
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
140,439
|
|
|
$
|
111,770
|
|
|
$
|
45,473
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment
|
(13,930
|
)
|
|
(80,331
|
)
|
|
(56,162
|
)
|
|||
Benefit plan liabilities, net of tax
(1)
|
(13,488
|
)
|
|
2,737
|
|
|
(53,455
|
)
|
|||
Fair value change of derivatives, net of tax
(2)
|
810
|
|
|
(269
|
)
|
|
(2,011
|
)
|
|||
Other comprehensive loss, net of tax
|
(26,608
|
)
|
|
(77,863
|
)
|
|
(111,628
|
)
|
|||
Comprehensive income (loss)
|
113,831
|
|
|
33,907
|
|
|
(66,155
|
)
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(341
|
)
|
|
451
|
|
|
(2,615
|
)
|
|||
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc.
|
$
|
113,490
|
|
|
$
|
34,358
|
|
|
$
|
(68,770
|
)
|
(1)
|
Other comprehensive income (loss) related to the benefit plan liabilities is net of a tax effect of
$2,883
,
$2,051
and
$19,096
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(2)
|
Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$685
,
$299
and
$1,253
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
480,092
|
|
|
$
|
378,243
|
|
Accounts receivable, net
|
460,503
|
|
|
455,187
|
|
||
Tooling receivable
|
90,974
|
|
|
102,877
|
|
||
Inventories
|
146,449
|
|
|
149,645
|
|
||
Prepaid expenses
|
37,142
|
|
|
30,016
|
|
||
Other current assets
|
81,021
|
|
|
73,513
|
|
||
Total current assets
|
1,296,181
|
|
|
1,189,481
|
|
||
Property, plant and equipment, net
|
832,269
|
|
|
765,369
|
|
||
Goodwill
|
167,441
|
|
|
149,219
|
|
||
Intangible assets, net
|
81,363
|
|
|
70,702
|
|
||
Deferred tax assets
|
46,419
|
|
|
49,299
|
|
||
Other assets
|
68,029
|
|
|
80,222
|
|
||
Total assets
|
$
|
2,491,702
|
|
|
$
|
2,304,292
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
33,439
|
|
|
$
|
45,494
|
|
Accounts payable
|
475,426
|
|
|
400,604
|
|
||
Payroll liabilities
|
144,812
|
|
|
127,609
|
|
||
Accrued liabilities
|
105,665
|
|
|
107,713
|
|
||
Total current liabilities
|
759,342
|
|
|
681,420
|
|
||
Long-term debt
|
729,480
|
|
|
732,418
|
|
||
Pension benefits
|
172,950
|
|
|
176,525
|
|
||
Postretirement benefits other than pensions
|
54,225
|
|
|
52,963
|
|
||
Deferred tax liabilities
|
9,241
|
|
|
4,914
|
|
||
Other liabilities
|
44,673
|
|
|
41,253
|
|
||
Total liabilities
|
1,769,911
|
|
|
1,689,493
|
|
||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
||
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares outstanding
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,686,917 shares issued and 17,690,611 outstanding as of December 31, 2016 and 19,105,251 shares issued and 17,458,945 outstanding as of December 31, 2015
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
513,934
|
|
|
513,764
|
|
||
Retained earnings
|
425,972
|
|
|
306,713
|
|
||
Accumulated other comprehensive loss
|
(242,563
|
)
|
|
(217,065
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
697,360
|
|
|
603,429
|
|
||
Noncontrolling interests
|
24,431
|
|
|
11,370
|
|
||
Total equity
|
721,791
|
|
|
614,799
|
|
||
Total liabilities and equity
|
$
|
2,491,702
|
|
|
$
|
2,304,292
|
|
|
|
Total Equity
|
||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
Common Shares
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Cooper-Standard Holdings Inc. Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||
Balance as of 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
|
|
||||||||
Share-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 loss
|
(62
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(111,549
|
)
|
(111,549
|
)
|
(17
|
)
|
(111,566
|
)
|
||||||||
Balance as of December 31, 2014
|
3,981
|
|
17,039,328
|
|
17
|
|
492,959
|
|
195,233
|
|
(139,243
|
)
|
548,966
|
|
(252
|
)
|
548,714
|
|
||||||||
Shares issued under stock option plans
|
—
|
|
20,960
|
|
—
|
|
(289
|
)
|
—
|
|
—
|
|
(289
|
)
|
—
|
|
(289
|
)
|
||||||||
Warrant exercise
|
—
|
|
344,159
|
|
—
|
|
9,277
|
|
—
|
|
—
|
|
9,277
|
|
—
|
|
9,277
|
|
||||||||
Share-based compensation, net
|
—
|
|
54,498
|
|
—
|
|
8,635
|
|
(400
|
)
|
—
|
|
8,235
|
|
—
|
|
8,235
|
|
||||||||
Excess tax benefit on stock options
|
—
|
|
—
|
|
—
|
|
320
|
|
—
|
|
—
|
|
320
|
|
—
|
|
320
|
|
||||||||
Acquisition
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,836
|
|
11,836
|
|
||||||||
Purchase of noncontrolling interest
|
(3,936
|
)
|
—
|
|
—
|
|
2,862
|
|
—
|
|
(300
|
)
|
2,562
|
|
192
|
|
2,754
|
|
||||||||
Net income (loss) for 2015
|
(45
|
)
|
—
|
|
—
|
|
—
|
|
111,880
|
|
—
|
|
111,880
|
|
(65
|
)
|
111,815
|
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(77,522
|
)
|
(77,522
|
)
|
(341
|
)
|
(77,863
|
)
|
||||||||
Balance as of December 31, 2015
|
—
|
|
17,458,945
|
|
17
|
|
513,764
|
|
306,713
|
|
(217,065
|
)
|
603,429
|
|
11,370
|
|
614,799
|
|
||||||||
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
—
|
|
—
|
|
(473
|
)
|
—
|
|
(473
|
)
|
—
|
|
(473
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(350,000
|
)
|
—
|
|
(8,470
|
)
|
(15,330
|
)
|
—
|
|
(23,800
|
)
|
—
|
|
(23,800
|
)
|
||||||||
Warrant exercise
|
|
332,873
|
|
—
|
|
2,810
|
|
—
|
|
—
|
|
2,810
|
|
—
|
|
2,810
|
|
|||||||||
Share-based compensation, net
|
—
|
|
248,793
|
|
—
|
|
5,830
|
|
(3,926
|
)
|
—
|
|
1,904
|
|
—
|
|
1,904
|
|
||||||||
Consolidation of joint venture
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,300
|
|
13,300
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(580
|
)
|
(580
|
)
|
||||||||
Net income for 2016
|
—
|
|
—
|
|
—
|
|
—
|
|
138,988
|
|
—
|
|
138,988
|
|
1,451
|
|
140,439
|
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25,498
|
)
|
(25,498
|
)
|
(1,110
|
)
|
(26,608
|
)
|
||||||||
Balance as of December 31, 2016
|
$
|
—
|
|
17,690,611
|
|
$
|
17
|
|
$
|
513,934
|
|
$
|
425,972
|
|
$
|
(242,563
|
)
|
$
|
697,360
|
|
$
|
24,431
|
|
$
|
721,791
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
140,439
|
|
|
$
|
111,770
|
|
|
$
|
45,473
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
109,094
|
|
|
100,535
|
|
|
96,143
|
|
|||
Amortization of intangibles
|
13,566
|
|
|
13,892
|
|
|
16,437
|
|
|||
Impairment charges
|
1,273
|
|
|
21,611
|
|
|
26,273
|
|
|||
Share-based compensation expense
|
24,032
|
|
|
13,955
|
|
|
12,587
|
|
|||
Equity in earnings, net of dividends related to earnings
|
(4,855
|
)
|
|
(3,766
|
)
|
|
(3,767
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
5,104
|
|
|
—
|
|
|
30,488
|
|
|||
Gain on divestitures and sale of investment in affiliate
|
—
|
|
|
(8,033
|
)
|
|
(18,809
|
)
|
|||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
(14,199
|
)
|
|
—
|
|
|||
Deferred income taxes
|
9,082
|
|
|
(2,698
|
)
|
|
8,816
|
|
|||
Other
|
1,591
|
|
|
725
|
|
|
542
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and tooling receivable
|
(579
|
)
|
|
(72,546
|
)
|
|
(17,934
|
)
|
|||
Inventories
|
6,651
|
|
|
12,848
|
|
|
888
|
|
|||
Prepaid expenses
|
(7,010
|
)
|
|
5,348
|
|
|
277
|
|
|||
Accounts payable
|
70,066
|
|
|
61,063
|
|
|
(11,460
|
)
|
|||
Payroll and accrued liabilities
|
5,612
|
|
|
75,424
|
|
|
(3,674
|
)
|
|||
Other
|
(10,369
|
)
|
|
(45,544
|
)
|
|
(11,231
|
)
|
|||
Net cash provided by operating activities
|
363,697
|
|
|
270,385
|
|
|
171,049
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(164,368
|
)
|
|
(166,267
|
)
|
|
(192,089
|
)
|
|||
Proceeds from divestitures and sale of investment in affiliate
|
—
|
|
|
33,500
|
|
|
50,602
|
|
|||
Acquisition of businesses, net of cash acquired
|
(37,478
|
)
|
|
(34,396
|
)
|
|
(21,217
|
)
|
|||
Investment in joint ventures
|
—
|
|
|
(4,300
|
)
|
|
—
|
|
|||
Cash from consolidation of joint venture
|
3,395
|
|
|
—
|
|
|
—
|
|
|||
Return on equity investments
|
—
|
|
|
—
|
|
|
951
|
|
|||
Proceeds from sale of fixed assets and other
|
185
|
|
|
5,069
|
|
|
4,357
|
|
|||
Net cash used in investing activities
|
(198,266
|
)
|
|
(166,394
|
)
|
|
(157,396
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
393,060
|
|
|
—
|
|
|
737,462
|
|
|||
Repurchase of long-term debt
|
—
|
|
|
—
|
|
|
(675,615
|
)
|
|||
Repayment and refinancing of term loan facility
|
(397,196
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
(10,747
|
)
|
|
(8,863
|
)
|
|
(4,273
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
(1,262
|
)
|
|
(18,487
|
)
|
|||
Repurchase of common stock
|
(23,800
|
)
|
|
—
|
|
|
(5,162
|
)
|
|||
Proceeds from exercise of warrants
|
2,810
|
|
|
9,277
|
|
|
9,022
|
|
|||
(Decrease) increase in short term debt, net
|
(12,223
|
)
|
|
(9,008
|
)
|
|
334
|
|
|||
Borrowings on long-term debt
|
—
|
|
|
151
|
|
|
6,609
|
|
|||
Taxes withheld and paid on employees' share-based payment awards
|
(12,624
|
)
|
|
(2,028
|
)
|
|
(4,214
|
)
|
|||
Excess tax benefits on stock options
|
—
|
|
|
320
|
|
|
4,098
|
|
|||
Other
|
(2,196
|
)
|
|
(177
|
)
|
|
(363
|
)
|
|||
Net cash (used in) provided by financing activities
|
(62,916
|
)
|
|
(11,590
|
)
|
|
49,411
|
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(666
|
)
|
|
18,572
|
|
|
19,836
|
|
|||
Changes in cash and cash equivalents
|
101,849
|
|
|
110,973
|
|
|
82,900
|
|
|||
Cash and cash equivalents at beginning of period
|
378,243
|
|
|
267,270
|
|
|
184,370
|
|
|||
Cash and cash equivalents at end of period
|
$
|
480,092
|
|
|
$
|
378,243
|
|
|
$
|
267,270
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
43,511
|
|
|
$
|
43,031
|
|
Work in process
|
32,839
|
|
|
32,863
|
|
||
Raw materials and supplies
|
70,099
|
|
|
73,751
|
|
||
|
$
|
146,449
|
|
|
$
|
149,645
|
|
Standard
|
|
Impact
|
Effective Date
|
2016-09
|
Compensation - Stock Compensation
|
See Note 18
|
April 1, 2016
|
2015-16
|
Business Combinations (Topic 805): Simplifying the Accounting for Measurement - Period Adjustments
|
No Impact
|
January 1, 2016
|
2015-07
|
Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
|
Disclosure Only - See Note 8
|
January 1, 2016
|
2015-02
|
Consolidation (Topic 810): Amendments to the Consolidation Analysis
|
No Impact
|
January 1, 2016
|
2014-15
|
Presentation of Financial Statements: Going Concern (Subtopic 2015-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
No Impact
|
December 31, 2016
|
Cash and cash equivalents
|
$
|
7,079
|
|
Accounts receivable
|
24,197
|
|
|
Inventories
|
12,708
|
|
|
Prepaid expenses
|
11,624
|
|
|
Other current assets
|
23,396
|
|
|
Property, plant, and equipment
|
70,082
|
|
|
Goodwill
|
19,812
|
|
|
Intangibles
|
15,340
|
|
|
Other assets
|
14,834
|
|
|
Total assets acquired
|
199,072
|
|
|
Debt payable within one year
|
19,164
|
|
|
Accounts payable
|
45,159
|
|
|
Other current liabilities
|
15,877
|
|
|
Other liabilities
|
9,005
|
|
|
Total liabilities assumed
|
89,205
|
|
|
Noncontrolling interest
|
9,386
|
|
|
Net assets acquired including noncontrolling interest
|
$
|
100,481
|
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Asset Impairments
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
10,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,837
|
|
Expense
|
|
29,720
|
|
|
23,696
|
|
|
428
|
|
|
53,844
|
|
||||
Cash payments
|
|
(6,765
|
)
|
|
(21,859
|
)
|
|
—
|
|
|
(28,624
|
)
|
||||
Foreign exchange translation and other
|
|
(1,085
|
)
|
|
(69
|
)
|
|
(428
|
)
|
|
(1,582
|
)
|
||||
Balance as of December 31, 2015
|
|
$
|
32,707
|
|
|
$
|
1,768
|
|
|
$
|
—
|
|
|
$
|
34,475
|
|
Expense
|
|
18,017
|
|
|
28,014
|
|
|
—
|
|
|
46,031
|
|
||||
Cash payments
|
|
(28,665
|
)
|
|
(27,434
|
)
|
|
—
|
|
|
(56,099
|
)
|
||||
Foreign exchange translation and other
|
|
(132
|
)
|
|
(37
|
)
|
|
—
|
|
|
(169
|
)
|
||||
Balance as of December 31, 2016
|
|
$
|
21,927
|
|
|
$
|
2,311
|
|
|
$
|
—
|
|
|
$
|
24,238
|
|
|
December 31,
|
|
Estimated
|
||||||
|
2016
|
|
2015
|
|
Useful Lives
|
||||
Land and improvements
|
$
|
71,002
|
|
|
$
|
71,079
|
|
|
10 to 25 years
|
Buildings and improvements
|
266,325
|
|
|
237,499
|
|
|
10 to 40 years
|
||
Machinery and equipment
|
870,429
|
|
|
760,250
|
|
|
5 to 10 years
|
||
Construction in progress
|
153,924
|
|
|
130,615
|
|
|
|
||
|
$
|
1,361,680
|
|
|
$
|
1,199,443
|
|
|
|
Accumulated depreciation
|
(529,411
|
)
|
|
(434,074
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
832,269
|
|
|
$
|
765,369
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Asia Pacific
|
$
|
1,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Europe
|
—
|
|
|
2,285
|
|
|
6,107
|
|
|||
South America
|
—
|
|
|
11,345
|
|
|
—
|
|
|||
North America
|
—
|
|
|
—
|
|
|
18,466
|
|
|||
Total
|
$
|
1,273
|
|
|
$
|
13,630
|
|
|
$
|
24,573
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
117,609
|
|
|
$
|
12,366
|
|
|
$
|
5,194
|
|
|
$
|
135,169
|
|
Acquisition
|
—
|
|
|
—
|
|
|
19,812
|
|
|
19,812
|
|
||||
Divestitures
|
(2,548
|
)
|
|
—
|
|
|
—
|
|
|
(2,548
|
)
|
||||
Foreign exchange translation
|
(952
|
)
|
|
(1,310
|
)
|
|
(952
|
)
|
|
(3,214
|
)
|
||||
Balance as of December 31, 2015
|
$
|
114,109
|
|
|
$
|
11,056
|
|
|
$
|
24,054
|
|
|
$
|
149,219
|
|
Acquisitions
|
7,175
|
|
|
—
|
|
|
2,972
|
|
|
10,147
|
|
||||
Consolidation of joint venture
|
—
|
|
|
—
|
|
|
9,741
|
|
|
9,741
|
|
||||
Foreign exchange translation
|
712
|
|
|
(303
|
)
|
|
(2,075
|
)
|
|
(1,666
|
)
|
||||
Balance as of December 31, 2016
|
$
|
121,996
|
|
|
$
|
10,753
|
|
|
$
|
34,692
|
|
|
$
|
167,441
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
$
|
134,918
|
|
|
$
|
(73,088
|
)
|
|
$
|
61,830
|
|
Developed technology
|
8,762
|
|
|
(8,386
|
)
|
|
376
|
|
|||
Other
|
20,965
|
|
|
(1,808
|
)
|
|
19,157
|
|
|||
Balance as of December 31, 2016
|
$
|
164,645
|
|
|
$
|
(83,282
|
)
|
|
$
|
81,363
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
115,285
|
|
|
$
|
(61,375
|
)
|
|
$
|
53,910
|
|
Developed technology
|
8,854
|
|
|
(7,673
|
)
|
|
1,181
|
|
|||
Other
|
16,290
|
|
|
(679
|
)
|
|
15,611
|
|
|||
Balance as of December 31, 2015
|
$
|
140,429
|
|
|
$
|
(69,727
|
)
|
|
$
|
70,702
|
|
Year
|
|
Expense
|
||
2017
|
|
$
|
13,942
|
|
2018
|
|
13,538
|
|
|
2019
|
|
13,457
|
|
|
2020
|
|
7,464
|
|
|
2021
|
|
3,200
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Senior Notes
|
|
$
|
393,060
|
|
|
$
|
—
|
|
Term Loan
|
|
332,827
|
|
|
729,841
|
|
||
Other borrowings
|
|
37,032
|
|
|
48,071
|
|
||
Total debt
|
|
$
|
762,919
|
|
|
$
|
777,912
|
|
Less current portion
|
|
(33,439
|
)
|
|
(45,494
|
)
|
||
Total long-term debt
|
|
$
|
729,480
|
|
|
$
|
732,418
|
|
Year
|
|
Debt and Capital Lease Obligations
|
||
2017
|
|
$
|
34,489
|
|
2018
|
|
5,485
|
|
|
2019
|
|
5,334
|
|
|
2020
|
|
5,322
|
|
|
2021
|
|
3,400
|
|
|
Thereafter
|
|
723,000
|
|
|
Total
|
|
$
|
777,030
|
|
•
|
in the case of borrowings by the U.S. 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; or
|
•
|
in the case of borrowings by the Dutch Borrower, LIBOR plus an applicable margin.
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of period
|
$
|
306,760
|
|
|
$
|
179,896
|
|
|
$
|
322,330
|
|
|
$
|
210,720
|
|
Service cost
|
807
|
|
|
3,346
|
|
|
926
|
|
|
3,489
|
|
||||
Interest cost
|
12,580
|
|
|
5,041
|
|
|
12,334
|
|
|
5,084
|
|
||||
Actuarial (gain) loss
|
3,633
|
|
|
17,582
|
|
|
(12,227
|
)
|
|
(4,940
|
)
|
||||
Benefits paid
|
(20,334
|
)
|
|
(7,735
|
)
|
|
(16,603
|
)
|
|
(7,315
|
)
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
(5,085
|
)
|
|
—
|
|
|
(24,548
|
)
|
||||
Settlements
|
—
|
|
|
(1,950
|
)
|
|
—
|
|
|
(2,919
|
)
|
||||
Other
|
—
|
|
|
89
|
|
|
—
|
|
|
325
|
|
||||
Projected benefit obligations at end of period
|
$
|
303,446
|
|
|
$
|
191,184
|
|
|
$
|
306,760
|
|
|
$
|
179,896
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
248,387
|
|
|
$
|
64,940
|
|
|
$
|
268,862
|
|
|
$
|
74,660
|
|
Actual return on plan assets
|
18,109
|
|
|
2,560
|
|
|
(10,136
|
)
|
|
1,929
|
|
||||
Employer contributions
|
7,321
|
|
|
6,969
|
|
|
6,264
|
|
|
8,534
|
|
||||
Benefits paid
|
(20,334
|
)
|
|
(7,735
|
)
|
|
(16,603
|
)
|
|
(7,315
|
)
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
(1,753
|
)
|
|
—
|
|
|
(9,949
|
)
|
||||
Settlements
|
—
|
|
|
(1,761
|
)
|
|
—
|
|
|
(2,919
|
)
|
||||
Fair value of plan assets at end of period
|
$
|
253,483
|
|
|
$
|
63,220
|
|
|
$
|
248,387
|
|
|
$
|
64,940
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plans
|
$
|
(49,963
|
)
|
|
$
|
(127,964
|
)
|
|
$
|
(58,373
|
)
|
|
$
|
(114,956
|
)
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the balance sheets:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities (current)
|
$
|
(1,030
|
)
|
|
$
|
(3,947
|
)
|
|
$
|
(924
|
)
|
|
$
|
(3,914
|
)
|
Pension benefits (long term)
|
(48,933
|
)
|
|
(124,017
|
)
|
|
(57,449
|
)
|
|
(119,076
|
)
|
||||
Other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
8,034
|
|
||||
Net amounts recognized as of December 31
|
$
|
(49,963
|
)
|
|
$
|
(127,964
|
)
|
|
$
|
(58,373
|
)
|
|
$
|
(114,956
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
807
|
|
|
$
|
3,346
|
|
|
$
|
926
|
|
|
$
|
3,489
|
|
|
$
|
850
|
|
|
$
|
3,367
|
|
Interest cost
|
12,580
|
|
|
5,041
|
|
|
12,334
|
|
|
5,084
|
|
|
13,479
|
|
|
7,069
|
|
||||||
Expected return on plan assets
|
(15,835
|
)
|
|
(3,133
|
)
|
|
(17,685
|
)
|
|
(3,373
|
)
|
|
(19,055
|
)
|
|
(3,828
|
)
|
||||||
Amortization of prior service cost and actuarial loss
|
1,714
|
|
|
2,186
|
|
|
1,110
|
|
|
2,666
|
|
|
67
|
|
|
894
|
|
||||||
Settlements
|
—
|
|
|
538
|
|
|
—
|
|
|
132
|
|
|
3,637
|
|
|
444
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net periodic benefit (income) cost
|
$
|
(734
|
)
|
|
$
|
7,978
|
|
|
$
|
(3,315
|
)
|
|
$
|
8,219
|
|
|
$
|
(1,022
|
)
|
|
$
|
7,945
|
|
|
2016
|
|
2015
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.99
|
%
|
|
2.23
|
%
|
|
4.24
|
%
|
|
2.80
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.15
|
%
|
|
N/A
|
|
|
3.15
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.24
|
%
|
|
2.80
|
%
|
|
3.94
|
%
|
|
2.66
|
%
|
|
4.68
|
%
|
|
3.72
|
%
|
Expected return on plan assets
|
6.60
|
%
|
|
4.39
|
%
|
|
6.70
|
%
|
|
4.80
|
%
|
|
7.15
|
%
|
|
5.63
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.15
|
%
|
|
N/A
|
|
|
3.11
|
%
|
|
N/A
|
|
|
3.69
|
%
|
2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity funds
|
|
$
|
36,710
|
|
|
$
|
18,531
|
|
|
$
|
—
|
|
|
$
|
55,241
|
|
Equity funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,961
|
|
||||
Bond funds
|
|
35,339
|
|
|
28,070
|
|
|
—
|
|
|
63,409
|
|
||||
Bond funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,123
|
|
||||
Real estate measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,472
|
|
||||
Hedge funds
|
|
339
|
|
|
—
|
|
|
341
|
|
|
680
|
|
||||
Hedge funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,676
|
|
||||
Insurance contracts
|
|
—
|
|
|
—
|
|
|
16,113
|
|
|
16,113
|
|
||||
Cash and cash equivalents
|
|
12,028
|
|
|
—
|
|
|
—
|
|
|
12,028
|
|
||||
Total
|
|
$
|
84,416
|
|
|
$
|
46,601
|
|
|
$
|
16,454
|
|
|
$
|
316,703
|
|
2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity funds
|
|
$
|
48,167
|
|
|
$
|
17,284
|
|
|
$
|
4,381
|
|
|
$
|
69,832
|
|
Equity funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,033
|
|
||||
Bond funds
|
|
52,750
|
|
|
27,666
|
|
|
—
|
|
|
80,416
|
|
||||
Bond funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,856
|
|
||||
Real estate measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,959
|
|
||||
Hedge funds
|
|
325
|
|
|
—
|
|
|
328
|
|
|
653
|
|
||||
Hedge funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,861
|
|
||||
Cash and cash equivalents
|
|
13,717
|
|
|
—
|
|
|
—
|
|
|
13,717
|
|
||||
Total
|
|
$
|
114,959
|
|
|
$
|
44,950
|
|
|
$
|
4,709
|
|
|
$
|
313,327
|
|
Beginning balance of assets classified as Level 3 as of January 1, 2015
|
$
|
13,824
|
|
Purchases, sales and settlements, net
|
(5,222
|
)
|
|
Total losses
|
(1,999
|
)
|
|
Transfers out of Level 3
|
(1,894
|
)
|
|
Ending balance of assets classified as Level 3 as of December 31, 2015
|
$
|
4,709
|
|
Purchases, sales and settlements, net
|
(4,380
|
)
|
|
Total gain
|
12
|
|
|
Transfers into (out of) Level 3
|
16,113
|
|
|
Ending balance of assets classified as Level 3 as of December 31, 2016
|
$
|
16,454
|
|
Years Ending December 31,
|
U.S
|
|
Non-U.S
|
|
Total
|
||||||
2017
|
$
|
20,917
|
|
|
$
|
6,290
|
|
|
$
|
27,207
|
|
2018
|
18,575
|
|
|
7,205
|
|
|
25,780
|
|
|||
2019
|
18,821
|
|
|
7,703
|
|
|
26,524
|
|
|||
2020
|
19,016
|
|
|
7,328
|
|
|
26,344
|
|
|||
2021
|
19,108
|
|
|
8,247
|
|
|
27,355
|
|
|||
2022-2026
|
95,845
|
|
|
49,923
|
|
|
145,768
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
33,955
|
|
|
$
|
16,455
|
|
|
$
|
37,753
|
|
|
$
|
19,487
|
|
Service cost
|
361
|
|
|
372
|
|
|
434
|
|
|
380
|
|
||||
Interest cost
|
1,383
|
|
|
678
|
|
|
1,411
|
|
|
678
|
|
||||
Actuarial loss (gain)
|
112
|
|
|
926
|
|
|
(3,937
|
)
|
|
(266
|
)
|
||||
Benefits paid
|
(1,939
|
)
|
|
(601
|
)
|
|
(1,731
|
)
|
|
(595
|
)
|
||||
Other
|
5
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
520
|
|
|
—
|
|
|
(3,229
|
)
|
||||
Benefit obligation at end of year
|
$
|
33,877
|
|
|
$
|
18,350
|
|
|
$
|
33,955
|
|
|
$
|
16,455
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plan
|
$
|
(33,877
|
)
|
|
$
|
(18,350
|
)
|
|
$
|
(33,955
|
)
|
|
$
|
(16,455
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized as of December 31
|
$
|
(33,877
|
)
|
|
$
|
(18,350
|
)
|
|
$
|
(33,955
|
)
|
|
$
|
(16,455
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
361
|
|
|
$
|
372
|
|
|
$
|
434
|
|
|
$
|
380
|
|
|
$
|
422
|
|
|
$
|
545
|
|
Interest cost
|
1,383
|
|
|
678
|
|
|
1,411
|
|
|
678
|
|
|
1,589
|
|
|
752
|
|
||||||
Amortization of prior service credit and recognized actuarial gain
|
(2,026
|
)
|
|
(62
|
)
|
|
(1,584
|
)
|
|
(20
|
)
|
|
(1,926
|
)
|
|
(286
|
)
|
||||||
Other
|
5
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(277
|
)
|
|
$
|
988
|
|
|
$
|
286
|
|
|
$
|
1,038
|
|
|
$
|
110
|
|
|
$
|
1,011
|
|
|
2016
|
|
2015
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.95
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.20
|
%
|
|
4.00
|
%
|
|
3.85
|
%
|
|
3.90
|
%
|
|
4.60
|
%
|
|
4.70
|
%
|
|
Increase
|
|
Decrease
|
||||
Effect on service and interest cost components
|
$
|
217
|
|
|
$
|
(173
|
)
|
Effect on projected benefit obligations
|
3,268
|
|
|
(2,647
|
)
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2017
|
$
|
2,087
|
|
|
$
|
558
|
|
|
$
|
2,645
|
|
2018
|
2,158
|
|
|
559
|
|
|
2,717
|
|
|||
2019
|
2,216
|
|
|
602
|
|
|
2,818
|
|
|||
2020
|
2,235
|
|
|
649
|
|
|
2,884
|
|
|||
2021
|
2,259
|
|
|
698
|
|
|
2,957
|
|
|||
2022 - 2026
|
11,364
|
|
|
4,173
|
|
|
15,537
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
121,301
|
|
|
$
|
117,388
|
|
|
$
|
83,577
|
|
Foreign
|
73,459
|
|
|
35,600
|
|
|
4,706
|
|
|||
|
$
|
194,760
|
|
|
$
|
152,988
|
|
|
$
|
88,283
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at U.S. statutory rate
|
$
|
68,166
|
|
|
$
|
53,546
|
|
|
$
|
30,899
|
|
State and local taxes
|
2,564
|
|
|
3,441
|
|
|
2,203
|
|
|||
Tax credits
|
(10,348
|
)
|
|
(8,139
|
)
|
|
(23,956
|
)
|
|||
Changes in tax law
|
8,813
|
|
|
3,630
|
|
|
(128
|
)
|
|||
Effect of foreign tax rates
|
(19,600
|
)
|
|
(6,465
|
)
|
|
(767
|
)
|
|||
Nonrecurring permanent items
|
—
|
|
|
(11,300
|
)
|
|
—
|
|
|||
Stock compensation (ASU 2016-09)
|
(5,305
|
)
|
|
—
|
|
|
—
|
|
|||
Other change in tax reserves
|
116
|
|
|
(368
|
)
|
|
2,803
|
|
|||
Valuation allowance
|
9,112
|
|
|
11,638
|
|
|
28,985
|
|
|||
Other, net
|
803
|
|
|
(4,765
|
)
|
|
2,771
|
|
|||
Income tax provision
|
$
|
54,321
|
|
|
$
|
41,218
|
|
|
$
|
42,810
|
|
Effective income tax rate
|
27.9
|
%
|
|
26.9
|
%
|
|
48.5
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other benefits
|
$
|
78,194
|
|
|
$
|
75,690
|
|
Capitalized expenditures
|
1,001
|
|
|
498
|
|
||
Net operating loss and tax credit carryforwards
|
132,057
|
|
|
127,136
|
|
||
All other items
|
29,826
|
|
|
33,777
|
|
||
Total deferred tax assets
|
241,078
|
|
|
237,101
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(30,310
|
)
|
|
(30,121
|
)
|
||
Intangibles
|
(16,210
|
)
|
|
(17,415
|
)
|
||
All other items
|
(7,623
|
)
|
|
(8,169
|
)
|
||
Total deferred tax liabilities
|
(54,143
|
)
|
|
(55,705
|
)
|
||
Valuation allowances
|
(149,757
|
)
|
|
(137,011
|
)
|
||
Net deferred tax assets
|
$
|
37,178
|
|
|
$
|
44,385
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
7,753
|
|
|
$
|
8,738
|
|
|
$
|
7,012
|
|
Tax positions related to the current period
|
|
|
|
|
|
||||||
Gross additions
|
516
|
|
|
818
|
|
|
1,210
|
|
|||
Gross reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions related to prior years
|
|
|
|
|
|
||||||
Gross additions
|
31
|
|
|
1,639
|
|
|
1,902
|
|
|||
Gross reductions
|
(70
|
)
|
|
(405
|
)
|
|
(1,106
|
)
|
|||
Settlements
|
(379
|
)
|
|
(1,405
|
)
|
|
(280
|
)
|
|||
Lapses on statutes of limitations
|
—
|
|
|
(1,632
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
7,851
|
|
|
$
|
7,753
|
|
|
$
|
8,738
|
|
Year
|
|
Minimum Future Operating Lease Commitments
|
||
2017
|
|
$
|
34,115
|
|
2018
|
|
26,846
|
|
|
2019
|
|
19,957
|
|
|
2020
|
|
14,863
|
|
|
2021
|
|
11,613
|
|
|
Thereafter
|
|
17,877
|
|
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
(50,371
|
)
|
|
$
|
(86,861
|
)
|
|
$
|
(2,011
|
)
|
|
$
|
(139,243
|
)
|
Other comprehensive income (loss) before reclassifications
|
(78,381
|
)
|
(1)
|
1,152
|
|
|
(1,675
|
)
|
|
(78,904
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1,909
|
)
|
(2)
|
1,585
|
|
(3)
|
1,406
|
|
(4)
|
1,082
|
|
||||
Balance as of December 31, 2015
|
$
|
(130,661
|
)
|
|
$
|
(84,124
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
(217,065
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12,820
|
)
|
(1)
|
(14,757
|
)
|
|
(3,676
|
)
|
|
(31,253
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1,269
|
|
(5)
|
4,486
|
|
(6)
|
5,755
|
|
||||
Balance as of December 31, 2016
|
$
|
(143,481
|
)
|
|
$
|
(97,612
|
)
|
|
$
|
(1,470
|
)
|
|
$
|
(242,563
|
)
|
(1)
|
Includes
$2,180
of other comprehensive gain and
$18,764
of other comprehensive loss for the year ended
December 31, 2016
and
2015
, respectively, that are related to intra-entity foreign currency transactions that are of a long-term investment nature.
|
(2)
|
Includes
$300
reclassed to paid-in capital related to the purchase of noncontrolling interests.
|
(3)
|
Includes actuarial losses of
$2,511
, offset by prior service credits of
$339
, net of tax of
$587
. See Note 8. and Note 9.
|
(4)
|
Includes losses related to the interest rate swap of
$803
included in interest expense, net of interest income, and losses related to foreign exchange contracts of
$1,383
included in cost of products sold, net of tax of
$780
.
|
(5)
|
Includes actuarial losses of
$2,084
, offset by prior service credits of
$329
, net of tax of
$486
. See Note 8. and Note 9.
|
(6)
|
Includes losses related to the interest rate swap of
$3,750
included in interest expense, net of interest income, and losses related to foreign exchange contracts of
$2,678
included in cost of products sold, net of tax of
$1,942
.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Secondary offering underwriting fees
|
$
|
(5,900
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency losses
|
(3,958
|
)
|
|
(3,379
|
)
|
|
(7,055
|
)
|
|||
Losses on sales of receivables
|
(801
|
)
|
|
(1,017
|
)
|
|
(1,866
|
)
|
|||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
14,199
|
|
|
—
|
|
|||
Gain on sale of investment in affiliate
|
—
|
|
|
—
|
|
|
1,882
|
|
|||
Miscellaneous income (expense)
|
—
|
|
|
(44
|
)
|
|
869
|
|
|||
Other (expense) income, net
|
$
|
(10,659
|
)
|
|
$
|
9,759
|
|
|
$
|
(6,170
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
$
|
42,779
|
|
Increase in fair value of share-based awards
|
63
|
|
|
48
|
|
|
—
|
|
|||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
139,051
|
|
|
$
|
111,928
|
|
|
$
|
42,779
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
17,459,710
|
|
|
17,212,607
|
|
|
16,695,356
|
|
|||
Dilutive effect of common stock equivalents
|
1,270,668
|
|
|
1,202,387
|
|
|
1,200,733
|
|
|||
Diluted weighted average shares of common stock outstanding
|
18,730,378
|
|
|
18,414,994
|
|
|
17,896,089
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
$
|
2.56
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
$
|
2.39
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Number of options
|
—
|
|
|
—
|
|
|
461,454
|
|
Exercise price
|
—
|
|
|
—
|
|
|
$25.52-70.20
|
|
Restricted common stock
|
—
|
|
|
—
|
|
|
14,306
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of January 1, 2016
|
1,089,538
|
|
|
$
|
44.95
|
|
|
|
|
|
||
Granted
|
155,100
|
|
|
$
|
68.73
|
|
|
|
|
|
||
Exercised
|
(487,203
|
)
|
|
$
|
39.44
|
|
|
|
|
|
||
Forfeited
|
(9,064
|
)
|
|
$
|
64.20
|
|
|
|
|
|
||
Outstanding as of December 31, 2016
|
748,371
|
|
|
$
|
53.24
|
|
|
7.1
|
|
$
|
37,523
|
|
Exercisable as of December 31, 2016
|
384,679
|
|
|
$
|
45.82
|
|
|
5.6
|
|
$
|
22,142
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
27.58% - 27.70%
|
|
|
27.95% - 28.00%
|
|
|
27.96% - 28.32%
|
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life - years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
1.1% - 1.4%
|
|
|
1.5% - 1.7%
|
|
|
1.9% - 2.0%
|
|
|
Restricted Common Stock and Restricted Common Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2016
|
378,746
|
|
|
$
|
53.56
|
|
Granted
|
153,818
|
|
|
$
|
70.09
|
|
Vested
|
(133,564
|
)
|
|
$
|
41.79
|
|
Forfeited
|
(27,441
|
)
|
|
$
|
62.39
|
|
Non-vested as of December 31, 2016
|
371,559
|
|
|
$
|
63.98
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2016
|
172,400
|
|
|
$
|
60.97
|
|
Granted
|
86,150
|
|
|
$
|
68.71
|
|
Forfeited
|
(10,583
|
)
|
|
$
|
63.87
|
|
Non-vested as of December 31, 2016
|
247,967
|
|
|
$
|
63.53
|
|
|
2016
|
|
Expected volatility
|
27.60
|
%
|
Dividend yield
|
0.00
|
%
|
Expected life - years
|
3
|
|
Risk-free rate
|
0.87
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,816,486
|
|
|
$
|
1,778,621
|
|
|
$
|
1,698,826
|
|
Europe
|
1,031,538
|
|
|
1,033,635
|
|
|
1,138,428
|
|
|||
Asia Pacific
|
540,684
|
|
|
435,127
|
|
|
249,172
|
|
|||
South America
|
84,183
|
|
|
95,421
|
|
|
157,561
|
|
|||
Consolidated
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
||||||
North America
|
$
|
13,325
|
|
|
$
|
14,058
|
|
|
$
|
14,135
|
|
Europe
|
13,524
|
|
|
11,693
|
|
|
9,111
|
|
|||
Asia Pacific
|
4,770
|
|
|
6,166
|
|
|
6,380
|
|
|||
South America
|
31
|
|
|
49
|
|
|
—
|
|
|||
Eliminations and other
|
(31,650
|
)
|
|
(31,966
|
)
|
|
(29,626
|
)
|
|||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
219,744
|
|
|
$
|
215,487
|
|
|
$
|
136,682
|
|
Europe
|
(15,989
|
)
|
|
(22,435
|
)
|
|
(28,062
|
)
|
|||
Asia Pacific
|
9,206
|
|
|
4,063
|
|
|
3,524
|
|
|||
South America
|
(18,201
|
)
|
|
(44,127
|
)
|
|
(23,861
|
)
|
|||
Income before income taxes
|
$
|
194,760
|
|
|
$
|
152,988
|
|
|
$
|
88,283
|
|
|
|
|
|
|
|
||||||
Net interest expense included in segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
13,013
|
|
|
$
|
12,262
|
|
|
$
|
15,219
|
|
Europe
|
13,871
|
|
|
13,648
|
|
|
16,619
|
|
|||
Asia Pacific
|
13,720
|
|
|
10,227
|
|
|
8,068
|
|
|||
South America
|
785
|
|
|
2,194
|
|
|
5,698
|
|
|||
Consolidated
|
$
|
41,389
|
|
|
$
|
38,331
|
|
|
$
|
45,604
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
|
|
|
|
||||||
North America
|
$
|
57,546
|
|
|
$
|
54,160
|
|
|
$
|
54,056
|
|
Europe
|
37,992
|
|
|
36,845
|
|
|
40,812
|
|
|||
Asia Pacific
|
24,635
|
|
|
18,856
|
|
|
10,067
|
|
|||
South America
|
2,487
|
|
|
4,566
|
|
|
7,645
|
|
|||
Consolidated
|
$
|
122,660
|
|
|
$
|
114,427
|
|
|
$
|
112,580
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
North America
|
$
|
61,321
|
|
|
$
|
64,933
|
|
|
$
|
68,077
|
|
Europe
|
57,054
|
|
|
46,766
|
|
|
76,989
|
|
|||
Asia Pacific
|
33,818
|
|
|
43,276
|
|
|
21,261
|
|
|||
South America
|
2,064
|
|
|
2,783
|
|
|
11,787
|
|
|||
Corporate
|
10,111
|
|
|
8,509
|
|
|
13,975
|
|
|||
Consolidated
|
$
|
164,368
|
|
|
$
|
166,267
|
|
|
$
|
192,089
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2016
|
|
2015
|
||||||
Segment assets
|
|
|
|
|
|
||||||
North America
|
|
|
$
|
985,809
|
|
|
$
|
864,647
|
|
||
Europe
|
|
|
582,385
|
|
|
631,309
|
|
||||
Asia Pacific
|
|
|
611,849
|
|
|
508,704
|
|
||||
South America
|
|
|
46,125
|
|
|
39,117
|
|
||||
Eliminations and other
|
|
|
265,534
|
|
|
260,515
|
|
||||
Consolidated
|
|
|
$
|
2,491,702
|
|
|
$
|
2,304,292
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Sealing systems
|
$
|
1,816,924
|
|
|
$
|
1,783,068
|
|
|
$
|
1,692,686
|
|
Fuel and brake delivery systems
|
725,689
|
|
|
675,493
|
|
|
660,242
|
|
|||
Fluid transfer systems
|
494,940
|
|
|
458,699
|
|
|
441,532
|
|
|||
Anti-vibration systems
|
301,199
|
|
|
278,891
|
|
|
273,057
|
|
|||
Other
|
134,139
|
|
|
146,653
|
|
|
176,470
|
|
|||
Consolidated
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
879,579
|
|
|
$
|
901,089
|
|
|
$
|
872,112
|
|
Mexico
|
638,750
|
|
|
585,558
|
|
|
508,555
|
|
|||
China
|
455,999
|
|
|
355,141
|
|
|
146,258
|
|
|||
Canada
|
298,157
|
|
|
291,974
|
|
|
318,159
|
|
|||
France
|
288,905
|
|
|
285,384
|
|
|
312,706
|
|
|||
Poland
|
239,941
|
|
|
246,997
|
|
|
270,497
|
|
|||
Germany
|
218,363
|
|
|
226,566
|
|
|
254,977
|
|
|||
Other
|
453,197
|
|
|
450,095
|
|
|
560,723
|
|
|||
Consolidated
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
3,243,987
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2016
|
|
2015
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
|
|
$
|
170,671
|
|
|
$
|
151,857
|
|
||
Mexico
|
|
|
108,585
|
|
|
93,166
|
|
||||
China
|
|
|
163,171
|
|
|
139,211
|
|
||||
Canada
|
|
|
49,509
|
|
|
43,000
|
|
||||
France
|
|
|
61,226
|
|
|
62,053
|
|
||||
Poland
|
|
|
67,686
|
|
|
68,833
|
|
||||
Germany
|
|
|
85,026
|
|
|
88,627
|
|
||||
Other
|
|
|
126,395
|
|
|
118,622
|
|
||||
Consolidated
|
|
|
$
|
832,269
|
|
|
$
|
765,369
|
|
|
2016
Percentage of
Net Sales
|
|
2015
Percentage of
Net Sales
|
|
2014
Percentage of
Net Sales
|
|||
Customer
|
|
|
|
|
|
|||
Ford
|
27
|
%
|
|
26
|
%
|
|
24
|
%
|
General Motors
|
17
|
%
|
|
16
|
%
|
|
16
|
%
|
Fiat Chrysler Automobiles
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
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, 2016
|
|
December 31, 2015
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
|
$
|
764
|
|
|
$
|
900
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
|
(535
|
)
|
|
(79
|
)
|
|
Level 2
|
||
Interest rate swaps - other current assets
|
|
6
|
|
|
32
|
|
|
Level 2
|
||
Interest rate swaps - other assets
|
|
2
|
|
|
38
|
|
|
Level 2
|
||
Interest rate swaps - accrued liabilities
|
|
(2,458
|
)
|
|
(2,991
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
|
(661
|
)
|
|
(1,739
|
)
|
|
Level 2
|
Name
|
December 31, 2016
|
|
December 31, 2015
|
||
Shenya Sealing (Guangzhou) Company Limited
(1)
|
N/A
|
|
|
51
|
%
|
Sujan Cooper Standard AVS Private Limited
|
50
|
%
|
|
50
|
%
|
Nishikawa Cooper LLC
|
40
|
%
|
|
40
|
%
|
Polyrub Cooper Standard FTS Private Limited
|
35
|
%
|
|
35
|
%
|
Nishikawa Tachaplalert Cooper Ltd.
|
20
|
%
|
|
20
|
%
|
2016
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Sales
|
$
|
862,497
|
|
|
|
$
|
879,304
|
|
|
|
$
|
855,656
|
|
|
$
|
875,434
|
|
Gross profit
|
159,824
|
|
|
|
171,961
|
|
|
|
164,672
|
|
|
168,385
|
|
||||
Net income
|
31,537
|
|
(1)
|
|
40,240
|
|
(1)
|
|
36,646
|
|
|
32,016
|
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
31,323
|
|
(1)
|
|
40,189
|
|
(1)
|
|
36,362
|
|
|
31,114
|
|
||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.80
|
|
(1)
|
|
$
|
2.33
|
|
(1)
|
|
$
|
2.08
|
|
|
$
|
1.76
|
|
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.67
|
|
(1)
|
|
$
|
2.16
|
|
(1)
|
|
$
|
1.94
|
|
|
$
|
1.65
|
|
2015
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Sales
|
$
|
800,050
|
|
|
$
|
860,821
|
|
|
$
|
827,531
|
|
|
$
|
854,402
|
|
Gross profit
|
130,872
|
|
|
153,958
|
|
|
148,448
|
|
|
153,835
|
|
||||
Net income
|
21,128
|
|
|
36,534
|
|
|
32,518
|
|
|
21,590
|
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
20,987
|
|
|
36,496
|
|
|
32,732
|
|
|
21,665
|
|
||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.23
|
|
|
$
|
2.14
|
|
|
$
|
1.89
|
|
|
$
|
1.24
|
|
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.15
|
|
|
$
|
1.98
|
|
|
$
|
1.78
|
|
|
$
|
1.16
|
|
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, 2016
|
|
$
|
4.1
|
|
|
4.0
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
$
|
7.1
|
|
Year ended December 31, 2015
|
|
$
|
4.3
|
|
|
0.5
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
$
|
4.1
|
|
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, 2016
|
|
$
|
137.0
|
|
|
9.1
|
|
|
3.7
|
|
|
—
|
|
|
$
|
149.8
|
|
Year ended December 31, 2015
|
|
$
|
144.1
|
|
|
11.6
|
|
|
(18.7
|
)
|
|
—
|
|
|
$
|
137.0
|
|
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.
|
|
|
|
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 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).
|
|
|
|
4.4*
|
|
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).
|
|
|
|
4.5*
|
|
Indenture, dated as of November 2, 2016, by and among Cooper-Standard Automotive Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed November 7, 2016).
|
|
|
|
10.1*
|
|
Third Amended and Restated Loan Agreement, dated as of November 2, 2016, among Cooper-Standard Automotive Inc., Cooper-Standard Automotive Canada Limited, Cooper-Standard Automotive International Holdings B.V., and certain subsidiaries of Cooper-Standard Automotive Inc., as guarantors, CS Intermediate HoldCo 1 LLC, as Holdings, the lenders party thereto and Bank of America, N.A. as agent for such lenders (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed November 7, 2016).
|
|
|
|
10.2*
|
|
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).
|
|
|
|
10.3*
|
|
Amendment No. 1, dated as of November 2, 2016, to the Term Loan Credit Agreement, among Cooper-Standard Automotive Inc., as the borrower, certain subsidiaries of Cooper-Standard Automotive Inc., as guarantors, CS Intermediate HoldCo 1 LLC, as Holdings, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent and other lenders party thereto (incorporated by reference to Exhibit 10.2 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed November 7, 2016).
|
|
|
|
10.4*†
|
|
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).
|
|
|
|
10.5*†
|
|
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).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.6*†
|
|
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).
|
|
|
|
10.7*†
|
|
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).
|
|
|
|
10.8*†
|
|
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).
|
|
|
|
10.9*†
|
|
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).
|
|
|
|
10.10*†
|
|
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).
|
|
|
|
10.11*†
|
|
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).
|
|
|
|
10.12*†
|
|
2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (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, 2010).
|
|
|
|
10.13*†
|
|
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).
|
|
|
|
10.14*†
|
|
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).
|
|
|
|
10.15*†
|
|
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).
|
|
|
|
10.16*†
|
|
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).
|
|
|
|
10.17*†
|
|
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).
|
|
|
|
10.18*†
|
|
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).
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.19*†
|
|
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).
|
|
|
|
10.20*†
|
|
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).
|
|
|
|
10.21*†
|
|
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).
|
|
|
|
10.22*†
|
|
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).
|
|
|
|
10.23*†
|
|
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).
|
|
|
|
10.24*†
|
|
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).
|
|
|
|
10.25*†
|
|
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).
|
|
|
|
10.26*†
|
|
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).
|
|
|
|
10.27*†
|
|
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).
|
|
|
|
10.28*†
|
|
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).
|
|
|
|
10.29*†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 50% cash / 50% stock) (incorporated by reference to Exhibit 10.35 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.30*†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.36 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.31*†
|
|
Form of 2014 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 100% cash) (incorporated by reference to Exhibit 10.37 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.32*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.38 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.33*†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 50% cash / 50% stock) (incorporated by reference to Exhibit 10.39 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.34*†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.35*†
|
|
Form of 2015 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 100% cash) (incorporated by reference to Exhibit 10.41 to Cooper-Standard Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
|
|
|
|
10.36*†
|
|
Offer Letter between Jonathan P. Banas and Cooper-Standard Automotive Inc. dated August 17, 2015 (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.’s Current Report on Form 8-K filed on August 28, 2015).
|
|
|
|
10.37*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015).
|
|
|
|
10.38*†
|
|
Form of Cooper-Standard Holdings Inc. Indemnification Agreement for officers and directors (incorporated by reference to Exhibit 10.44 to Cooper-Standard Holdings Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016).
|
|
|
|
10.39*†
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Special Retention Award Agreement (stock-settled award) (incorporated by reference to Exhibit 10.1 to Cooper-Standard Holdings Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016).
|
|
|
|
10.40**†
|
|
Form 2016 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Units, settled 50% cash / 50% stock).
|
|
|
|
10.41**†
|
|
Form 2016 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restrictive Stock Unit Award Agreement (Performance Units, settled 100% cash).
|
|
|
|
21.1**
|
|
List of Subsidiaries of Cooper-Standard Holdings Inc.
|
|
|
|
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).
|
|
|
|
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).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
32***
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS****
|
|
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.
|
|
|
|
Date: February 17, 2017
|
|
/s/ Jeffrey S. Edwards
|
|
|
|
|
|
Jeffrey S. Edwards
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ Jeffrey S. Edwards
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
Jeffrey S. Edwards
|
|
|
|
|
|
/s/ Matthew W. Hardt
|
|
Chief Financial Officer (Principal Financial Officer)
|
Matthew W. Hardt
|
|
|
|
|
|
/s/ Jonathan P. Banas
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Jonathan P. Banas
|
|
|
|
|
|
/s/ Glenn R. August
|
|
Director
|
Glenn R. August
|
|
|
|
|
|
/s/ Sean O. Mahoney
|
|
Director
|
Sean O. Mahoney
|
|
|
|
|
|
/s/ David J. Mastrocola
|
|
Director
|
David J. Mastrocola
|
|
|
|
|
|
/s/ Justin E. Mirro
|
|
Director
|
Justin E. Mirro
|
|
|
|
|
|
/s/ Robert J. Remenar
|
|
Director
|
Robert J. Remenar
|
|
|
|
|
|
/s/ Sonya F. Sepahban
|
|
Director
|
Sonya F. Sepahban
|
|
|
|
|
|
/s/ Thomas W. Sidlik
|
|
Director
|
Thomas W. Sidlik
|
|
|
|
|
|
/s/ Stephen A. Van Oss
|
|
Director
|
Stephen A. Van Oss
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
By:
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant:
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
By:
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant:
|
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
|
Cooper (Wuhu) Automotive Co., Ltd.
|
China
|
Cooper Standard INOAC Automotive (Huai’an) Co. Ltd.
|
China
|
Cooper Standard Sealing (Shanghai) Co., Ltd. (95%)
|
China
|
Cooper-Standard Automotive (Suzhou) Co., Ltd.
|
China
|
Cooper-Standard Automotive (Kunshan) Co., Ltd.
|
China
|
Cooper-Standard Automotive (Changchun) Co., Ltd.
|
China
|
Cooper-Standard Automotive (Chongqing) Co., Ltd.
|
China
|
Shanghai Jyco Sealing Products Co., Ltd.
|
China
|
Shanghai Shumi Automotive Parts Co., Ltd.
|
China
|
Shenya Sealing (Guangzhou) Co., Ltd. (51%)
|
China
|
Shenya Sealing (Shenyang) Co., Ltd.
|
China
|
Sheyna Sealing (Huai’an) Co., Ltd. (70%)
|
China
|
Cooper-Standard Automotive Ceská republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive FHS Ceska republika s.r.o.
|
Czech Republic
|
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 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
|
Cooper-Standard India Private Ltd.
|
India
|
Polyrub Cooper Standard FTS Private Ltd. (35%)
|
|
Sujan Cooper Standard AVS Private Limited (50%)
|
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. de R.L. 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
|
Cooper-Standard Automotive Services, S. de R.L. 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
|
CS Mexico Holdings, S. de. R.L. de CV
|
Mexico
|
Subsidiary Name
|
Jurisdiction of Organization
|
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 Srbija 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
(2)
|
Sweden
|
Nishikawa Tachaplalert Cooper Ltd. (20%)
|
Thailand
|
Cooper-Standard Automotive International Holdings B.V.
|
The Netherlands
|
Cooper-Standard Latin America BV
|
The Netherlands
|
CSA International Holdings C.V.
|
The Netherlands
|
CSA International Holdings Coöperatief U.A.
|
The Netherlands
|
Cooper-Standard Automotive (UK) Pension Trust Limited
|
United Kingdom
|
Cooper-Standard Automotive UK Limited
|
United Kingdom
|
Cooper-Standard Automotive Fluid Systems Mexico Holding LLC
|
United States (Delaware)
|
Cooper-Standard Canada Holdings LLC
|
United States (Delaware)
|
Cooper-Standard FHS LLC
|
United States (Delaware)
|
CS Intermediate HoldCo 1 LLC
|
United States (Delaware)
|
NISCO Holding Company
|
United States (Delaware)
|
Nishikawa Cooper LLC (40%)
|
United States (Delaware)
|
Cooper-Standard Foundation Inc.
(3)
|
United States (Michigan)
|
Cooper-Standard Automotive NC L.L.C.
|
United States (North Carolina)
|
Cooper-Standard Automotive Inc.
|
United States (Ohio)
|
Cooper-Standard Automotive OH, LLC
|
United States (Ohio)
|
CSA Services Inc.
|
United States (Ohio)
|
|
|
|
|
(1)
Subsidiaries as of February 2, 2017; wholly-owned except as otherwise indicated
|
|
(2)
This is a branch office of Cooper-Standard Automotive International Holdings B.V.
|
|
(3)
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.
|
|
|
|
Dated: February 17, 2017
|
|
/s/ Jeffrey S. Edwards
|
|
|
Jeffrey S. Edwards
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
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 17, 2017
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/s/ Matthew W. Hardt
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Matthew W. Hardt
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Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: February 17, 2017
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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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(Principal Executive Officer)
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/s/ Matthew W. Hardt
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Matthew W. Hardt
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Chief Financial Officer
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(Principal Financial Officer)
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