|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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Delaware
|
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20-1945088
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Title of Each Class
|
|
Name of Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
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Large accelerated filer
|
x
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Accelerated filer
|
¨
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Non-accelerated filer
(Do not check if a smaller reporting company)
|
¨
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Smaller reporting company
|
¨
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|
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Emerging growth company
|
¨
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Page
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PART I
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||
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
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Properties
|
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Item 3.
|
Legal Proceedings
|
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Item 4.
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Mine Safety Disclosures
|
|
|
||
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
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Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
|
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Item 8.
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Financial Statements and Supplementary Data
|
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Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
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Item 9A.
|
Controls and Procedures
|
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Item 9B.
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Other Information
|
|
|
||
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
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Item 11.
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Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
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Principal Accounting Fees and Services
|
|
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PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
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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.
|
Product Lines
|
|
|
|
|
|
|
Market Position
|
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
|
|
|
||
|
|
–
|
Chassis Suspension Components: Conventional & Hydraulic Body Mounts & 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 embargoes 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;
|
Segment
|
|
Type
|
|
Total Facilities*
|
|
Owned Facilities
|
||
North America
|
|
Manufacturing
(a)
|
|
33
|
|
|
27
|
|
|
|
Other
(b)
|
|
14
|
|
|
—
|
|
Asia Pacific
|
|
Manufacturing
(a)
|
|
31
|
|
|
10
|
|
|
|
Other
(b)
|
|
5
|
|
|
—
|
|
Europe
|
|
Manufacturing
(a)
|
|
25
|
|
|
17
|
|
|
|
Other
(b)
|
|
12
|
|
|
2
|
|
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
|
|
||||||||||||
2017
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
||||||||
March 31, 2017
|
|
$
|
118.10
|
|
|
$
|
102.66
|
|
|
$
|
88.50
|
|
|
$
|
77.00
|
|
|
June 30, 2017
|
|
114.30
|
|
|
97.44
|
|
|
83.63
|
|
|
83.63
|
|
|
||||
September 30, 2017
|
|
116.98
|
|
|
98.42
|
|
|
80.00
|
|
|
73.00
|
|
|
||||
December 31, 2017
|
|
126.74
|
|
|
110.06
|
|
|
94.00
|
|
(1)
|
84.00
|
|
(1)
|
|
|
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
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
|
||||||
October 1, 2017 through October 31, 2017
|
|
72,436
|
|
|
$
|
113.73
|
|
|
72,429
|
|
|
$
|
61.5
|
|
November 1, 2017 through November 30, 2017
|
|
70,278
|
|
|
$
|
119.59
|
|
|
69,300
|
|
|
$
|
53.2
|
|
December 1, 2017 through December 31, 2017
|
|
66,000
|
|
|
$
|
120.57
|
|
|
66,000
|
|
|
$
|
45.3
|
|
Total
|
|
208,714
|
|
|
$
|
117.87
|
|
|
207,729
|
|
|
$
|
45.3
|
|
|
|
Ticker
|
|
12/28/2012*
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/30/2016*
|
|
12/29/2017*
|
||||||||||||
Cooper-Standard Holdings Inc.
|
|
CPS
|
|
$
|
100.00
|
|
|
$
|
129.24
|
|
|
$
|
152.32
|
|
|
$
|
204.18
|
|
|
$
|
272.05
|
|
|
$
|
322.37
|
|
S&P 500
|
|
SPX
|
|
$
|
100.00
|
|
|
$
|
132.37
|
|
|
$
|
150.04
|
|
|
$
|
151.78
|
|
|
$
|
169.72
|
|
|
$
|
206.10
|
|
S&P Supercomposite Auto Parts & Equipment Index
|
|
S15AUTP
|
|
$
|
100.00
|
|
|
$
|
167.87
|
|
|
$
|
173.29
|
|
|
$
|
161.68
|
|
|
$
|
170.65
|
|
|
$
|
224.00
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollar amounts in millions except per share amounts)
|
||||||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,618.1
|
|
|
$
|
3,472.9
|
|
|
$
|
3,342.8
|
|
|
$
|
3,244.0
|
|
|
$
|
3,090.5
|
|
Net income
|
138.6
|
|
|
140.4
|
|
|
111.8
|
|
|
45.5
|
|
|
45.2
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
135.3
|
|
|
139.0
|
|
|
111.9
|
|
|
42.8
|
|
|
47.9
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
7.61
|
|
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
$
|
2.56
|
|
|
$
|
2.39
|
|
Diluted
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
$
|
2.39
|
|
|
$
|
2.24
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
516.0
|
|
|
$
|
480.1
|
|
|
$
|
378.2
|
|
|
$
|
267.3
|
|
|
$
|
184.4
|
|
Net working capital
(1)
|
118.8
|
|
|
90.2
|
|
|
175.3
|
|
|
294.3
|
|
|
269.1
|
|
|||||
Total assets
|
2,725.6
|
|
|
2,491.7
|
|
|
2,304.3
|
|
|
2,125.6
|
|
|
2,102.8
|
|
|||||
Total non-current liabilities
|
1,043.6
|
|
|
1,010.6
|
|
|
1,008.1
|
|
|
1,044.9
|
|
|
911.9
|
|
|||||
Total debt
(2)
|
758.2
|
|
|
762.9
|
|
|
777.9
|
|
|
778.7
|
|
|
684.4
|
|
|||||
Total equity
|
855.1
|
|
|
721.8
|
|
|
614.8
|
|
|
548.7
|
|
|
615.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
313.5
|
|
|
$
|
363.7
|
|
|
$
|
270.4
|
|
|
$
|
171.0
|
|
|
$
|
133.3
|
|
Investing activities
|
(200.6
|
)
|
|
(198.3
|
)
|
|
(166.4
|
)
|
|
(157.4
|
)
|
|
(191.1
|
)
|
|||||
Financing activities
|
(75.5
|
)
|
|
(62.9
|
)
|
|
(11.6
|
)
|
|
49.4
|
|
|
(23.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, including other intangible assets
|
$
|
186.8
|
|
|
$
|
164.4
|
|
|
$
|
166.3
|
|
|
$
|
192.1
|
|
|
$
|
183.3
|
|
(In millions of units)
|
2018
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
Projected % Change 2017-2018
|
|
% Change 2016-2017
|
||
North America
|
17.4
|
|
17.1
|
|
17.8
|
|
1.7
|
%
|
|
(4.0
|
)%
|
Europe
|
22.6
|
|
22.2
|
|
21.5
|
|
1.9
|
%
|
|
3.2
|
%
|
Asia Pacific
(2)
|
50.2
|
|
49.9
|
|
48.7
|
|
0.7
|
%
|
|
2.4
|
%
|
South America
|
3.7
|
|
3.3
|
|
2.7
|
|
13.6
|
%
|
|
20.0
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
3.55
|
%
|
|
2.17
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.17
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
3.99
|
%
|
|
2.23
|
%
|
Expected return on plan assets
|
6.60
|
%
|
|
5.94
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.15
|
%
|
Change in assumption
|
Impact on 2018 net periodic benefit cost
|
|
Impact on PBO as of December 31, 2017
|
|
1% increase in discount rate
|
- $1.3 million
|
|
- $57.0 million
|
|
1% decrease in discount rate
|
+ $1.5 million
|
|
+ $70.3 million
|
|
1% increase in expected return on plan assets
|
- $3.2 million
|
|
—
|
|
1% decrease in expected return on plan assets
|
+ $3.2 million
|
|
—
|
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2017
|
1% increase in health care cost trend rate
|
+ $0.2 million
|
|
+ $4.4 million
|
1% decrease in health care cost trend rate
|
- $0.2 million
|
|
- $3.5 million
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
vs.
2016
|
|
2016
vs.
2015
|
||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||
Sales
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
145,235
|
|
|
$
|
130,087
|
|
Cost of products sold
|
2,946,828
|
|
|
2,808,049
|
|
|
2,755,691
|
|
|
138,779
|
|
|
52,358
|
|
|||||
Gross profit
|
671,298
|
|
|
664,842
|
|
|
587,113
|
|
|
6,456
|
|
|
77,729
|
|
|||||
Selling, administration & engineering expenses
|
349,496
|
|
|
359,782
|
|
|
329,922
|
|
|
(10,286
|
)
|
|
29,860
|
|
|||||
Amortization of intangibles
|
14,056
|
|
|
13,566
|
|
|
13,892
|
|
|
490
|
|
|
(326
|
)
|
|||||
Impairment charges
|
14,763
|
|
|
1,273
|
|
|
21,611
|
|
|
13,490
|
|
|
(20,338
|
)
|
|||||
Restructuring charges
|
35,137
|
|
|
46,031
|
|
|
53,844
|
|
|
(10,894
|
)
|
|
(7,813
|
)
|
|||||
Other operating loss (profit)
|
—
|
|
|
155
|
|
|
(8,033
|
)
|
|
(155
|
)
|
|
8,188
|
|
|||||
Operating profit
|
257,846
|
|
|
244,035
|
|
|
175,877
|
|
|
13,811
|
|
|
68,158
|
|
|||||
Interest expense, net of interest income
|
(42,112
|
)
|
|
(41,389
|
)
|
|
(38,331
|
)
|
|
(723
|
)
|
|
(3,058
|
)
|
|||||
Equity in earnings of affiliates
|
5,519
|
|
|
7,877
|
|
|
5,683
|
|
|
(2,358
|
)
|
|
2,194
|
|
|||||
Loss on refinancing and extinguishment of debt
|
(1,020
|
)
|
|
(5,104
|
)
|
|
—
|
|
|
4,084
|
|
|
(5,104
|
)
|
|||||
Other (expense) income, net
|
(7,133
|
)
|
|
(10,659
|
)
|
|
9,759
|
|
|
3,526
|
|
|
(20,418
|
)
|
|||||
Income before income taxes
|
213,100
|
|
|
194,760
|
|
|
152,988
|
|
|
18,340
|
|
|
41,772
|
|
|||||
Income tax expense
|
74,527
|
|
|
54,321
|
|
|
41,218
|
|
|
20,206
|
|
|
13,103
|
|
|||||
Net income
|
138,573
|
|
|
140,439
|
|
|
111,770
|
|
|
(1,866
|
)
|
|
28,669
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(3,270
|
)
|
|
(1,451
|
)
|
|
110
|
|
|
(1,819
|
)
|
|
(1,561
|
)
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
$
|
(3,685
|
)
|
|
$
|
27,108
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
vs.
2016
|
|
2016
vs.
2015
|
||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,882,670
|
|
|
$
|
1,816,486
|
|
|
$
|
1,778,621
|
|
|
$
|
66,184
|
|
|
$
|
37,865
|
|
Europe
|
1,043,738
|
|
|
1,031,538
|
|
|
1,033,635
|
|
|
12,200
|
|
|
(2,097
|
)
|
|||||
Asia Pacific
|
585,161
|
|
|
540,684
|
|
|
435,127
|
|
|
44,477
|
|
|
105,557
|
|
|||||
South America
|
106,557
|
|
|
84,183
|
|
|
95,421
|
|
|
22,374
|
|
|
(11,238
|
)
|
|||||
Consolidated
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
$
|
145,235
|
|
|
$
|
130,087
|
|
Segment profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
236,165
|
|
|
$
|
219,744
|
|
|
$
|
215,487
|
|
|
$
|
16,421
|
|
|
$
|
4,257
|
|
Europe
|
(18,872
|
)
|
|
(15,989
|
)
|
|
(22,435
|
)
|
|
(2,883
|
)
|
|
6,446
|
|
|||||
Asia Pacific
|
9,943
|
|
|
9,206
|
|
|
4,063
|
|
|
737
|
|
|
5,143
|
|
|||||
South America
|
(14,136
|
)
|
|
(18,201
|
)
|
|
(44,127
|
)
|
|
4,065
|
|
|
25,926
|
|
|||||
Income before income taxes
|
$
|
213,100
|
|
|
$
|
194,760
|
|
|
$
|
152,988
|
|
|
$
|
18,340
|
|
|
$
|
41,772
|
|
•
|
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
|
$
|
768.5
|
|
|
$
|
35.3
|
|
|
$
|
6.8
|
|
|
$
|
6.8
|
|
|
$
|
719.6
|
|
Interest on debt obligations
|
286.4
|
|
|
36.1
|
|
|
73.6
|
|
|
74.3
|
|
|
102.4
|
|
|||||
Operating lease obligations
|
139.7
|
|
|
30.3
|
|
|
49.7
|
|
|
26.6
|
|
|
33.1
|
|
|||||
Capital lease obligations
|
1.9
|
|
|
0.7
|
|
|
1.0
|
|
|
0.2
|
|
|
—
|
|
|||||
Total
|
$
|
1,196.5
|
|
|
$
|
102.4
|
|
|
$
|
131.1
|
|
|
$
|
107.9
|
|
|
$
|
855.1
|
|
•
|
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
$
|
111,880
|
|
Income tax expense
|
74,527
|
|
|
54,321
|
|
|
41,218
|
|
|||
Interest expense, net of interest income
|
42,112
|
|
|
41,389
|
|
|
38,331
|
|
|||
Depreciation and amortization
|
138,088
|
|
|
122,660
|
|
|
114,427
|
|
|||
EBITDA
|
$
|
390,030
|
|
|
$
|
357,358
|
|
|
$
|
305,856
|
|
Restructuring charges
(1)
|
35,137
|
|
|
46,031
|
|
|
53,844
|
|
|||
Impairment charges
(2)
|
14,763
|
|
|
1,273
|
|
|
21,611
|
|
|||
Settlement charges
(3)
|
6,427
|
|
|
281
|
|
|
—
|
|
|||
Foreign tax amnesty program
(4)
|
4,623
|
|
|
—
|
|
|
—
|
|
|||
Loss on refinancing and extinguishment of debt
(5)
|
1,020
|
|
|
5,104
|
|
|
—
|
|
|||
Secondary offering underwriting fees and other expenses
(6)
|
—
|
|
|
6,500
|
|
|
—
|
|
|||
Gain on remeasurement of previously held equity interest
(7)
|
—
|
|
|
—
|
|
|
(14,199
|
)
|
|||
Gain on divestiture
(8)
|
—
|
|
|
—
|
|
|
(8,033
|
)
|
|||
Amortization of inventory write-up
(9)
|
—
|
|
|
—
|
|
|
1,419
|
|
|||
Acquisition costs
|
—
|
|
|
—
|
|
|
1,637
|
|
|||
Other
|
—
|
|
|
155
|
|
|
230
|
|
|||
Adjusted EBITDA
|
$
|
452,000
|
|
|
$
|
416,702
|
|
|
$
|
362,365
|
|
(1)
|
Includes non-cash impairment charges related to restructuring and is net of non-controlling interest.
|
(2)
|
Impairment charges in 2017 and 2016 related to fixed assets of
$14,763
and
$1,273
, respectively. Impairment charges in 2015 related to fixed assets of
$13,630
and intangible assets of
$7,981
.
|
(3)
|
Non-cash settlement charges incurred related to certain of our non-U.S. pension plans.
|
(4)
|
Relates to indirect taxes recorded in cost of products sold.
|
(5)
|
Loss on refinancing and extinguishment of debt relating to the May 2017 amendment of the Term Loan Facility and the refinancing of our Term Loan Facility in 2016.
|
(6)
|
Fees and other expenses associated with the March 2016 secondary offering.
|
(7)
|
Gain on remeasurement of previously held equity interest in Shenya.
|
(8)
|
Gain on sale of hard coat plastic exterior trim business.
|
(9)
|
Amortization of write-up of inventory to fair value for the Shenya acquisition.
|
|
|
|
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, 2017, 2016 and 2015
|
|
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated balance sheets as of December 31, 2017 and December 31, 2016
|
|
Consolidated statements of changes in equity for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015
|
|
Notes to consolidated financial statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
Cost of products sold
|
2,946,828
|
|
|
2,808,049
|
|
|
2,755,691
|
|
|||
Gross profit
|
671,298
|
|
|
664,842
|
|
|
587,113
|
|
|||
Selling, administration & engineering expenses
|
349,496
|
|
|
359,782
|
|
|
329,922
|
|
|||
Amortization of intangibles
|
14,056
|
|
|
13,566
|
|
|
13,892
|
|
|||
Impairment charges
|
14,763
|
|
|
1,273
|
|
|
21,611
|
|
|||
Restructuring charges
|
35,137
|
|
|
46,031
|
|
|
53,844
|
|
|||
Other operating loss (profit)
|
—
|
|
|
155
|
|
|
(8,033
|
)
|
|||
Operating profit
|
257,846
|
|
|
244,035
|
|
|
175,877
|
|
|||
Interest expense, net of interest income
|
(42,112
|
)
|
|
(41,389
|
)
|
|
(38,331
|
)
|
|||
Equity in earnings of affiliates
|
5,519
|
|
|
7,877
|
|
|
5,683
|
|
|||
Loss on refinancing and extinguishment of debt
|
(1,020
|
)
|
|
(5,104
|
)
|
|
—
|
|
|||
Other (expense) income, net
|
(7,133
|
)
|
|
(10,659
|
)
|
|
9,759
|
|
|||
Income before income taxes
|
213,100
|
|
|
194,760
|
|
|
152,988
|
|
|||
Income tax expense
|
74,527
|
|
|
54,321
|
|
|
41,218
|
|
|||
Net income
|
138,573
|
|
|
140,439
|
|
|
111,770
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(3,270
|
)
|
|
(1,451
|
)
|
|
110
|
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
$
|
111,880
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
7.61
|
|
|
$
|
7.96
|
|
|
$
|
6.50
|
|
Diluted
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
138,573
|
|
|
$
|
140,439
|
|
|
$
|
111,770
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment
|
49,600
|
|
|
(13,930
|
)
|
|
(80,331
|
)
|
|||
Benefit plan liabilities adjustment, net of tax
|
(3,137
|
)
|
|
(13,488
|
)
|
|
2,737
|
|
|||
Fair value change of derivatives, net of tax
|
73
|
|
|
810
|
|
|
(269
|
)
|
|||
Other comprehensive income (loss), net of tax
|
46,536
|
|
|
(26,608
|
)
|
|
(77,863
|
)
|
|||
Comprehensive income
|
185,109
|
|
|
113,831
|
|
|
33,907
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(4,874
|
)
|
|
(341
|
)
|
|
451
|
|
|||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
180,235
|
|
|
$
|
113,490
|
|
|
$
|
34,358
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
515,952
|
|
|
$
|
480,092
|
|
Accounts receivable, net
|
494,049
|
|
|
460,503
|
|
||
Tooling receivable
|
112,561
|
|
|
90,974
|
|
||
Inventories
|
170,196
|
|
|
146,449
|
|
||
Prepaid expenses
|
33,205
|
|
|
37,142
|
|
||
Other current assets
|
100,778
|
|
|
81,021
|
|
||
Total current assets
|
1,426,741
|
|
|
1,296,181
|
|
||
Property, plant and equipment, net
|
952,178
|
|
|
832,269
|
|
||
Goodwill
|
171,852
|
|
|
167,441
|
|
||
Intangible assets, net
|
69,091
|
|
|
81,363
|
|
||
Deferred tax assets
|
33,834
|
|
|
46,419
|
|
||
Other assets
|
71,952
|
|
|
68,029
|
|
||
Total assets
|
$
|
2,725,648
|
|
|
$
|
2,491,702
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
34,921
|
|
|
$
|
33,439
|
|
Accounts payable
|
523,296
|
|
|
475,426
|
|
||
Payroll liabilities
|
123,090
|
|
|
144,812
|
|
||
Accrued liabilities
|
145,650
|
|
|
105,665
|
|
||
Total current liabilities
|
826,957
|
|
|
759,342
|
|
||
Long-term debt
|
723,325
|
|
|
729,480
|
|
||
Pension benefits
|
180,173
|
|
|
172,950
|
|
||
Postretirement benefits other than pensions
|
61,921
|
|
|
54,225
|
|
||
Deferred tax liabilities
|
9,511
|
|
|
9,241
|
|
||
Other liabilities
|
68,672
|
|
|
44,673
|
|
||
Total liabilities
|
1,870,559
|
|
|
1,769,911
|
|
||
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,920,805 shares issued and 17,914,599 outstanding as of December 31, 2017 and 19,686,917 shares issued and 17,690,611 outstanding as of December 31, 2016
|
18
|
|
|
17
|
|
||
Additional paid-in capital
|
512,815
|
|
|
513,934
|
|
||
Retained earnings
|
511,367
|
|
|
425,972
|
|
||
Accumulated other comprehensive loss
|
(197,631
|
)
|
|
(242,563
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
826,569
|
|
|
697,360
|
|
||
Noncontrolling interests
|
28,520
|
|
|
24,431
|
|
||
Total equity
|
855,089
|
|
|
721,791
|
|
||
Total liabilities and equity
|
$
|
2,725,648
|
|
|
$
|
2,491,702
|
|
|
|
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, 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
|
|
||||||||
Repurchase of common stock
|
—
|
|
(513,801
|
)
|
(1
|
)
|
(12,434
|
)
|
(43,512
|
)
|
—
|
|
(55,947
|
)
|
—
|
|
(55,947
|
)
|
||||||||
Warrant exercise
|
|
568,702
|
|
1
|
|
2,372
|
|
—
|
|
—
|
|
2,373
|
|
—
|
|
2,373
|
|
|||||||||
Share-based compensation, net
|
—
|
|
169,087
|
|
1
|
|
8,943
|
|
(6,396
|
)
|
—
|
|
2,548
|
|
—
|
|
2,548
|
|
||||||||
Dividends declared to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(785
|
)
|
(785
|
)
|
||||||||
Net income for 2017
|
—
|
|
—
|
|
—
|
|
—
|
|
135,303
|
|
—
|
|
135,303
|
|
3,270
|
|
138,573
|
|
||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
44,932
|
|
44,932
|
|
1,604
|
|
46,536
|
|
||||||||
Balance as of December 31, 2017
|
$
|
—
|
|
17,914,599
|
|
$
|
18
|
|
$
|
512,815
|
|
$
|
511,367
|
|
$
|
(197,631
|
)
|
$
|
826,569
|
|
$
|
28,520
|
|
$
|
855,089
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
138,573
|
|
|
$
|
140,439
|
|
|
$
|
111,770
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
124,032
|
|
|
109,094
|
|
|
100,535
|
|
|||
Amortization of intangibles
|
14,056
|
|
|
13,566
|
|
|
13,892
|
|
|||
Impairment charges
|
14,763
|
|
|
1,273
|
|
|
21,611
|
|
|||
Share-based compensation expense
|
24,963
|
|
|
24,032
|
|
|
13,955
|
|
|||
Equity in earnings, net of dividends related to earnings
|
(137
|
)
|
|
(4,855
|
)
|
|
(3,766
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
1,020
|
|
|
5,104
|
|
|
—
|
|
|||
Gain on divestitures and sale of investment in affiliate
|
—
|
|
|
—
|
|
|
(8,033
|
)
|
|||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
—
|
|
|
(14,199
|
)
|
|||
Deferred income taxes
|
11,076
|
|
|
9,082
|
|
|
(2,698
|
)
|
|||
Other
|
1,286
|
|
|
1,591
|
|
|
725
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and tooling receivable
|
(26,428
|
)
|
|
(579
|
)
|
|
(72,546
|
)
|
|||
Inventories
|
(13,929
|
)
|
|
6,651
|
|
|
12,848
|
|
|||
Prepaid expenses
|
5,981
|
|
|
(7,010
|
)
|
|
5,348
|
|
|||
Accounts payable
|
11,415
|
|
|
70,066
|
|
|
61,063
|
|
|||
Payroll and accrued liabilities
|
8,879
|
|
|
5,612
|
|
|
75,424
|
|
|||
Other
|
(2,066
|
)
|
|
(10,369
|
)
|
|
(45,544
|
)
|
|||
Net cash provided by operating activities
|
313,484
|
|
|
363,697
|
|
|
270,385
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(186,795
|
)
|
|
(164,368
|
)
|
|
(166,267
|
)
|
|||
Proceeds from divestitures and sale of investment in affiliate
|
—
|
|
|
—
|
|
|
33,500
|
|
|||
Acquisition of businesses, net of cash acquired
|
(478
|
)
|
|
(37,478
|
)
|
|
(34,396
|
)
|
|||
Investment in joint ventures
|
—
|
|
|
—
|
|
|
(4,300
|
)
|
|||
Cash from consolidation of joint venture
|
—
|
|
|
3,395
|
|
|
—
|
|
|||
Other
|
(13,349
|
)
|
|
185
|
|
|
5,069
|
|
|||
Net cash used in investing activities
|
(200,622
|
)
|
|
(198,266
|
)
|
|
(166,394
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
—
|
|
|
393,060
|
|
|
—
|
|
|||
Repayment and refinancing of term loan facility
|
—
|
|
|
(397,196
|
)
|
|
—
|
|
|||
Principal payments on long-term debt
|
(19,866
|
)
|
|
(10,747
|
)
|
|
(8,863
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,262
|
)
|
|||
Repurchase of common stock
|
(55,123
|
)
|
|
(23,800
|
)
|
|
—
|
|
|||
Proceeds from exercise of warrants
|
2,373
|
|
|
2,810
|
|
|
9,277
|
|
|||
Increase (decrease) in short term debt, net
|
10,683
|
|
|
(12,223
|
)
|
|
(9,008
|
)
|
|||
Borrowings on long-term debt
|
—
|
|
|
—
|
|
|
151
|
|
|||
Taxes withheld and paid on employees' share-based payment awards
|
(13,297
|
)
|
|
(12,624
|
)
|
|
(2,028
|
)
|
|||
Other
|
(297
|
)
|
|
(2,196
|
)
|
|
143
|
|
|||
Net cash used in financing activities
|
(75,527
|
)
|
|
(62,916
|
)
|
|
(11,590
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(1,475
|
)
|
|
(666
|
)
|
|
18,572
|
|
|||
Changes in cash and cash equivalents
|
35,860
|
|
|
101,849
|
|
|
110,973
|
|
|||
Cash and cash equivalents at beginning of period
|
480,092
|
|
|
378,243
|
|
|
267,270
|
|
|||
Cash and cash equivalents at end of period
|
$
|
515,952
|
|
|
$
|
480,092
|
|
|
$
|
378,243
|
|
Supplemental Disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
47,424
|
|
|
$
|
38,550
|
|
|
$
|
39,192
|
|
Cash paid for income taxes, net of refunds
|
36,883
|
|
|
38,334
|
|
|
55,547
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Finished goods
|
$
|
47,613
|
|
|
$
|
43,511
|
|
Work in process
|
35,455
|
|
|
32,839
|
|
||
Raw materials and supplies
|
87,128
|
|
|
70,099
|
|
||
|
$
|
170,196
|
|
|
$
|
146,449
|
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
|
Replaces existing revenue recognition guidance with a five-step model and additional financial statement disclosures.
|
The Company’s implementation plan included analyzing customer contracts and historical accounting policies, drafting new accounting policies and making changes to business processes and controls. Throughout the implementation process, the Company closely monitored FASB activities and worked with various non-authoritative groups to conclude on specific interpretative issues. The Company has concluded that adopting the new standard will not materially impact its consolidated financial statements, but will require additional disclosures. The Company will adopt the guidance using the modified retrospective method.
|
January 1, 2018
|
ASU 2016-02,
Leases (Topic 842)
|
Requires lessees to recognize right-of-use assets and lease liabilities for all leases (except for short-term leases). The standard also requires additional disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from lease transactions. A modified retrospective transition approach is required with certain practical expedients available.
|
The Company continues to perform a comprehensive evaluation on the impacts of adopting this standard and believes this standard will primarily result in a material increase in assets and liabilities on its consolidated balance sheet and will not have a material impact on its consolidated income statement or statement of cash flows. The Company is in the process of implementing lease administration software and assessing the impact to our systems, processes and internal controls.
|
January 1, 2019
|
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
|
|
Total
|
||||||
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
|
|
Expense
|
16,245
|
|
|
18,892
|
|
|
35,137
|
|
|||
Cash payments
|
(25,077
|
)
|
|
(14,473
|
)
|
|
(39,550
|
)
|
|||
Foreign exchange translation and other
|
1,996
|
|
|
514
|
|
|
2,510
|
|
|||
Balance as of December 31, 2017
|
$
|
15,091
|
|
|
$
|
7,244
|
|
|
$
|
22,335
|
|
|
December 31,
|
|
Estimated
|
||||||
|
2017
|
|
2016
|
|
Useful Lives
|
||||
Land and improvements
|
$
|
73,419
|
|
|
$
|
71,002
|
|
|
10 to 25 years
|
Buildings and improvements
|
305,231
|
|
|
265,824
|
|
|
10 to 40 years
|
||
Machinery and equipment
|
1,022,279
|
|
|
864,337
|
|
|
5 to 10 years
|
||
Construction in progress
|
198,358
|
|
|
153,924
|
|
|
|
||
|
$
|
1,599,287
|
|
|
$
|
1,355,087
|
|
|
|
Accumulated depreciation
|
(647,109
|
)
|
|
(522,818
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
952,178
|
|
|
$
|
832,269
|
|
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
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
|
|
Acquisitions
|
178
|
|
|
236
|
|
|
—
|
|
|
414
|
|
||||
Foreign exchange translation
|
221
|
|
|
1,465
|
|
|
2,311
|
|
|
3,997
|
|
||||
Balance as of December 31, 2017
|
$
|
122,395
|
|
|
$
|
12,454
|
|
|
$
|
37,003
|
|
|
$
|
171,852
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
$
|
135,927
|
|
|
$
|
(86,342
|
)
|
|
$
|
49,585
|
|
Developed technology
|
2,893
|
|
|
(2,893
|
)
|
|
—
|
|
|||
Other
|
22,298
|
|
|
(2,792
|
)
|
|
19,506
|
|
|||
Balance as of December 31, 2017
|
$
|
161,118
|
|
|
$
|
(92,027
|
)
|
|
$
|
69,091
|
|
|
|
|
|
|
|
||||||
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
|
|
Year
|
|
Expense
|
||
2018
|
|
$
|
13,598
|
|
2019
|
|
13,572
|
|
|
2020
|
|
7,580
|
|
|
2021
|
|
3,316
|
|
|
2022
|
|
3,316
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Senior Notes
|
$
|
393,684
|
|
|
$
|
393,060
|
|
Term Loan
|
330,781
|
|
|
332,827
|
|
||
Other borrowings
|
33,781
|
|
|
37,032
|
|
||
Total debt
|
$
|
758,246
|
|
|
$
|
762,919
|
|
Less current portion
|
(34,921
|
)
|
|
(33,439
|
)
|
||
Total long-term debt
|
$
|
723,325
|
|
|
$
|
729,480
|
|
Year
|
|
Debt and Capital Lease Obligations
|
||
2018
|
|
$
|
35,964
|
|
2019
|
|
3,997
|
|
|
2020
|
|
3,810
|
|
|
2021
|
|
3,596
|
|
|
2022
|
|
3,414
|
|
|
Thereafter
|
|
719,600
|
|
|
Total
|
|
$
|
770,381
|
|
•
|
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.
|
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, 2017
|
|
December 31, 2016
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
|
$
|
761
|
|
|
$
|
764
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
|
(2,363
|
)
|
|
(535
|
)
|
|
Level 2
|
||
Interest rate swaps - accrued liabilities
|
|
(515
|
)
|
|
(2,458
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
|
—
|
|
|
(661
|
)
|
|
Level 2
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Aggregate fair value
|
$
|
749,463
|
|
|
$
|
735,850
|
|
Aggregate carrying value
(1)
|
736,600
|
|
|
740,000
|
|
|
Gain (Loss) Recognized in OCI
|
||||||
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Forward foreign exchange contracts
|
$
|
814
|
|
|
$
|
(3,295
|
)
|
Interest rate swaps
|
198
|
|
|
(1,638
|
)
|
||
Total
|
$
|
1,012
|
|
|
$
|
(4,933
|
)
|
|
|
|
Gain (Loss) Reclassified from AOCI to Income (Effective Portion)
|
|
Gain (Loss) Reclassified from AOCI to Income (Ineffective Portion)
|
||||||||||||
|
|
|
Year Ended December 31,
|
||||||||||||||
|
Classification
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Forward foreign exchange contracts
|
Cost of products sold
|
|
$
|
2,687
|
|
|
$
|
(2,678
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
Interest expense, net of interest income
|
|
(2,398
|
)
|
|
(3,188
|
)
|
|
353
|
|
|
(562
|
)
|
||||
Total
|
|
|
$
|
289
|
|
|
$
|
(5,866
|
)
|
|
$
|
353
|
|
|
$
|
(562
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Off-balance sheet arrangements
|
$
|
96,588
|
|
|
$
|
56,936
|
|
On-balance sheet arrangements
|
$
|
—
|
|
|
$
|
5,258
|
|
|
Off-Balance Sheet Arrangements
|
|
On-Balance Sheet Arrangements
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accounts receivable factored
|
$
|
544,060
|
|
|
$
|
507,321
|
|
|
$
|
23,794
|
|
|
$
|
24,053
|
|
|
Off-Balance Sheet Arrangements
|
|
On-Balance Sheet Arrangements
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Costs
|
$
|
1,904
|
|
|
$
|
1,575
|
|
|
$
|
2,144
|
|
|
$
|
99
|
|
|
$
|
257
|
|
|
$
|
179
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of period
|
$
|
303,446
|
|
|
$
|
191,184
|
|
|
$
|
306,760
|
|
|
$
|
179,896
|
|
Service cost
|
814
|
|
|
4,025
|
|
|
807
|
|
|
3,346
|
|
||||
Interest cost
|
11,700
|
|
|
4,341
|
|
|
12,580
|
|
|
5,041
|
|
||||
Actuarial loss
|
17,230
|
|
|
4,450
|
|
|
3,633
|
|
|
17,582
|
|
||||
Benefits paid
|
(17,492
|
)
|
|
(7,048
|
)
|
|
(20,334
|
)
|
|
(7,735
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
20,809
|
|
|
—
|
|
|
(5,085
|
)
|
||||
Settlements
|
—
|
|
|
(20,667
|
)
|
|
—
|
|
|
(1,950
|
)
|
||||
Other
|
—
|
|
|
75
|
|
|
—
|
|
|
89
|
|
||||
Projected benefit obligations at end of period
|
$
|
315,698
|
|
|
$
|
197,169
|
|
|
$
|
303,446
|
|
|
$
|
191,184
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
253,483
|
|
|
$
|
63,220
|
|
|
$
|
248,387
|
|
|
$
|
64,940
|
|
Actual return on plan assets
|
35,233
|
|
|
5,039
|
|
|
18,109
|
|
|
2,560
|
|
||||
Employer contributions
|
4,543
|
|
|
7,238
|
|
|
7,321
|
|
|
6,969
|
|
||||
Benefits paid
|
(17,492
|
)
|
|
(7,048
|
)
|
|
(20,334
|
)
|
|
(7,735
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
4,008
|
|
|
—
|
|
|
(1,753
|
)
|
||||
Settlements
|
—
|
|
|
(20,431
|
)
|
|
—
|
|
|
(1,761
|
)
|
||||
Fair value of plan assets at end of period
|
$
|
275,767
|
|
|
$
|
52,026
|
|
|
$
|
253,483
|
|
|
$
|
63,220
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plans
|
$
|
(39,931
|
)
|
|
$
|
(145,143
|
)
|
|
$
|
(49,963
|
)
|
|
$
|
(127,964
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
(1,011
|
)
|
|
(4,295
|
)
|
|
(1,030
|
)
|
|
(3,947
|
)
|
||||
Pension benefits (long term)
|
(38,920
|
)
|
|
(141,253
|
)
|
|
(48,933
|
)
|
|
(124,017
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service costs
|
$
|
(136
|
)
|
|
$
|
(1,206
|
)
|
|
$
|
(156
|
)
|
|
$
|
(1,273
|
)
|
Actuarial losses
|
$
|
(74,711
|
)
|
|
$
|
(48,491
|
)
|
|
$
|
(78,552
|
)
|
|
$
|
(49,862
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||
Prior service costs
|
$
|
(20
|
)
|
|
$
|
(240
|
)
|
Actuarial losses
|
$
|
(2,383
|
)
|
|
$
|
(2,553
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
814
|
|
|
$
|
4,025
|
|
|
$
|
807
|
|
|
$
|
3,346
|
|
|
$
|
926
|
|
|
$
|
3,489
|
|
Interest cost
|
11,700
|
|
|
4,341
|
|
|
12,580
|
|
|
5,041
|
|
|
12,334
|
|
|
5,084
|
|
||||||
Expected return on plan assets
|
(16,012
|
)
|
|
(2,617
|
)
|
|
(15,835
|
)
|
|
(3,133
|
)
|
|
(17,685
|
)
|
|
(3,373
|
)
|
||||||
Amortization of prior service cost and actuarial loss
|
1,871
|
|
|
2,898
|
|
|
1,714
|
|
|
2,186
|
|
|
1,110
|
|
|
2,666
|
|
||||||
Settlements
|
—
|
|
|
6,427
|
|
|
—
|
|
|
538
|
|
|
—
|
|
|
132
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(1,627
|
)
|
|
$
|
15,074
|
|
|
$
|
(734
|
)
|
|
$
|
7,978
|
|
|
$
|
(3,315
|
)
|
|
$
|
8,219
|
|
|
2017
|
|
2016
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.55
|
%
|
|
2.17
|
%
|
|
3.99
|
%
|
|
2.23
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.17
|
%
|
|
N/A
|
|
|
3.15
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
3.99
|
%
|
|
2.23
|
%
|
|
4.24
|
%
|
|
2.80
|
%
|
|
3.94
|
%
|
|
2.66
|
%
|
Expected return on plan assets
|
6.60
|
%
|
|
5.94
|
%
|
|
6.60
|
%
|
|
4.39
|
%
|
|
6.70
|
%
|
|
4.80
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.15
|
%
|
|
N/A
|
|
|
3.15
|
%
|
|
N/A
|
|
|
3.11
|
%
|
2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity funds
|
|
$
|
41,080
|
|
|
$
|
22,419
|
|
|
$
|
—
|
|
|
$
|
63,499
|
|
Equity funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,405
|
|
||||
Bond funds
|
|
34,997
|
|
|
29,607
|
|
|
—
|
|
|
64,604
|
|
||||
Bond funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,823
|
|
||||
Real estate measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,656
|
|
||||
Hedge funds
|
|
3,603
|
|
|
—
|
|
|
110
|
|
|
3,713
|
|
||||
Hedge funds measured at net asset value
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,195
|
|
||||
Insurance contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
||||
Total
|
|
$
|
84,578
|
|
|
$
|
52,026
|
|
|
$
|
110
|
|
|
$
|
327,793
|
|
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
|
|
Beginning balance of assets classified as Level 3 as of January 1, 2016
|
$
|
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
|
|
Purchases, sales and settlements, net
|
(16,348
|
)
|
|
Total gain
|
4
|
|
|
Transfers into (out of) Level 3
|
—
|
|
|
Ending balance of assets classified as Level 3 as of December 31, 2017
|
$
|
110
|
|
Years Ending December 31,
|
U.S
|
|
Non-U.S
|
|
Total
|
||||||
2018
|
$
|
21,183
|
|
|
$
|
6,337
|
|
|
$
|
27,520
|
|
2019
|
18,893
|
|
|
8,168
|
|
|
27,061
|
|
|||
2020
|
18,875
|
|
|
7,908
|
|
|
26,783
|
|
|||
2021
|
19,035
|
|
|
8,737
|
|
|
27,772
|
|
|||
2022
|
19,236
|
|
|
10,767
|
|
|
30,003
|
|
|||
2023-2027
|
95,413
|
|
|
57,731
|
|
|
153,144
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
33,877
|
|
|
$
|
18,350
|
|
|
$
|
33,955
|
|
|
$
|
16,455
|
|
Service cost
|
314
|
|
|
423
|
|
|
361
|
|
|
372
|
|
||||
Interest cost
|
1,297
|
|
|
693
|
|
|
1,383
|
|
|
678
|
|
||||
Actuarial loss
|
1,021
|
|
|
4,002
|
|
|
112
|
|
|
926
|
|
||||
Benefits paid
|
(1,690
|
)
|
|
(651
|
)
|
|
(1,939
|
)
|
|
(601
|
)
|
||||
Other
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
1,425
|
|
|
—
|
|
|
520
|
|
||||
Benefit obligation at end of year
|
$
|
34,824
|
|
|
$
|
24,242
|
|
|
$
|
33,877
|
|
|
$
|
18,350
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plan
|
$
|
(34,824
|
)
|
|
$
|
(24,242
|
)
|
|
$
|
(33,877
|
)
|
|
$
|
(18,350
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized as of December 31
|
$
|
(34,824
|
)
|
|
$
|
(24,242
|
)
|
|
$
|
(33,877
|
)
|
|
$
|
(18,350
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(2,098
|
)
|
|
$
|
(634
|
)
|
|
$
|
(2,047
|
)
|
|
$
|
(548
|
)
|
Postretirement benefits other than pension (long term)
|
(32,726
|
)
|
|
(23,608
|
)
|
|
(31,830
|
)
|
|
(17,803
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service credits
|
$
|
676
|
|
|
$
|
714
|
|
|
$
|
970
|
|
|
$
|
940
|
|
Actuarial gains (losses)
|
$
|
13,930
|
|
|
$
|
(9,127
|
)
|
|
$
|
16,572
|
|
|
$
|
(4,926
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||
Prior service credits
|
$
|
294
|
|
|
$
|
292
|
|
Actuarial gains (losses)
|
$
|
1,378
|
|
|
$
|
(609
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
314
|
|
|
$
|
423
|
|
|
$
|
361
|
|
|
$
|
372
|
|
|
$
|
434
|
|
|
$
|
380
|
|
Interest cost
|
1,297
|
|
|
693
|
|
|
1,383
|
|
|
678
|
|
|
1,411
|
|
|
678
|
|
||||||
Amortization of prior service credit and recognized actuarial gain
|
(1,915
|
)
|
|
(15
|
)
|
|
(2,026
|
)
|
|
(62
|
)
|
|
(1,584
|
)
|
|
(20
|
)
|
||||||
Other
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(299
|
)
|
|
$
|
1,101
|
|
|
$
|
(277
|
)
|
|
$
|
988
|
|
|
$
|
286
|
|
|
$
|
1,038
|
|
|
2017
|
|
2016
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.55
|
%
|
|
3.40
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
3.95
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
3.85
|
%
|
|
3.90
|
%
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2017
|
||||
1% increase in health care cost trend rate
|
$
|
225
|
|
|
$
|
4,417
|
|
1% decrease in health care cost trend rate
|
$
|
(178
|
)
|
|
$
|
(3,538
|
)
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2018
|
$
|
2,135
|
|
|
$
|
644
|
|
|
$
|
2,779
|
|
2019
|
2,220
|
|
|
717
|
|
|
2,937
|
|
|||
2020
|
2,249
|
|
|
766
|
|
|
3,015
|
|
|||
2021
|
2,279
|
|
|
816
|
|
|
3,095
|
|
|||
2022
|
2,304
|
|
|
847
|
|
|
3,151
|
|
|||
2023 - 2027
|
11,352
|
|
|
4,875
|
|
|
16,227
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign currency losses
|
$
|
(7,913
|
)
|
|
$
|
(3,958
|
)
|
|
$
|
(3,379
|
)
|
Secondary offering underwriting fees
|
—
|
|
|
(5,900
|
)
|
|
—
|
|
|||
Losses on sales of receivables
|
(931
|
)
|
|
(801
|
)
|
|
(1,017
|
)
|
|||
Miscellaneous income (expense)
|
1,711
|
|
|
—
|
|
|
(44
|
)
|
|||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
—
|
|
|
14,199
|
|
|||
Other (expense) income, net
|
$
|
(7,133
|
)
|
|
$
|
(10,659
|
)
|
|
$
|
9,759
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax at U.S. statutory rate
|
$
|
74,585
|
|
|
$
|
68,166
|
|
|
$
|
53,546
|
|
State and local taxes
|
1,177
|
|
|
2,564
|
|
|
3,441
|
|
|||
Tax credits
|
(11,436
|
)
|
|
(10,348
|
)
|
|
(8,139
|
)
|
|||
Changes in tax law, other
|
7,279
|
|
|
8,813
|
|
|
3,630
|
|
|||
U.S. tax reform
|
33,493
|
|
|
—
|
|
|
—
|
|
|||
Effect of foreign tax rates
|
(23,158
|
)
|
|
(19,600
|
)
|
|
(6,465
|
)
|
|||
Nonrecurring permanent items
|
(13,947
|
)
|
|
—
|
|
|
(11,300
|
)
|
|||
Capital loss
|
(19,931
|
)
|
|
—
|
|
|
—
|
|
|||
Outside basis difference
|
9,562
|
|
|
—
|
|
|
—
|
|
|||
Stock compensation (ASU 2016-09)
|
(3,563
|
)
|
|
(5,305
|
)
|
|
—
|
|
|||
Other change in tax reserves
|
730
|
|
|
116
|
|
|
(368
|
)
|
|||
Valuation allowance
|
25,761
|
|
|
9,112
|
|
|
11,638
|
|
|||
Other, net
|
(6,025
|
)
|
|
803
|
|
|
(4,765
|
)
|
|||
Income tax provision
|
$
|
74,527
|
|
|
$
|
54,321
|
|
|
$
|
41,218
|
|
Effective income tax rate
|
35.0
|
%
|
|
27.9
|
%
|
|
26.9
|
%
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other benefits
|
$
|
57,700
|
|
|
$
|
78,194
|
|
Capitalized expenditures
|
1,471
|
|
|
1,001
|
|
||
Capital loss carryforward
|
13,780
|
|
|
—
|
|
||
Net operating loss and tax credit carryforwards
|
145,528
|
|
|
132,057
|
|
||
All other items
|
38,205
|
|
|
29,826
|
|
||
Total deferred tax assets
|
256,684
|
|
|
241,078
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(21,507
|
)
|
|
(30,310
|
)
|
||
Intangibles
|
(9,665
|
)
|
|
(16,210
|
)
|
||
All other items
|
(11,834
|
)
|
|
(7,623
|
)
|
||
Total deferred tax liabilities
|
(43,006
|
)
|
|
(54,143
|
)
|
||
Valuation allowances
|
(189,355
|
)
|
|
(149,757
|
)
|
||
Net deferred tax assets
|
$
|
24,323
|
|
|
$
|
37,178
|
|
|
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
7,851
|
|
|
$
|
7,753
|
|
Tax positions related to the current period
|
|
|
|
||||
Gross additions
|
720
|
|
|
516
|
|
||
Gross reductions
|
—
|
|
|
—
|
|
||
Tax positions related to prior years
|
|
|
|
||||
Gross additions
|
92
|
|
|
31
|
|
||
Gross reductions
|
(223
|
)
|
|
(70
|
)
|
||
Settlements
|
(411
|
)
|
|
(379
|
)
|
||
Lapses on statutes of limitations
|
—
|
|
|
—
|
|
||
Balance at end of period
|
$
|
8,029
|
|
|
$
|
7,851
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
$
|
111,880
|
|
Increase in fair value of share-based awards
|
—
|
|
|
63
|
|
|
48
|
|
|||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
135,303
|
|
|
$
|
139,051
|
|
|
$
|
111,928
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
17,781,272
|
|
|
17,459,710
|
|
|
17,212,607
|
|
|||
Dilutive effect of common stock equivalents
|
995,381
|
|
|
1,270,668
|
|
|
1,202,387
|
|
|||
Diluted weighted average shares of common stock outstanding
|
18,776,653
|
|
|
18,730,378
|
|
|
18,414,994
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
7.61
|
|
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
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
|
)
|
(2)
|
(3,676
|
)
|
(3)
|
(31,253
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1,269
|
|
(4)
|
4,486
|
|
(5)
|
5,755
|
|
||||
Balance as of December 31, 2016
|
$
|
(143,481
|
)
|
|
$
|
(97,612
|
)
|
|
$
|
(1,470
|
)
|
|
$
|
(242,563
|
)
|
Other comprehensive income (loss) before reclassifications
|
47,996
|
|
(1)
|
(11,000
|
)
|
(6)
|
784
|
|
(7)
|
37,780
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
7,863
|
|
(8)
|
(711
|
)
|
(9)
|
7,152
|
|
||||
Balance as of December 31, 2017
|
$
|
(95,485
|
)
|
|
$
|
(100,749
|
)
|
|
$
|
(1,397
|
)
|
|
$
|
(197,631
|
)
|
(1)
|
Includes
$11,844
and
$2,180
of other comprehensive income for the years ended
December 31, 2017
and
2016
, respectively, that are related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Net of tax benefit of
$3,369
.
|
(3)
|
Net of tax benefit of
$1,257
. See Note 9.
|
(4)
|
Includes actuarial losses of
$2,084
, offset by prior service credits of
$329
, net of tax of
$486
. See Note 11. and Note 12.
|
(5)
|
Net of tax benefit of
$1,942
. See Note 9.
|
(6)
|
Net of tax benefit of
$788
.
|
(7)
|
Net of tax expense of
$228
. See Note 9.
|
(8)
|
Includes losses related to the U.K. pension settlement of
$6,288
, other settlements of
$533
, actuarial losses of
$3,329
, offset by prior service credits of
$326
, net of tax of
$1,961
. See Note 11. and Note 12.
|
(9)
|
Net of tax benefit of
$69
. See Note 9.
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of January 1, 2017
|
748,371
|
|
|
$
|
53.24
|
|
|
|
|
|
||
Granted
|
109,431
|
|
|
$
|
107.49
|
|
|
|
|
|
||
Exercised
|
(273,026
|
)
|
|
$
|
46.46
|
|
|
|
|
|
||
Forfeited
|
(15,920
|
)
|
|
$
|
72.85
|
|
|
|
|
|
||
Outstanding as of December 31, 2017
|
568,856
|
|
|
$
|
67.14
|
|
|
7.6
|
|
$
|
31,490
|
|
Exercisable as of December 31, 2017
|
316,295
|
|
|
$
|
55.20
|
|
|
5.9
|
|
$
|
21,287
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
27.38% - 27.47%
|
|
|
27.58% - 27.70%
|
|
|
27.95% - 28.00%
|
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life - years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
1.9% - 2.1%
|
|
|
1.1% - 1.4%
|
|
|
1.5% - 1.7%
|
|
|
Restricted Stock and Restricted Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2017
|
371,559
|
|
|
$
|
63.98
|
|
Granted
|
118,562
|
|
|
$
|
107.57
|
|
Vested
|
(104,608
|
)
|
|
$
|
67.01
|
|
Forfeited
|
(31,466
|
)
|
|
$
|
71.29
|
|
Non-vested as of December 31, 2017
|
354,047
|
|
|
$
|
77.03
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2017
|
247,967
|
|
|
$
|
63.53
|
|
Granted
|
66,514
|
|
|
$
|
107.49
|
|
Vested
|
(60,286
|
)
|
|
$
|
66.32
|
|
Forfeited
|
(24,302
|
)
|
|
$
|
69.44
|
|
Non-vested as of December 31, 2017
|
229,893
|
|
|
$
|
74.90
|
|
Year
|
|
Minimum Future Operating Lease Commitments
|
||
2018
|
|
$
|
30,301
|
|
2019
|
|
28,690
|
|
|
2020
|
|
20,965
|
|
|
2021
|
|
14,723
|
|
|
2022
|
|
11,858
|
|
|
Thereafter
|
|
33,113
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Sales
(1)
|
$
|
33,949
|
|
|
$
|
35,418
|
|
|
$
|
35,843
|
|
Purchases
(1)
|
953
|
|
|
548
|
|
|
545
|
|
|||
Dividends received
(2)
|
5,382
|
|
|
3,022
|
|
|
1,917
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,882,670
|
|
|
$
|
1,816,486
|
|
|
$
|
1,778,621
|
|
Europe
|
1,043,738
|
|
|
1,031,538
|
|
|
1,033,635
|
|
|||
Asia Pacific
|
585,161
|
|
|
540,684
|
|
|
435,127
|
|
|||
South America
|
106,557
|
|
|
84,183
|
|
|
95,421
|
|
|||
Consolidated
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
||||||
North America
|
$
|
13,760
|
|
|
$
|
13,325
|
|
|
$
|
14,058
|
|
Europe
|
15,985
|
|
|
13,524
|
|
|
11,693
|
|
|||
Asia Pacific
|
5,256
|
|
|
4,770
|
|
|
6,166
|
|
|||
South America
|
49
|
|
|
31
|
|
|
49
|
|
|||
Eliminations and other
|
(35,050
|
)
|
|
(31,650
|
)
|
|
(31,966
|
)
|
|||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
236,165
|
|
|
$
|
219,744
|
|
|
$
|
215,487
|
|
Europe
|
(18,872
|
)
|
|
(15,989
|
)
|
|
(22,435
|
)
|
|||
Asia Pacific
|
9,943
|
|
|
9,206
|
|
|
4,063
|
|
|||
South America
|
(14,136
|
)
|
|
(18,201
|
)
|
|
(44,127
|
)
|
|||
Income before income taxes
|
$
|
213,100
|
|
|
$
|
194,760
|
|
|
$
|
152,988
|
|
|
|
|
|
|
|
||||||
Net interest expense included in segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
16,824
|
|
|
$
|
13,013
|
|
|
$
|
12,262
|
|
Europe
|
12,287
|
|
|
13,871
|
|
|
13,648
|
|
|||
Asia Pacific
|
11,884
|
|
|
13,720
|
|
|
10,227
|
|
|||
South America
|
1,117
|
|
|
785
|
|
|
2,194
|
|
|||
Consolidated
|
$
|
42,112
|
|
|
$
|
41,389
|
|
|
$
|
38,331
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
|
|
|
|
||||||
North America
|
$
|
66,734
|
|
|
$
|
57,546
|
|
|
$
|
54,160
|
|
Europe
|
40,899
|
|
|
37,992
|
|
|
36,845
|
|
|||
Asia Pacific
|
27,085
|
|
|
24,635
|
|
|
18,856
|
|
|||
South America
|
3,370
|
|
|
2,487
|
|
|
4,566
|
|
|||
Consolidated
|
$
|
138,088
|
|
|
$
|
122,660
|
|
|
$
|
114,427
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
North America
|
$
|
67,333
|
|
|
$
|
61,321
|
|
|
$
|
64,933
|
|
Europe
|
45,881
|
|
|
57,054
|
|
|
46,766
|
|
|||
Asia Pacific
|
51,182
|
|
|
33,818
|
|
|
43,276
|
|
|||
South America
|
4,919
|
|
|
2,064
|
|
|
2,783
|
|
|||
Corporate
|
17,480
|
|
|
10,111
|
|
|
8,509
|
|
|||
Consolidated
|
$
|
186,795
|
|
|
$
|
164,368
|
|
|
$
|
166,267
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2017
|
|
2016
|
||||||
Segment assets
|
|
|
|
|
|
||||||
North America
|
|
|
$
|
1,049,218
|
|
|
$
|
985,809
|
|
||
Europe
|
|
|
644,586
|
|
|
582,385
|
|
||||
Asia Pacific
|
|
|
686,329
|
|
|
611,849
|
|
||||
South America
|
|
|
54,846
|
|
|
46,125
|
|
||||
Eliminations and other
|
|
|
290,669
|
|
|
265,534
|
|
||||
Consolidated
|
|
|
$
|
2,725,648
|
|
|
$
|
2,491,702
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Sealing systems
|
$
|
1,908,852
|
|
|
$
|
1,816,924
|
|
|
$
|
1,783,068
|
|
Fuel and brake delivery systems
|
757,198
|
|
|
725,689
|
|
|
675,493
|
|
|||
Fluid transfer systems
|
521,553
|
|
|
494,940
|
|
|
458,699
|
|
|||
Anti-vibration systems
|
326,684
|
|
|
301,199
|
|
|
278,891
|
|
|||
Other
|
103,839
|
|
|
134,139
|
|
|
146,653
|
|
|||
Consolidated
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
872,025
|
|
|
$
|
879,579
|
|
|
$
|
901,089
|
|
Mexico
|
723,423
|
|
|
638,750
|
|
|
585,558
|
|
|||
China
|
494,727
|
|
|
455,999
|
|
|
355,141
|
|
|||
France
|
299,257
|
|
|
288,905
|
|
|
285,384
|
|
|||
Canada
|
287,222
|
|
|
298,157
|
|
|
291,974
|
|
|||
Poland
|
253,109
|
|
|
239,941
|
|
|
246,997
|
|
|||
Germany
|
192,959
|
|
|
218,363
|
|
|
226,566
|
|
|||
Other
|
495,404
|
|
|
453,197
|
|
|
450,095
|
|
|||
Consolidated
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
3,342,804
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2017
|
|
2016
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
|
|
$
|
193,132
|
|
|
$
|
170,671
|
|
||
Mexico
|
|
|
114,762
|
|
|
108,585
|
|
||||
China
|
|
|
199,271
|
|
|
163,171
|
|
||||
France
|
|
|
72,285
|
|
|
61,226
|
|
||||
Canada
|
|
|
43,347
|
|
|
49,509
|
|
||||
Poland
|
|
|
73,282
|
|
|
67,686
|
|
||||
Germany
|
|
|
86,297
|
|
|
85,026
|
|
||||
Other
|
|
|
169,802
|
|
|
126,395
|
|
||||
Consolidated
|
|
|
$
|
952,178
|
|
|
$
|
832,269
|
|
|
2017
Percentage of
Net Sales
|
|
2016
Percentage of
Net Sales
|
|
2015
Percentage of
Net Sales
|
|||
Customer
|
|
|
|
|
|
|||
Ford
|
28
|
%
|
|
27
|
%
|
|
26
|
%
|
General Motors
|
19
|
%
|
|
17
|
%
|
|
16
|
%
|
Fiat Chrysler Automobiles
|
11
|
%
|
|
12
|
%
|
|
12
|
%
|
Name
|
December 31, 2017
|
|
December 31, 2016
|
||
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
|
%
|
2017
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Sales
|
$
|
902,051
|
|
|
$
|
909,145
|
|
|
$
|
869,016
|
|
|
$
|
937,914
|
|
Gross profit
|
170,085
|
|
|
172,240
|
|
|
150,829
|
|
|
178,144
|
|
||||
Net income
|
42,504
|
|
|
41,650
|
|
|
25,458
|
|
|
28,961
|
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
41,706
|
|
|
40,456
|
|
|
24,640
|
|
|
28,501
|
|
||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
2.35
|
|
|
$
|
2.26
|
|
|
$
|
1.39
|
|
|
$
|
1.60
|
|
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
2.20
|
|
|
$
|
2.14
|
|
|
$
|
1.32
|
|
|
$
|
1.53
|
|
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
|
|
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, 2017
|
|
$
|
7.1
|
|
|
1.1
|
|
|
0.4
|
|
|
(4.4
|
)
|
|
$
|
4.2
|
|
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
|
|
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, 2017
|
|
$
|
149.8
|
|
|
25.8
|
|
|
13.8
|
|
|
—
|
|
|
$
|
189.4
|
|
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
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
2.1*
|
|
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|
3.1*
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3.2*
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3.3*
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4.3*
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4.4*
|
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4.5*
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10.1*
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10.2*
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10.3*
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Exhibit No.
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Description of Exhibit
|
10.4*
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10.5*†
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10.6*†
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10.7*†
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10.8*†
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10.9*†
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10.10*†
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10.11*†
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10.12*†
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10.13*†
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10.14**†
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10.15*†
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10.16*†
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Exhibit No.
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Description of Exhibit
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10.17*†
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10.18*†
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10.19*†
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10.20*†
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10.21*†
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10.22*†
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10.23*†
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10.24*†
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10.25*†
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10.26*†
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10.27*†
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10.28**†
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10.29*†
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Exhibit No.
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Description of Exhibit
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10.30*†
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10.31*†
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10.32*†
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10.33*†
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10.34*†
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10.35*†
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10.36*†
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10.37*†
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10.38*†
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10.39*†
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10.40*†
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10.41*†
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Exhibit No.
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Description of Exhibit
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10.42*†
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10.43*†
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10.44*†
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10.45*†
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10.46*†
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10.47**†
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10.48*†
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10.49*†
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10.50*†
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21.1**
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23.1**
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31.1**
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31.2**
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32***
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101.INS****
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XBRL Instance Document
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Exhibit No.
|
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Description of Exhibit
|
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101.SCH****
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XBRL Taxonomy Extension Schema Document
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101.CAL****
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF****
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB****
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XBRL Taxonomy Label Linkbase Document
|
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101.PRE****
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
|
|
|
Date: February 20, 2018
|
|
/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/ Jonathan P. Banas
|
|
Chief Financial Officer (Principal Financial Officer)
|
Jonathan P. Banas
|
|
|
|
|
|
/s/ Peter C. Brusate
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Peter C. Brusate
|
|
|
|
|
|
/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
|
|
|
|
|
|
/s/ Peifang Zhang
|
|
Director
|
Peifang Zhang
|
|
|
|
|
|
/s/ Jeffrey Edwards
|
|
10/31/2016
|
Jeffrey Edwards
Chairman and Chief Executive Officer
|
|
Date
|
Cooper-Standard Automotive Inc.
|
|
|
|
|
|
/s/ Song Lee
|
|
11/3/2016
|
Song Lee
|
|
Date
|
Executive Summary of Proposal and Selected Plan Information
|
|
Introduction:
|
On March 23, 2017, upon recommendation of the Compensation Committee, the Board approved the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan (the “Plan”), subject to stockholder approval at the 2017 Annual Meeting. The Plan will supersede the Cooper-Standard Holdings Inc. 2011 Omnibus incentive Plan (the “2011 Plan”), which is the only plan under which equity-based compensation may currently be awarded to our executives, non-employee directors, and other employees. Equity awards are also currently outstanding under the 2011 Plan and the Cooper-Standard Holdings Inc. 2010 Management Incentive Plan (together with the 2011 Plan, the “Prior Plans”). Awards currently outstanding under the Prior Plans will remain outstanding under the applicable Prior Plan in accordance with their terms.
We believe that the adoption of the Plan is necessary in order to allow us to continue to use equity awards, including performance awards. We believe that granting equity-based compensation to officers, other key employees and non-employee directors is an effective means to promote the future growth and development of the Company. Equity awards, among other things, further align the interests of award recipients with Company stockholders and enable the Company to attract and retain qualified personnel.
We also are requesting stockholder approval of the material terms of the Plan, including performance measures and individual award limits, to allow awards granted under the Plan that are intended to be “performance-based compensation” under Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code"), to be exempt from the tax deduction limits of Section 162(m) if they meet the other requirements of Section 162(m).
If the Plan is approved by our stockholders, the Plan will become effective on May 18, 2017 (the “Effective Date”), and no further awards will be made under the 2011 Plan. If our stockholders do not approve the Plan, the 2011 Plan will remain in effect in its current form, subject to its expiration date. However, there will be insufficient shares available under the 2011 Plan to make annual awards and to provide grants to new hires in the coming years. In this event, the Compensation Committee would be required to revise its compensation philosophy and devise other programs to attract, retain, and compensate its officers, non-employee directors, and key employees.
|
Proposed Share Reserve:
|
A total of 2,300,000 shares of common stock are reserved for awards granted under the Plan. The Plan’s reserve will be reduced by one (1) share for every one (1) share that is subject to an option or stock appreciation right granted under the 2011 Plan after March 31, 2017, and 2.50 shares for every one (1) share that is subject to an award other than an option or stock appreciation right (such award, a “full-value award”) granted under the 2011 Plan after March 31, 2017. In addition, to the extent that after March 31, 2017, outstanding awards under the Prior Plans expire or are terminated without the issuance of shares, or if such awards are settled in cash, or if shares are tendered or withheld for payment of taxes on full-value awards, then the shares subject to such awards will be added to the Plan’s reserve.
The Plan’s reserve will be reduced by one (1) share for every one (1) share that is subject to an option or stock appreciation right and 2.50 shares for every one (1) share that is subject to a full-value award.
|
Impact on Dilution and Fully-Diluted Overhang:
|
Our Board recognizes the impact of dilution on our stockholders and has evaluated this share request carefully in the context of the need to motivate, retain and ensure that our leadership team is focused on our strategic and long-term growth priorities.
The total fully-diluted overhang as of March 31, 2017, assuming that the entire share reserve is granted in stock options, would be 16.3% and the total fully-diluted overhang, assuming the share reserve is granted in full-value awards only, would be 10.5%. The Company’s historical practice, which is not currently expected to change, has been to grant a combination of stock options and full-value awards, resulting in overhang between these two levels. In this context, fully-diluted overhang is calculated as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and basic common shares outstanding, with all data effective as of March 31, 2017.
Our Board believes that the increase in shares of common stock available for issuance represents a reasonable amount of potential equity dilution given our strategic and long-term growth priorities.
|
Expected Duration of the Share Reserve:
|
We expect that the share reserve under the Plan, if this proposal is approved by our shareholders, will be sufficient for awards for approximately three years. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the Plan's reserve upon the awards' expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations.
|
Governance Highlights of Plan:
|
Our Plan incorporates certain governance best practices, including:
þ Minimum vesting period of one year from the date of grant for all equity-based awards granted under the Plan, with permitted exceptions up to 5% of the share reserve. þ No “liberal share recycling” of options or stock appreciation rights (“SARs”). þ No dividends or dividend equivalents on options or SARs. þ Dividends and dividend equivalent rights on all other awards are deferred until the restrictions imposed on such awards lapse. þ Minimum 100% fair market value exercise price for options and SARs. þ No “liberal” change of control definition and no automatic single-trigger acceleration on a change of control transaction. þ No repricing of options or SARs and no cash buyout of underwater options and SARs without stockholder approval, except for adjustments with respect to a change of control or an equitable adjustment in connection with certain corporate transactions. |
Date of Plan Expiration:
|
The Plan will terminate on May 18, 2027, unless terminated earlier by the Board, but awards granted prior to such date may be extended beyond that date.
|
|
2016
|
2015
|
2014
|
Stock Options/SARs Granted
|
155,100
|
202,100
|
167,200
|
Stock-Settled Time-Vested Restricted Shares/Units Granted*
|
148,418
|
174,389
|
130,956
|
Stock-Settled Performance-Based Stock Units Earned*
|
20,339
|
0
|
0
|
Weighted-Average Basic Common Shares Outstanding
|
17,459,710
|
17,212,607
|
16,695,356
|
|
|
•
|
Options for, and/or SARs with respect to, more than 400,000 shares of common stock;
|
•
|
Awards of restricted stock and/or restricted stock units relating to more than 200,000 shares of common stock;
|
•
|
Annual incentive award(s) having a cash payment value of more than $10,000,000 (which limit shall be proportionally reduced with respect to any performance period that is less than a whole year); and
|
•
|
Long-term incentive award(s) granted in respect of any period greater than one year, having a cash payment value of more than $10,000,000.
|
•
|
A stock option entitles a participant to purchase a specified number of shares of common stock at a specified exercise price, subject to such terms and conditions as the Compensation Committee may determine. An SAR entitles a participant to receive a payment measured by the excess of the fair market value of a specified number of shares of common stock on the date on which the participant exercises the SAR over a specified grant price, subject to such terms and conditions as the Compensation Committee may determine.
|
•
|
Except in the case of substitute awards granted in connection with a corporate transaction, the applicable exercise or grant price cannot be less than 100% of the fair market value of a share on the date of grant.
|
•
|
All options and SARs must terminate no later than ten years after the date of grant; provided, however, that (other than as would otherwise result in the violation of Section 409A of the Code), to the extent an option or SAR would expire at a time when the holder of such award is prohibited by applicable law or by the Company's insider trading policy from exercising the option or SAR (the "Closed Window Period"), then such option or SAR shall remain exercisable until the 30th day following the end of the Closed Window Period.
|
•
|
Options and SARs do not include dividend equivalent rights.
|
•
|
At the time of exercise, the option price must be paid in full in either cash, delivery of shares, by having the Company withhold a number of shares otherwise deliverable, or in a cashless exercise through a broker or similar arrangement, depending on the terms of the specific award agreement.
|
•
|
If an SAR is granted in relation to an option, then unless otherwise determined by the Compensation Committee, the SAR will be exercisable or will mature at the same time and on the same conditions that the related option may be exercised or mature. Upon exercise of any number of SARs, the number of shares subject to the related option will be reduced accordingly and such option may not be exercised with respect to that number of shares. The exercise of any number of options that relate to an SAR will likewise result in an equivalent reduction in the number of shares covered by the related SAR.
|
•
|
Subject to the adjustment provisions set forth in the Plan, the Compensation Committee will not, other than in connection with a change of control, take any of the following actions without the approval of the stockholders of the Company:
|
•
|
Reduce the purchase price or base price of any previously granted option or SAR;
|
•
|
Cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price; or
|
•
|
Cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the fair market value of a share of common stock on the date of such cancellation.
|
•
|
Restricted stock awards are shares of common stock that are issued to a participant subject to transfer and other restrictions as the Compensation Committee may determine, such as the continued employment of the participant. RSU awards entitle the participant to receive a payment in cash or shares of common stock equal to the fair market value of one share of common stock, subject to certain restrictions as the committee may determine (such as continued employment or meeting certain performance goals).
|
•
|
Restricted stock and restricted stock units may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated unless and until the applicable restrictions determined by the Compensation Committee and as set forth in the applicable award agreement have lapsed.
|
•
|
Subject to the terms of the Plan, the Compensation Committee may grant to participants other types of awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, shares, either alone or in addition to or in conjunction with other awards, and payable in shares or in cash.
|
•
|
The Compensation Committee will determine all terms and conditions of the awards; provided that any award that provides for purchase rights will be priced at no less than 100% of the fair market value of the underlying shares on the grant date of the award.
|
•
|
Subject to the terms of the Plan, the Compensation Committee will determine all terms and conditions of an annual incentive award, including but not limited to the performance goals, performance period, the potential amount payable, the type of payment, and the timing of payment.
|
•
|
However, the Compensation Committee must require that payment of all or any portion of the amount subject to the annual incentive award is contingent on the achievement or partial achievement of one or more performance goals during the period the Compensation Committee specifies, subject to qualifications as set forth in the Plan.
|
•
|
The Compensation Committee may determine the payment method of these awards, including allowing for an election between payment methods by the participant.
|
•
|
Subject to the terms of the Plan, the Compensation Committee will determine all terms and conditions of a long-term incentive award, including but not limited to the performance goals, performance period, the potential amount payable, the type of payment, and the timing of payment.
|
•
|
However, payment of any amount subject to long-term incentive award is contingent on the achievement or partial achievement of one or more performance goals during the applicable period.
|
•
|
The performance period must relate to a period of more than one fiscal year of the Company, with an exception for new employees.
|
•
|
The Compensation Committee may determine the payment method of these awards, including allowing for an election between payment methods by the 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 Chongqing Automotive Co., Ltd.
|
China
|
Cooper Standard INOAC Automotive (Huai'an) Co Ltd
|
China
|
Cooper Standard Sealing (Guangzou) Co. Ltd. (51%)
|
China
|
Cooper Standard Sealing (Huai'an) Co. Ltd. (70%)
|
China
|
Cooper Standard Sealing (Shanghai) Co., Ltd. (95%)
|
China
|
Cooper-Standard Automotive (Changchun) Co., Ltd.
|
China
|
Cooper-Standard Automotive (Kunshan) Co., Ltd.
|
China
|
Cooper-Standard Automotive (Suzhou) Co., Ltd.
|
China
|
Cooper-Standard Fluid Systems (Kunshan) Co. Ltd.
|
China
|
Cooper-Standard Investment Co., Ltd.
|
China
|
Cooper-Standard Sealing (Shenyang) Co. Ltd.
|
China
|
Shanghai Jyco Sealing Products Co., Ltd.
|
China
|
Shanghai Shumi Automotive Parts Co., Ltd.
|
China
|
Cooper-Standard Automotive Ceska Republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive FHS Ceska republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive France S.A.S.
|
France
|
Cooper-Standard France SAS
|
France
|
Cooper Standard GmbH
|
Germany
|
Cooper Standard Service 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 Limited
|
India
|
Polyrub Cooper Standard FTS Private Ltd. (35%)
|
India
|
Sujan Cooper Standard AVS Private Limited (50%)
|
India
|
Cooper-Standard Automotive Italy S.p.A.
|
Italy
|
Cooper-Standard Automotive Italy Service SRL
|
Italy
|
Cooper-Standard Automotive Japan K.K.
|
Japan
|
Cooper Standard Automotive Korea Inc.
|
Korea
|
Cooper Standard 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
|
(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 Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan,
|
(3)
|
Registration Statement (Form S-3 File No. 333-189981) of Cooper-Standard Holdings Inc., and
|
(4)
|
Registration Statement (Form S-8 File No. 333-218127) pertaining to the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan;
|
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 20, 2018
|
|
/s/ Jeffrey S. Edwards
|
|
|
Jeffrey S. Edwards
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
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)
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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 likely 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 control 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 20, 2018
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/s/ Jonathan P. Banas
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Jonathan P. Banas
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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 20, 2018
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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/ Jonathan P. Banas
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Jonathan P. Banas
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Chief Financial Officer
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(Principal Financial Officer)
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