|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-1945088
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
|
|
Page
|
PART I
|
||
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
||
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
|
||
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
||
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Signatures
|
Voice of the Customer:
|
We design and develop our products to meet the current and future needs of our customers. We listen intently and adjust to customer feedback to ensure we are consistently providing customer-focused products while meeting their evolving needs.
|
|
|
Superior Products:
|
With a focus on our core products, we provide customers with market-leading solutions with predicable quality that meet or exceed their expectations.
|
|
|
World-Class Operations:
|
We are committed to sustained excellence through the Cooper Standard Operating System (“CSOS”), our customized set of global best business practices that drives our global success. We will continue to optimize performance on a global scale to achieve our Top 30 / Top 5 mission.
|
|
|
Engaged Employees:
|
Our employees are the foundation of the Company and the key factor of our success. Committed to excellence and driven to succeed, our employees are focused on the Company’s overall vision and strategy.
|
CSOS Function
|
Strategic Focus
|
World-Class Safety
|
Implement globally consistent measurement system with zero incidents goal.
|
World-Class Operations
|
Optimize global performance by implementing best business practices across the organization.
|
Continuous Improvement
|
Implement lean manufacturing tools across all facilities to achieve cost savings and increased performance.
|
Supply Chain
|
Develop strategic supply base to effectively leverage scale and optimize supplier quality.
|
Innovation
|
Focused innovation processes to create breakthrough technologies for market differentiation.
|
Global Program Management
|
Ensure consistent and flawless product launch process across all regions.
|
Product Engineering
|
Ensure global best practice tools are utilized to design optimized products and processes.
|
Information Technology
|
Implement common systems to effectively communicate information throughout the business.
|
Quality
|
Ensure product and service best-in-class quality through global best practice design and process standards.
|
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%
|
Year
|
|
Amount
|
|
Percentage of Sales
|
|||
(Dollar amounts in thousands)
|
|||||||
2016
|
|
$
|
117,791
|
|
|
3.4
|
%
|
2017
|
|
$
|
127,974
|
|
|
3.5
|
%
|
2018
|
|
$
|
122,529
|
|
|
3.4
|
%
|
•
|
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
;
|
•
|
political, economic and regulatory uncertainty as a result of the United Kingdom’s pending withdrawal from the European Union (“Brexit”), including with respect to potential import/export restrictions that would affect products we ship to U.K. customers primarily from continental Europe;
|
•
|
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)
|
|
40
|
|
|
23
|
|
|
|
Other
(b)
|
|
21
|
|
|
—
|
|
Asia Pacific
|
|
Manufacturing
(a)
|
|
34
|
|
|
10
|
|
|
|
Other
(b)
|
|
11
|
|
|
—
|
|
Europe
|
|
Manufacturing
(a)
|
|
26
|
|
|
15
|
|
|
|
Other
(b)
|
|
22
|
|
|
—
|
|
South America
|
|
Manufacturing
(a)
|
|
4
|
|
|
1
|
|
|
|
Other
(b)
|
|
1
|
|
|
—
|
|
(a)
|
Includes multi-activity sites which are predominantly manufacturing.
|
(b)
|
Includes design, engineering, administrative and logistics locations.
|
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
(2)
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
|
||||||
October 1, 2018 through October 31, 2018
|
|
1,215
|
|
|
$
|
105.81
|
|
|
—
|
|
|
$
|
151.7
|
|
November 1, 2018 through November 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
151.7
|
|
December 1, 2018 through December 31, 2018
|
|
255,005
|
|
|
$
|
66.80
|
|
|
255,005
|
|
|
$
|
134.7
|
|
Total
|
|
256,220
|
|
|
|
|
|
255,005
|
|
|
$
|
134.7
|
|
|
|
Ticker
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/30/2016*
|
|
12/29/2017*
|
|
12/31/2018
|
||||||||||||
Cooper-Standard Holdings Inc.
|
|
CPS
|
|
$
|
100.00
|
|
|
$
|
117.86
|
|
|
$
|
157.99
|
|
|
$
|
210.51
|
|
|
$
|
249.44
|
|
|
$
|
126.49
|
|
S&P 500
|
|
SPX
|
|
$
|
100.00
|
|
|
$
|
111.30
|
|
|
$
|
112.62
|
|
|
$
|
125.98
|
|
|
$
|
153.03
|
|
|
$
|
146.20
|
|
S&P Supercomposite Auto Parts & Equipment Index
|
|
S15AUTP
|
|
$
|
100.00
|
|
|
$
|
102.02
|
|
|
$
|
95.21
|
|
|
$
|
100.51
|
|
|
$
|
131.95
|
|
|
$
|
91.05
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollar amounts in millions except per share amounts)
|
||||||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,629.3
|
|
|
$
|
3,618.1
|
|
|
$
|
3,472.9
|
|
|
$
|
3,342.8
|
|
|
$
|
3,244.0
|
|
Net income
|
104.6
|
|
(1)
|
138.6
|
|
|
140.4
|
|
|
111.8
|
|
|
45.5
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
107.8
|
|
(1)
|
135.3
|
|
|
139.0
|
|
|
111.9
|
|
|
42.8
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
6.02
|
|
|
$
|
7.61
|
|
|
$
|
7.96
|
|
|
$
|
6.50
|
|
|
$
|
2.56
|
|
Diluted
|
$
|
5.89
|
|
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
$
|
6.08
|
|
|
$
|
2.39
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
265.0
|
|
|
$
|
516.0
|
|
|
$
|
480.1
|
|
|
$
|
378.2
|
|
|
$
|
267.3
|
|
Net working capital
(2)
|
237.0
|
|
|
118.8
|
|
|
90.2
|
|
|
175.3
|
|
|
294.3
|
|
|||||
Total assets
|
2,623.1
|
|
|
2,725.6
|
|
|
2,491.7
|
|
|
2,304.3
|
|
|
2,125.6
|
|
|||||
Total non-current liabilities
|
947.3
|
|
|
1,043.6
|
|
|
1,010.6
|
|
|
1,008.1
|
|
|
1,044.9
|
|
|||||
Total debt
(3)
|
831.1
|
|
|
758.2
|
|
|
762.9
|
|
|
777.9
|
|
|
778.7
|
|
|||||
Total equity
|
859.5
|
|
|
855.1
|
|
|
721.8
|
|
|
614.8
|
|
|
548.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
149.4
|
|
|
$
|
313.1
|
|
|
$
|
365.5
|
|
|
$
|
270.4
|
|
|
$
|
171.0
|
|
Investing activities
|
(383.0
|
)
|
|
(200.6
|
)
|
|
(198.3
|
)
|
|
(166.4
|
)
|
|
(157.4
|
)
|
|||||
Financing activities
|
(14.4
|
)
|
|
(75.5
|
)
|
|
(62.9
|
)
|
|
(11.6
|
)
|
|
49.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, including other intangible assets
|
$
|
218.1
|
|
|
$
|
186.8
|
|
|
$
|
164.4
|
|
|
$
|
166.3
|
|
|
$
|
192.1
|
|
(In millions of units)
|
2019
(1)
|
|
2018
(1)
|
|
2017
(1)
|
|
Projected % Change 2018-2019
|
|
% Change 2017-2018
|
||
North America
|
16.9
|
|
17.0
|
|
17.1
|
|
(0.5
|
)%
|
|
(0.6
|
)%
|
Europe
|
21.9
|
|
21.9
|
|
22.2
|
|
—
|
%
|
|
(1.2
|
)%
|
Asia Pacific
(2)
|
50.3
|
|
49.4
|
|
50.0
|
|
1.9
|
%
|
|
(1.2
|
)%
|
South America
|
3.6
|
|
3.4
|
|
3.3
|
|
6.5
|
%
|
|
3.1
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
4.25
|
%
|
|
2.34
|
%
|
Rate of compensation increase
|
N/A
|
|
|
2.99
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
3.55
|
%
|
|
2.17
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
5.82
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.17
|
%
|
Change in assumption
|
Impact on 2019 net periodic benefit cost
|
|
Impact on PBO as of December 31, 2018
|
|
1% increase in discount rate
|
- $1.5 million
|
|
- $49.9 million
|
|
1% decrease in discount rate
|
+ $1.6 million
|
|
+ $61.1 million
|
|
1% increase in expected return on plan assets
|
- $3.0 million
|
|
—
|
|
1% decrease in expected return on plan assets
|
+ $3.0 million
|
|
—
|
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2018
|
1% increase in health care cost trend rate
|
+ $0.3 million
|
|
+ $4.0 million
|
1% decrease in health care cost trend rate
|
- $0.2 million
|
|
- $3.2 million
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
vs.
2017
|
|
2017
vs.
2016
|
||||||||||
|
(Dollar amounts in thousands)
|
||||||||||||||||||
Sales
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
11,167
|
|
|
$
|
145,235
|
|
Cost of products sold
|
3,075,737
|
|
|
2,946,687
|
|
|
2,808,115
|
|
|
129,050
|
|
|
138,572
|
|
|||||
Gross profit
|
553,556
|
|
|
671,439
|
|
|
664,776
|
|
|
(117,883
|
)
|
|
6,663
|
|
|||||
Selling, administration & engineering expenses
|
314,805
|
|
|
340,963
|
|
|
356,647
|
|
|
(26,158
|
)
|
|
(15,684
|
)
|
|||||
Amortization of intangibles
|
14,844
|
|
|
14,056
|
|
|
13,566
|
|
|
788
|
|
|
490
|
|
|||||
Gain on sale of land
|
(10,377
|
)
|
|
—
|
|
|
—
|
|
|
(10,377
|
)
|
|
—
|
|
|||||
Goodwill impairment charges
|
45,281
|
|
|
—
|
|
|
—
|
|
|
45,281
|
|
|
—
|
|
|||||
Other impairment charges
|
43,706
|
|
|
14,763
|
|
|
1,273
|
|
|
28,943
|
|
|
13,490
|
|
|||||
Restructuring charges
|
29,722
|
|
|
35,137
|
|
|
46,031
|
|
|
(5,415
|
)
|
|
(10,894
|
)
|
|||||
Other operating loss
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
(155
|
)
|
|||||
Operating profit
|
115,575
|
|
|
266,520
|
|
|
247,104
|
|
|
(150,945
|
)
|
|
19,416
|
|
|||||
Interest expense, net of interest income
|
(41,004
|
)
|
|
(42,112
|
)
|
|
(41,389
|
)
|
|
1,108
|
|
|
(723
|
)
|
|||||
Equity in earnings of affiliates
|
6,718
|
|
|
5,519
|
|
|
7,877
|
|
|
1,199
|
|
|
(2,358
|
)
|
|||||
Loss on refinancing and extinguishment of debt
|
(770
|
)
|
|
(1,020
|
)
|
|
(5,104
|
)
|
|
250
|
|
|
4,084
|
|
|||||
Other expense, net
|
(5,613
|
)
|
|
(15,807
|
)
|
|
(13,728
|
)
|
|
10,194
|
|
|
(2,079
|
)
|
|||||
Income before income taxes
|
74,906
|
|
|
213,100
|
|
|
194,760
|
|
|
(138,194
|
)
|
|
18,340
|
|
|||||
Income tax (benefit) expense
|
(29,683
|
)
|
|
74,527
|
|
|
54,321
|
|
|
(104,210
|
)
|
|
20,206
|
|
|||||
Net income
|
104,589
|
|
|
138,573
|
|
|
140,439
|
|
|
(33,984
|
)
|
|
(1,866
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
3,177
|
|
|
(3,270
|
)
|
|
(1,451
|
)
|
|
6,447
|
|
|
(1,819
|
)
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
107,766
|
|
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
$
|
(27,537
|
)
|
|
$
|
(3,685
|
)
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Other**
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Total sales
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
11,167
|
|
|
|
$
|
(77,650
|
)
|
|
$
|
41,588
|
|
|
$
|
47,229
|
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost Increases / (Decreases)
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Cost of products sold
|
$
|
3,075,737
|
|
|
$
|
2,946,687
|
|
|
$
|
129,050
|
|
|
|
$
|
48,428
|
|
|
$
|
29,668
|
|
|
$
|
50,954
|
|
Gross profit
|
553,556
|
|
|
671,439
|
|
|
(117,883
|
)
|
|
|
(126,078
|
)
|
|
11,920
|
|
|
(3,725
|
)
|
||||||
Gross profit percentage of sales
|
15.3
|
%
|
|
18.6
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost Increases / (Decreases)
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Cost of products sold
|
$
|
2,946,687
|
|
|
$
|
2,808,115
|
|
|
$
|
138,572
|
|
|
|
$
|
104,025
|
|
|
$
|
12,511
|
|
|
$
|
22,036
|
|
Gross profit
|
671,439
|
|
|
664,776
|
|
|
6,663
|
|
|
|
(41,549
|
)
|
|
13,769
|
|
|
34,443
|
|
||||||
Gross profit percentage of sales
|
18.6
|
%
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix
*
|
|
Foreign Exchange
|
|
Other
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
1,924,717
|
|
|
$
|
1,882,670
|
|
|
$
|
42,047
|
|
|
|
$
|
709
|
|
|
$
|
(780
|
)
|
|
$
|
42,118
|
|
Europe
|
1,030,102
|
|
|
1,043,738
|
|
|
(13,636
|
)
|
|
|
(40,747
|
)
|
|
48,937
|
|
|
(21,826
|
)
|
||||||
Asia Pacific
|
576,411
|
|
|
585,161
|
|
|
(8,750
|
)
|
|
|
(42,959
|
)
|
|
7,272
|
|
|
26,937
|
|
||||||
South America
|
98,063
|
|
|
106,557
|
|
|
(8,494
|
)
|
|
|
5,347
|
|
|
(13,841
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
11,167
|
|
|
|
$
|
(77,650
|
)
|
|
$
|
41,588
|
|
|
$
|
47,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The impact of foreign currency exchange primarily related to the Euro, Chinese Renminbi and the Brazilian Real.
|
•
|
Other includes the net impact of acquisitions and divestitures.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix
*
|
|
Foreign Exchange
|
|
Cost (Increases) / Decreases
|
|
Other
|
||||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
224,578
|
|
|
$
|
236,165
|
|
|
$
|
(11,587
|
)
|
|
|
$
|
(41,690
|
)
|
|
$
|
(319
|
)
|
|
$
|
25,137
|
|
|
$
|
5,285
|
|
Europe
|
(63,259
|
)
|
|
(18,872
|
)
|
|
(44,387
|
)
|
|
|
(49,964
|
)
|
|
4,157
|
|
|
14,856
|
|
|
(13,436
|
)
|
|||||||
Asia Pacific
|
(75,189
|
)
|
|
9,943
|
|
|
(85,132
|
)
|
|
|
(37,189
|
)
|
|
3,119
|
|
|
(3,140
|
)
|
|
(47,922
|
)
|
|||||||
South America
|
(11,224
|
)
|
|
(14,136
|
)
|
|
2,912
|
|
|
|
2,765
|
|
|
(3,240
|
)
|
|
(1,943
|
)
|
|
5,330
|
|
|||||||
Consolidated income before income taxes
|
$
|
74,906
|
|
|
$
|
213,100
|
|
|
$
|
(138,194
|
)
|
|
|
$
|
(126,078
|
)
|
|
$
|
3,717
|
|
|
$
|
34,910
|
|
|
$
|
(50,743
|
)
|
•
|
Volume / Mix includes changes in vehicle production volumes and shifts in consumer demand for specific vehicles particularly in Europe and China.
|
•
|
The favorable impact of foreign currency exchange was primarily driven by the Euro and Chinese Renminbi, partially offset by the Polish Zloty, the Czech Koruna and the Brazilian Real.
|
•
|
The Cost (Increases) / Decreases category above includes:
|
◦
|
The increase in material cost pressure and wage inflation;
|
◦
|
Net operational efficiencies of $80.2 million primarily driven by our North America and Europe segments; and
|
◦
|
The decrease in selling, administrative and engineering expense, due to lower compensation-related costs and efficiencies related to cost improvement initiatives.
|
•
|
The Other category above includes changes in the net impact of acquisitions and divestitures, minority interest, restructuring expense and non-recurring items, including:
|
◦
|
The $74.2 million increase in impairment charges: $38.9 million in the Asia Pacific segment, $37.2 million in the Europe segment, partially offset by the non-recurrence of prior period charges of $1.9 million in the North America segment; and
|
◦
|
The gain of $10.4 million related to the sale of land in our Europe segment in 2018;
|
◦
|
The non-recurrence of the prior period pension settlement charges of $5.9 million in our Europe segment and the foreign tax amnesty program expense of $4.6 million in our South America segment;
|
◦
|
The $5.4 million decrease in restructuring expenses primarily related to our Europe segment, partially offset by an increase in the Asia Pacific segment.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
Volume / Mix
*
|
|
Foreign Exchange
|
|
Other
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
1,882,670
|
|
|
$
|
1,816,486
|
|
|
$
|
66,184
|
|
|
|
$
|
13,183
|
|
|
$
|
3,685
|
|
|
$
|
49,316
|
|
Europe
|
1,043,738
|
|
|
1,031,538
|
|
|
12,200
|
|
|
|
17,572
|
|
|
18,934
|
|
|
(24,306
|
)
|
||||||
Asia Pacific
|
585,161
|
|
|
540,684
|
|
|
44,477
|
|
|
|
16,651
|
|
|
(3,643
|
)
|
|
31,469
|
|
||||||
South America
|
106,557
|
|
|
84,183
|
|
|
22,374
|
|
|
|
15,070
|
|
|
7,304
|
|
|
—
|
|
||||||
Consolidated
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
$
|
145,235
|
|
|
|
$
|
62,476
|
|
|
$
|
26,280
|
|
|
$
|
56,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The impact of foreign currency exchange primarily related to the Euro, the Brazilian Real and the Chinese Renminbi.
|
•
|
Other includes the net impact of acquisitions and divestitures.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost (Increases) / Decreases
|
|
Other
|
||||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
236,165
|
|
|
$
|
219,744
|
|
|
$
|
16,421
|
|
|
|
$
|
(34,905
|
)
|
|
$
|
11,257
|
|
|
$
|
34,026
|
|
|
$
|
6,043
|
|
Europe
|
(18,872
|
)
|
|
(15,989
|
)
|
|
(2,883
|
)
|
|
|
(5,725
|
)
|
|
(7,476
|
)
|
|
6,089
|
|
|
4,229
|
|
|||||||
Asia Pacific
|
9,943
|
|
|
9,206
|
|
|
737
|
|
|
|
(5,204
|
)
|
|
729
|
|
|
6,642
|
|
|
(1,430
|
)
|
|||||||
South America
|
(14,136
|
)
|
|
(18,201
|
)
|
|
4,065
|
|
|
|
4,285
|
|
|
232
|
|
|
4,932
|
|
|
(5,384
|
)
|
|||||||
Consolidated income before income taxes
|
$
|
213,100
|
|
|
$
|
194,760
|
|
|
$
|
18,340
|
|
|
|
$
|
(41,549
|
)
|
|
$
|
4,742
|
|
|
$
|
51,689
|
|
|
$
|
3,458
|
|
•
|
The favorable impact of foreign currency exchange impact was primarily driven by the Canadian Dollar, partially offset by the Euro.
|
•
|
The Cost (Increases) / Decreases category above includes:
|
◦
|
Net operational efficiencies of $61.4 million primarily driven by our North America and Europe segments;
|
◦
|
The decrease in selling, administrative and engineering expense due to lower compensation-related costs and efficiencies related to cost improvement initiatives; and
|
◦
|
The increase in wage inflation and the increase in material cost pressure.
|
•
|
The Other category above includes changes in the net impact of acquisitions and divestitures, restructuring expense and non-recurring items, including:
|
◦
|
The pension settlement charges of $5.9 million in our Europe segment;
|
◦
|
The $13.5 million increase in impairment charges: $6.3 million in the Europe segment, $5.3 million in the Asia Pacific segment and $1.9 million in the North America segment; and
|
◦
|
The $10.9 million decrease in restructuring expenses primarily related to our Europe segment, partially offset by higher restructuring charges in our North America segment.
|
•
|
in the case of borrowings by U.S. Borrower, London Inter-Bank Offered Rate (“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
|
$
|
831.1
|
|
|
$
|
101.3
|
|
|
$
|
6.8
|
|
|
$
|
323.0
|
|
|
$
|
400.0
|
|
Interest on debt obligations
|
258.1
|
|
|
42.7
|
|
|
76.5
|
|
|
71.4
|
|
|
67.5
|
|
|||||
Operating lease obligations
|
183.1
|
|
|
33.6
|
|
|
49.4
|
|
|
32.0
|
|
|
68.1
|
|
|||||
Capital lease obligations
|
35.5
|
|
|
2.6
|
|
|
5.6
|
|
|
4.9
|
|
|
22.4
|
|
|||||
Total
|
$
|
1,307.8
|
|
|
$
|
180.2
|
|
|
$
|
138.3
|
|
|
$
|
431.3
|
|
|
$
|
558.0
|
|
•
|
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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollar amounts in thousands)
|
||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
107,766
|
|
|
$
|
135,303
|
|
|
$
|
138,988
|
|
Income tax expense
|
(29,683
|
)
|
|
74,527
|
|
|
54,321
|
|
|||
Interest expense, net of interest income
|
41,004
|
|
|
42,112
|
|
|
41,389
|
|
|||
Depreciation and amortization
|
146,698
|
|
|
138,088
|
|
|
122,660
|
|
|||
EBITDA
|
$
|
265,785
|
|
|
$
|
390,030
|
|
|
$
|
357,358
|
|
Other impairment charges
(1)
|
43,706
|
|
|
14,763
|
|
|
1,273
|
|
|||
Goodwill impairment charges
(2)
|
39,818
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
(3)
|
29,722
|
|
|
35,137
|
|
|
46,031
|
|
|||
Gain on sale of land
(4)
|
(10,377
|
)
|
|
—
|
|
|
—
|
|
|||
Project costs
(5)
|
4,881
|
|
|
—
|
|
|
—
|
|
|||
Amortization of inventory write-up
(6)
|
1,460
|
|
|
—
|
|
|
—
|
|
|||
Settlement charges
(7)
|
775
|
|
|
6,427
|
|
|
281
|
|
|||
Loss on refinancing and extinguishment of debt
(8)
|
770
|
|
|
1,020
|
|
|
5,104
|
|
|||
Foreign tax amnesty program
(9)
|
—
|
|
|
4,623
|
|
|
—
|
|
|||
Secondary offering underwriting fees and other expenses
(10)
|
—
|
|
|
—
|
|
|
6,500
|
|
|||
Other
|
—
|
|
|
—
|
|
|
155
|
|
|||
Adjusted EBITDA
|
$
|
376,540
|
|
|
$
|
452,000
|
|
|
$
|
416,702
|
|
(1)
|
Other non-cash impairment charges in 2018 related to intangible assets of
$791
and fixed assets of
$42,915
. Impairment charges in 2017 and 2016 related to fixed assets of
$14,763
and
$1,273
, respectively.
|
(2)
|
Non-cash goodwill impairment charges in 2018 related to impairments at our Europe and Asia Pacific reporting units, net of approximately
$5,463
attributable to our noncontrolling interests.
|
(3)
|
Includes non-cash impairment charges related to restructuring.
|
(4)
|
Gain on sale of land in Europe that was contemplated in conjunction with our restructuring plan. See Note 7. “Restructuring” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
|
(5)
|
Project costs related to acquisitions and planned divestiture.
|
(6)
|
Amortization of write-up of inventory to fair value for the 2018 acquisitions.
|
(7)
|
Non-cash settlement charges incurred related to certain of our non-U.S. pension plans.
|
(8)
|
Loss on refinancing and extinguishment of debt relating to the March 2018 amendment and May 2017 amendment of the Term Loan Facility and the refinancing of our Term Loan Facility in 2016.
|
(9)
|
Relates to indirect taxes recorded in cost of products sold.
|
(10)
|
Fees and other expenses associated with the March 2016 secondary offering.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
10% strengthening of U.S. Dollar
|
|
+ $0.9 million
|
|
- $10.0 million
|
10% weakening of U.S. Dollar
|
|
+ $2.1 million
|
|
+ $12.9 million
|
|
|
|
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, 2018, 2017 and 2016
|
|
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated balance sheets as of December 31, 2018 and December 31, 2017
|
|
Consolidated statements of changes in equity for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016
|
|
Notes to consolidated financial statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
Cost of products sold
|
3,075,737
|
|
|
2,946,687
|
|
|
2,808,115
|
|
|||
Gross profit
|
553,556
|
|
|
671,439
|
|
|
664,776
|
|
|||
Selling, administration & engineering expenses
|
314,805
|
|
|
340,963
|
|
|
356,647
|
|
|||
Amortization of intangibles
|
14,844
|
|
|
14,056
|
|
|
13,566
|
|
|||
Gain on sale of land
|
(10,377
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment charges
|
45,281
|
|
|
—
|
|
|
—
|
|
|||
Other impairment charges
|
43,706
|
|
|
14,763
|
|
|
1,273
|
|
|||
Restructuring charges
|
29,722
|
|
|
35,137
|
|
|
46,031
|
|
|||
Other operating loss
|
—
|
|
|
—
|
|
|
155
|
|
|||
Operating profit
|
115,575
|
|
|
266,520
|
|
|
247,104
|
|
|||
Interest expense, net of interest income
|
(41,004
|
)
|
|
(42,112
|
)
|
|
(41,389
|
)
|
|||
Equity in earnings of affiliates
|
6,718
|
|
|
5,519
|
|
|
7,877
|
|
|||
Loss on refinancing and extinguishment of debt
|
(770
|
)
|
|
(1,020
|
)
|
|
(5,104
|
)
|
|||
Other expense, net
|
(5,613
|
)
|
|
(15,807
|
)
|
|
(13,728
|
)
|
|||
Income before income taxes
|
74,906
|
|
|
213,100
|
|
|
194,760
|
|
|||
Income tax (benefit) expense
|
(29,683
|
)
|
|
74,527
|
|
|
54,321
|
|
|||
Net income
|
104,589
|
|
|
138,573
|
|
|
140,439
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
3,177
|
|
|
(3,270
|
)
|
|
(1,451
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
107,766
|
|
|
$
|
135,303
|
|
|
$
|
138,988
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.02
|
|
|
$
|
7.61
|
|
|
$
|
7.96
|
|
Diluted
|
$
|
5.89
|
|
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
104,589
|
|
|
$
|
138,573
|
|
|
$
|
140,439
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Currency translation adjustment
|
(47,397
|
)
|
|
49,600
|
|
|
(13,930
|
)
|
|||
Benefit plan liabilities adjustment, net of tax
|
4,943
|
|
|
(3,137
|
)
|
|
(13,488
|
)
|
|||
Fair value change of derivatives, net of tax
|
1,009
|
|
|
73
|
|
|
810
|
|
|||
Other comprehensive income (loss), net of tax
|
(41,445
|
)
|
|
46,536
|
|
|
(26,608
|
)
|
|||
Comprehensive income
|
63,144
|
|
|
185,109
|
|
|
113,831
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
4,804
|
|
|
(4,874
|
)
|
|
(341
|
)
|
|||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
67,948
|
|
|
$
|
180,235
|
|
|
$
|
113,490
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
264,980
|
|
|
$
|
515,952
|
|
Accounts receivable, net
|
418,607
|
|
|
494,049
|
|
||
Tooling receivable
|
141,106
|
|
|
112,561
|
|
||
Inventories
|
175,572
|
|
|
170,196
|
|
||
Prepaid expenses
|
36,878
|
|
|
33,205
|
|
||
Other current assets
|
108,683
|
|
|
100,778
|
|
||
Assets held for sale
|
103,898
|
|
|
—
|
|
||
Total current assets
|
1,249,724
|
|
|
1,426,741
|
|
||
Property, plant and equipment, net
|
984,241
|
|
|
952,178
|
|
||
Goodwill
|
143,681
|
|
|
171,852
|
|
||
Intangible assets, net
|
99,602
|
|
|
69,091
|
|
||
Deferred tax assets
|
70,007
|
|
|
33,834
|
|
||
Other assets
|
75,848
|
|
|
71,952
|
|
||
Total assets
|
$
|
2,623,103
|
|
|
$
|
2,725,648
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
101,323
|
|
|
$
|
34,921
|
|
Accounts payable
|
452,320
|
|
|
523,296
|
|
||
Payroll liabilities
|
92,604
|
|
|
123,090
|
|
||
Accrued liabilities
|
98,907
|
|
|
145,650
|
|
||
Liabilities held for sale
|
71,195
|
|
|
—
|
|
||
Total current liabilities
|
816,349
|
|
|
826,957
|
|
||
Long-term debt
|
729,805
|
|
|
723,325
|
|
||
Pension benefits
|
138,771
|
|
|
180,173
|
|
||
Postretirement benefits other than pensions
|
40,901
|
|
|
61,921
|
|
||
Deferred tax liabilities
|
8,233
|
|
|
9,511
|
|
||
Other liabilities
|
29,542
|
|
|
68,672
|
|
||
Total liabilities
|
1,763,601
|
|
|
1,870,559
|
|
||
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; 19,620,546 shares issued and 17,554,737 outstanding as of December 31, 2018 and 19,920,805 shares issued and 17,914,599 outstanding as of December 31, 2017
|
17
|
|
|
18
|
|
||
Additional paid-in capital
|
501,511
|
|
|
512,815
|
|
||
Retained earnings
|
576,025
|
|
|
511,367
|
|
||
Accumulated other comprehensive loss
|
(246,088
|
)
|
|
(197,631
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
831,465
|
|
|
826,569
|
|
||
Noncontrolling interests
|
28,037
|
|
|
28,520
|
|
||
Total equity
|
859,502
|
|
|
855,089
|
|
||
Total liabilities and equity
|
$
|
2,623,103
|
|
|
$
|
2,725,648
|
|
|
Total Equity
|
||||||||||||||||||||||
|
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, 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
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
—
|
|
8,639
|
|
(8,639
|
)
|
—
|
|
—
|
|
—
|
|
|||||||
Repurchase of common stock
|
(549,019
|
)
|
(1
|
)
|
(14,259
|
)
|
(46,306
|
)
|
—
|
|
(60,566
|
)
|
—
|
|
(60,566
|
)
|
|||||||
Share-based compensation, net
|
189,157
|
|
—
|
|
5,637
|
|
(5,441
|
)
|
—
|
|
196
|
|
—
|
|
196
|
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
(2,682
|
)
|
—
|
|
—
|
|
(2,682
|
)
|
312
|
|
(2,370
|
)
|
|||||||
Contribution from noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,377
|
|
1,377
|
|
|||||||
Acquisition
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,246
|
|
6,246
|
|
|||||||
Dividends declared to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,614
|
)
|
(3,614
|
)
|
|||||||
Net income for 2018
|
—
|
|
—
|
|
—
|
|
107,766
|
|
—
|
|
107,766
|
|
(3,177
|
)
|
104,589
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,818
|
)
|
(39,818
|
)
|
(1,627
|
)
|
(41,445
|
)
|
|||||||
Balance as of December 31, 2018
|
17,554,737
|
|
$
|
17
|
|
$
|
501,511
|
|
$
|
576,025
|
|
$
|
(246,088
|
)
|
$
|
831,465
|
|
$
|
28,037
|
|
$
|
859,502
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
104,589
|
|
|
$
|
138,573
|
|
|
$
|
140,439
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
131,854
|
|
|
124,032
|
|
|
109,094
|
|
|||
Amortization of intangibles
|
14,844
|
|
|
14,056
|
|
|
13,566
|
|
|||
Gain on sale of land
|
(10,377
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment charges
|
88,987
|
|
|
14,763
|
|
|
1,273
|
|
|||
Share-based compensation expense
|
8,520
|
|
|
24,963
|
|
|
24,032
|
|
|||
Equity in earnings, net of dividends related to earnings
|
(1,856
|
)
|
|
(137
|
)
|
|
(4,855
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
770
|
|
|
1,020
|
|
|
5,104
|
|
|||
Deferred income taxes
|
(40,721
|
)
|
|
11,076
|
|
|
9,082
|
|
|||
Other
|
2,652
|
|
|
1,286
|
|
|
1,591
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and tooling receivable
|
17,916
|
|
|
(26,428
|
)
|
|
(579
|
)
|
|||
Inventories
|
1,410
|
|
|
(13,929
|
)
|
|
6,651
|
|
|||
Prepaid expenses
|
(4,647
|
)
|
|
5,981
|
|
|
(7,010
|
)
|
|||
Accounts payable
|
(32,502
|
)
|
|
11,415
|
|
|
70,066
|
|
|||
Payroll and accrued liabilities
|
(65,646
|
)
|
|
8,879
|
|
|
5,612
|
|
|||
Other
|
(66,405
|
)
|
|
(2,444
|
)
|
|
(8,595
|
)
|
|||
Net cash provided by operating activities
|
149,388
|
|
|
313,106
|
|
|
365,471
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(218,071
|
)
|
|
(186,795
|
)
|
|
(164,368
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(171,653
|
)
|
|
(478
|
)
|
|
(37,478
|
)
|
|||
Cash from consolidation of joint venture
|
—
|
|
|
—
|
|
|
3,395
|
|
|||
Other
|
6,733
|
|
|
(13,349
|
)
|
|
185
|
|
|||
Net cash used for investing activities
|
(382,991
|
)
|
|
(200,622
|
)
|
|
(198,266
|
)
|
|||
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
|
(3,437
|
)
|
|
(19,866
|
)
|
|
(10,747
|
)
|
|||
Purchase of noncontrolling interest
|
(2,450
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(59,955
|
)
|
|
(55,123
|
)
|
|
(23,800
|
)
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
2,373
|
|
|
2,810
|
|
|||
Increase (decrease) in short term debt, net
|
65,198
|
|
|
10,683
|
|
|
(12,223
|
)
|
|||
Taxes withheld and paid on employees' share-based payment awards
|
(11,618
|
)
|
|
(13,297
|
)
|
|
(12,624
|
)
|
|||
Other
|
(2,178
|
)
|
|
(297
|
)
|
|
(2,196
|
)
|
|||
Net cash used for financing activities
|
(14,440
|
)
|
|
(75,527
|
)
|
|
(62,916
|
)
|
|||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
(3,019
|
)
|
|
(1,475
|
)
|
|
(666
|
)
|
|||
Changes in cash, cash equivalents and restricted cash
|
(251,062
|
)
|
|
35,482
|
|
|
103,623
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
518,461
|
|
|
482,979
|
|
|
379,356
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
267,399
|
|
|
$
|
518,461
|
|
|
$
|
482,979
|
|
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:
|
|
|
|||||||||
Cash and cash equivalents
|
$
|
264,980
|
|
|
$
|
515,952
|
|
|
$
|
480,092
|
|
Restricted cash included in other current assets
|
18
|
|
|
88
|
|
|
—
|
|
|||
Restricted cash included in other assets
|
2,401
|
|
|
2,421
|
|
|
2,887
|
|
|||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
267,399
|
|
|
$
|
518,461
|
|
|
$
|
482,979
|
|
Supplemental Disclosure:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
44,877
|
|
|
$
|
47,424
|
|
|
$
|
38,550
|
|
Cash paid for income taxes, net of refunds
|
32,299
|
|
|
36,883
|
|
|
38,334
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
50,999
|
|
|
$
|
47,613
|
|
Work in process
|
37,815
|
|
|
35,455
|
|
||
Raw materials and supplies
|
86,758
|
|
|
87,128
|
|
||
|
$
|
175,572
|
|
|
$
|
170,196
|
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
Permits entities to reclassify the tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act to retained earnings.
|
Adoption resulted in the reclassification of $8,639 from accumulated other comprehensive loss to retained earnings. There was no impact to total equity.
|
January 1, 2019 (early adopted as of January 1, 2018)
|
ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
Requires the service cost component of net periodic benefit cost to be recorded in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost must be presented separately outside of operating income.
|
Adoption resulted in the reclassification of $8,674 and $3,069 from cost of products sold and selling, administrative and engineering expense to other expense, net for the years ended December 31, 2017 and 2016. There was no impact to net income attributable to Cooper Standard. See Note 14 and Note 15.
|
January 1, 2018
|
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash
|
Requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.
|
See Consolidated Statement of Cash Flows
|
January 1, 2018
|
|
Balance as of December 31, 2017
|
|
Adjustments due to adoption of ASC 606
|
|
Balance as of January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
494,049
|
|
|
$
|
(4,604
|
)
|
|
$
|
489,445
|
|
Other current assets
|
$
|
100,778
|
|
|
$
|
4,604
|
|
|
$
|
105,382
|
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher / (Lower)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
418,607
|
|
|
$
|
433,364
|
|
|
$
|
(14,757
|
)
|
Other current assets
|
$
|
108,683
|
|
|
$
|
93,926
|
|
|
$
|
14,757
|
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans
|
Modifies the disclosure requirements for ASC Topic 815 by removing and modifying existing disclosure requirements as well as adding new disclosures.
|
The Company is undertaking a comprehensive evaluation of the impacts of adopting this standard and expects this standard will primarily result in additional pension disclosures while also removing certain disclosures. Specifically, the weighted-average interest crediting rate for our cash balance plan and if needed, an explanation for significant gains and losses related to changes in the benefit obligation for the period will be added while accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the effects of a one-percentage-point change in the assumed health care cost trend rate will be removed.
|
January 1, 2021
|
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
|
Modifies the disclosure requirements for ASC Topic 820 by removing and modifying existing disclosure requirements as well as adding new disclosures.
|
The Company is undertaking a comprehensive evaluation of the impacts of adopting this standard and expects this standard will primarily result in additional quantitative disclosures for Level 3 fair value measurements.
|
January 1, 2020
|
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. Several ASUs have been issued since the issuance of ASU 2016-02. These ASUs are intended to promote a more consistent interpretation and application of the principles outlined in the standard and provide an additional transition method. A modified retrospective transition approach is required with certain practical expedients available.
|
The Company has substantially completed its comprehensive evaluation of the impacts of adopting this standard and believes this standard will result in recording right-of-use assets and lease liabilities on its consolidated balance sheet of approximately $105,000 to $115,000, upon adoption and will not have a material impact on its consolidated income statement or statement of cash flows. The Company has completed its implementation of lease administration software and assessment of the impact to our systems, processes, accounting policies and internal controls. The impact on existing processes, controls, and information systems is significant. The Company will adopt the guidance effective January 1, 2019 using the modified retrospective method whereby the cumulative effect of adopting the standard will be recognized in equity at the date of initial application and comparative periods will not be adjusted. The Company will elect the package of practical expedients on existing leases as of the effective date and not elect the hindsight practical expedient. Additionally, the Company will elect the practical expedient to not reassess whether any expired or existing land easements are or contain leases.
|
January 1, 2019
|
Standard
|
Description
|
Effective Date
|
ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606
|
Provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard and provides more comparability in the presentation of revenue for certain of these transactions.
|
January 1, 2020
|
ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting
|
Adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes.
|
January 1, 2019
|
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
Eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item.
|
January 1, 2019
|
|
|
August 1, 2018
|
||
Accounts receivable
|
|
$
|
11,092
|
|
Inventories
|
|
7,566
|
|
|
Prepaid expenses and other
|
|
365
|
|
|
Property, plant, and equipment
|
|
22,847
|
|
|
Goodwill
|
|
27,384
|
|
|
Intangible assets
|
|
34,810
|
|
|
Total assets acquired
|
|
104,064
|
|
|
Accounts payable
|
|
4,565
|
|
|
Other current liabilities
|
|
2,286
|
|
|
Other liabilities
|
|
4,673
|
|
|
Total liabilities assumed
|
|
11,524
|
|
|
Net assets acquired
|
|
$
|
92,540
|
|
|
|
December 31, 2018
|
||
Accounts receivable, net
|
|
$
|
35,498
|
|
Tooling receivable
|
|
3,797
|
|
|
Inventories
|
|
13,774
|
|
|
Prepaid expenses
|
|
1,759
|
|
|
Other current assets
|
|
1,197
|
|
|
Property, plant and equipment, net
|
|
31,148
|
|
|
Goodwill
|
|
13,500
|
|
|
Other assets
|
|
3,225
|
|
|
Total assets held for sale
|
|
$
|
103,898
|
|
|
|
|
||
Accounts payable
|
|
$
|
38,065
|
|
Payroll liabilities
|
|
6,826
|
|
|
Accrued liabilities
|
|
1,000
|
|
|
Pension benefits
|
|
15,894
|
|
|
Postretirement benefits other than pensions
|
|
9,281
|
|
|
Other liabilities
|
|
129
|
|
|
Total liabilities related to assets held for sale
|
|
$
|
71,195
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Automotive
|
$
|
1,834,780
|
|
|
$
|
917,892
|
|
|
$
|
576,388
|
|
|
$
|
97,484
|
|
|
$
|
3,426,544
|
|
Commercial
|
23,034
|
|
|
34,336
|
|
|
19
|
|
|
439
|
|
|
57,828
|
|
|||||
Other
|
66,903
|
|
|
77,874
|
|
|
4
|
|
|
140
|
|
|
144,921
|
|
|||||
Revenue
|
$
|
1,924,717
|
|
|
$
|
1,030,102
|
|
|
$
|
576,411
|
|
|
$
|
98,063
|
|
|
$
|
3,629,293
|
|
Product Line
|
|
Description
|
Sealing Systems
|
|
Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment
|
Fuel & Brake Delivery Systems
|
|
Sense, deliver and control fluids to fuel and brake systems
|
Fluid Transfer Systems
|
|
Sense, deliver and control fluids and vapors for optimal powertrain & HVAC
operation
|
Anti-Vibration Systems
|
|
Control and isolate vibration and noise in the vehicle to improve ride and
handling
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Sealing systems
|
$
|
635,702
|
|
|
$
|
646,213
|
|
|
$
|
445,884
|
|
|
$
|
73,256
|
|
|
$
|
1,801,055
|
|
Fuel and brake delivery systems
|
545,907
|
|
|
138,557
|
|
|
89,104
|
|
|
24,440
|
|
|
798,008
|
|
|||||
Fluid transfer systems
|
442,392
|
|
|
87,593
|
|
|
33,158
|
|
|
367
|
|
|
563,510
|
|
|||||
Anti-vibration systems
|
256,846
|
|
|
74,792
|
|
|
8,265
|
|
|
—
|
|
|
339,903
|
|
|||||
Other
|
43,870
|
|
|
82,947
|
|
|
—
|
|
|
—
|
|
|
126,817
|
|
|||||
Consolidated
|
$
|
1,924,717
|
|
|
$
|
1,030,102
|
|
|
$
|
576,411
|
|
|
$
|
98,063
|
|
|
$
|
3,629,293
|
|
|
|
December 31, 2018
|
|
January 1, 2018
|
|
Change
|
||||||
Contract assets
|
|
$
|
14,757
|
|
|
$
|
4,604
|
|
|
$
|
10,153
|
|
Contract liabilities
|
|
(143
|
)
|
|
—
|
|
|
(143
|
)
|
|||
Net contract assets
|
|
$
|
14,614
|
|
|
$
|
4,604
|
|
|
$
|
10,010
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
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
|
|
Expense
|
19,009
|
|
|
10,713
|
|
|
29,722
|
|
|||
Cash payments
|
(24,107
|
)
|
|
(13,983
|
)
|
|
(38,090
|
)
|
|||
Foreign exchange translation and other
|
(595
|
)
|
|
(145
|
)
|
|
(740
|
)
|
|||
Balance as of December 31, 2018
|
$
|
9,398
|
|
|
$
|
3,829
|
|
|
$
|
13,227
|
|
|
December 31,
|
|
Estimated
|
||||||
|
2018
|
|
2017
|
|
Useful Lives
|
||||
Land and improvements
|
$
|
72,931
|
|
|
$
|
73,419
|
|
|
10 to 25 years
|
Buildings and improvements
|
313,722
|
|
|
305,231
|
|
|
10 to 40 years
|
||
Machinery and equipment
|
1,076,369
|
|
|
1,022,279
|
|
|
5 to 10 years
|
||
Construction in progress
|
192,533
|
|
|
198,358
|
|
|
|
||
|
$
|
1,655,555
|
|
|
$
|
1,599,287
|
|
|
|
Accumulated depreciation
|
(671,314
|
)
|
|
(647,109
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
984,241
|
|
|
$
|
952,178
|
|
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
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
|
|
Acquisitions
|
33,604
|
|
|
—
|
|
|
—
|
|
|
33,604
|
|
||||
Reclassified as held for sale
|
(12,015
|
)
|
|
—
|
|
|
(1,485
|
)
|
|
(13,500
|
)
|
||||
Foreign exchange translation
|
(303
|
)
|
|
(647
|
)
|
|
(2,044
|
)
|
|
(2,994
|
)
|
||||
Impairment charges
|
—
|
|
|
(11,807
|
)
|
|
(33,474
|
)
|
|
(45,281
|
)
|
||||
Balance as of December 31, 2018
|
$
|
143,681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,681
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
$
|
157,286
|
|
|
$
|
(98,937
|
)
|
|
$
|
58,349
|
|
Developed technology
|
2,779
|
|
|
(2,779
|
)
|
|
—
|
|
|||
Other
|
45,401
|
|
|
(4,148
|
)
|
|
41,253
|
|
|||
Balance as of December 31, 2018
|
$
|
205,466
|
|
|
$
|
(105,864
|
)
|
|
$
|
99,602
|
|
|
|
|
|
|
|
||||||
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
|
|
Year
|
|
Expense
|
||
2019
|
|
$
|
17,813
|
|
2020
|
|
$
|
11,821
|
|
2021
|
|
$
|
7,557
|
|
2022
|
|
$
|
7,557
|
|
2023
|
|
$
|
7,409
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Senior Notes
|
$
|
394,399
|
|
|
$
|
393,684
|
|
Term Loan
|
328,485
|
|
|
330,781
|
|
||
Other borrowings
|
108,244
|
|
|
33,781
|
|
||
Total debt
|
831,128
|
|
|
758,246
|
|
||
Less current portion
|
(101,323
|
)
|
|
(34,921
|
)
|
||
Total long-term debt
|
$
|
729,805
|
|
|
$
|
723,325
|
|
Year
|
|
Debt and Capital Lease Obligations
|
||
2019
|
|
$
|
102,300
|
|
2020
|
|
4,138
|
|
|
2021
|
|
3,948
|
|
|
2022
|
|
3,806
|
|
|
2023
|
|
320,029
|
|
|
Thereafter
|
|
407,224
|
|
|
Total
|
|
$
|
841,445
|
|
•
|
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, 2018
|
|
December 31, 2017
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
|
$
|
277
|
|
|
$
|
761
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
|
$
|
(925
|
)
|
|
$
|
(2,363
|
)
|
|
Level 2
|
Interest rate swaps - accrued liabilities
|
|
$
|
—
|
|
|
$
|
(515
|
)
|
|
Level 2
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Aggregate fair value
|
$
|
684,687
|
|
|
$
|
749,463
|
|
Aggregate carrying value
(1)
|
$
|
733,200
|
|
|
$
|
736,600
|
|
|
Gain (Loss) Recognized in OCI
|
||||||
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Forward foreign exchange contracts
|
$
|
2,149
|
|
|
$
|
814
|
|
Interest rate swaps
|
443
|
|
|
198
|
|
||
Total
|
$
|
2,592
|
|
|
$
|
1,012
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Off-balance sheet arrangements
|
$
|
100,409
|
|
|
$
|
96,588
|
|
|
Off-Balance Sheet Arrangements
|
|
On-Balance Sheet Arrangements
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accounts receivable factored
|
$
|
626,618
|
|
|
$
|
544,060
|
|
|
$
|
—
|
|
|
$
|
23,794
|
|
|
Off-Balance Sheet Arrangements
|
|
On-Balance Sheet Arrangements
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Costs
|
$
|
1,248
|
|
|
$
|
1,904
|
|
|
$
|
1,575
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
257
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of period
|
$
|
315,698
|
|
|
$
|
197,169
|
|
|
$
|
303,446
|
|
|
$
|
191,184
|
|
Service cost
|
852
|
|
|
4,383
|
|
|
814
|
|
|
4,025
|
|
||||
Interest cost
|
10,824
|
|
|
4,207
|
|
|
11,700
|
|
|
4,341
|
|
||||
Actuarial (gain) loss
|
(21,684
|
)
|
|
(3,001
|
)
|
|
17,230
|
|
|
4,450
|
|
||||
Benefits paid
|
(17,467
|
)
|
|
(7,125
|
)
|
|
(17,492
|
)
|
|
(7,048
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
(10,697
|
)
|
|
—
|
|
|
20,809
|
|
||||
Settlements
|
—
|
|
|
(4,974
|
)
|
|
—
|
|
|
(20,667
|
)
|
||||
Acquisitions
|
—
|
|
|
2,778
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
1,110
|
|
|
—
|
|
|
75
|
|
||||
Projected benefit obligations at end of period
|
$
|
288,223
|
|
|
$
|
183,850
|
|
|
$
|
315,698
|
|
|
$
|
197,169
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
275,767
|
|
|
$
|
52,026
|
|
|
$
|
253,483
|
|
|
$
|
63,220
|
|
Actual return on plan assets
|
(16,631
|
)
|
|
(746
|
)
|
|
35,233
|
|
|
5,039
|
|
||||
Employer contributions
|
23,350
|
|
|
9,136
|
|
|
4,543
|
|
|
7,238
|
|
||||
Benefits paid
|
(17,467
|
)
|
|
(7,125
|
)
|
|
(17,492
|
)
|
|
(7,048
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
(4,014
|
)
|
|
—
|
|
|
4,008
|
|
||||
Settlements
|
—
|
|
|
(3,730
|
)
|
|
—
|
|
|
(20,431
|
)
|
||||
Acquisitions
|
—
|
|
|
2,145
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
$
|
265,019
|
|
|
$
|
47,692
|
|
|
$
|
275,767
|
|
|
$
|
52,026
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plans
|
$
|
(23,204
|
)
|
|
$
|
(136,158
|
)
|
|
$
|
(39,931
|
)
|
|
$
|
(145,143
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
524
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
405
|
|
Accrued liabilities
|
$
|
(1,011
|
)
|
|
$
|
(4,643
|
)
|
|
$
|
(1,011
|
)
|
|
$
|
(4,295
|
)
|
Pension benefits (long term)
|
$
|
(22,717
|
)
|
|
$
|
(131,948
|
)
|
|
$
|
(38,920
|
)
|
|
$
|
(141,253
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service costs
|
$
|
(116
|
)
|
|
$
|
(990
|
)
|
|
$
|
(136
|
)
|
|
$
|
(1,206
|
)
|
Actuarial losses
|
$
|
(84,857
|
)
|
|
$
|
(41,844
|
)
|
|
$
|
(74,711
|
)
|
|
$
|
(48,491
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||
Prior service costs
|
$
|
(20
|
)
|
|
$
|
(236
|
)
|
Actuarial losses
|
$
|
(3,105
|
)
|
|
$
|
(2,230
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
852
|
|
|
$
|
4,383
|
|
|
$
|
814
|
|
|
$
|
4,025
|
|
|
$
|
807
|
|
|
$
|
3,346
|
|
Interest cost
|
10,824
|
|
|
4,207
|
|
|
11,700
|
|
|
4,341
|
|
|
12,580
|
|
|
5,041
|
|
||||||
Expected return on plan assets
|
(17,414
|
)
|
|
(2,178
|
)
|
|
(16,012
|
)
|
|
(2,617
|
)
|
|
(15,835
|
)
|
|
(3,133
|
)
|
||||||
Amortization of prior service cost and actuarial loss
|
2,403
|
|
|
2,646
|
|
|
1,871
|
|
|
2,898
|
|
|
1,714
|
|
|
2,186
|
|
||||||
Settlements
|
—
|
|
|
775
|
|
|
—
|
|
|
6,427
|
|
|
—
|
|
|
538
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(3,335
|
)
|
|
$
|
9,833
|
|
|
$
|
(1,627
|
)
|
|
$
|
15,074
|
|
|
$
|
(734
|
)
|
|
$
|
7,978
|
|
|
2018
|
|
2017
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
4.25
|
%
|
|
2.34
|
%
|
|
3.55
|
%
|
|
2.17
|
%
|
Rate of compensation increase
|
N/A
|
|
|
2.99
|
%
|
|
N/A
|
|
|
3.17
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
3.55
|
%
|
|
2.17
|
%
|
|
3.99
|
%
|
|
2.23
|
%
|
|
4.24
|
%
|
|
2.80
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
5.82
|
%
|
|
6.60
|
%
|
|
5.94
|
%
|
|
6.60
|
%
|
|
4.39
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.17
|
%
|
|
N/A
|
|
|
3.15
|
%
|
|
N/A
|
|
|
3.15
|
%
|
2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
(1)
|
|
Total
|
||||||||||
Equity funds
|
|
$
|
15,991
|
|
|
$
|
20,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,017
|
|
Equity funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,105
|
|
|
103,105
|
|
|||||
Bond funds
|
|
3,104
|
|
|
27,666
|
|
|
—
|
|
|
—
|
|
|
30,770
|
|
|||||
Bond funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,372
|
|
|
109,372
|
|
|||||
Real estate measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,520
|
|
|
30,520
|
|
|||||
Cash and cash equivalents
|
|
2,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,927
|
|
|||||
Total
|
|
$
|
22,022
|
|
|
$
|
47,692
|
|
|
$
|
—
|
|
|
$
|
242,997
|
|
|
$
|
312,711
|
|
2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
(1)
|
|
Total
|
||||||||||
Equity funds
|
|
$
|
41,080
|
|
|
$
|
22,419
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,499
|
|
Equity funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,405
|
|
|
76,405
|
|
|||||
Bond funds
|
|
34,997
|
|
|
29,607
|
|
|
—
|
|
|
—
|
|
|
64,604
|
|
|||||
Bond funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,823
|
|
|
69,823
|
|
|||||
Real estate measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,656
|
|
|
15,656
|
|
|||||
Hedge funds
|
|
3,603
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
3,713
|
|
|||||
Hedge funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,195
|
|
|
29,195
|
|
|||||
Cash and cash equivalents
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
|||||
Total
|
|
$
|
84,578
|
|
|
$
|
52,026
|
|
|
$
|
110
|
|
|
$
|
191,079
|
|
|
$
|
327,793
|
|
Beginning balance of assets classified as Level 3 as of January 1, 2017
|
$
|
16,454
|
|
Purchases, sales and settlements, net
|
(16,348
|
)
|
|
Total gain
|
4
|
|
|
Ending balance of assets classified as Level 3 as of December 31, 2017
|
110
|
|
|
Transfers into (out of) Level 3
|
(110
|
)
|
|
Ending balance of assets classified as Level 3 as of December 31, 2018
|
$
|
—
|
|
Years Ending December 31,
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2019
|
$
|
20,567
|
|
|
$
|
6,650
|
|
|
$
|
27,217
|
|
2020
|
20,408
|
|
|
6,520
|
|
|
26,928
|
|
|||
2021
|
20,320
|
|
|
7,642
|
|
|
27,962
|
|
|||
2022
|
19,771
|
|
|
9,829
|
|
|
29,600
|
|
|||
2023
|
19,008
|
|
|
9,645
|
|
|
28,653
|
|
|||
2024-2028
|
94,786
|
|
|
55,989
|
|
|
150,775
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
34,824
|
|
|
$
|
24,242
|
|
|
$
|
33,877
|
|
|
$
|
18,350
|
|
Service cost
|
308
|
|
|
495
|
|
|
314
|
|
|
423
|
|
||||
Interest cost
|
1,198
|
|
|
789
|
|
|
1,297
|
|
|
693
|
|
||||
Actuarial (gain) loss
|
(9,227
|
)
|
|
(1,130
|
)
|
|
1,021
|
|
|
4,002
|
|
||||
Benefits paid
|
(1,475
|
)
|
|
(495
|
)
|
|
(1,690
|
)
|
|
(651
|
)
|
||||
Other
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
(1,920
|
)
|
|
—
|
|
|
1,425
|
|
||||
Benefit obligation at end of year
|
$
|
25,633
|
|
|
$
|
21,981
|
|
|
$
|
34,824
|
|
|
$
|
24,242
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plan
|
$
|
(25,633
|
)
|
|
$
|
(21,981
|
)
|
|
$
|
(34,824
|
)
|
|
$
|
(24,242
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized as of December 31
|
$
|
(25,633
|
)
|
|
$
|
(21,981
|
)
|
|
$
|
(34,824
|
)
|
|
$
|
(24,242
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(1,830
|
)
|
|
$
|
(648
|
)
|
|
$
|
(2,098
|
)
|
|
$
|
(634
|
)
|
Postretirement benefits other than pension (long term)
|
$
|
(23,803
|
)
|
|
$
|
(21,333
|
)
|
|
$
|
(32,726
|
)
|
|
$
|
(23,608
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service credits
|
$
|
382
|
|
|
$
|
388
|
|
|
$
|
676
|
|
|
$
|
714
|
|
Actuarial gains (losses)
|
$
|
21,779
|
|
|
$
|
(6,765
|
)
|
|
$
|
13,930
|
|
|
$
|
(9,127
|
)
|
|
December 31, 2019
|
||||||
|
U.S.
|
|
Non-U.S.
|
||||
Prior service credits
|
$
|
294
|
|
|
$
|
268
|
|
Actuarial gains (losses)
|
$
|
2,673
|
|
|
$
|
(415
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
308
|
|
|
$
|
495
|
|
|
$
|
314
|
|
|
$
|
423
|
|
|
$
|
361
|
|
|
$
|
372
|
|
Interest cost
|
1,198
|
|
|
789
|
|
|
1,297
|
|
|
693
|
|
|
1,383
|
|
|
678
|
|
||||||
Amortization of prior service credit and recognized actuarial gain
|
(1,672
|
)
|
|
308
|
|
|
(1,915
|
)
|
|
(15
|
)
|
|
(2,026
|
)
|
|
(62
|
)
|
||||||
Other
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(161
|
)
|
|
$
|
1,592
|
|
|
$
|
(299
|
)
|
|
$
|
1,101
|
|
|
$
|
(277
|
)
|
|
$
|
988
|
|
|
2018
|
|
2017
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
4.20
|
%
|
|
3.65
|
%
|
|
3.55
|
%
|
|
3.40
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
3.55
|
%
|
|
3.40
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Health care cost trend rate
|
5.31
|
%
|
|
5.00
|
%
|
Ultimate health care cost trend rate
|
4.20
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
|
2018
|
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2018
|
||||
1% increase in health care cost trend rate
|
$
|
278
|
|
|
$
|
3,962
|
|
1% decrease in health care cost trend rate
|
$
|
(215
|
)
|
|
$
|
(3,173
|
)
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2019
|
$
|
1,868
|
|
|
$
|
660
|
|
|
$
|
2,528
|
|
2020
|
1,904
|
|
|
705
|
|
|
2,609
|
|
|||
2021
|
1,911
|
|
|
751
|
|
|
2,662
|
|
|||
2022
|
1,926
|
|
|
779
|
|
|
2,705
|
|
|||
2023
|
1,909
|
|
|
792
|
|
|
2,701
|
|
|||
2024 - 2028
|
9,123
|
|
|
4,719
|
|
|
13,842
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency losses
|
$
|
(3,170
|
)
|
|
$
|
(7,913
|
)
|
|
$
|
(3,958
|
)
|
Components of net periodic benefit cost other than service cost
|
(1,891
|
)
|
|
(8,673
|
)
|
|
(3,069
|
)
|
|||
Secondary offering underwriting fees
|
—
|
|
|
—
|
|
|
(5,900
|
)
|
|||
Losses on sales of receivables
|
(1,248
|
)
|
|
(931
|
)
|
|
(801
|
)
|
|||
Miscellaneous income
|
696
|
|
|
1,710
|
|
|
—
|
|
|||
Other expense, net
|
$
|
(5,613
|
)
|
|
$
|
(15,807
|
)
|
|
$
|
(13,728
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
103,228
|
|
|
$
|
138,477
|
|
|
$
|
121,301
|
|
Foreign
|
(28,322
|
)
|
|
74,623
|
|
|
73,459
|
|
|||
|
$
|
74,906
|
|
|
$
|
213,100
|
|
|
$
|
194,760
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Tax at U.S. statutory rate
|
$
|
15,730
|
|
|
$
|
74,585
|
|
|
$
|
68,166
|
|
State and local taxes
|
1,273
|
|
|
1,177
|
|
|
2,564
|
|
|||
Tax credits and incentives
|
(11,702
|
)
|
|
(11,436
|
)
|
|
(10,348
|
)
|
|||
Changes in tax law, other
|
(3,008
|
)
|
|
7,279
|
|
|
8,813
|
|
|||
U.S. tax reform/GILTI/foreign derived intangible income
|
(7,370
|
)
|
|
33,493
|
|
|
—
|
|
|||
Effect of foreign tax rates
|
(10,316
|
)
|
|
(23,158
|
)
|
|
(19,600
|
)
|
|||
Nonrecurring permanent items
|
—
|
|
|
(13,947
|
)
|
|
—
|
|
|||
Goodwill impairment
|
6,887
|
|
|
—
|
|
|
—
|
|
|||
Capital loss
|
—
|
|
|
(19,931
|
)
|
|
—
|
|
|||
Outside basis difference/branch deferreds
|
(3,753
|
)
|
|
9,562
|
|
|
—
|
|
|||
Stock compensation (ASU 2016-09)
|
(2,097
|
)
|
|
(3,563
|
)
|
|
(5,305
|
)
|
|||
Tax reserves/audit settlements
|
(2,789
|
)
|
|
730
|
|
|
116
|
|
|||
Valuation allowance
|
(8,872
|
)
|
|
25,761
|
|
|
9,112
|
|
|||
Other, net
|
(3,666
|
)
|
|
(6,025
|
)
|
|
803
|
|
|||
Income tax provision
|
$
|
(29,683
|
)
|
|
$
|
74,527
|
|
|
$
|
54,321
|
|
Effective income tax rate
|
(39.6
|
)%
|
|
35.0
|
%
|
|
27.9
|
%
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other benefits
|
$
|
51,736
|
|
|
$
|
57,700
|
|
Capitalized expenditures
|
3,186
|
|
|
1,471
|
|
||
Capital loss carryforward
|
13,780
|
|
|
13,780
|
|
||
Net operating loss and tax credit carryforwards
|
157,319
|
|
|
145,528
|
|
||
Intangibles
|
2,122
|
|
|
—
|
|
||
All other items
|
42,834
|
|
|
38,205
|
|
||
Total deferred tax assets
|
270,977
|
|
|
256,684
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(23,312
|
)
|
|
(28,899
|
)
|
||
Intangibles
|
—
|
|
|
(2,273
|
)
|
||
All other items
|
(15,793
|
)
|
|
(11,834
|
)
|
||
Total deferred tax liabilities
|
(39,105
|
)
|
|
(43,006
|
)
|
||
Valuation allowances
|
(170,098
|
)
|
|
(189,355
|
)
|
||
Net deferred tax assets
|
$
|
61,774
|
|
|
$
|
24,323
|
|
|
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
8,029
|
|
|
$
|
7,851
|
|
Tax positions related to the current period
|
|
|
|
||||
Gross additions
|
612
|
|
|
720
|
|
||
Gross reductions
|
—
|
|
|
—
|
|
||
Tax positions related to prior years
|
|
|
|
||||
Gross additions
|
3,522
|
|
|
92
|
|
||
Gross reductions
|
(1,736
|
)
|
|
(223
|
)
|
||
Settlements
|
—
|
|
|
(411
|
)
|
||
Lapses on statutes of limitations
|
(796
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
9,631
|
|
|
$
|
8,029
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
107,766
|
|
|
$
|
135,303
|
|
|
$
|
138,988
|
|
Increase in fair value of share-based awards
|
—
|
|
|
—
|
|
|
63
|
|
|||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
107,766
|
|
|
$
|
135,303
|
|
|
$
|
139,051
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
17,894,718
|
|
|
17,781,272
|
|
|
17,459,710
|
|
|||
Dilutive effect of common stock equivalents
|
395,484
|
|
|
995,381
|
|
|
1,270,668
|
|
|||
Diluted weighted average shares of common stock outstanding
|
18,290,202
|
|
|
18,776,653
|
|
|
18,730,378
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
6.02
|
|
|
$
|
7.61
|
|
|
$
|
7.96
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
5.89
|
|
|
$
|
7.21
|
|
|
$
|
7.42
|
|
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
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
|
)
|
(2)
|
784
|
|
(3)
|
37,780
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
7,863
|
|
(4)
|
(711
|
)
|
(5)
|
7,152
|
|
||||
Balance as of December 31, 2017
|
(95,485
|
)
|
|
(100,749
|
)
|
|
(1,397
|
)
|
|
(197,631
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(45,770
|
)
|
(1)
|
317
|
|
(6)
|
1,839
|
|
(7)
|
(43,614
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(3,943
|
)
|
(8)
|
(900
|
)
|
(9)
|
(4,843
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(141,255
|
)
|
|
$
|
(104,375
|
)
|
|
$
|
(458
|
)
|
|
$
|
(246,088
|
)
|
(1)
|
Includes
$(13,776)
and
$11,844
of other comprehensive income (loss) for the years ended
December 31, 2018
and
2017
, respectively, that are related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Net of tax benefit of
$788
.
|
(3)
|
Net of tax expense of
$228
. See Note 11. “Fair Value Measurements and Financial Instruments”
|
(4)
|
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 13. and Note 14.
|
(5)
|
Net of tax benefit of
$69
. See Note 11. “Fair Value Measurements and Financial Instruments”
|
(6)
|
Net of tax expense of
$8,489
.
|
(7)
|
Net of tax expense of
$753
. See Note 11.
|
(8)
|
Includes the effect of the adoption of ASU 2018-02 of
$8,569
and the amortization of prior service credits of
$313
, offset by curtailment loss of
$1,105
, settlement losses of
$737
, and the amortization of actuarial losses of
$3,905
, net of tax of
$808
. See Note 13. “Pension” and Note 14. “Postretirement Benefits Other Than Pensions”
|
(9)
|
Net of tax expense of
$329
. Includes the effect of the adoption of ASU 2018-02 of
$70
for the year ended
December 31, 2018
. See Note 11. “Fair Value Measurements and Financial Instruments”
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
PUs
|
$
|
(3,925
|
)
|
|
$
|
12,145
|
|
|
$
|
12,485
|
|
RSUs
|
9,241
|
|
|
9,183
|
|
|
7,846
|
|
|||
Stock options
|
3,204
|
|
|
3,635
|
|
|
3,701
|
|
|||
Total
|
$
|
8,520
|
|
|
$
|
24,963
|
|
|
$
|
24,032
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of January 1, 2018
|
568,856
|
|
|
$
|
67.14
|
|
|
|
|
|
||
Granted
|
95,145
|
|
|
$
|
112.96
|
|
|
|
|
|
||
Exercised
|
(180,967
|
)
|
|
$
|
57.94
|
|
|
|
|
|
||
Forfeited
|
(9,789
|
)
|
|
$
|
92.84
|
|
|
|
|
|
||
Outstanding as of December 31, 2018
|
473,245
|
|
|
$
|
79.35
|
|
|
7.3
|
|
$
|
1,698
|
|
Exercisable as of December 31, 2018
|
270,067
|
|
|
$
|
62.68
|
|
|
4.9
|
|
$
|
1,698
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
27.17% - 27.19%
|
|
|
27.38% - 27.47%
|
|
|
27.58% - 27.70%
|
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life - years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
2.6%
|
|
|
1.9% - 2.1%
|
|
|
1.1% - 1.4%
|
|
|
Restricted Stock and Restricted Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2018
|
354,047
|
|
|
$
|
77.03
|
|
Granted
|
120,336
|
|
|
$
|
110.34
|
|
Vested
|
(122,992
|
)
|
|
$
|
60.31
|
|
Forfeited
|
(38,046
|
)
|
|
$
|
85.42
|
|
Non-vested as of December 31, 2018
|
313,345
|
|
|
$
|
94.75
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2018
|
229,893
|
|
|
$
|
74.90
|
|
Granted
|
60,270
|
|
|
$
|
110.40
|
|
Vested
|
(87,361
|
)
|
|
$
|
94.50
|
|
Forfeited
|
(10,948
|
)
|
|
$
|
83.45
|
|
Non-vested as of December 31, 2018
|
191,854
|
|
|
$
|
91.46
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Expected volatility
|
48.00
|
%
|
|
26.00
|
%
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
Expected life - years
|
0.57
|
|
|
1.57
|
|
Risk-free rate
|
2.57
|
%
|
|
1.83
|
%
|
Year
|
|
Minimum Future Operating Lease Commitments
|
||
2019
|
|
$
|
33,619
|
|
2020
|
|
28,545
|
|
|
2021
|
|
20,816
|
|
|
2022
|
|
17,016
|
|
|
2023
|
|
14,999
|
|
|
Thereafter
|
|
68,116
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Sales
(1)
|
$
|
30,826
|
|
|
$
|
33,949
|
|
|
$
|
35,418
|
|
Purchases
(1)
|
$
|
687
|
|
|
$
|
953
|
|
|
$
|
548
|
|
Dividends received
(2)
|
$
|
4,862
|
|
|
$
|
5,382
|
|
|
$
|
3,022
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,924,717
|
|
|
$
|
1,882,670
|
|
|
$
|
1,816,486
|
|
Europe
|
1,030,102
|
|
|
1,043,738
|
|
|
1,031,538
|
|
|||
Asia Pacific
|
576,411
|
|
|
585,161
|
|
|
540,684
|
|
|||
South America
|
98,063
|
|
|
106,557
|
|
|
84,183
|
|
|||
Consolidated
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
||||||
North America
|
$
|
14,102
|
|
|
$
|
13,760
|
|
|
$
|
13,325
|
|
Europe
|
15,178
|
|
|
15,985
|
|
|
13,524
|
|
|||
Asia Pacific
|
5,115
|
|
|
5,256
|
|
|
4,770
|
|
|||
South America
|
103
|
|
|
49
|
|
|
31
|
|
|||
Eliminations and other
|
(34,498
|
)
|
|
(35,050
|
)
|
|
(31,650
|
)
|
|||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
224,578
|
|
|
$
|
236,165
|
|
|
$
|
219,744
|
|
Europe
|
(63,259
|
)
|
|
(18,872
|
)
|
|
(15,989
|
)
|
|||
Asia Pacific
|
(75,189
|
)
|
|
9,943
|
|
|
9,206
|
|
|||
South America
|
(11,224
|
)
|
|
(14,136
|
)
|
|
(18,201
|
)
|
|||
Income before income taxes
|
$
|
74,906
|
|
|
$
|
213,100
|
|
|
$
|
194,760
|
|
|
|
|
|
|
|
||||||
Net interest expense included in segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
16,585
|
|
|
$
|
16,824
|
|
|
$
|
13,013
|
|
Europe
|
10,894
|
|
|
12,287
|
|
|
13,871
|
|
|||
Asia Pacific
|
12,646
|
|
|
11,884
|
|
|
13,720
|
|
|||
South America
|
879
|
|
|
1,117
|
|
|
785
|
|
|||
Consolidated
|
$
|
41,004
|
|
|
$
|
42,112
|
|
|
$
|
41,389
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
|
|
|
|
||||||
North America
|
$
|
70,566
|
|
|
$
|
66,734
|
|
|
$
|
57,546
|
|
Europe
|
43,974
|
|
|
40,899
|
|
|
37,992
|
|
|||
Asia Pacific
|
29,699
|
|
|
27,085
|
|
|
24,635
|
|
|||
South America
|
2,459
|
|
|
3,370
|
|
|
2,487
|
|
|||
Consolidated
|
$
|
146,698
|
|
|
$
|
138,088
|
|
|
$
|
122,660
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
North America
|
$
|
72,467
|
|
|
$
|
67,333
|
|
|
$
|
61,321
|
|
Europe
|
53,542
|
|
|
45,881
|
|
|
57,054
|
|
|||
Asia Pacific
|
70,672
|
|
|
51,182
|
|
|
33,818
|
|
|||
South America
|
5,734
|
|
|
4,919
|
|
|
2,064
|
|
|||
Corporate
|
15,656
|
|
|
17,480
|
|
|
10,111
|
|
|||
Consolidated
|
$
|
218,071
|
|
|
$
|
186,795
|
|
|
$
|
164,368
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2018
|
|
2017
|
||||||
Segment assets
|
|
|
|
|
|
||||||
North America
|
|
|
$
|
1,174,604
|
|
|
$
|
1,049,218
|
|
||
Europe
|
|
|
541,495
|
|
|
644,586
|
|
||||
Asia Pacific
|
|
|
616,093
|
|
|
686,329
|
|
||||
South America
|
|
|
54,629
|
|
|
54,846
|
|
||||
Eliminations and other
|
|
|
236,282
|
|
|
290,669
|
|
||||
Consolidated
|
|
|
$
|
2,623,103
|
|
|
$
|
2,725,648
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Sealing systems
|
$
|
1,801,055
|
|
|
$
|
1,908,852
|
|
|
$
|
1,816,924
|
|
Fuel and brake delivery systems
|
798,008
|
|
|
757,198
|
|
|
725,689
|
|
|||
Fluid transfer systems
|
563,510
|
|
|
521,553
|
|
|
494,940
|
|
|||
Anti-vibration systems
|
339,903
|
|
|
326,684
|
|
|
301,199
|
|
|||
Other
|
126,817
|
|
|
103,839
|
|
|
134,139
|
|
|||
Consolidated
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
883,273
|
|
|
$
|
872,025
|
|
|
$
|
879,579
|
|
Mexico
|
763,094
|
|
|
723,423
|
|
|
638,750
|
|
|||
China
|
471,288
|
|
|
494,727
|
|
|
455,999
|
|
|||
France
|
305,416
|
|
|
299,257
|
|
|
288,905
|
|
|||
Canada
|
278,349
|
|
|
287,222
|
|
|
298,157
|
|
|||
Poland
|
245,853
|
|
|
253,109
|
|
|
239,941
|
|
|||
Germany
|
187,374
|
|
|
192,959
|
|
|
218,363
|
|
|||
Other
|
494,646
|
|
|
495,404
|
|
|
453,197
|
|
|||
Consolidated
|
$
|
3,629,293
|
|
|
$
|
3,618,126
|
|
|
$
|
3,472,891
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2018
|
|
2017
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
|
|
$
|
216,036
|
|
|
$
|
193,132
|
|
||
Mexico
|
|
|
128,242
|
|
|
114,762
|
|
||||
China
|
|
|
214,770
|
|
|
199,271
|
|
||||
France
|
|
|
47,088
|
|
|
72,285
|
|
||||
Canada
|
|
|
34,405
|
|
|
43,347
|
|
||||
Poland
|
|
|
70,956
|
|
|
73,282
|
|
||||
Germany
|
|
|
81,935
|
|
|
86,297
|
|
||||
Other
|
|
|
190,809
|
|
|
169,802
|
|
||||
Consolidated
|
|
|
$
|
984,241
|
|
|
$
|
952,178
|
|
|
2018
Percentage of
Net Sales
|
|
2017
Percentage of
Net Sales
|
|
2016
Percentage of
Net Sales
|
|||
Customer
|
|
|
|
|
|
|||
Ford
|
27
|
%
|
|
28
|
%
|
|
27
|
%
|
General Motors
|
19
|
%
|
|
19
|
%
|
|
17
|
%
|
Fiat Chrysler Automobiles
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
Name
|
December 31, 2018
|
|
December 31, 2017
|
||
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
|
%
|
2018
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
Sales
|
$
|
967,391
|
|
|
$
|
928,262
|
|
|
$
|
861,653
|
|
|
$
|
871,987
|
|
|
Gross profit
|
170,880
|
|
|
151,365
|
|
|
119,655
|
|
|
111,656
|
|
|
||||
Net income
|
57,416
|
|
|
43,202
|
|
|
32,664
|
|
|
(28,693
|
)
|
(1)
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
56,792
|
|
|
41,877
|
|
|
32,156
|
|
|
(23,059
|
)
|
(1)
|
||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
(2)
|
$
|
3.16
|
|
|
$
|
2.33
|
|
|
$
|
1.80
|
|
|
$
|
(1.30
|
)
|
|
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
(2)
|
$
|
3.07
|
|
|
$
|
2.28
|
|
|
$
|
1.77
|
|
|
$
|
(1.30
|
)
|
|
2017
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
Sales
|
$
|
902,051
|
|
|
$
|
909,145
|
|
|
$
|
869,016
|
|
|
$
|
937,914
|
|
|
Gross profit
|
170,002
|
|
(3)
|
172,188
|
|
(3)
|
150,809
|
|
(3)
|
178,440
|
|
(3)
|
||||
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)
|
$
|
2.35
|
|
|
$
|
2.26
|
|
|
$
|
1.39
|
|
|
$
|
1.60
|
|
|
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
(2)
|
$
|
2.20
|
|
|
$
|
2.14
|
|
|
$
|
1.32
|
|
|
$
|
1.53
|
|
|
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, 2018
|
|
$
|
4.2
|
|
|
4.2
|
|
|
(0.1
|
)
|
|
(2.7
|
)
|
|
$
|
5.6
|
|
Year ended December 31, 2017
|
|
$
|
7.1
|
|
|
1.1
|
|
|
0.4
|
|
|
(4.4
|
)
|
(2)
|
$
|
4.2
|
|
Year ended December 31, 2016
|
|
$
|
4.1
|
|
|
4.0
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
$
|
7.1
|
|
Description
|
|
Balance at beginning of period
|
|
Additions
|
|
|
|
Balance at end of period
|
|||||||||
Charged to Income
|
|
Charged to Equity
(3)
|
|
Deductions
|
|
||||||||||||
Tax valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2018
|
|
$
|
189.4
|
|
|
32.0
|
|
(4)
|
(10.4
|
)
|
|
(40.9
|
)
|
(5)
|
$
|
170.1
|
|
Year ended December 31, 2017
|
|
$
|
149.8
|
|
|
25.8
|
|
(6)
|
13.8
|
|
|
—
|
|
|
$
|
189.4
|
|
Year ended December 31, 2016
|
|
$
|
137.0
|
|
|
9.1
|
|
|
3.7
|
|
|
—
|
|
|
$
|
149.8
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
2.1*
|
|
|
|
|
|
3.1*
|
|
|
|
|
|
3.2*
|
|
|
|
|
|
3.3*
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
4.2*
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.5*
|
|
|
|
|
|
10.6*†
|
|
|
|
|
|
10.7*†
|
|
|
|
|
|
10.8*†
|
|
|
|
|
|
10.9*†
|
|
|
|
|
|
10.10*†
|
|
|
|
|
|
10.11*†
|
|
|
|
|
|
10.12*†
|
|
|
|
|
|
10.13*†
|
|
|
|
|
|
10.14*†
|
|
|
|
|
|
10.15*†
|
|
|
|
|
|
10.16*†
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.17*†
|
|
|
|
|
|
10.18*†
|
|
|
|
|
|
10.19*†
|
|
|
|
|
|
10.20*†
|
|
|
|
|
|
10.21*†
|
|
|
|
|
|
10.22*†
|
|
|
|
|
|
10.23*†
|
|
|
|
|
|
10.24*†
|
|
|
|
|
|
10.25*†
|
|
|
|
|
|
10.26*†
|
|
|
|
|
|
10.27*†
|
|
|
|
|
|
10.28*†
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.29*†
|
|
|
|
|
|
10.30*†
|
|
|
|
|
|
10.31*†
|
|
|
|
|
|
10.32*†
|
|
|
|
|
|
10.33*†
|
|
|
|
|
|
10.34*†
|
|
|
|
|
|
10.35*†
|
|
|
|
|
|
10.36**†
|
|
|
|
|
|
10.37*†
|
|
|
|
|
|
10.38*†
|
|
|
|
|
|
10.39*†
|
|
|
|
|
|
10.40*†
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.41*†
|
|
|
|
|
|
10.42*†
|
|
|
|
|
|
10.43*†
|
|
|
|
|
|
10.44*†
|
|
|
|
|
|
10.45*†
|
|
|
|
|
|
10.46*†
|
|
|
|
|
|
10.47*†
|
|
|
|
|
|
10.48*†
|
|
|
|
|
|
10.49*†
|
|
|
|
|
|
10.50**
|
|
|
|
|
|
21.1**
|
|
|
|
|
|
23.1**
|
|
|
|
|
|
31.1**
|
|
|
|
|
|
31.2**
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
32***
|
|
|
|
|
|
101.INS****
|
|
XBRL Instance Document
|
|
|
|
101.SCH****
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL****
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF****
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB****
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE****
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
|
|
|
Date: February 25, 2019
|
|
/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/ 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/ Matthew J. Simoncini
|
|
Director
|
Matthew J. Simoncini
|
|
|
|
|
|
/s/ Stephen A. Van Oss
|
|
Director
|
Stephen A. Van Oss
|
|
|
|
|
|
/s/ Peifang Zhang
|
|
Director
|
Peifang Zhang
|
|
|
|
COMPANY:
|
||
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
|
|
INDEMNITEE:
|
||
|
|
|
|
|
Name:
|
|
|
|
Address:
|
|
|
|
|
|
|
I.
|
PURCHASE AND SALE
|
1
|
|
|
|
1.01
|
Sale of Assets
|
1
|
|
|
1.02
|
Assumption of Liabilities
|
1
|
|
|
1.03
|
Misallocated Transfers
|
1
|
|
|
1.04
|
AVS Assets
|
2
|
|
|
1.05
|
AVS Liabilities
|
6
|
|
|
1.06
|
Settlement of Intercompany Accounts
|
9
|
|
|
1.07
|
Governmental Approvals and Third-Party Consents
|
9
|
|
|
1.08
|
Waiver of Bulk-Sales Laws
|
10
|
|
|
1.09
|
Closing
|
10
|
|
|
1.10
|
Purchase Price
|
11
|
|
|
1.11
|
Purchase Price Adjustment
|
12
|
|
|
1.12
|
Closing Deliveries
|
14
|
|
|
1.13
|
Conveyance of AVS Assets and Assumption of Assumed AVS Liabilities
|
14
|
|
|
1.14
|
Withholding
|
15
|
|
|
1.15
|
Potential French Valuation Adjustment
|
15
|
|
II.
|
REPRESENTATIONS AND WARRANTIES OF SELLER
|
16
|
|
|
|
2.01
|
Due Organization, Good Standing and Corporate Power
|
16
|
|
|
2.02
|
Authorization of Agreement
|
17
|
|
|
2.03
|
Consents and Approvals; No Violations
|
17
|
|
|
2.04
|
Intellectual Property; Personal Information
|
18
|
|
|
2.05
|
Litigation
|
19
|
|
|
2.06
|
Compliance With Laws; Required Approvals; Recalls
|
20
|
|
|
2.07
|
Contracts
|
21
|
|
|
2.08
|
Customers and Suppliers
|
22
|
|
|
2.09
|
Employees and Employee Benefits
|
23
|
|
|
2.10
|
Financial Statements; Absence of Changes
|
25
|
|
|
2.11
|
No Undisclosed Material Liabilities
|
26
|
|
|
2.12
|
Inventories
|
26
|
|
|
2.13
|
Taxes
|
27
|
|
|
2.14
|
Broker’s or Finder’s Fee
|
27
|
|
|
2.15
|
Title to Properties; Security Interests
|
27
|
|
|
2.16
|
The AVS Assets
|
27
|
|
|
2.17
|
Real Property
|
28
|
|
|
2.18
|
Insurance
|
29
|
|
|
2.19
|
Anti-Bribery and Corruption; Sanctions
|
29
|
|
|
2.20
|
Environmental Matters
|
30
|
|
|
2.21
|
No Other Representations or Warranties
|
31
|
|
III.
|
REPRESENTATIONS AND WARRANTIES OF ACQUIROR
|
31
|
|
|
|
3.01
|
Due Organization, Good Standing and Corporate Power
|
31
|
|
|
3.02
|
Authorization of Agreement
|
31
|
|
|
3.03
|
Consents and Approvals; No Violations
|
31
|
|
|
3.04
|
Broker’s or Finder’s Fee
|
32
|
|
|
3.05
|
Financing
|
32
|
|
|
3.06
|
Litigation
|
32
|
|
|
3.07
|
No Other Representations or Warranties; Acknowledgement by Acquiror
|
33
|
|
IV.
|
COVENANTS
|
33
|
|
|
|
4.01
|
Conduct of AVS Business Pending the Closing
|
33
|
|
|
4.02
|
Efforts to Close; Further Assurances; Antitrust Clearance
|
36
|
|
|
4.03
|
Public Announcements
|
38
|
|
|
4.04
|
Notification of Certain Matters
|
38
|
|
|
4.05
|
Access; Governmental Approvals
|
38
|
|
|
4.06
|
Integration Planning
|
40
|
|
|
4.07
|
Agreement for Exchange of Information
|
41
|
|
|
4.08
|
Privileged Matters
|
43
|
|
|
4.09
|
Acquiror Non-Solicitation
|
45
|
|
|
4.10
|
Seller Non-Solicitation
|
45
|
|
|
4.11
|
Non-Competition
|
46
|
|
|
4.12
|
Intellectual Property Assignment/Recordation
|
47
|
|
|
4.13
|
Use of Seller Name and Mark
|
47
|
|
|
4.14
|
License of Other Business Intellectual Property
|
49
|
|
|
4.15
|
Removal of Tangible Assets
|
49
|
|
|
4.16
|
Labor Representative Cooperation
|
50
|
|
|
4.17
|
Insurance Matters
|
50
|
|
|
4.18
|
Certain Employee Vehicles
|
51
|
|
|
4.19
|
Confidentiality
|
51
|
|
|
4.20
|
Tooling List
|
52
|
|
|
4.21
|
No Shop
|
52
|
|
|
4.22
|
Lab Service Agreement
|
53
|
|
V.
|
EMPLOYEE MATTERS
|
53
|
|
|
|
5.01
|
Identification of Employees
|
53
|
|
|
5.02
|
Continuity of Employment
|
53
|
|
|
5.03
|
Terms of Employment
|
55
|
|
|
5.04
|
Bonuses
|
56
|
|
|
5.05
|
Credit for Service with Seller
|
57
|
|
|
5.06
|
Welfare Benefit Plans
|
57
|
|
|
5.07
|
Waiver of Conditions
|
57
|
|
|
5.08
|
AVS Business Acquired Plans
|
57
|
|
|
5.09
|
401(k) Plan for Non-Union US Continuing Employees
|
57
|
|
|
5.10
|
COBRA Continuation Coverage
|
58
|
|
|
5.11
|
Worker’s Compensation
|
58
|
|
|
5.12
|
WARN Act
|
58
|
|
|
5.13
|
Retiree Welfare Benefits
|
59
|
|
|
5.14
|
Nonqualified Plans
|
59
|
|
|
5.15
|
Accrued Personal, Sick or Vacation Time
|
59
|
|
|
5.16
|
Participation in Seller Plans
|
59
|
|
|
5.17
|
Miscellaneous
|
59
|
|
VI.
|
CONDITIONS
|
61
|
|
|
|
6.01
|
Joint Conditions
|
61
|
|
|
6.02
|
Conditions to the Obligation of Acquiror
|
61
|
|
|
6.03
|
Conditions to the Obligation of Seller
|
62
|
|
|
VII.
|
TERMINATION AND ABANDONMENT
|
63
|
|
|
7.01
|
Basis for Termination
|
63
|
|
|
7.02
|
Notice of Termination; Return or Destruction of Documents; Continuing Confidentiality Obligation
|
64
|
|
|
7.03
|
Effect of Termination
|
64
|
|
VIII.
|
INDEMNIFICATION
|
64
|
|
|
|
8.01
|
Indemnification by Acquiror
|
64
|
|
|
8.02
|
Indemnification by Seller
|
65
|
|
|
8.03
|
Calculation and Other Provisions Relating to Indemnity Payments
|
65
|
|
|
8.04
|
Procedures for Defense, Settlement and Indemnification of Claims
|
66
|
|
|
8.05
|
Additional Matters
|
68
|
|
|
8.06
|
Exclusive Remedy
|
69
|
|
|
8.07
|
Limitations on Indemnification; Survival
|
69
|
|
|
8.08
|
Tax Treatment of Indemnification
|
71
|
|
|
8.09
|
Separate Indemnities for Taxes
|
71
|
|
IX.
|
TAX MATTERS
|
71
|
|
|
|
9.01
|
Preparation and Filing of Tax Returns
|
71
|
|
|
9.02
|
Refunds
|
72
|
|
|
9.03
|
Tax Indemnification
|
73
|
|
|
9.04
|
Allocation of Purchase Price
|
74
|
|
|
9.05
|
Transfer Taxes
|
75
|
|
|
9.06
|
Indirect Taxes
|
75
|
|
|
9.07
|
GST
|
76
|
|
|
9.08
|
Miscellaneous
|
77
|
|
X.
|
MISCELLANEOUS
|
77
|
|
|
|
10.01
|
Expenses
|
77
|
|
|
10.02
|
Entire Agreement
|
77
|
|
|
10.03
|
Governing Law; Jurisdiction; Waiver of Jury Trial
|
78
|
|
|
10.04
|
Notices
|
79
|
|
|
10.05
|
Amendments and Waivers
|
80
|
|
|
10.06
|
No Third-Party Beneficiaries
|
80
|
|
|
10.07
|
Assignability
|
80
|
|
|
10.08
|
Construction
|
80
|
|
|
10.09
|
Severability
|
81
|
|
|
10.10
|
Counterparts
|
81
|
|
|
10.11
|
Specific Performance
|
81
|
|
|
10.12
|
Disclosure Letters
|
82
|
|
|
10.13
|
Waiver
|
82
|
|
|
10.14
|
Release
|
82
|
|
|
10.15
|
Dispute Resolution
|
83
|
|
XI.
|
DEFINITIONS
|
83
|
|
|
|
|
|
|
|
COOPER-STANDARD AUTOMOTIVE INC.
By:
/s/ Keith D. Stephenson
Name: Keith D. Stephenson
Title: EVP & Chief Operating Officer
|
|
CONTITECH USA, INC.
By:
/s/ George R. Jurch III
Name: George R. Jurch III
Title: Vice President
By:
/s/ James L. Karam
Name: James L. Karam
Title: Asst - Treasurer
|
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 (Shandong) Automotive Parts Co., Ltd.
|
China
|
Cooper Standard (Shanghai) Automotive Parts Co., Ltd.
|
China
|
Cooper Standard Automotive (Changchun) Co., Ltd.
|
China
|
Cooper Standard Automotive (Kunshan) Co., Ltd.
|
China
|
Cooper Standard Automotive (Suzhou) Co., Ltd.
|
China
|
Cooper Standard Chongqing Automotive Co., Ltd.
|
China
|
Cooper Standard Fluid Systems (Kunshan) 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 Sealing (Shenyang) Co. Ltd.
|
China
|
Cooper-Standard Dongfeng Automotive Parts Co., Ltd. (70%)
|
China
|
Cooper-Standard FAWSN Automotive Systems (Changchun) Co., Ltd. (55%)
|
China
|
Cooper-Standard Investment Co., Ltd.
|
China
|
Shanghai Jyco Sealing Products Co., Ltd.
|
China
|
Shanghai Shumi Automotive Parts Co., Ltd.
|
China
|
Hutchings Automotive Products S.A.
|
Costa Rica
|
Cooper-Standard Automotive Ceska Republika s.r.o.
|
Czech Republic
|
Cooper-Standard Automotive FHS Ceska republika s.r.o., v likvidaci
|
Czech Republic
|
Cooper-Standard Automotive France S.A.S.
|
France
|
Cooper-Standard AVS
|
France
|
Cooper-Standard France SAS
|
France
|
Cooper Standard Europe GmbH
|
Germany
|
Cooper Standard GmbH
|
Germany
|
Cooper Standard Service GmbH
|
Germany
|
Cooper Standard Technical Rubber GmbH
|
Germany
|
Cooper-Standard Automotive (Deutschland) GmbH
|
Germany
|
Metzeler Kautschuk Unterstützungskasse Gesellschaft mit beschränkter Haftung
|
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 Inc.
|
Japan
|
Cooper Standard Automotive Korea Inc.
|
Korea, Republic of
|
Cooper Standard Korea Inc.
|
Korea, Republic of
|
(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 25, 2019
|
|
/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)
|
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 likely 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 control 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 25, 2019
|
|
/s/ Jonathan P. Banas
|
|
|
Jonathan P. Banas
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
Dated: February 25, 2019
|
|
/s/ Jeffrey S. Edwards
|
|
|
Jeffrey S. Edwards
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan P. Banas
|
|
|
Jonathan P. Banas
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|