|
|
☒
|
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
|
|
Trading Symbol(s)
|
|
Name of Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
CPS
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
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 to meet their evolving needs. Customers support and trust us.
|
|
|
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 driving sustained excellence through the Cooper Standard Operating System (“CSOS”), our customized set of global best business practices. It’s how 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 to our success. Committed to excellence and driven to succeed, our employees are focused on the Company’s overall vision and strategy.
|
Country
|
|
Name
|
Product Line
|
Ownership Percentage
|
United States
|
|
Nishikawa Cooper LLC
|
Sealing systems
|
40%
|
India
|
|
Polyrub Cooper Standard FTS Private Limited
|
Fluid transfer systems
|
35%
|
Thailand
|
|
Nishikawa Tachaplalert Cooper Ltd.
|
Sealing systems
|
20%
|
China
|
|
Yantai Leading Solutions Auto Parts Co., Ltd.
|
Fuel and brake delivery systems
|
50%
|
Year
|
|
Amount
|
|
Percentage of Sales
|
|||
(Dollar amounts in millions)
|
|||||||
2019
|
|
$
|
114.9
|
|
|
3.7
|
%
|
2018
|
|
$
|
122.5
|
|
|
3.4
|
%
|
2017
|
|
$
|
128.0
|
|
|
3.5
|
%
|
•
|
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;
|
•
|
changes 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;
|
•
|
operating in foreign jurisdictions where the ability to enforce rights over intellectual property is limited as a statutory or practical matter;
|
•
|
political, economic and regulatory uncertainty as a result of the United Kingdom’s withdrawal from the European Union (“Brexit”) on January 31, 2020, 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;
|
•
|
disease, pandemics or other severe public health events; 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)
|
|
36
|
|
|
18
|
|
|
|
Other (b)
|
|
28
|
|
|
1
|
|
Asia Pacific
|
|
Manufacturing (a)
|
|
32
|
|
|
9
|
|
|
|
Other (b)
|
|
12
|
|
|
—
|
|
Europe
|
|
Manufacturing (a)
|
|
29
|
|
|
10
|
|
|
|
Other (b)
|
|
29
|
|
|
—
|
|
South America
|
|
Manufacturing (a)
|
|
6
|
|
|
1
|
|
|
|
Other (b)
|
|
2
|
|
|
—
|
|
(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
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
|
||||||
October 1, 2019 through October 31, 2019
|
|
249
|
|
|
$
|
31.86
|
|
|
—
|
|
|
$
|
98.7
|
|
November 1, 2019 through November 30, 2019
|
|
645
|
|
|
$
|
33.70
|
|
|
—
|
|
|
$
|
98.7
|
|
December 1, 2019 through December 31, 2019
|
|
612
|
|
|
$
|
33.16
|
|
|
—
|
|
|
$
|
98.7
|
|
Total
|
|
1,506
|
|
|
|
|
|
—
|
|
|
$
|
98.7
|
|
|
|
Ticker
|
|
12/31/2014
|
|
12/31/2015
|
|
12/30/2016*
|
|
12/29/2017*
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
Cooper-Standard Holdings Inc.
|
|
CPS
|
|
$
|
100.00
|
|
|
$
|
134.05
|
|
|
$
|
178.61
|
|
|
$
|
211.64
|
|
|
$
|
107.33
|
|
|
$
|
57.29
|
|
S&P 500
|
|
SPX
|
|
$
|
100.00
|
|
|
$
|
99.33
|
|
|
$
|
111.16
|
|
|
$
|
135.07
|
|
|
$
|
129.08
|
|
|
$
|
169.31
|
|
S&P Supercomposite Auto Parts & Equipment Index
|
|
S15AUTP
|
|
$
|
100.00
|
|
|
$
|
91.95
|
|
|
$
|
97.09
|
|
|
$
|
127.50
|
|
|
$
|
87.98
|
|
|
$
|
116.81
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Dollar amounts in millions except per share amounts)
|
||||||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,108.4
|
|
|
$
|
3,624.0
|
|
(5)
|
$
|
3,617.8
|
|
(5)
|
$
|
3,466.6
|
|
(5)
|
$
|
3,342.8
|
|
Net income
|
62.2
|
|
(1)
|
99.1
|
|
(2) (5)
|
141.2
|
|
(5)
|
135.1
|
|
(5)
|
111.8
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
67.5
|
|
(1)
|
103.6
|
|
(2) (5)
|
138.0
|
|
(5)
|
133.7
|
|
(5)
|
111.9
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.94
|
|
|
$
|
5.79
|
|
(5)
|
$
|
7.76
|
|
(5)
|
$
|
7.66
|
|
(5)
|
$
|
6.50
|
|
Diluted
|
$
|
3.92
|
|
|
$
|
5.66
|
|
(5)
|
$
|
7.35
|
|
(5)
|
$
|
7.14
|
|
(5)
|
$
|
6.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
359.5
|
|
|
$
|
265.0
|
|
|
$
|
516.0
|
|
|
$
|
480.1
|
|
|
$
|
378.2
|
|
Net working capital (3)
|
184.3
|
|
|
232.9
|
|
(5)
|
119.5
|
|
(5)
|
89.5
|
|
(5)
|
175.3
|
|
|||||
Total assets
|
2,635.6
|
|
|
2,624.1
|
|
|
2,726.5
|
|
(5)
|
2,491.7
|
|
|
2,304.3
|
|
|||||
Total non-current liabilities
|
1,039.7
|
|
|
952.3
|
|
(5)
|
1,047.3
|
|
(5)
|
1,015.2
|
|
(5)
|
1,008.1
|
|
|||||
Total debt (4)
|
807.6
|
|
|
831.1
|
|
|
758.2
|
|
|
762.9
|
|
|
777.9
|
|
|||||
Total equity
|
876.0
|
|
|
851.5
|
|
(5)
|
852.1
|
|
(5)
|
716.5
|
|
(5)
|
614.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
97.7
|
|
|
$
|
149.4
|
|
|
$
|
313.1
|
|
|
$
|
365.5
|
|
|
$
|
270.4
|
|
Investing activities
|
84.0
|
|
|
(383.0
|
)
|
|
(200.6
|
)
|
|
(198.3
|
)
|
|
(166.4
|
)
|
|||||
Financing activities
|
(84.0
|
)
|
|
(14.4
|
)
|
|
(75.5
|
)
|
|
(62.9
|
)
|
|
(11.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, including other intangible assets
|
$
|
164.5
|
|
|
$
|
218.1
|
|
|
$
|
186.8
|
|
|
$
|
164.4
|
|
|
$
|
166.3
|
|
(In millions of units)
|
2020(1)
|
|
2019(1)
|
|
2018(1)
|
|
Projected % Change 2019-2020
|
|
% Change 2018-2019
|
||
North America
|
16.5
|
|
16.3
|
|
17.0
|
|
1.3
|
%
|
|
(3.9
|
)%
|
Europe
|
20.7
|
|
21.1
|
|
22.0
|
|
(1.9
|
)%
|
|
(4.2
|
)%
|
Asia Pacific
|
44.7
|
|
46.1
|
|
49.2
|
|
(3.1
|
)%
|
|
(6.4
|
)%
|
Greater China
|
23.6
|
|
24.6
|
|
26.9
|
|
(4.0
|
)%
|
|
(8.4
|
)%
|
South America
|
3.4
|
|
3.3
|
|
3.4
|
|
4.2
|
%
|
|
(4.4
|
)%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
3.28
|
%
|
|
1.79
|
%
|
Rate of compensation increase
|
N/A (*)
|
|
|
1.33
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Discount rate
|
4.25
|
%
|
|
2.40
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
4.63
|
%
|
Rate of compensation increase
|
N/A (*)
|
|
|
3.31
|
%
|
Change in assumption
|
Impact on 2020 net periodic benefit cost
|
|
Impact on PBO as of December 31, 2019
|
|
1% increase in discount rate
|
-$1.4 million
|
|
-$50.6 million
|
|
1% decrease in discount rate
|
+$1.4 million
|
|
+$62.4 million
|
|
1% increase in expected return on plan assets
|
-$2.9 million
|
|
—
|
|
1% decrease in expected return on plan assets
|
+$2.9 million
|
|
—
|
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2019
|
1% increase in health care cost trend rate
|
+$0.2 million
|
|
+$4.3 million
|
1% decrease in health care cost trend rate
|
-$0.2 million
|
|
-$3.4 million
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
|
(Dollar amounts in thousands)
|
||||||||||||||||||
Sales
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
$
|
(515,642
|
)
|
|
$
|
6,269
|
|
Cost of products sold
|
2,749,278
|
|
|
3,075,737
|
|
|
2,946,687
|
|
|
(326,459
|
)
|
|
129,050
|
|
|||||
Gross profit
|
359,122
|
|
|
548,305
|
|
|
671,086
|
|
|
(189,183
|
)
|
|
(122,781
|
)
|
|||||
Selling, administration & engineering expenses
|
302,496
|
|
|
314,805
|
|
|
340,963
|
|
|
(12,309
|
)
|
|
(26,158
|
)
|
|||||
Gain on sale of business
|
(191,571
|
)
|
|
—
|
|
|
—
|
|
|
(191,571
|
)
|
|
—
|
|
|||||
Gain on sale of land
|
—
|
|
|
(10,377
|
)
|
|
—
|
|
|
10,377
|
|
|
(10,377
|
)
|
|||||
Amortization of intangibles
|
17,966
|
|
|
14,844
|
|
|
14,056
|
|
|
3,122
|
|
|
788
|
|
|||||
Goodwill impairment charges
|
—
|
|
|
45,281
|
|
|
—
|
|
|
(45,281
|
)
|
|
45,281
|
|
|||||
Other impairment charges
|
23,139
|
|
|
43,706
|
|
|
14,763
|
|
|
(20,567
|
)
|
|
28,943
|
|
|||||
Restructuring charges
|
51,102
|
|
|
29,722
|
|
|
35,137
|
|
|
21,380
|
|
|
(5,415
|
)
|
|||||
Operating profit
|
155,990
|
|
|
110,324
|
|
|
266,167
|
|
|
45,666
|
|
|
(155,843
|
)
|
|||||
Interest expense, net of interest income
|
(44,113
|
)
|
|
(41,004
|
)
|
|
(42,112
|
)
|
|
(3,109
|
)
|
|
1,108
|
|
|||||
Equity in earnings of affiliates
|
6,504
|
|
|
6,718
|
|
|
5,519
|
|
|
(214
|
)
|
|
1,199
|
|
|||||
Loss on refinancing and extinguishment of debt
|
—
|
|
|
(770
|
)
|
|
(1,020
|
)
|
|
770
|
|
|
250
|
|
|||||
Pension settlement charges
|
(15,819
|
)
|
|
(775
|
)
|
|
(6,427
|
)
|
|
(15,044
|
)
|
|
5,652
|
|
|||||
Other expense, net
|
(4,260
|
)
|
|
(4,838
|
)
|
|
(9,380
|
)
|
|
578
|
|
|
4,542
|
|
|||||
Income before income taxes
|
98,302
|
|
|
69,655
|
|
|
212,747
|
|
|
28,647
|
|
|
(143,092
|
)
|
|||||
Income tax expense (benefit)
|
36,089
|
|
|
(29,400
|
)
|
|
71,506
|
|
|
65,489
|
|
|
(100,906
|
)
|
|||||
Net income
|
62,213
|
|
|
99,055
|
|
|
141,241
|
|
|
(36,842
|
)
|
|
(42,186
|
)
|
|||||
Net loss (income) attributable to noncontrolling interests
|
5,316
|
|
|
4,546
|
|
|
(3,270
|
)
|
|
770
|
|
|
7,816
|
|
|||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
67,529
|
|
|
$
|
103,601
|
|
|
$
|
137,971
|
|
|
$
|
(36,072
|
)
|
|
$
|
(34,370
|
)
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Acquisitions / Divestiture, Net
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Total sales
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
(515,642
|
)
|
|
|
$
|
(310,381
|
)
|
|
$
|
(86,774
|
)
|
|
$
|
(118,487
|
)
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost Increases / (Decreases)
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Cost of products sold
|
$
|
2,749,278
|
|
|
$
|
3,075,737
|
|
|
$
|
(326,459
|
)
|
|
|
$
|
(129,471
|
)
|
|
$
|
(70,899
|
)
|
|
$
|
(126,089
|
)
|
Gross profit
|
359,122
|
|
|
548,305
|
|
|
(189,183
|
)
|
|
|
(180,910
|
)
|
|
(15,875
|
)
|
|
7,602
|
|
||||||
Gross profit percentage of sales
|
11.6
|
%
|
|
15.1
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Acquisitions/Divestiture, Net
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Total sales
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
$
|
6,269
|
|
|
|
$
|
(82,548
|
)
|
|
$
|
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
|
548,305
|
|
|
671,086
|
|
|
(122,781
|
)
|
|
|
(130,976
|
)
|
|
11,920
|
|
|
(3,725
|
)
|
||||||
Gross profit percentage of sales
|
15.1
|
%
|
|
18.5
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Acquisitions / Divestiture, Net
|
||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
1,641,724
|
|
|
$
|
1,924,717
|
|
|
$
|
(282,993
|
)
|
|
|
$
|
(175,275
|
)
|
|
$
|
(5,433
|
)
|
|
$
|
(102,285
|
)
|
Europe
|
868,188
|
|
|
1,030,102
|
|
|
(161,914
|
)
|
|
|
(57,722
|
)
|
|
(50,797
|
)
|
|
(53,395
|
)
|
||||||
Asia Pacific
|
503,953
|
|
|
571,160
|
|
|
(67,207
|
)
|
|
|
(81,777
|
)
|
|
(22,623
|
)
|
|
37,193
|
|
||||||
South America
|
94,535
|
|
|
98,063
|
|
|
(3,528
|
)
|
|
|
4,393
|
|
|
(7,921
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
(515,642
|
)
|
|
|
$
|
(310,381
|
)
|
|
$
|
(86,774
|
)
|
|
$
|
(118,487
|
)
|
•
|
The impact of foreign currency exchange was primarily related to the Euro, Chinese Renminbi and the Brazilian Real.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost (Increases) / Decreases
|
|
Acquisitions / Divestiture, Net
|
||||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||||||
Segment adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
212,530
|
|
|
$
|
320,955
|
|
|
$
|
(108,425
|
)
|
|
|
$
|
(103,375
|
)
|
|
$
|
(5,389
|
)
|
|
$
|
4,704
|
|
|
$
|
(4,365
|
)
|
Europe
|
22,702
|
|
|
45,105
|
|
|
(22,403
|
)
|
|
|
(27,764
|
)
|
|
(3,508
|
)
|
|
13,534
|
|
|
(4,665
|
)
|
|||||||
Asia Pacific
|
(29,496
|
)
|
|
13,849
|
|
|
(43,345
|
)
|
|
|
(52,034
|
)
|
|
(1,080
|
)
|
|
9,914
|
|
|
(145
|
)
|
|||||||
South America
|
(4,128
|
)
|
|
(7,251
|
)
|
|
3,123
|
|
|
|
2,263
|
|
|
(673
|
)
|
|
1,533
|
|
|
—
|
|
|||||||
Consolidated adjusted EBITDA
|
$
|
201,608
|
|
|
$
|
372,658
|
|
|
$
|
(171,050
|
)
|
|
|
$
|
(180,910
|
)
|
|
$
|
(10,650
|
)
|
|
$
|
29,685
|
|
|
$
|
(9,175
|
)
|
•
|
The unfavorable impact of foreign currency exchange was primarily driven by the Canadian Dollar, the Euro, the Chinese Renminbi, the Polish Zloty, the Czech Koruna and the Brazilian Real.
|
•
|
The Cost (Increases) / Decreases category above includes:
|
◦
|
The increase in commodity, general inflation, and tariffs;
|
◦
|
Tax settlements in South America and the one-time impact of commercial settlements in Asia Pacific;
|
◦
|
Net operational efficiencies of $80.9 million primarily driven by our North America, Europe, and Asia Pacific segments; and
|
◦
|
The decrease in selling, administrative and engineering expense due to efficiencies related to cost improvement initiatives.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Acquisitions / Divestiture, Net
|
||||||||||||
|
(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
|
571,160
|
|
|
584,808
|
|
|
(13,648
|
)
|
|
|
(47,857
|
)
|
|
7,272
|
|
|
26,937
|
|
||||||
South America
|
98,063
|
|
|
106,557
|
|
|
(8,494
|
)
|
|
|
5,347
|
|
|
(13,841
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
$
|
6,269
|
|
|
|
$
|
(82,548
|
)
|
|
$
|
41,588
|
|
|
$
|
47,229
|
|
•
|
The impact of foreign currency exchange primarily related to the Euro, the Brazilian Real and the Chinese Renminbi.
|
|
Year Ended December 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost (Increases) / Decreases
|
|
Acquisitions / Divestiture, Net
|
||||||||||||||
|
(Dollar amounts in thousands)
|
|||||||||||||||||||||||||||
Segment adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
320,955
|
|
|
$
|
326,584
|
|
|
$
|
(5,629
|
)
|
|
|
$
|
(42,048
|
)
|
|
$
|
(319
|
)
|
|
$
|
30,494
|
|
|
$
|
6,244
|
|
Europe
|
45,105
|
|
|
74,598
|
|
|
(29,493
|
)
|
|
|
(49,826
|
)
|
|
4,157
|
|
|
18,782
|
|
|
(2,606
|
)
|
|||||||
Asia Pacific
|
13,849
|
|
|
54,356
|
|
|
(40,507
|
)
|
|
|
(41,890
|
)
|
|
3,119
|
|
|
(3,668
|
)
|
|
1,932
|
|
|||||||
South America
|
(7,251
|
)
|
|
(3,891
|
)
|
|
(3,360
|
)
|
|
|
2,788
|
|
|
(3,240
|
)
|
|
(2,908
|
)
|
|
—
|
|
|||||||
Consolidated adjusted EBITDA
|
$
|
372,658
|
|
|
$
|
451,647
|
|
|
$
|
(78,989
|
)
|
|
|
$
|
(130,976
|
)
|
|
$
|
3,717
|
|
|
$
|
42,700
|
|
|
$
|
5,570
|
|
•
|
The favorable impact of foreign currency exchange impact was primarily driven by the Euro and Chinese Renminbi, partially offset by the Brazilian Real.
|
•
|
The Cost (Increases) / Decreases category above includes:
|
◦
|
Net operational efficiencies of $80.2 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.
|
•
|
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
|
$
|
786.5
|
|
|
$
|
60.1
|
|
|
$
|
6.8
|
|
|
$
|
319.6
|
|
|
$
|
400.0
|
|
Interest on debt obligations
|
202.5
|
|
|
34.8
|
|
|
67.9
|
|
|
54.8
|
|
|
45.0
|
|
|||||
Operating lease obligations
|
96.4
|
|
|
27.2
|
|
|
33.0
|
|
|
19.9
|
|
|
16.3
|
|
|||||
Finance lease obligations
|
41.5
|
|
|
3.8
|
|
|
6.9
|
|
|
6.2
|
|
|
24.6
|
|
|||||
Total
|
$
|
1,126.9
|
|
|
$
|
125.9
|
|
|
$
|
114.6
|
|
|
$
|
400.5
|
|
|
$
|
485.9
|
|
•
|
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollar amounts in thousands)
|
||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
67,529
|
|
|
$
|
103,601
|
|
|
$
|
137,971
|
|
Income tax expense (benefit)
|
36,089
|
|
|
(29,400
|
)
|
|
71,506
|
|
|||
Interest expense, net of interest income
|
44,113
|
|
|
41,004
|
|
|
42,112
|
|
|||
Depreciation and amortization
|
151,953
|
|
|
146,698
|
|
|
138,088
|
|
|||
EBITDA
|
$
|
299,684
|
|
|
$
|
261,903
|
|
|
$
|
389,677
|
|
Gain on sale of business (1)
|
(191,571
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charges (2)
|
51,102
|
|
|
29,722
|
|
|
35,137
|
|
|||
Other impairment charges (3)
|
23,139
|
|
|
43,706
|
|
|
14,763
|
|
|||
Pension settlement charges (4)
|
15,997
|
|
|
775
|
|
|
6,427
|
|
|||
Project costs (5)
|
2,090
|
|
|
4,881
|
|
|
—
|
|
|||
Lease termination costs (6)
|
1,167
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment charges (7)
|
—
|
|
|
39,818
|
|
|
—
|
|
|||
Gain on sale of land (8)
|
—
|
|
|
(10,377
|
)
|
|
—
|
|
|||
Amortization of inventory write-up (9)
|
—
|
|
|
1,460
|
|
|
—
|
|
|||
Loss on refinancing and extinguishment of debt (10)
|
—
|
|
|
770
|
|
|
1,020
|
|
|||
Foreign tax amnesty program (11)
|
—
|
|
|
—
|
|
|
4,623
|
|
|||
Adjusted EBITDA
|
$
|
201,608
|
|
|
$
|
372,658
|
|
|
$
|
451,647
|
|
(1)
|
Gain on sale of AVS product line. See Note 5. “Divestiture” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
|
(2)
|
Includes non-cash impairment charges related to restructuring.
|
(3)
|
Other non-cash impairment charges in 2019 and 2017 related to fixed assets of $23,139 and $14,763, respectively. Impairment charges in 2018 related to intangible assets of $791 and fixed assets of $42,915.
|
(4)
|
Non-cash pension settlement charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans.
|
(5)
|
Project costs recorded in selling, administration and engineering expense related to acquisitions and divestiture.
|
(6)
|
Lease termination costs no longer recorded as Restructuring charges in accordance with ASC 842. See Note 3. “New Accounting Pronouncements” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
|
(7)
|
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.
|
(8)
|
Gain on sale of land in Europe that was contemplated in conjunction with our restructuring plan. See Note 9. “Property, Plant and Equipment” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
|
(9)
|
Amortization of write-up of inventory to fair value for the 2018 acquisitions.
|
(10)
|
Loss on refinancing and extinguishment of debt relating to the March 2018 amendment and May 2017 amendment of the Term Loan Facility.
|
(11)
|
Relates to indirect taxes recorded in cost of products sold.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
10% strengthening of U.S. Dollar
|
|
($7.8) million
|
|
+ $0.9 million
|
10% weakening of U.S. Dollar
|
|
+ $10.5 million
|
|
+ $2.1 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, 2019, 2018 and 2017
|
|
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated balance sheets as of December 31, 2019 and December 31, 2018
|
|
Consolidated statements of changes in equity for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated statements of cash flows for the years ended December 31, 2019, 2018 and 2017
|
|
Notes to consolidated financial statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
Description of the Matter
|
As of December 31, 2019, the Company’s property, plant and equipment balance was $988 million. As discussed in Note 9 to the consolidated financial statements, during 2019 the Company recorded property, plant and equipment impairment charges at certain locations within its Europe and Asia Pacific segments due to the deterioration of their financial results. The Company evaluated its property, plant and equipment in these locations for recoverability and concluded that certain assets were impaired. The Company recognized a $22 million impairment charge, which is the amount by which the carrying value exceeded the estimated fair value of these assets.
Auditing the Company’s impairment measurement involved a high degree of judgment as estimates underlying the determination of fair value of the long-lived assets were based on assumptions affected by current market and economic conditions. The Company determined fair value using estimated salvage value or estimated orderly liquidation value, which was deemed the highest and best use of the assets.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to measure impairments of property, plant and equipment. Our audit procedures included among others, testing controls over the Company’s review of the significant assumptions and methodologies used in the calculation of the fair value of the related assets.
Our testing of the Company’s impairment of property, plant and equipment included, among other procedures, evaluating the assumptions used to estimate the fair value of the property, plant and equipment. We reviewed the valuation methodology to assess whether the methodology is widely recognized and appropriate for use in the valuation of the property, plant and equipment, tested significant assumptions and the data used in the valuation, and recalculated the valuation estimate based on the applicable inputs. We also involved our valuation specialists to assist in our assessment of the valuation approach and assumptions used to estimate the fair value.
|
Description of the Matter
|
As described in Note 6 to the financial statements, the Company at times enters into agreements that provide for lump sum payments to customers. Payments to customers are recorded as a reduction of revenue during the period the commitment is made and a liability is recorded for any commitments of future payments to customers. As of December 31, 2019, the Company has accrued $22 million related to commitments of future payments to customers.
Auditing the accounting for and completeness of agreements to make payments to customers, including the appropriate timing and presentation of adjustments to revenue and the related liability is challenging due to the unique facts and circumstances involved in each customer agreement, as well as on-going commercial negotiations with customers.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification and evaluation of agreements that include commitments to make payments to customers, including controls over management’s review of the completeness and timing of the recording of adjustments to revenue and the related liabilities.
Our audit procedures to test the completeness of the Company’s identification of such commitments included, among others, interviewing sales representatives who are responsible for negotiations with customers, reviewing customer negotiation documentation, and obtaining and reviewing a sample of customer agreements to review for new or contrary evidence. To test the timing of adjustments to revenue and related liabilities for commitments to make payments to customers, we selected a sample of customer agreements and evaluated the terms of the agreements to determine the appropriateness of the accounting treatment and also tested payments to customers.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
Cost of products sold
|
2,749,278
|
|
|
3,075,737
|
|
|
2,946,687
|
|
|||
Gross profit
|
359,122
|
|
|
548,305
|
|
|
671,086
|
|
|||
Selling, administration & engineering expenses
|
302,496
|
|
|
314,805
|
|
|
340,963
|
|
|||
Gain on sale of business
|
(191,571
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of land
|
—
|
|
|
(10,377
|
)
|
|
—
|
|
|||
Amortization of intangibles
|
17,966
|
|
|
14,844
|
|
|
14,056
|
|
|||
Goodwill impairment charges
|
—
|
|
|
45,281
|
|
|
—
|
|
|||
Other impairment charges
|
23,139
|
|
|
43,706
|
|
|
14,763
|
|
|||
Restructuring charges
|
51,102
|
|
|
29,722
|
|
|
35,137
|
|
|||
Operating profit
|
155,990
|
|
|
110,324
|
|
|
266,167
|
|
|||
Interest expense, net of interest income
|
(44,113
|
)
|
|
(41,004
|
)
|
|
(42,112
|
)
|
|||
Equity in earnings of affiliates
|
6,504
|
|
|
6,718
|
|
|
5,519
|
|
|||
Loss on refinancing and extinguishment of debt
|
—
|
|
|
(770
|
)
|
|
(1,020
|
)
|
|||
Pension settlement charges
|
(15,819
|
)
|
|
(775
|
)
|
|
(6,427
|
)
|
|||
Other expense, net
|
(4,260
|
)
|
|
(4,838
|
)
|
|
(9,380
|
)
|
|||
Income before income taxes
|
98,302
|
|
|
69,655
|
|
|
212,747
|
|
|||
Income tax expense (benefit)
|
36,089
|
|
|
(29,400
|
)
|
|
71,506
|
|
|||
Net income
|
62,213
|
|
|
99,055
|
|
|
141,241
|
|
|||
Net loss (income) attributable to noncontrolling interests
|
5,316
|
|
|
4,546
|
|
|
(3,270
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
67,529
|
|
|
$
|
103,601
|
|
|
$
|
137,971
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.94
|
|
|
$
|
5.79
|
|
|
$
|
7.76
|
|
Diluted
|
$
|
3.92
|
|
|
$
|
5.66
|
|
|
$
|
7.35
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
62,213
|
|
|
$
|
99,055
|
|
|
$
|
141,241
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Currency translation adjustment
|
(13,308
|
)
|
|
(46,902
|
)
|
|
49,242
|
|
|||
Benefit plan liabilities adjustment, net of tax
|
4,215
|
|
|
4,943
|
|
|
(3,137
|
)
|
|||
Fair value change of derivatives, net of tax
|
810
|
|
|
1,009
|
|
|
73
|
|
|||
Other comprehensive (loss) income, net of tax
|
(8,283
|
)
|
|
(40,950
|
)
|
|
46,178
|
|
|||
Comprehensive income
|
53,930
|
|
|
58,105
|
|
|
187,419
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
5,795
|
|
|
6,172
|
|
|
(4,874
|
)
|
|||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
59,725
|
|
|
$
|
64,277
|
|
|
$
|
182,545
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
359,536
|
|
|
$
|
264,980
|
|
Accounts receivable, net
|
423,155
|
|
|
418,607
|
|
||
Tooling receivable
|
148,175
|
|
|
141,106
|
|
||
Inventories
|
143,439
|
|
|
175,572
|
|
||
Prepaid expenses
|
34,452
|
|
|
36,878
|
|
||
Other current assets
|
93,513
|
|
|
108,683
|
|
||
Assets held for sale
|
—
|
|
|
103,898
|
|
||
Total current assets
|
1,202,270
|
|
|
1,249,724
|
|
||
Property, plant and equipment, net
|
988,277
|
|
|
984,241
|
|
||
Operating lease right-of-use assets, net
|
83,376
|
|
|
—
|
|
||
Goodwill
|
142,187
|
|
|
143,681
|
|
||
Intangible assets, net
|
84,369
|
|
|
99,602
|
|
||
Deferred tax assets
|
56,662
|
|
|
71,049
|
|
||
Other assets
|
78,441
|
|
|
75,848
|
|
||
Total assets
|
$
|
2,635,582
|
|
|
$
|
2,624,145
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
61,449
|
|
|
$
|
101,323
|
|
Accounts payable
|
426,055
|
|
|
452,320
|
|
||
Payroll liabilities
|
88,486
|
|
|
92,604
|
|
||
Accrued liabilities
|
119,841
|
|
|
102,976
|
|
||
Current operating lease liabilities
|
24,094
|
|
|
—
|
|
||
Liabilities held for sale
|
—
|
|
|
71,195
|
|
||
Total current liabilities
|
719,925
|
|
|
820,418
|
|
||
Long-term debt
|
746,179
|
|
|
729,805
|
|
||
Pension benefits
|
140,010
|
|
|
138,771
|
|
||
Postretirement benefits other than pensions
|
48,313
|
|
|
40,901
|
|
||
Long-term operating lease liabilities
|
60,234
|
|
|
—
|
|
||
Deferred tax liabilities
|
10,785
|
|
|
5,566
|
|
||
Other liabilities
|
34,154
|
|
|
37,209
|
|
||
Total liabilities
|
1,759,600
|
|
|
1,772,670
|
|
||
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; 18,908,566 shares issued and 16,842,757 outstanding as of December 31, 2019 and 19,620,546 shares issued and 17,554,737 outstanding as of December 31, 2018
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
490,451
|
|
|
501,511
|
|
||
Retained earnings
|
619,448
|
|
|
569,215
|
|
||
Accumulated other comprehensive loss
|
(253,741
|
)
|
|
(245,937
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
856,175
|
|
|
824,806
|
|
||
Noncontrolling interests
|
19,807
|
|
|
26,669
|
|
||
Total equity
|
875,982
|
|
|
851,475
|
|
||
Total liabilities and equity
|
$
|
2,635,582
|
|
|
$
|
2,624,145
|
|
|
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, 2016
|
17,690,611
|
|
$
|
17
|
|
$
|
513,934
|
|
$
|
420,659
|
|
$
|
(242,548
|
)
|
$
|
692,062
|
|
$
|
24,431
|
|
$
|
716,493
|
|
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
|
—
|
|
—
|
|
—
|
|
137,971
|
|
—
|
|
137,971
|
|
3,270
|
|
141,241
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
44,574
|
|
44,574
|
|
1,604
|
|
46,178
|
|
|||||||
Balance as of December 31, 2017
|
17,914,599
|
|
18
|
|
512,815
|
|
508,722
|
|
(197,974
|
)
|
823,581
|
|
28,520
|
|
852,101
|
|
|||||||
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 (loss) for 2018
|
—
|
|
—
|
|
—
|
|
103,601
|
|
—
|
|
103,601
|
|
(4,546
|
)
|
99,055
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,324
|
)
|
(39,324
|
)
|
(1,626
|
)
|
(40,950
|
)
|
|||||||
Balance as of December 31, 2018
|
17,554,737
|
|
17
|
|
501,511
|
|
569,215
|
|
(245,937
|
)
|
824,806
|
|
26,669
|
|
851,475
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
—
|
|
(2,607
|
)
|
—
|
|
(2,607
|
)
|
—
|
|
(2,607
|
)
|
|||||||
Repurchase of common stock
|
(817,954
|
)
|
—
|
|
(21,459
|
)
|
(14,478
|
)
|
—
|
|
(35,937
|
)
|
—
|
|
(35,937
|
)
|
|||||||
Share-based compensation, net
|
105,974
|
|
—
|
|
9,101
|
|
(211
|
)
|
—
|
|
8,890
|
|
—
|
|
8,890
|
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
1,298
|
|
—
|
|
—
|
|
1,298
|
|
(6,057
|
)
|
(4,759
|
)
|
|||||||
Contribution from noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,048
|
|
6,048
|
|
|||||||
Dividends declared to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,058
|
)
|
(1,058
|
)
|
|||||||
Net income (loss) for 2019
|
—
|
|
—
|
|
—
|
|
67,529
|
|
—
|
|
67,529
|
|
(5,316
|
)
|
62,213
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,804
|
)
|
(7,804
|
)
|
(479
|
)
|
(8,283
|
)
|
|||||||
Balance as of December 31, 2019
|
16,842,757
|
|
$
|
17
|
|
$
|
490,451
|
|
$
|
619,448
|
|
$
|
(253,741
|
)
|
$
|
856,175
|
|
$
|
19,807
|
|
$
|
875,982
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
62,213
|
|
|
$
|
99,055
|
|
|
$
|
141,241
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
133,987
|
|
|
131,854
|
|
|
124,032
|
|
|||
Amortization of intangibles
|
17,966
|
|
|
14,844
|
|
|
14,056
|
|
|||
Gain on sale of business
|
(191,571
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of land
|
—
|
|
|
(10,377
|
)
|
|
—
|
|
|||
Impairment charges
|
23,139
|
|
|
88,987
|
|
|
14,763
|
|
|||
Pension settlement charges
|
15,819
|
|
|
775
|
|
|
6,427
|
|
|||
Share-based compensation expense
|
11,865
|
|
|
8,520
|
|
|
24,963
|
|
|||
Equity in earnings, net of dividends related to earnings
|
(1,587
|
)
|
|
(1,856
|
)
|
|
(137
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
—
|
|
|
770
|
|
|
1,020
|
|
|||
Deferred income taxes
|
15,874
|
|
|
(38,931
|
)
|
|
7,975
|
|
|||
Other
|
5,230
|
|
|
2,652
|
|
|
1,286
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and tooling receivable
|
(26,534
|
)
|
|
17,916
|
|
|
(26,428
|
)
|
|||
Inventories
|
29,430
|
|
|
1,410
|
|
|
(13,929
|
)
|
|||
Prepaid expenses
|
(150
|
)
|
|
(4,647
|
)
|
|
5,981
|
|
|||
Accounts payable
|
(14,643
|
)
|
|
(32,502
|
)
|
|
11,415
|
|
|||
Payroll and accrued liabilities
|
(1,258
|
)
|
|
(61,800
|
)
|
|
8,378
|
|
|||
Other
|
17,917
|
|
|
(67,282
|
)
|
|
(7,937
|
)
|
|||
Net cash provided by operating activities
|
97,697
|
|
|
149,388
|
|
|
313,106
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(164,466
|
)
|
|
(218,071
|
)
|
|
(186,795
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(452
|
)
|
|
(171,653
|
)
|
|
(478
|
)
|
|||
Proceeds from sale of business
|
243,362
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of fixed assets and other
|
5,586
|
|
|
6,733
|
|
|
(13,349
|
)
|
|||
Net cash provided by (used for) investing activities
|
84,030
|
|
|
(382,991
|
)
|
|
(200,622
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Principal payments on long-term debt
|
(4,494
|
)
|
|
(3,437
|
)
|
|
(19,866
|
)
|
|||
Purchase of noncontrolling interest
|
(4,797
|
)
|
|
(2,450
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(36,550
|
)
|
|
(59,955
|
)
|
|
(55,123
|
)
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
—
|
|
|
2,373
|
|
|||
(Decrease) increase in short term debt, net
|
(40,406
|
)
|
|
65,198
|
|
|
10,683
|
|
|||
Taxes withheld and paid on employees' share-based payment awards
|
(2,787
|
)
|
|
(11,618
|
)
|
|
(13,297
|
)
|
|||
Contribution from noncontrolling interests and other
|
5,042
|
|
|
(2,178
|
)
|
|
(297
|
)
|
|||
Net cash used for financing activities
|
(83,992
|
)
|
|
(14,440
|
)
|
|
(75,527
|
)
|
|||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
(3,392
|
)
|
|
(3,019
|
)
|
|
(1,475
|
)
|
|||
Changes in cash, cash equivalents and restricted cash
|
94,343
|
|
|
(251,062
|
)
|
|
35,482
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
267,399
|
|
|
518,461
|
|
|
482,979
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
361,742
|
|
|
$
|
267,399
|
|
|
$
|
518,461
|
|
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:
|
|
|
|||||||||
Cash and cash equivalents
|
$
|
359,536
|
|
|
$
|
264,980
|
|
|
$
|
515,952
|
|
Restricted cash included in other current assets
|
12
|
|
|
18
|
|
|
88
|
|
|||
Restricted cash included in other assets
|
2,194
|
|
|
2,401
|
|
|
2,421
|
|
|||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
361,742
|
|
|
$
|
267,399
|
|
|
$
|
518,461
|
|
Supplemental Disclosure:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
47,580
|
|
|
$
|
44,877
|
|
|
$
|
47,424
|
|
Cash paid for income taxes, net of refunds
|
23,599
|
|
|
32,299
|
|
|
36,883
|
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||||||||
Sales
|
$
|
3,629,293
|
|
|
$
|
(5,251
|
)
|
|
$
|
3,624,042
|
|
|
$
|
3,618,126
|
|
|
$
|
(353
|
)
|
|
$
|
3,617,773
|
|
Gross profit
|
553,556
|
|
|
(5,251
|
)
|
|
548,305
|
|
|
671,439
|
|
|
(353
|
)
|
|
671,086
|
|
||||||
Income tax expense (benefit)
|
(29,683
|
)
|
|
283
|
|
|
(29,400
|
)
|
|
74,527
|
|
|
(3,021
|
)
|
|
71,506
|
|
||||||
Net income
|
104,589
|
|
|
(5,534
|
)
|
|
99,055
|
|
|
138,573
|
|
|
2,668
|
|
|
141,241
|
|
||||||
Net loss (income) attributable to noncontrolling interests
|
3,177
|
|
|
1,369
|
|
|
4,546
|
|
|
(3,270
|
)
|
|
—
|
|
|
(3,270
|
)
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
107,766
|
|
|
(4,165
|
)
|
|
103,601
|
|
|
135,303
|
|
|
2,668
|
|
|
137,971
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
6.02
|
|
|
$
|
(0.23
|
)
|
|
$
|
5.79
|
|
|
$
|
7.61
|
|
|
$
|
0.15
|
|
|
$
|
7.76
|
|
Diluted
|
$
|
5.89
|
|
|
$
|
(0.23
|
)
|
|
$
|
5.66
|
|
|
$
|
7.21
|
|
|
$
|
0.14
|
|
|
$
|
7.35
|
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||||||||
Currency translation adjustment
|
$
|
(47,397
|
)
|
|
$
|
495
|
|
|
$
|
(46,902
|
)
|
|
$
|
49,600
|
|
|
$
|
(358
|
)
|
|
$
|
49,242
|
|
Comprehensive loss (income) attributable to noncontrolling interests
|
4,804
|
|
|
1,368
|
|
|
6,172
|
|
|
(4,874
|
)
|
|
—
|
|
|
(4,874
|
)
|
||||||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
67,948
|
|
|
(3,671
|
)
|
|
64,277
|
|
|
180,235
|
|
|
2,310
|
|
|
182,545
|
|
|
December 31, 2018
|
||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Deferred tax assets
|
$
|
70,007
|
|
|
$
|
1,042
|
|
|
$
|
71,049
|
|
Accrued liabilities
|
98,907
|
|
|
4,069
|
|
|
102,976
|
|
|||
Deferred tax liabilities
|
8,233
|
|
|
(2,667
|
)
|
|
5,566
|
|
|||
Other liabilities
|
29,542
|
|
|
7,667
|
|
|
37,209
|
|
|||
Total liabilities
|
1,763,601
|
|
|
9,069
|
|
|
1,772,670
|
|
|||
Retained earnings
|
576,025
|
|
|
(6,810
|
)
|
|
569,215
|
|
|||
Accumulated other comprehensive loss
|
(246,088
|
)
|
|
151
|
|
|
(245,937
|
)
|
|||
Total Cooper-Standard Holdings Inc. equity
|
831,465
|
|
|
(6,659
|
)
|
|
824,806
|
|
|||
Noncontrolling interests
|
28,037
|
|
|
(1,368
|
)
|
|
26,669
|
|
|||
Total equity
|
859,502
|
|
|
(8,027
|
)
|
|
851,475
|
|
|
Balance as of December 31, 2017
|
|
Balance as of December 31, 2016
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||||||||
Retained earnings
|
$
|
511,367
|
|
|
$
|
(2,645
|
)
|
|
$
|
508,722
|
|
|
$
|
425,972
|
|
|
$
|
(5,313
|
)
|
|
$
|
420,659
|
|
Accumulated other comprehensive loss
|
(197,631
|
)
|
|
(343
|
)
|
|
(197,974
|
)
|
|
(242,563
|
)
|
|
15
|
|
|
(242,548
|
)
|
||||||
Total equity
|
855,089
|
|
|
(2,988
|
)
|
|
852,101
|
|
|
721,791
|
|
|
(5,298
|
)
|
|
716,493
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
57,070
|
|
|
$
|
50,999
|
|
Work in process
|
33,753
|
|
|
37,815
|
|
||
Raw materials and supplies
|
52,616
|
|
|
86,758
|
|
||
|
$
|
143,439
|
|
|
$
|
175,572
|
|
|
Balance as of December 31, 2018
|
|
Adjustments due to adoption of ASC 842
|
|
Balance as of January 1, 2019
|
||||||
Prepaid expenses
|
$
|
36,878
|
|
|
$
|
(2,704
|
)
|
|
$
|
34,174
|
|
Assets held for sale
|
103,898
|
|
|
9,559
|
|
|
113,457
|
|
|||
Operating lease right-of-use assets, net
|
—
|
|
|
102,268
|
|
|
102,268
|
|
|||
Accrued liabilities
|
102,976
|
|
|
(336
|
)
|
|
102,640
|
|
|||
Current operating lease liabilities
|
—
|
|
|
27,229
|
|
|
27,229
|
|
|||
Liabilities held for sale
|
71,195
|
|
|
9,561
|
|
|
80,756
|
|
|||
Long-term operating lease liabilities
|
—
|
|
|
75,276
|
|
|
75,276
|
|
|||
Retained earnings
|
569,215
|
|
|
(2,607
|
)
|
|
566,608
|
|
Standard
|
Description
|
Effective Date
|
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. Adoption resulted in the removal of the disclosure of the ineffective portion of the gain (loss) reclassified from Accumulated Other Comprehensive Income (“AOCI”) to income.
|
January 1, 2019
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
|
Modifies ASC Topic 740 by removing certain exceptions and amending existing guidance in order to simplify the accounting for income taxes.
|
The Company is currently evaluating the impact of this guidance on its accounting policies and its consolidated financial statements.
|
January 1, 2021
|
Standard
|
Description
|
Effective Date
|
ASU 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
This standard amends guidance on the measurement of all expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions and reasonable and supportable forecasts. The Company will adopt the guidance effective January 1, 2020 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 believes the equity impact of adopting the standard will be $1,700. This standard will not have a material impact on the Company’s consolidated income statement or statement of cash flows. Additionally, the impact to the Company’s processes, accounting policies and controls is not significant.
|
January 1, 2020
|
ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans
|
This standard modifies the disclosure requirements for ASC Topic 715 by removing and modifying existing disclosure requirements as well as adding new disclosures. The Company expects this standard will primarily result in additional pension disclosures while also removing certain disclosures. Specifically, the weighted-average interest crediting rate for the 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 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract
|
Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
|
January 1, 2020
|
|
|
August 1, 2018
|
||
Accounts receivable
|
|
$
|
11,092
|
|
Inventories
|
|
7,566
|
|
|
Prepaid expenses and other
|
|
365
|
|
|
Property, plant, and equipment
|
|
22,847
|
|
|
Goodwill
|
|
26,080
|
|
|
Intangible assets
|
|
34,810
|
|
|
Other assets
|
|
1,488
|
|
|
Total assets acquired
|
|
104,248
|
|
|
Accounts payable
|
|
4,565
|
|
|
Other current liabilities
|
|
2,286
|
|
|
Other liabilities
|
|
4,673
|
|
|
Total liabilities assumed
|
|
11,524
|
|
|
Net assets acquired
|
|
$
|
92,724
|
|
|
|
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
|
$
|
1,504,136
|
|
|
$
|
765,771
|
|
|
$
|
503,676
|
|
|
$
|
94,310
|
|
|
$
|
2,867,893
|
|
Commercial
|
18,997
|
|
|
28,068
|
|
|
73
|
|
|
114
|
|
|
47,252
|
|
|||||
Other
|
118,591
|
|
|
74,349
|
|
|
204
|
|
|
111
|
|
|
193,255
|
|
|||||
Revenue
|
$
|
1,641,724
|
|
|
$
|
868,188
|
|
|
$
|
503,953
|
|
|
$
|
94,535
|
|
|
$
|
3,108,400
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Automotive
|
$
|
1,834,780
|
|
|
$
|
917,892
|
|
|
$
|
571,137
|
|
|
$
|
97,484
|
|
|
$
|
3,421,293
|
|
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
|
|
|
$
|
571,160
|
|
|
$
|
98,063
|
|
|
$
|
3,624,042
|
|
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 (Divested on April 1, 2019)
|
|
Control and isolate vibration and noise in the vehicle to improve ride and
handling
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Sealing systems
|
$
|
567,588
|
|
|
$
|
563,701
|
|
|
$
|
334,056
|
|
|
$
|
69,111
|
|
|
$
|
1,534,456
|
|
Fuel and brake delivery systems
|
479,962
|
|
|
124,803
|
|
|
112,253
|
|
|
23,871
|
|
|
740,889
|
|
|||||
Fluid transfer systems
|
453,064
|
|
|
87,375
|
|
|
56,180
|
|
|
1,553
|
|
|
598,172
|
|
|||||
Anti-vibration systems
|
56,457
|
|
|
20,807
|
|
|
1,464
|
|
|
—
|
|
|
78,728
|
|
|||||
Other
|
84,653
|
|
|
71,502
|
|
|
—
|
|
|
—
|
|
|
156,155
|
|
|||||
Consolidated
|
$
|
1,641,724
|
|
|
$
|
868,188
|
|
|
$
|
503,953
|
|
|
$
|
94,535
|
|
|
$
|
3,108,400
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Sealing systems
|
$
|
635,702
|
|
|
$
|
646,213
|
|
|
$
|
442,774
|
|
|
$
|
73,256
|
|
|
$
|
1,797,945
|
|
Fuel and brake delivery systems
|
545,907
|
|
|
138,557
|
|
|
87,131
|
|
|
24,440
|
|
|
796,035
|
|
|||||
Fluid transfer systems
|
442,392
|
|
|
87,593
|
|
|
32,990
|
|
|
367
|
|
|
563,342
|
|
|||||
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
|
|
|
$
|
571,160
|
|
|
$
|
98,063
|
|
|
$
|
3,624,042
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Change
|
||||||
Contract assets
|
|
$
|
1,100
|
|
|
$
|
14,757
|
|
|
$
|
(13,657
|
)
|
Contract liabilities
|
|
(61
|
)
|
|
(143
|
)
|
|
82
|
|
|||
Net contract assets
|
|
$
|
1,039
|
|
|
$
|
14,614
|
|
|
$
|
(13,575
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
North America
|
$
|
20,759
|
|
|
$
|
5,413
|
|
|
$
|
5,963
|
|
Europe
|
23,525
|
|
|
17,765
|
|
|
25,862
|
|
|||
Asia Pacific
|
6,781
|
|
|
6,290
|
|
|
2,324
|
|
|||
South America
|
37
|
|
|
254
|
|
|
988
|
|
|||
Total
|
$
|
51,102
|
|
|
$
|
29,722
|
|
|
$
|
35,137
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
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
|
|
Expense
|
34,354
|
|
|
16,748
|
|
|
51,102
|
|
|||
Cash payments
|
(20,661
|
)
|
|
(13,285
|
)
|
|
(33,946
|
)
|
|||
Foreign exchange translation and other
|
(101
|
)
|
|
(3,287
|
)
|
|
(3,388
|
)
|
|||
Balance as of December 31, 2019
|
$
|
22,990
|
|
|
$
|
4,005
|
|
|
$
|
26,995
|
|
|
|
Year Ended December 31, 2019
|
||
Operating lease expense
|
|
$
|
33,360
|
|
Short-term lease expense
|
|
3,557
|
|
|
Variable lease expense
|
|
1,619
|
|
|
Finance lease expense:
|
|
|
||
Amortization of right-of-use assets
|
|
2,550
|
|
|
Interest on lease liabilities
|
|
1,438
|
|
|
Total lease expense
|
|
$
|
42,524
|
|
|
|
Year Ended December 31, 2019
|
||
Supplemental Cash Flows Information
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
34,235
|
|
Operating cash flows for finance leases
|
|
1,438
|
|
|
Financing cash flows for finance leases
|
|
1,284
|
|
|
Non-cash right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
11,143
|
|
|
Finance leases
|
|
22,671
|
|
|
|
|
|
||
Weighted Average Remaining Lease Term (in years)
|
|
|
||
Operating leases
|
|
5.2
|
|
|
Finance leases
|
|
11.3
|
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
|
||
Operating leases
|
|
4.7
|
%
|
|
Finance leases
|
|
6.1
|
%
|
|
|
|
|
Year
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
|
$
|
27,205
|
|
|
$
|
3,780
|
|
2021
|
|
19,116
|
|
|
3,559
|
|
||
2022
|
|
13,824
|
|
|
3,320
|
|
||
2023
|
|
11,248
|
|
|
3,059
|
|
||
2024
|
|
8,646
|
|
|
3,237
|
|
||
Thereafter
|
|
16,316
|
|
|
24,591
|
|
||
Total future minimum lease payments
|
|
96,355
|
|
|
41,546
|
|
||
Less imputed interest
|
|
(12,027
|
)
|
|
(11,773
|
)
|
||
Total
|
|
$
|
84,328
|
|
|
$
|
29,773
|
|
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheet as of December 31, 2019
|
||||||||
Operating lease right-of-use assets, net
|
|
$
|
83,376
|
|
|
$
|
—
|
|
Debt payable within one year
|
|
—
|
|
|
2,343
|
|
||
Current operating lease liabilities
|
|
24,094
|
|
|
—
|
|
||
Long-term debt
|
|
—
|
|
|
27,430
|
|
||
Long-term operating lease liabilities
|
|
60,234
|
|
|
—
|
|
|
December 31,
|
|
Estimated
|
||||||
|
2019
|
|
2018
|
|
Useful Lives
|
||||
Land and improvements
|
$
|
66,670
|
|
|
$
|
72,931
|
|
|
10 to 25 years
|
Buildings and improvements
|
310,797
|
|
|
313,722
|
|
|
10 to 40 years
|
||
Machinery and equipment
|
1,204,457
|
|
|
1,076,369
|
|
|
5 to 10 years
|
||
Construction in progress
|
161,951
|
|
|
192,533
|
|
|
|
||
|
$
|
1,743,875
|
|
|
$
|
1,655,555
|
|
|
|
Accumulated depreciation
|
(755,598
|
)
|
|
(671,314
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
988,277
|
|
|
$
|
984,241
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
North America
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
1,895
|
|
Europe
|
9,943
|
|
|
30,978
|
|
|
6,327
|
|
|||
Asia Pacific
|
13,146
|
|
|
11,937
|
|
|
6,541
|
|
|||
South America
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
23,139
|
|
|
$
|
42,915
|
|
|
$
|
14,763
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
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
|
|
Adjustments related to recent acquisitions
|
(1,689
|
)
|
|
—
|
|
|
—
|
|
|
(1,689
|
)
|
||||
Foreign exchange translation
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||
Balance as of December 31, 2019
|
$
|
142,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,187
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
$
|
156,557
|
|
|
$
|
(113,871
|
)
|
|
$
|
42,686
|
|
Other
|
49,556
|
|
|
(7,873
|
)
|
|
41,683
|
|
|||
Balance as of December 31, 2019
|
$
|
206,113
|
|
|
$
|
(121,744
|
)
|
|
$
|
84,369
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
157,286
|
|
|
$
|
(98,937
|
)
|
|
$
|
58,349
|
|
Other
|
45,401
|
|
|
(4,148
|
)
|
|
41,253
|
|
|||
Balance as of December 31, 2018
|
$
|
202,687
|
|
|
$
|
(103,085
|
)
|
|
$
|
99,602
|
|
Year
|
|
Expense
|
||
2020
|
|
$
|
11,906
|
|
2021
|
|
7,642
|
|
|
2022
|
|
7,642
|
|
|
2023
|
|
7,496
|
|
|
2024
|
|
7,206
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Senior Notes
|
$
|
395,114
|
|
|
$
|
394,399
|
|
Term Loan
|
326,061
|
|
|
328,485
|
|
||
ABL Facility
|
—
|
|
|
50,000
|
|
||
Finance Leases
|
29,773
|
|
|
10,297
|
|
||
Other borrowings
|
56,680
|
|
|
47,947
|
|
||
Total debt
|
807,628
|
|
|
831,128
|
|
||
Less current portion
|
(61,449
|
)
|
|
(101,323
|
)
|
||
Total long-term debt
|
$
|
746,179
|
|
|
$
|
729,805
|
|
Year
|
|
Debt and Finance Lease Obligations
|
||
2020
|
|
$
|
62,423
|
|
2021
|
|
6,200
|
|
|
2022
|
|
5,962
|
|
|
2023
|
|
321,949
|
|
|
2024
|
|
2,406
|
|
|
Thereafter
|
|
417,313
|
|
|
Total
|
|
$
|
816,253
|
|
•
|
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, 2019
|
|
December 31, 2018
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
|
$
|
467
|
|
|
$
|
277
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
|
$
|
(42
|
)
|
|
$
|
(925
|
)
|
|
Level 2
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Aggregate fair value
|
$
|
693,600
|
|
|
$
|
684,687
|
|
Aggregate carrying value (1)
|
$
|
729,800
|
|
|
$
|
733,200
|
|
|
Gain (Loss) Recognized in OCI
|
||||||
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Forward foreign exchange contracts
|
$
|
3,812
|
|
|
$
|
2,149
|
|
Interest rate swaps
|
—
|
|
|
443
|
|
||
Total
|
$
|
3,812
|
|
|
$
|
2,592
|
|
|
|
|
Gain (Loss) Reclassified from AOCI to Income
|
||||||
|
|
|
Year Ended December 31,
|
||||||
|
Classification
|
|
2019
|
|
2018
|
||||
Forward foreign exchange contracts
|
Cost of products sold
|
|
$
|
2,773
|
|
|
$
|
1,113
|
|
Interest rate swaps
|
Interest expense, net of interest income
|
|
—
|
|
|
(162
|
)
|
||
Total
|
|
|
$
|
2,773
|
|
|
$
|
951
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Off-balance sheet arrangements
|
$
|
103,818
|
|
|
$
|
100,409
|
|
|
Off-Balance Sheet Arrangements
|
||||||
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accounts receivable factored
|
$
|
556,102
|
|
|
$
|
626,618
|
|
|
Off-Balance Sheet Arrangements
|
|
On-Balance Sheet Arrangements
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Costs
|
$
|
1,007
|
|
|
$
|
1,248
|
|
|
$
|
1,904
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in projected benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of period
|
$
|
288,223
|
|
|
$
|
183,850
|
|
|
$
|
315,698
|
|
|
$
|
197,169
|
|
Service cost
|
809
|
|
|
3,893
|
|
|
852
|
|
|
4,383
|
|
||||
Interest cost
|
10,955
|
|
|
4,037
|
|
|
10,824
|
|
|
4,207
|
|
||||
Actuarial (gain) loss
|
28,771
|
|
|
17,756
|
|
|
(21,684
|
)
|
|
(3,001
|
)
|
||||
Benefits paid
|
(14,625
|
)
|
|
(6,038
|
)
|
|
(17,467
|
)
|
|
(7,125
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
11
|
|
|
—
|
|
|
(10,697
|
)
|
||||
Settlements
|
(58,198
|
)
|
|
(2,263
|
)
|
|
—
|
|
|
(4,974
|
)
|
||||
Acquisitions/Divestiture
|
—
|
|
|
(16,953
|
)
|
|
—
|
|
|
2,778
|
|
||||
Other
|
—
|
|
|
71
|
|
|
—
|
|
|
1,110
|
|
||||
Projected benefit obligations at end of period
|
$
|
255,935
|
|
|
$
|
184,364
|
|
|
$
|
288,223
|
|
|
$
|
183,850
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
265,019
|
|
|
$
|
47,692
|
|
|
$
|
275,767
|
|
|
$
|
52,026
|
|
Actual return on plan assets
|
50,488
|
|
|
6,948
|
|
|
(16,631
|
)
|
|
(746
|
)
|
||||
Employer contributions
|
1,929
|
|
|
6,646
|
|
|
23,350
|
|
|
9,136
|
|
||||
Benefits paid
|
(14,625
|
)
|
|
(6,038
|
)
|
|
(17,467
|
)
|
|
(7,125
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
2,399
|
|
|
—
|
|
|
(4,014
|
)
|
||||
Settlements
|
(58,198
|
)
|
|
(2,841
|
)
|
|
—
|
|
|
(3,730
|
)
|
||||
Acquisitions/Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||||
Fair value of plan assets at end of period
|
$
|
244,613
|
|
|
$
|
54,806
|
|
|
$
|
265,019
|
|
|
$
|
47,692
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plans
|
$
|
(11,322
|
)
|
|
$
|
(129,558
|
)
|
|
$
|
(23,204
|
)
|
|
$
|
(136,158
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
2,677
|
|
|
$
|
1,887
|
|
|
$
|
524
|
|
|
$
|
433
|
|
Accrued liabilities
|
$
|
(1,021
|
)
|
|
$
|
(4,413
|
)
|
|
$
|
(1,011
|
)
|
|
$
|
(4,643
|
)
|
Pension benefits (long term)
|
$
|
(12,978
|
)
|
|
$
|
(127,032
|
)
|
|
$
|
(22,717
|
)
|
|
$
|
(131,948
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service costs
|
$
|
(96
|
)
|
|
$
|
(351
|
)
|
|
$
|
(116
|
)
|
|
$
|
(990
|
)
|
Actuarial losses
|
$
|
(61,184
|
)
|
|
$
|
(49,682
|
)
|
|
$
|
(84,857
|
)
|
|
$
|
(41,844
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||
Prior service costs
|
$
|
(20
|
)
|
|
$
|
(206
|
)
|
Actuarial losses
|
$
|
(1,920
|
)
|
|
$
|
(3,029
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
809
|
|
|
$
|
3,893
|
|
|
$
|
852
|
|
|
$
|
4,383
|
|
|
$
|
814
|
|
|
$
|
4,025
|
|
Interest cost
|
10,955
|
|
|
4,037
|
|
|
10,824
|
|
|
4,207
|
|
|
11,700
|
|
|
4,341
|
|
||||||
Expected return on plan assets
|
(16,353
|
)
|
|
(2,400
|
)
|
|
(17,414
|
)
|
|
(2,178
|
)
|
|
(16,012
|
)
|
|
(2,617
|
)
|
||||||
Amortization of prior service cost and actuarial loss
|
2,914
|
|
|
2,373
|
|
|
2,403
|
|
|
2,646
|
|
|
1,871
|
|
|
2,898
|
|
||||||
Settlements
|
15,247
|
|
|
572
|
|
|
—
|
|
|
775
|
|
|
—
|
|
|
6,427
|
|
||||||
Other
|
—
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
$
|
13,572
|
|
|
$
|
9,431
|
|
|
$
|
(3,335
|
)
|
|
$
|
9,833
|
|
|
$
|
(1,627
|
)
|
|
$
|
15,074
|
|
|
2019
|
|
2018
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.28
|
%
|
|
1.79
|
%
|
|
4.25
|
%
|
|
2.34
|
%
|
Rate of compensation increase
|
N/A
|
|
|
1.33
|
%
|
|
N/A
|
|
|
2.99
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.25
|
%
|
|
2.40
|
%
|
|
3.55
|
%
|
|
2.17
|
%
|
|
3.99
|
%
|
|
2.23
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
4.63
|
%
|
|
6.50
|
%
|
|
5.82
|
%
|
|
6.60
|
%
|
|
5.94
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.31
|
%
|
|
N/A
|
|
|
3.17
|
%
|
|
N/A
|
|
|
3.15
|
%
|
2019
|
|
Level 1
|
|
Level 2
|
|
Assets measured at NAV (1)
|
|
Total
|
||||||||
Equity funds
|
|
$
|
16,613
|
|
|
$
|
20,126
|
|
|
$
|
—
|
|
|
$
|
36,739
|
|
Equity funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
101,053
|
|
|
101,053
|
|
||||
Bond funds
|
|
—
|
|
|
34,680
|
|
|
—
|
|
|
34,680
|
|
||||
Bond funds measured at net asset value
|
|
—
|
|
|
—
|
|
|
98,967
|
|
|
98,967
|
|
||||
Real estate measured at net asset value
|
|
—
|
|
|
—
|
|
|
25,425
|
|
|
25,425
|
|
||||
Cash and cash equivalents
|
|
2,555
|
|
|
—
|
|
|
—
|
|
|
2,555
|
|
||||
Total
|
|
$
|
19,168
|
|
|
$
|
54,806
|
|
|
$
|
225,445
|
|
|
$
|
299,419
|
|
2018
|
|
Level 1
|
|
Level 2
|
|
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
|
|
Beginning balance of assets classified as Level 3 as of January 1, 2018
|
$
|
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
|
||||||
2020
|
$
|
16,721
|
|
|
$
|
6,504
|
|
|
$
|
23,225
|
|
2021
|
14,756
|
|
|
6,208
|
|
|
20,964
|
|
|||
2022
|
15,475
|
|
|
29,264
|
|
|
44,739
|
|
|||
2023
|
14,761
|
|
|
7,035
|
|
|
21,796
|
|
|||
2024
|
15,477
|
|
|
7,717
|
|
|
23,194
|
|
|||
2025 - 2029
|
75,448
|
|
|
41,698
|
|
|
117,146
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
25,633
|
|
|
$
|
21,981
|
|
|
$
|
34,824
|
|
|
$
|
24,242
|
|
Service cost
|
118
|
|
|
397
|
|
|
308
|
|
|
495
|
|
||||
Interest cost
|
864
|
|
|
752
|
|
|
1,198
|
|
|
789
|
|
||||
Actuarial (gain) loss
|
1,697
|
|
|
1,705
|
|
|
(9,227
|
)
|
|
(1,130
|
)
|
||||
Benefits paid
|
(1,491
|
)
|
|
(570
|
)
|
|
(1,475
|
)
|
|
(495
|
)
|
||||
Divestiture
|
(4,405
|
)
|
|
(1,513
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
20
|
|
|
61
|
|
|
5
|
|
|
—
|
|
||||
Foreign currency exchange rate effect
|
—
|
|
|
1,136
|
|
|
—
|
|
|
(1,920
|
)
|
||||
Benefit obligation at end of year
|
$
|
22,436
|
|
|
$
|
23,949
|
|
|
$
|
25,633
|
|
|
$
|
21,981
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status of the plan
|
$
|
(22,436
|
)
|
|
$
|
(23,949
|
)
|
|
$
|
(25,633
|
)
|
|
$
|
(21,981
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized as of December 31
|
$
|
(22,436
|
)
|
|
$
|
(23,949
|
)
|
|
$
|
(25,633
|
)
|
|
$
|
(21,981
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(1,686
|
)
|
|
$
|
(840
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(648
|
)
|
Postretirement benefits other than pension (long term)
|
$
|
(20,750
|
)
|
|
$
|
(23,109
|
)
|
|
$
|
(23,803
|
)
|
|
$
|
(21,333
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Prior service credits
|
$
|
55
|
|
|
$
|
93
|
|
|
$
|
382
|
|
|
$
|
388
|
|
Actuarial gains (losses)
|
$
|
14,496
|
|
|
$
|
(7,753
|
)
|
|
$
|
21,779
|
|
|
$
|
(6,765
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||
Prior service credits
|
$
|
55
|
|
|
$
|
93
|
|
Actuarial gains (losses)
|
$
|
1,875
|
|
|
$
|
(536
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
Service cost
|
$
|
118
|
|
|
$
|
397
|
|
|
$
|
308
|
|
|
$
|
495
|
|
|
$
|
314
|
|
|
$
|
423
|
|
Interest cost
|
864
|
|
|
752
|
|
|
1,198
|
|
|
789
|
|
|
1,297
|
|
|
693
|
|
||||||
Amortization of prior service credit and recognized actuarial gain (loss)
|
(2,441
|
)
|
|
320
|
|
|
(1,672
|
)
|
|
308
|
|
|
(1,915
|
)
|
|
(15
|
)
|
||||||
Other
|
—
|
|
|
48
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
$
|
(1,459
|
)
|
|
$
|
1,517
|
|
|
$
|
(161
|
)
|
|
$
|
1,592
|
|
|
$
|
(299
|
)
|
|
$
|
1,101
|
|
|
2019
|
|
2018
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||
Discount rate
|
3.15
|
%
|
|
3.05
|
%
|
|
4.20
|
%
|
|
3.65
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
4.20
|
%
|
|
3.65
|
%
|
|
3.55
|
%
|
|
3.40
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
U.S.
|
|
Non-U.S.
|
||
Health care cost trend rate
|
5.50
|
%
|
|
5.00
|
%
|
Ultimate health care cost trend rate
|
4.50
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
N/A
|
|
|
Impact on service cost and interest cost
|
|
Impact on PBO as of December 31, 2019
|
||||
1% increase in health care cost trend rate
|
$
|
245
|
|
|
$
|
4,279
|
|
1% decrease in health care cost trend rate
|
$
|
(191
|
)
|
|
$
|
(3,354
|
)
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
2020
|
$
|
1,712
|
|
|
$
|
853
|
|
|
$
|
2,565
|
|
2021
|
1,690
|
|
|
966
|
|
|
2,656
|
|
|||
2022
|
1,679
|
|
|
960
|
|
|
2,639
|
|
|||
2023
|
1,648
|
|
|
963
|
|
|
2,611
|
|
|||
2024
|
1,607
|
|
|
995
|
|
|
2,602
|
|
|||
2025 - 2029
|
7,319
|
|
|
5,094
|
|
|
12,413
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency losses
|
$
|
(3,022
|
)
|
|
$
|
(3,170
|
)
|
|
$
|
(7,913
|
)
|
Components of net periodic benefit cost other than service cost
|
(1,069
|
)
|
|
(1,116
|
)
|
|
(2,246
|
)
|
|||
Losses on sales of receivables
|
(1,007
|
)
|
|
(1,248
|
)
|
|
(931
|
)
|
|||
Miscellaneous income
|
838
|
|
|
696
|
|
|
1,710
|
|
|||
Other expense, net
|
$
|
(4,260
|
)
|
|
$
|
(4,838
|
)
|
|
$
|
(9,380
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
53,425
|
|
|
$
|
103,228
|
|
|
$
|
138,477
|
|
Foreign
|
44,877
|
|
|
(33,573
|
)
|
|
74,270
|
|
|||
|
$
|
98,302
|
|
|
$
|
69,655
|
|
|
$
|
212,747
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(227
|
)
|
|
$
|
(11,153
|
)
|
|
$
|
40,687
|
|
State
|
(171
|
)
|
|
(33
|
)
|
|
500
|
|
|||
Foreign
|
20,613
|
|
|
20,717
|
|
|
22,344
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
4,405
|
|
|
(4,532
|
)
|
|
14,513
|
|
|||
State
|
(767
|
)
|
|
2,074
|
|
|
419
|
|
|||
Foreign
|
12,236
|
|
|
(36,473
|
)
|
|
(6,957
|
)
|
|||
|
$
|
36,089
|
|
|
$
|
(29,400
|
)
|
|
$
|
71,506
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Tax at U.S. statutory rate
|
$
|
20,643
|
|
|
$
|
14,627
|
|
|
$
|
74,461
|
|
State and local taxes
|
209
|
|
|
1,273
|
|
|
1,177
|
|
|||
Tax credits and incentives
|
(8,034
|
)
|
|
(11,702
|
)
|
|
(11,436
|
)
|
|||
Changes in tax law, other
|
2,909
|
|
|
(3,008
|
)
|
|
7,279
|
|
|||
U.S. tax reform/Global Intangible Low-Taxed Income ("GILTI")/foreign derived intangible income
|
1,102
|
|
|
(6,860
|
)
|
|
30,412
|
|
|||
Effect of foreign tax rates
|
(1,656
|
)
|
|
(10,388
|
)
|
|
(23,103
|
)
|
|||
Nonrecurring permanent items
|
(5,250
|
)
|
|
—
|
|
|
(13,947
|
)
|
|||
Goodwill impairment
|
—
|
|
|
6,887
|
|
|
—
|
|
|||
Capital loss
|
—
|
|
|
—
|
|
|
(19,931
|
)
|
|||
Foreign branch
|
(2,258
|
)
|
|
(3,753
|
)
|
|
9,562
|
|
|||
Stock compensation (ASU 2016-09)
|
1,596
|
|
|
(2,097
|
)
|
|
(3,563
|
)
|
|||
Non deductible expenses
|
2,820
|
|
|
2,451
|
|
|
—
|
|
|||
Tax reserves/audit settlements
|
(206
|
)
|
|
(3,760
|
)
|
|
1,701
|
|
|||
Valuation allowance
|
24,625
|
|
|
(7,844
|
)
|
|
25,809
|
|
|||
Other, net
|
(411
|
)
|
|
(5,226
|
)
|
|
(6,915
|
)
|
|||
Income tax provision
|
$
|
36,089
|
|
|
$
|
(29,400
|
)
|
|
$
|
71,506
|
|
Effective income tax rate
|
36.7
|
%
|
|
(42.2
|
)%
|
|
33.6
|
%
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other benefits
|
$
|
48,589
|
|
|
$
|
51,736
|
|
Capitalized expenditures
|
2,908
|
|
|
3,186
|
|
||
Capital loss carryforward
|
—
|
|
|
13,780
|
|
||
Net operating loss and tax credit carryforwards
|
167,719
|
|
|
157,319
|
|
||
Operating lease
|
20,599
|
|
|
—
|
|
||
Intangibles
|
4,220
|
|
|
2,122
|
|
||
All other items
|
49,394
|
|
|
44,999
|
|
||
Total deferred tax assets
|
293,429
|
|
|
273,142
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(19,479
|
)
|
|
(23,312
|
)
|
||
Operating lease right-of-use
|
(20,599
|
)
|
|
—
|
|
||
All other items
|
(12,680
|
)
|
|
(13,221
|
)
|
||
Total deferred tax liabilities
|
(52,758
|
)
|
|
(36,533
|
)
|
||
Valuation allowances
|
(194,794
|
)
|
|
(171,126
|
)
|
||
Net deferred tax assets
|
$
|
45,877
|
|
|
$
|
65,483
|
|
|
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
9,631
|
|
|
$
|
9,000
|
|
Tax positions related to the current period
|
|
|
|
||||
Gross additions
|
895
|
|
|
612
|
|
||
Gross reductions
|
—
|
|
|
—
|
|
||
Tax positions related to prior years
|
|
|
|
||||
Gross additions
|
—
|
|
|
2,551
|
|
||
Gross reductions
|
(52
|
)
|
|
(1,736
|
)
|
||
Settlements
|
—
|
|
|
—
|
|
||
Lapses on statutes of limitations
|
(351
|
)
|
|
(796
|
)
|
||
Balance at end of period
|
$
|
10,123
|
|
|
$
|
9,631
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
67,529
|
|
|
$
|
103,601
|
|
|
$
|
137,971
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
17,146,124
|
|
|
17,894,718
|
|
|
17,781,272
|
|
|||
Dilutive effect of common stock equivalents
|
62,644
|
|
|
395,484
|
|
|
995,381
|
|
|||
Diluted weighted average shares of common stock outstanding
|
17,208,768
|
|
|
18,290,202
|
|
|
18,776,653
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
3.94
|
|
|
$
|
5.79
|
|
|
$
|
7.76
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
3.92
|
|
|
$
|
5.66
|
|
|
$
|
7.35
|
|
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
$
|
(95,828
|
)
|
|
$
|
(100,749
|
)
|
|
$
|
(1,397
|
)
|
|
$
|
(197,974
|
)
|
Other comprehensive income (loss) before reclassifications
|
(45,276
|
)
|
(1)
|
317
|
|
(2)
|
1,839
|
|
(3)
|
(43,120
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(3,943
|
)
|
(4)
|
(900
|
)
|
(5)
|
(4,843
|
)
|
||||
Balance as of December 31, 2018
|
(141,104
|
)
|
|
(104,375
|
)
|
|
(458
|
)
|
|
(245,937
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(16,653
|
)
|
(1)
|
(10,536
|
)
|
(6)
|
2,858
|
|
(7)
|
(24,331
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
3,824
|
|
|
14,751
|
|
(8)
|
(2,048
|
)
|
(9)
|
16,527
|
|
||||
Balance as of December 31, 2019
|
$
|
(153,933
|
)
|
|
$
|
(100,160
|
)
|
|
$
|
352
|
|
|
$
|
(253,741
|
)
|
(1)
|
Includes $823 and $13,776 of other comprehensive loss for the years ended December 31, 2019 and 2018, respectively, that are related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Net of tax expense of $8,489.
|
(3)
|
Net of tax expense of $753. See Note 12. “Fair Value Measurements and Financial Instruments.”
|
(4)
|
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 14. “Pension” and Note 15. “Postretirement Benefits Other Than Pensions.”
|
(5)
|
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 12. “Fair Value Measurements and Financial Instruments.”
|
(6)
|
Net of tax benefit of $457.
|
(7)
|
Net of tax expense of $954. See Note 12. “Fair Value Measurements and Financial Instruments.”
|
(8)
|
Includes the effect of the U.S. pension settlement loss of $15,247, other settlement losses of $572, curtailment losses of $539, and the amortization of actuarial losses of $3,383, offset by $269 net gains related to the AVS divestiture, and the amortization of prior service credits of $185, net of tax of $4,536. See Note 14. “Pension” and Note 15. “Postretirement Benefits Other Than Pensions.”
|
(9)
|
Net of tax expense of $725. See Note 12. “Fair Value Measurements and Financial Instruments.”
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
PUs
|
$
|
277
|
|
|
$
|
(3,925
|
)
|
|
$
|
12,145
|
|
RSUs
|
8,432
|
|
|
9,241
|
|
|
9,183
|
|
|||
Stock options
|
3,156
|
|
|
3,204
|
|
|
3,635
|
|
|||
Total
|
$
|
11,865
|
|
|
$
|
8,520
|
|
|
$
|
24,963
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of January 1, 2019
|
473,245
|
|
|
$
|
79.35
|
|
|
|
|
|
||
Granted
|
174,874
|
|
|
$
|
72.27
|
|
|
|
|
|
||
Exercised
|
(17,175
|
)
|
|
$
|
29.83
|
|
|
|
|
|
||
Forfeited
|
(42,843
|
)
|
|
$
|
92.07
|
|
|
|
|
|
||
Expired
|
(39,331
|
)
|
|
$
|
78.81
|
|
|
|
|
|
||
Outstanding as of December 31, 2019
|
548,770
|
|
|
$
|
77.68
|
|
|
6.7
|
|
$
|
74
|
|
Exercisable as of December 31, 2019
|
322,018
|
|
|
$
|
72.72
|
|
|
5.3
|
|
$
|
74
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected volatility
|
29.48% - 31.10%
|
|
|
27.17% - 27.19%
|
|
|
27.38% - 27.47%
|
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life - years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
1.8% - 2.5%
|
|
|
2.6%
|
|
|
1.9% - 2.1%
|
|
|
Restricted Stock and Restricted Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2019
|
313,345
|
|
|
$
|
94.75
|
|
Granted
|
207,538
|
|
|
$
|
66.12
|
|
Vested
|
(129,342
|
)
|
|
$
|
83.87
|
|
Forfeited
|
(58,560
|
)
|
|
$
|
91.48
|
|
Non-vested as of December 31, 2019
|
332,981
|
|
|
$
|
83.60
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of January 1, 2019
|
191,854
|
|
|
$
|
91.46
|
|
Granted
|
110,823
|
|
|
$
|
78.41
|
|
Vested
|
(75,382
|
)
|
|
$
|
72.30
|
|
Forfeited
|
(33,242
|
)
|
|
$
|
91.02
|
|
Non-vested as of December 31, 2019
|
194,053
|
|
|
$
|
93.86
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Sales (1)
|
$
|
28,925
|
|
|
$
|
30,826
|
|
|
$
|
33,949
|
|
Purchases (2)
|
$
|
880
|
|
|
$
|
687
|
|
|
$
|
953
|
|
Dividends received (3)
|
$
|
4,917
|
|
|
$
|
4,862
|
|
|
$
|
5,382
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
1,641,724
|
|
|
$
|
1,924,717
|
|
|
$
|
1,882,670
|
|
Europe
|
868,188
|
|
|
1,030,102
|
|
|
1,043,738
|
|
|||
Asia Pacific
|
503,953
|
|
|
571,160
|
|
|
584,808
|
|
|||
South America
|
94,535
|
|
|
98,063
|
|
|
106,557
|
|
|||
Consolidated
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
||||||
North America
|
$
|
18,939
|
|
|
$
|
14,102
|
|
|
$
|
13,760
|
|
Europe
|
11,732
|
|
|
15,178
|
|
|
15,985
|
|
|||
Asia Pacific
|
3,048
|
|
|
5,115
|
|
|
5,256
|
|
|||
South America
|
193
|
|
|
103
|
|
|
49
|
|
|||
Eliminations and other
|
(33,912
|
)
|
|
(34,498
|
)
|
|
(35,050
|
)
|
|||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
North America
|
$
|
212,530
|
|
|
$
|
320,955
|
|
|
$
|
326,584
|
|
Europe
|
22,702
|
|
|
45,105
|
|
|
74,598
|
|
|||
Asia Pacific
|
(29,496
|
)
|
|
13,849
|
|
|
54,356
|
|
|||
South America
|
(4,128
|
)
|
|
(7,251
|
)
|
|
(3,891
|
)
|
|||
Consolidated
|
$
|
201,608
|
|
|
$
|
372,658
|
|
|
$
|
451,647
|
|
|
|
|
|
|
|
||||||
Net interest expense
|
|
|
|
|
|
||||||
North America
|
$
|
13,033
|
|
|
$
|
16,585
|
|
|
$
|
16,824
|
|
Europe
|
6,898
|
|
|
10,894
|
|
|
12,287
|
|
|||
Asia Pacific
|
22,785
|
|
|
12,646
|
|
|
11,884
|
|
|||
South America
|
1,397
|
|
|
879
|
|
|
1,117
|
|
|||
Consolidated
|
$
|
44,113
|
|
|
$
|
41,004
|
|
|
$
|
42,112
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
|
|
|
|
||||||
North America
|
$
|
74,941
|
|
|
$
|
70,566
|
|
|
$
|
66,734
|
|
Europe
|
40,824
|
|
|
43,974
|
|
|
40,899
|
|
|||
Asia Pacific
|
33,110
|
|
|
29,699
|
|
|
27,085
|
|
|||
South America
|
3,078
|
|
|
2,459
|
|
|
3,370
|
|
|||
Consolidated
|
$
|
151,953
|
|
|
$
|
146,698
|
|
|
$
|
138,088
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
North America
|
$
|
65,357
|
|
|
$
|
72,467
|
|
|
$
|
67,333
|
|
Europe
|
35,671
|
|
|
53,542
|
|
|
45,881
|
|
|||
Asia Pacific
|
40,219
|
|
|
70,672
|
|
|
51,182
|
|
|||
South America
|
7,340
|
|
|
5,734
|
|
|
4,919
|
|
|||
Corporate
|
15,879
|
|
|
15,656
|
|
|
17,480
|
|
|||
Consolidated
|
$
|
164,466
|
|
|
$
|
218,071
|
|
|
$
|
186,795
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Adjusted EBITDA
|
$
|
201,608
|
|
|
$
|
372,658
|
|
|
$
|
451,647
|
|
Gain on sale of business
|
191,571
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of land
|
—
|
|
|
10,377
|
|
|
—
|
|
|||
Restructuring charges
|
(51,102
|
)
|
|
(29,722
|
)
|
|
(35,137
|
)
|
|||
Goodwill impairment charges
|
—
|
|
|
(39,818
|
)
|
|
—
|
|
|||
Other impairment charges
|
(23,139
|
)
|
|
(43,706
|
)
|
|
(14,763
|
)
|
|||
Project costs
|
(2,090
|
)
|
|
(4,881
|
)
|
|
—
|
|
|||
Amortization of inventory write-up
|
—
|
|
|
(1,460
|
)
|
|
—
|
|
|||
Lease termination costs
|
(1,167
|
)
|
|
—
|
|
|
—
|
|
|||
Pension settlement charges
|
(15,997
|
)
|
|
(775
|
)
|
|
(6,427
|
)
|
|||
Foreign tax amnesty program
|
—
|
|
|
—
|
|
|
(4,623
|
)
|
|||
Loss on refinancing and extinguishment of debt
|
—
|
|
|
(770
|
)
|
|
(1,020
|
)
|
|||
EBITDA
|
$
|
299,684
|
|
|
$
|
261,903
|
|
|
$
|
389,677
|
|
Income tax (expense) benefit
|
(36,089
|
)
|
|
29,400
|
|
|
(71,506
|
)
|
|||
Interest expense, net of interest income
|
(44,113
|
)
|
|
(41,004
|
)
|
|
(42,112
|
)
|
|||
Depreciation and amortization
|
(151,953
|
)
|
|
(146,698
|
)
|
|
(138,088
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
67,529
|
|
|
$
|
103,601
|
|
|
$
|
137,971
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Segment assets
|
|
|
|
||||
North America
|
$
|
1,127,621
|
|
|
$
|
1,174,604
|
|
Europe
|
567,641
|
|
|
541,495
|
|
||
Asia Pacific
|
614,952
|
|
|
616,093
|
|
||
South America
|
65,438
|
|
|
54,629
|
|
||
Eliminations and other
|
259,930
|
|
|
237,324
|
|
||
Consolidated
|
$
|
2,635,582
|
|
|
$
|
2,624,145
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Sealing systems
|
$
|
1,534,456
|
|
|
$
|
1,797,945
|
|
|
$
|
1,909,202
|
|
Fuel and brake delivery systems
|
740,889
|
|
|
796,035
|
|
|
756,495
|
|
|||
Fluid transfer systems
|
598,172
|
|
|
563,342
|
|
|
521,553
|
|
|||
Anti-vibration systems
|
78,728
|
|
|
339,903
|
|
|
326,684
|
|
|||
Other
|
156,155
|
|
|
126,817
|
|
|
103,839
|
|
|||
Consolidated
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
729,866
|
|
|
$
|
883,273
|
|
|
$
|
872,025
|
|
Mexico
|
723,228
|
|
|
763,094
|
|
|
723,423
|
|
|||
China
|
355,667
|
|
|
466,119
|
|
|
494,595
|
|
|||
France
|
159,859
|
|
|
305,416
|
|
|
299,257
|
|
|||
Canada
|
188,652
|
|
|
278,349
|
|
|
287,222
|
|
|||
Poland
|
270,197
|
|
|
245,853
|
|
|
253,109
|
|
|||
Germany
|
151,441
|
|
|
187,374
|
|
|
192,959
|
|
|||
Other
|
529,490
|
|
|
494,564
|
|
|
495,183
|
|
|||
Consolidated
|
$
|
3,108,400
|
|
|
$
|
3,624,042
|
|
|
$
|
3,617,773
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2019
|
|
2018
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
|
|
$
|
218,640
|
|
|
$
|
216,036
|
|
||
Mexico
|
|
|
153,414
|
|
|
128,242
|
|
||||
China
|
|
|
196,502
|
|
|
214,770
|
|
||||
France
|
|
|
32,938
|
|
|
47,088
|
|
||||
Canada
|
|
|
31,568
|
|
|
34,405
|
|
||||
Poland
|
|
|
88,162
|
|
|
70,956
|
|
||||
Germany
|
|
|
78,967
|
|
|
81,935
|
|
||||
Other
|
|
|
188,086
|
|
|
190,809
|
|
||||
Consolidated
|
|
|
$
|
988,277
|
|
|
$
|
984,241
|
|
|
2019 Percentage of Net Sales
|
|
2018 Percentage of Net Sales
|
|
2017 Percentage of Net Sales
|
|||
Customer
|
|
|
|
|
|
|||
Ford
|
25
|
%
|
|
27
|
%
|
|
28
|
%
|
General Motors
|
18
|
%
|
|
19
|
%
|
|
19
|
%
|
Fiat Chrysler Automobiles
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
Name
|
December 31, 2019
|
|
December 31, 2018
|
||
Sujan Cooper Standard AVS Private Limited
|
—
|
|
|
50
|
%
|
Nishikawa Cooper LLC
|
40
|
%
|
|
40
|
%
|
Polyrub Cooper Standard FTS Private Limited
|
35
|
%
|
|
35
|
%
|
Nishikawa Tachaplalert Cooper Ltd.
|
20
|
%
|
|
20
|
%
|
Yantai Leading Solutions Auto Parts Co., Ltd.
|
50
|
%
|
|
50
|
%
|
2019
|
First
Quarter
|
(1
|
)
|
Second
Quarter
|
(1
|
)
|
Third
Quarter
|
(1
|
)
|
Fourth
Quarter
|
|
||||||||
Sales
|
$
|
877,995
|
|
|
$
|
764,698
|
|
|
$
|
739,518
|
|
|
$
|
726,189
|
|
|
|||
Gross profit
|
115,505
|
|
|
97,870
|
|
|
80,205
|
|
|
65,542
|
|
|
|||||||
Net income (loss)
|
(5,363
|
)
|
|
144,660
|
|
(3)
|
|
(6,420
|
)
|
|
(70,664
|
)
|
(4)
|
||||||
Net income (loss) attributable to Cooper-Standard Holdings Inc.
|
(5,415
|
)
|
|
145,205
|
|
(3)
|
|
(4,877
|
)
|
|
(67,384
|
)
|
(4)
|
||||||
Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc. (2)
|
$
|
(0.31
|
)
|
|
$
|
8.39
|
|
|
$
|
(0.29
|
)
|
|
$
|
(4.00
|
)
|
|
|||
Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc. (2)
|
$
|
(0.31
|
)
|
|
$
|
8.36
|
|
|
$
|
(0.29
|
)
|
|
$
|
(4.00
|
)
|
|
2018
|
First
Quarter
|
(1
|
)
|
Second
Quarter
|
(1
|
)
|
Third
Quarter
|
(1
|
)
|
Fourth
Quarter
|
(1
|
)
|
||||||||
Sales
|
$
|
965,686
|
|
|
$
|
927,555
|
|
|
$
|
860,141
|
|
|
$
|
870,660
|
|
|
||||
Gross profit
|
169,175
|
|
|
150,658
|
|
|
118,143
|
|
|
110,329
|
|
|
||||||||
Net income (loss)
|
55,759
|
|
|
42,516
|
|
|
31,266
|
|
|
(30,486
|
)
|
(5)
|
|
|||||||
Net income (loss) attributable to Cooper-Standard Holdings Inc.
|
55,135
|
|
|
41,191
|
|
|
31,482
|
|
|
(24,207
|
)
|
(5)
|
|
|||||||
Basic net income (loss) per share attributable to Cooper-Standard Holdings Inc. (2)
|
$
|
3.06
|
|
|
$
|
2.29
|
|
|
$
|
1.77
|
|
|
$
|
(1.36
|
)
|
|
||||
Diluted net income (loss) per share attributable to Cooper-Standard Holdings Inc. (2)
|
$
|
2.98
|
|
|
$
|
2.24
|
|
|
$
|
1.73
|
|
|
$
|
(1.36
|
)
|
|
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, 2019
|
|
$
|
5.6
|
|
|
5.5
|
|
(2)
|
(0.1
|
)
|
|
(1.9
|
)
|
|
$
|
9.1
|
|
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
|
)
|
(3)
|
$
|
4.2
|
|
Description
|
|
Balance at beginning of period
|
|
Additions
|
|
|
|
Balance at end of period
|
|||||||||
Charged to Income
|
|
Charged to Equity (4)
|
|
Deductions
|
|
||||||||||||
Tax valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2019
|
|
$
|
171.2
|
|
|
24.6
|
|
(5)
|
(1.0
|
)
|
|
—
|
|
|
$
|
194.8
|
|
Year ended December 31, 2018
|
|
$
|
189.4
|
|
|
33.1
|
|
(6)
|
(10.4
|
)
|
|
(40.9
|
)
|
(7)
|
$
|
171.2
|
|
Year ended December 31, 2017
|
|
$
|
149.8
|
|
|
25.8
|
|
(8)
|
13.8
|
|
|
—
|
|
|
$
|
189.4
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
2.1*
|
|
|
|
|
|
3.1*
|
|
|
|
|
|
3.2*
|
|
|
|
|
|
3.3*
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
4.2*
|
|
|
|
|
|
4.3**
|
|
|
|
|
|
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*†
|
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10.15*†
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10.16*†
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10.17*†
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Exhibit No.
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Description of Exhibit
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|
10.18*†
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10.19*†
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10.20*†
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10.21*†
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10.22*†
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10.23*†
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10.24*†
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10.25*†
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10.26*†
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10.27*†
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10.28*†
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10.29*†
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Exhibit No.
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Description of Exhibit
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10.30*†
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10.31*†
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10.32*†
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10.33*†
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10.34*†
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10.35*†
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10.36**†
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10.37**†
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10.38**†
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10.39*†
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10.40*†
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10.41*†
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10.42**†
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Exhibit No.
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Description of Exhibit
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10.43*†
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10.44*†
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10.45*†
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10.46*†
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10.47**†
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10.48*
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10.49*†
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10.50*†
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10.51*†
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10.52*†
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10.53*†
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10.54**†
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21.1**
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23.1**
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Exhibit No.
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Description of Exhibit
|
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31.1**
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31.2**
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32***
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101.SCH****
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL****
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF****
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB****
|
|
Inline XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE****
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104****
|
|
Cover Page Interactive Data File, formatted in Inline XBRL
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
|
|
|
Date: February 26, 2020
|
|
/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
|
|
|
•
|
the number, election and terms of the directors;
|
•
|
the ability of our board of directors to fill vacancies on the board;
|
•
|
the removal of directors;
|
•
|
the rights of the holders of preferred stock to elect directors;
|
•
|
the power of our board of directors to adopt, amend, alter or repeal the bylaws;
|
•
|
the limitation on stockholder action by written consent;
|
•
|
the limitation and notice requirements for special meetings; and
|
•
|
the amendment provision requiring that the above provisions be amended only with a two-thirds supermajority vote of our stockholders.
|
1.
|
Purposes; History
|
(a)
|
The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees and non-employee directors of outstanding ability and to motivate such key employees and non-employee directors to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees and non-employee directors will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.
|
(b)
|
Prior to the Effective Date, the Company had in effect the Amended and Restated 2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (the “2011 Plan”). Upon the Effective Date, no further awards will be granted under the 2011 Plan. Awards outstanding under any Prior Plan (as defined below) will continue to be outstanding and will remain subject to all the terms and conditions of such Prior Plan.
|
2.
|
Definitions
|
3.
|
Shares Subject to the Plan
|
(a)
|
Options for, and/or SARs with respect to, more than 400,000 Shares;
|
(b)
|
Awards of Restricted Stock and/or Restricted Stock Units relating to more than 200,000 Shares;
|
(c)
|
Annual Incentive Award(s) having a cash payment value of more than $10,000,000 (which limit shall be proportionally reduced with respect to any performance period that is less than a whole year);
|
(d)
|
Long-Term Incentive Award(s) granted in respect of any period greater than one year, having a cash payment value of more than $10,000,000.
|
4.
|
Administration
|
(a)
|
The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; provided, however, that, on and after the first day on which a registration statement registering the Common Stock under Section 12 of the Act becomes effective, no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of two or more “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Exchange Act or does not relate to awards intended to qualify as performance-based compensation under Code Section 162(m). The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). Notwithstanding the foregoing, no outstanding Award may be amended pursuant to this Section 4 without compliance with Section 16(a).
|
(b)
|
The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award, and the Company shall have no obligation to deliver Shares under an Award unless and until such amount is so paid. Unless the Committee specifies in an Agreement or otherwise, the Participant may elect to satisfy a portion or all of the Company’s withholding tax obligations by (a) delivery of Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant under the Award, in each case having a Fair Market Value equal to such withholding tax amount, provided that the withholding tax amount may not exceed the total maximum statutory tax rates associated with the transaction.
|
(c)
|
Minimum Vesting Schedule. Notwithstanding any other provision of the Plan to the contrary and subject to the immediately following proviso, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that the Committee may grant Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available Shares (the “5% Exception Limit”) authorized for issuance under the Plan pursuant to Section 3.1 above (subject to adjustment under Section 12). For the avoidance of doubt, this Section 4(c) shall not be construed to limit the Committee’s discretion to provide for accelerated exercisability or vesting of an Award, including in cases of death, Disability or a Change in Control.
|
5.
|
Limitations
|
6.
|
Terms and Conditions of Options
|
(a)
|
Option Price. The Option Price shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date the applicable Option is granted. The grant date of an Option may not be any day prior to the date the Committee approves the Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the purchase price per share of the Shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company
|
(b)
|
Vesting. Subject to Section 12(b), each Option shall become vested at such times as may be designated by the Committee and set forth in the applicable Agreement.
|
(c)
|
Exercisability. Options shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee and set forth in the applicable Agreement, but in no event shall an Option be exercisable more than ten years after the date it is granted; provided, however, that (other than as would otherwise result in the violation of Section 409A of the Code), to the extent an Option would expire at a time when the holder of such Option is prohibited by applicable law or by the Company’s insider trading policy from exercising the Option (the “Closed Window Period”), then such Option shall remain exercisable until the thirtieth (30th) day following the end of the Closed Window Period.
|
(d)
|
Exercise of Options. Except as otherwise provided in the Plan or in an Agreement, an Option may be exercised for all, or from time to time, any part, of the Shares for which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii), (iv) or (v) of the following sentence. Except as otherwise provided for in the Agreement, the Option Price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares are not subject to a security interest or pledge, (iii) partly in cash and partly in such Shares, (iv) subject to such rules as the Committee prescribes, by having the Company withhold a number of Shares otherwise deliverable upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased, or (v) if there is a public market for the Shares at such time and if the Committee has authorized or established any required plan or program, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder as a result of the grant of an Option until after the Option is exercised and Shares subject to the Option are issued. No Option shall include dividend equivalent rights.
|
(e)
|
Attestation. Wherever in this Plan or any Agreement a Participant is permitted to pay the Option Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.
|
7.
|
Stock Appreciation Rights.
|
8.
|
Restricted Stock Awards and Restricted Stock Units
|
(a)
|
Grant. The Committee shall grant Restricted Stock Awards and Restricted Stock Unit Awards to any Participant it selects, which shall be evidenced by an Agreement between the Company and the Participant. Each Agreement shall contain such restrictions, terms and conditions as the Committee may, in its discretion, determine (including, without limiting the generality of the foregoing, that such Agreement may require that an appropriate legend be placed on Share certificates), provided that all Restricted Stock Awards and Restricted Stock Unit Awards granted under the Plan must have a minimum vesting period of one (1) year from the date of grant (which minimum vesting period cannot be overridden in the terms of an individual Agreement). Awards of Restricted Stock and Restricted Stock Units shall be subject to the terms and provisions set forth below in this Section 8.
|
(b)
|
Rights of Participant. A stock certificate or certificates with respect to the Shares of Restricted Stock shall be issued in the name of the Participant as soon as reasonably practicable after the Award is granted provided that the Participant has executed an Agreement evidencing the Award, the appropriate blank stock powers and, in the discretion of the Committee, an escrow agreement and any other documents which the Committee may require as a condition to the issuance of such Shares; provided that the Committee may determine instead that such Shares shall be evidenced by book-entry registration. If a Restricted Stock Unit is settled in Shares, a stock certificate or certificates with respect to such Shares shall be issued in the name of the Participant as soon as reasonably practicable after, and to the extent of, such settlement. If a Participant shall fail to execute the Agreement evidencing a Restricted Stock Award or Restricted Stock Unit, or any documents which the Committee may require within the time period prescribed by the Committee at the time the Award is granted, the Award shall be null and void. At the discretion of the Committee, any certificates issued in connection with a Restricted Stock Award or settlement of a Restricted Stock Unit shall be deposited together with the stock powers with an escrow agent (which may be the Company) designated by the Committee. Unless the Committee determines otherwise and as set forth in the applicable Agreement, upon delivery of the certificates to the escrow agent or the book-entry registration, as applicable, the Participant shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and subject to Section 8(e), to receive all dividends or other distributions paid or made with respect to such Shares.
|
(c)
|
Non-transferability. Until all restrictions upon the Shares of Restricted Stock or Restricted Stock Units awarded to a Participant shall have lapsed in the manner set forth in Section 8(d), such Shares or such Restricted Stock Unit, as applicable, shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated.
|
(d)
|
Lapse of Restrictions. Except as set forth in Section 12(b), restrictions upon Shares of Restricted Stock or upon Restricted Stock Units awarded hereunder shall lapse at such time or times and on such terms and conditions as the Committee may determine. The applicable Agreement shall set forth any such restrictions.
|
(e)
|
Treatment of Dividends and Dividend Equivalents. The payment to the Participant of any dividends, dividend equivalents or distributions declared or paid on such Shares of Restricted Stock or on Shares underlying a Restricted Stock Unit, awarded to the Participant shall be deferred until the lapsing of the restrictions imposed upon such Shares or the settlement of such Restricted Stock Unit, as applicable. The Committee shall determine if any such deferred dividends, dividend equivalents or distributions shall be reinvested in additional Shares or credited during the deferral period with interest at a rate per annum as the Committee, in its discretion, may determine. Payment of any such deferred dividends, dividend equivalents, or distributions, together with any interest accrued thereon, shall be made upon the lapsing of the restrictions imposed on such Shares or the settlement of such Restricted Stock Units and any such deferred dividends, dividend equivalents, or distributions (together with any interest accrued thereon) shall be forfeited upon the forfeiture of such Shares or such Restricted Stock Units.
|
9.
|
Other Stock-Based Awards.
|
(a)
|
Grant. Subject to the terms of this Plan, the Committee may grant to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Shares or in cash. Without limitation, such Award may include the issuance of unrestricted Shares, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Shares from the Company. The Committee shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at no less than 100% of the Fair Market Value of the underlying Shares on the grant date of the Award and such purchase rights shall be subject to the terms and conditions of an Option under Section 6 above.
|
(b)
|
Treatment of Dividends and Dividend Equivalents. The payment to the Participant of any dividends, dividend equivalents or distributions declared or paid on Shares covered by an Award under this Section 9 shall be deferred until the lapsing of the restrictions imposed upon such Awards. The Committee shall determine if any such deferred dividends or distributions shall be reinvested in additional Shares or credited during the deferral period with interest at a rate per annum as the Committee, in its discretion, may determine. Payment of any such deferred dividends or distributions, together with any interest accrued thereon, shall be made upon the lapsing of the restrictions imposed on such Awards and any such deferred dividends, dividend equivalents or distributions (together with any interest accrued thereon) shall be forfeited upon the forfeiture of such Awards.
|
10.
|
Annual Incentive Awards
|
11.
|
Long-Term Incentive Awards
|
(a)
|
Grant. Subject to the terms of this Plan, the Committee will determine all terms and conditions of a Long-Term Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, the type of payment, and the timing of payment, subject to the following: (a) the Committee must require that payment of all or any portion of the amount subject to the Long-Term Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, provided that the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved (i) upon a Participant’s death, Disability or a Change of Control or (ii) in the case of Awards that are not intended to be considered performance-based compensation under Code Section 162(m), upon such other circumstances as the Committee may specify (including Retirement); (b) the performance period must relate to a period of more than one fiscal year of the Company except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a shorter period; and (c) payment will be made as determined by the Committee in the form of a grant of Shares of Common Stock, Restricted Stock, Restricted Stock Units or cash, either on a mandatory basis or at the election of the Participant, having a Fair Market Value at the time of grant equal to the amount payable with respect to the Long-Term Incentive Award; provided, that any such determination by the Committee or election by the Participant must be made in accordance with the requirements of Code Section 409A.
|
(b)
|
Treatment of Dividends and Dividend Equivalents. The payment to the Participant of any dividends, dividend equivalents or distributions declared or paid on Shares covered by a Long-Term Incentive Award under this Section 11 shall be deferred until the lapsing of the restrictions imposed upon such Awards. The Committee shall determine if any such deferred dividends, dividend equivalents, or distributions shall be reinvested in additional Shares or credited during the deferral period with interest at a rate per annum as the Committee, in its discretion, may determine. Payment of any such deferred dividends, dividend equivalents or distributions, together with any interest accrued thereon, shall be made upon the lapsing of the restrictions imposed on such Awards and any such deferred dividends, dividend equivalents or distributions (together with any interest accrued thereon) shall be forfeited upon the forfeiture of such Awards.
|
(a)
|
Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends, or any other transaction which in the judgment of the Board necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made under the Plan, the Committee shall make such substitution or adjustment, in such manner as it deems equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares that may be subject to Awards as set forth in Sections 3.2 (a) and (b), (iii) the Option Price or grant price and/or (iv) any other affected terms of such Awards, including one or more Performance Goals.
|
(b)
|
Change of Control.
|
13.
|
No Right to Employment or Awards
|
14.
|
Successors and Assigns
|
15.
|
Nontransferability of Awards
|
16.
|
Amendments and Termination
|
(a)
|
Authority to Amend or Terminate. The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (i) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 12 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or (ii) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Board may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. Notwithstanding the foregoing, the Board may not amend the provisions of the last paragraph of Sections 6(a) and 7 that restrict the repricing of Options and SARs.
|
(b)
|
Survival of Authority and Awards. To the extent provided in the Plan, the authority of (i) the Committee to amend, alter, adjust, suspend, discontinue or terminate any Award, waive any conditions or restrictions with respect to any Award, and otherwise administer the Plan and any Award and (ii) the Board or Committee to amend the Plan, shall extend beyond the date of the Plan’s termination. Termination of the Plan shall not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards shall continue in force and effect after termination of the Plan except as they may lapse or be terminated by their own terms and conditions.
|
18.
|
Choice of Law; Severability
|
19.
|
No Guarantee of Tax Treatment
|
20.
|
Recoupment of Awards
|
21.
|
General Restrictions
|
22.
|
Committee
|
23.
|
Effectiveness of the Plan
|
(d)
|
“Board” means the Board of Directors of the Company.
|
(f)
|
“Committee” means the Compensation Committee of the Board.
|
(g)
|
“Covered Employee” has the meaning given in Code Section 162(m).
|
(f)
|
“Committee” means the Compensation Committee of the Board.
|
(g)
|
“Covered Employee” has the meaning given in Code Section 162(m).
|
COOPER-STANDARD HOLDINGS INC.
|
||
By:
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
Participant: Participant Name
|
(i)
|
50% as performance share units, with the actual level of payout dependent on achievement of financial objectives related to a full three year ROIC goal and vested after three years;
|
(ii)
|
30% as stock options with an exercise price equal to the market price of the company's common stock on the date of grant and vested ratably over three years; and
|
(iii)
|
20% as restricted stock units vested after three years.
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
By:
|
/s/ Larry E. Ott
|
|
|
|
Name: Larry E. Ott
|
|
|
|
Title: SVP and Chief Human Resources Officer
|
|
|
|
|
|
COOPER-STANDARD AUTOMOTIVE INC.
|
||
|
|
By:
|
/s/ Larry E. Ott
|
|
|
|
Name: Larry E. Ott
|
|
|
|
Title: SVP and Chief Human Resources Officer
|
|
|
|
|
|
EXECUTIVE:
|
||
|
|
/s/ Song Min Lee
|
|
|
|
Name: Song Min Lee
|
Dated:
|
|
|
|
|
|
|
Song Min Lee
|
|
|
|
Executive
|
Dated:
|
|
|
|
|
|
|
Song Min Lee
|
|
|
|
Executive
|
Subsidiary Name
|
Jurisdiction of Organization
|
Cooper-Standard Automotive (Australia) Pty. Ltd.
|
Australia
|
CSA (Barbados) Investment Co. Ltd.
|
Barbados
|
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
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Cooper Standard Chongqing Automotive Co., Ltd.
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China
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Cooper Standard Fluid Systems (Kunshan) Co. Ltd.
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China
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Cooper Standard INOAC Automotive (Huai'an) Co Ltd
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China
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Cooper Standard Sealing (Guangzou) Co. Ltd. (51%)
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China
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Cooper Standard Sealing (Huai'an) Co. Ltd. (70%)
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China
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Cooper Standard Sealing (Shanghai) Co., Ltd. (95%)
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China
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Cooper Standard Sealing (Shenyang) Co. Ltd.
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China
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Cooper-Standard Dongfeng Automotive Parts Co., Ltd. (70%)
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China
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Cooper-Standard FAWSN Automotive Systems (Changchun) Co., Ltd. (55%)
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China
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Cooper-Standard Investment Co., Ltd.
|
China
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Shanghai Jyco Sealing Products Co., Ltd.
|
China
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Shanghai Shumi Automotive Parts Co., Ltd.
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China
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Yantai Leading Solution Auto Parts Co., Ltd (50%)
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China
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CS Automotive Costa Rica S.A.
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Costa Rica
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Cooper-Standard Automotive Ceska Republika s.r.o.
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Czech Republic
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Cooper-Standard Automotive France S.A.S.
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France
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Cooper-Standard France SAS
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France
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Cooper Standard Europe GmbH
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Germany
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Cooper Standard GmbH
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Germany
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Cooper Standard Service GmbH
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Germany
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Cooper Standard Technical Rubber GmbH
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Germany
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Cooper-Standard Automotive (Deutschland) GmbH
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Germany
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Metzeler Kautschuk Unterstützungskasse Gesellschaft mit beschränkter Haftung
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Germany
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Cooper-Standard Automotive India Private Limited
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India
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Cooper-Standard India Private Limited
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India
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Polyrub Cooper Standard FTS Private Ltd. (35%)
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India
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Cooper-Standard Automotive Italy S.p.A.
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Italy
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Cooper-Standard Automotive Italy Service SRL
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Italy
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Cooper Standard Automotive Japan Inc.
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Japan
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Cooper Standard Automotive Korea Inc.
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Korea, Republic of
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Cooper Standard Korea Inc.
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Korea, Republic of
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CooperStandard Automotive and Industrial Inc. (80.1%)
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Korea, Republic of
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Coopermex, S.A. de C.V.
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Mexico
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Cooper-Standard Automotive de Mexico S.A. de C.V.
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Mexico
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(1)
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Registration Statement (Form S-3 File No. 333.175637) of Cooper-Standard Holdings Inc.,
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(2)
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Registration Statement (Form S-8 File No. 333-188516) pertaining to the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan,
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(3)
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Registration Statement (Form S-3 File No. 333-189981) of Cooper-Standard Holdings Inc., and
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(4)
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Registration Statement (Form S-8 File No. 333-218127) pertaining to the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan;
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1.
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I have reviewed this annual report on Form 10-K of Cooper-Standard Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably like to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: February 26, 2020
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/s/ Jeffrey S. Edwards
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Jeffrey S. Edwards
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Chairman and Chief Executive Officer
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|
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(Principal Executive Officer)
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1.
|
I have reviewed this annual report on Form 10-K of Cooper-Standard Holdings Inc.;
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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 26, 2020
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|
/s/ Jonathan P. Banas
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Jonathan P. Banas
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
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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.
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|
|
|
Dated: February 26, 2020
|
|
/s/ Jeffrey S. Edwards
|
|
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Jeffrey S. Edwards
|
|
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Chief Executive Officer
|
|
|
(Principal Executive Officer)
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|
|
|
|
|
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/s/ Jonathan P. Banas
|
|
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Jonathan P. Banas
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
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