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What changed in Cooper-Standard Holdings Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Cooper-Standard Holdings Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+284 added−325 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-16)

Top changes in Cooper-Standard Holdings Inc.'s 2024 10-K

284 paragraphs added · 325 removed · 225 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

62 edited+9 added−12 removed34 unchanged
Biggest changeThe percentage of sales by product line and other markets for the years ended December 31, 2023, 2022 and 2021 are as follows: 6 Product Lines Market Position SEALING SYSTEMS Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment Global leader Products: – Fortrex ® – FlushSeal™ systems – Dynamic seals – Variable extrusion – Static seals – Specialty sealing products – Encapsulated glass – Stainless steel trim – Tex-A-Fib (Textured Surface with Cloth Appearance) – Frameless Systems – Obstacle detection sensor system FUEL & BRAKE DELIVERY SYSTEMS Sense, deliver and control fluid and fluid vapors for fuel and brake systems Top 2 globally Products: – Chassis and tank fuel lines and bundles (fuel lines, vapor lines and bundles) – Direct injection & port fuel rails (fuel rails and fuel charging assemblies) – Metallic brake lines and bundles – MagAlloy™ break tube coating – Quick connects – ArmorTube™ brake tube coating – Low oligomer multi-layer convoluted tube – Series 300 and S300LT (low temperature) quick connects – Brake jounce lines – Gen III Posi-Lock ® quick connects FLUID TRANSFER SYSTEMS Sense, deliver, connect and control fluid delivery for optimal thermal management, powertrain & HVAC operation Top 3 globally Products: – Heater/coolant hoses – Turbo charger hoses – Quick connects (SAE and VDA) – Charged air cooler ducts/assemblies – Diesel particulate filter (DPF) lines – Secondary air hoses – Degas tanks and deaerators – Brake and clutch hoses – Charged air cooling (air intake and discharge) – Easy-Lock™ quick connect – Transmission oil cooling hoses – Ergo-Lock™ VDA quick connect – Multilayer tubing for glycol thermal management – Ergo-Lock™ + VDA quick connect – PlastiCool ® 5000 high temperature MLT – PlastiCool ® 2000 multi-layer tubing for glycol thermal management Competition We believe that the principal competitive factors in our industry are quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability and global footprint.
Biggest changeThe percentage of sales by product line and other markets for the years ended December 31, 2024, 2023 and 2022 are as follows: 6 Product Lines Market Position SEALING SYSTEMS Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment Global leader Products: – Fortrex ® materials platform – FlexiCore™ Thermoplastic Body Seal – Dynamic seals – FlushSeal™ sealing systems – Static seals – Variable extrusion – Encapsulated glass – Specialty sealing products – Tex-A-Fib (Textured Surface with Cloth Appearance) – Stainless steel trim – Obstacle detection sensor system – Frameless Systems FLUID HANDLING SYSTEMS Fuel & Brake Delivery Systems - Sense, deliver and control fluid and fluid vapors for fuel and brake systems Top 2 globally Products: – Chassis & tank fuel lines & bundles (fuel lines, vapor lines & bundles) – Direct injection & port fuel rails (fuel rails & fuel charging assemblies) – Metallic brake lines and bundles – MagAlloy™ break tube coating – Quick connects – ArmorTube™ brake tube coating – Low oligomer multi-layer convoluted tube – Series 300 and S300LT (low temperature) quick connects – Brake jounce lines – Gen III Posi-Lock ® quick connects Fluid Transfer Systems - Sense, deliver, connect and control fluid delivery for optimal thermal management, powertrain & HVAC operation Top 3 globally Products: – eCoFlow™ switch pump – Turbo charger hoses – Heater/coolant hoses – Charged air cooler ducts/assemblies – Quick connects (SAE and VDA) – Secondary air hoses – Diesel particulate filter (DPF) lines – Brake and clutch hoses – Degas tanks and deaerators – Easy-Lock™ quick connect – Charged air cooling (air intake and discharge) – Ergo-Lock™ VDA quick connect – Transmission oil cooling hoses – Ergo-Lock™ + VDA quick connect – Multilayer tubing for glycol thermal management – PlastiCool ® 2000 multi-layer tubing for glycol thermal management – PlastiCool ® 5000 high temperature MLT – Plastic coolant hub Competition We believe that the principal competitive factors in our industry are quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability, global footprint and sustainability.
Item 1. Business Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper Standard,” “we,” “our” or “us”) is a leading manufacturer of sealing and fluid handling systems (consisting of fuel and brake delivery and fluid transfer systems).
Item 1. Business Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper Standard,” “we,” “our” or “us”) is a leading manufacturer of sealing and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems).
In addition, as part of our continued focus on sustainability and corporate responsibility, the Company’s Global Sustainability Council provides executive level oversight for the Company’s sustainability strategy to help ensure alignment and integration with business goals and stakeholder priorities.
In addition, as part of our continued focus on sustainability and corporate responsibility, the Company’s Global Sustainability Council provides executive-level oversight for our sustainability strategy to help ensure alignment and integration with business goals and stakeholder priorities.
We believe that our capabilities in these core competencies are integral to our position as a market leader in each of our product lines. Our sealing systems products compete with Toyoda Gosei, Henniges, Hutchinson Standard Profil, HSR&A, SaarGummi and JianXin, among others. Our fuel and brake delivery products compete with TI Automotive, Sanoh, Martinrea, Maruyasu and SeAH, among others.
We believe that our capabilities in these core competencies are integral to our position as a market leader in each of our product lines. Our sealing systems products compete with Toyoda Gosei, Henniges, Hutchinson, Standard Profil, HSR&A, SaarGummi and JianXin, among others. Our fuel and brake delivery systems products compete with TI Automotive, Sanoh, Martinrea, Maruyasu and SeAH, among others.
Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and variable rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations.
Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations.
The supplier industry is a highly competitive industry and is generally characterized by high barriers to entry, significant start-up costs and long-standing customer relationships. The criteria by which OEMs judge automotive suppliers include quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability and global footprint.
The supplier industry is a highly competitive industry and is generally characterized by high barriers to entry, significant start-up costs and long-standing customer relationships. The criteria by which OEMs judge automotive suppliers include quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability, global footprint and sustainability.
The principal raw materials for our business include synthetic and natural rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. We manage the procurement of our direct and indirect materials to assure supply continuity and to obtain the most favorable total cost.
The principal raw materials for our business include synthetic rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. We manage the procurement of our direct and indirect materials to assure supply continuity and to obtain the most favorable total cost.
Over the last decade, suppliers that have been able to achieve manufacturing scale globally, reduce structural costs, diversify their customer base and provide innovative, value-added technologies have been the most successful. The technology of today’s vehicles is evolving rapidly.
Over the last decade, the most successful suppliers have been able to achieve manufacturing scale globally, reduce structural costs, diversify their customer base and provide innovative, value-added technologies. The technology of today’s vehicles is evolving rapidly.
These are innovations that can be applicable and valuable to virtually any vehicle (including internal combustion, hybrid or battery electric powertrains) or vehicle manufacturer and, in many cases, can also be transferred to non-automotive applications in adjacent markets.
These are innovations that can be applicable and valuable to virtually any vehicle (including 5 internal combustion, hybrid or battery electric powertrains) or vehicle manufacturer and, in many cases, can also be transferred to non-automotive applications in adjacent markets.
Our fluid transfer products compete with Conti-Tech, Hutchinson, Teklas, Tristone, Akwel and Fränkische, among others. 7 Joint Ventures and Strategic Alliances Joint ventures represent an important part of our business, both operationally and strategically.
Our fluid transfer systems products compete with Conti-Tech, Hutchinson, Teklas, Tristone, Akwel and Fränkische, among others. 7 Joint Ventures and Strategic Alliances Joint ventures represent an important part of our business, both operationally and strategically.
We furthered the expansion of our ISG business through the acquisition of Lauren Manufacturing and Lauren Plastics in 2018. Cooper Standard signed multiple joint development agreements for our Fortrex™ chemistry platform throughout 2018 to 2021.
We furthered the expansion of our ISG business through the acquisition of Lauren Manufacturing and Lauren Plastics in 2018. Cooper Standard signed multiple joint development agreements for its Fortrex™ chemistry platform throughout 2018 to 2021.
Cooper Standard remains closely aligned with our customers and is prepared to meet their evolving needs as they shift their fleets and offer more electric vehicle (“EV”) options. We are focused on growing 5 our business in the EV segment by leveraging our technology and innovation to provide value-add solutions for increasingly specialized technical requirements.
Cooper Standard remains closely aligned with our customers and is prepared to meet their evolving needs as they shift their fleets and offer more electric vehicle (“EV”) and hybrid options. We are focused on growing our business in the EV segment by leveraging our technology and innovation to provide value-add solutions for increasingly specialized technical requirements.
Procurement arrangements include short-term and long-term supply agreements that may contain formula-based pricing based on commodity indices. These arrangements provide quantities needed to satisfy normal manufacturing demands. We believe we have adequate sources for the supply of raw materials and components for our products with suppliers located around the world.
Procurement arrangements include short-term and long-term supply agreements that may contain formula-based pricing tied to commodity indices. These arrangements provide quantities needed to satisfy normal manufacturing demands. We believe we have adequate sources for the supply of raw materials and components for our products with suppliers located around the world.
We believe that we are the largest global producer of sealing systems, the second largest global producer of the types of fuel and brake delivery products that we manufacture and the third largest global producer of the types of fluid transfer systems that we manufacture.
We believe we are the largest global producer of sealing systems, the second largest global producer of the types of fuel and brake delivery products we manufacture, and the third largest global producer of the types of fluid transfer systems we manufacture.
Markets Served Our automotive business is focused on the passenger car and light truck market, up to and including Class 3 full-size, full-frame trucks, better known as the global light vehicle market. This is our largest market and accounts for approximately 94% of our global sales.
Markets Served Our automotive business is focused on the passenger car and light truck market, up to and including Class 3 full-size, full-frame trucks, better known as the global light vehicle market. This is our largest market and accounts for approximately 95% of our global sales.
We maintain good relations with both our union and non-union employees and, in the past ten years, have not experienced any major work stoppages. Our people have always been the driving force of value at Cooper Standard.
We believe that we maintain good relations with both our union and non-union employees and, in the past ten years, have not experienced any major work stoppages. Our people have always been the driving force of value at Cooper Standard.
Cooper Standard continues to progress its diversification strategy through its ISG business, which is charged with accelerating and maximizing expertise in the Company’s core product types for applications in the industrial and specialty markets.
Cooper Standard continues to advance its diversification strategy through its ISG business, which is charged with accelerating and maximizing expertise in the Company’s core product types for applications in the industrial and specialty markets.
We are developing innovative technologies based on materials expertise, process know-how, and application vision, which may drive future product direction. An example is Fortrex™, the Company’s synthetic elastomer chemistry platform, offering reduced weight while delivering superior material performance and aesthetics. We have also developed several other significant technologies, 4 especially related to advanced materials, processing and weight reduction.
We are continuously cultivating innovative technologies based on materials expertise, process know-how, and application vision, which may drive future product direction. An example is Fortrex™, the Company’s synthetic elastomer chemistry platform, offering reduced weight while delivering superior material performance and aesthetics. We have also developed several other significant technologies, especially related to advanced materials, processing and weight reduction.
For 2023, our voluntary employee turnover rate was approximately 15%. We believe that our culture and continued effort to provide our employees with growth opportunities contributes to retaining our strong talent. 9 In addition, we aim to diversify our workforce because we recognize the value of engaging different opinions and backgrounds in a global company.
For 2024, our voluntary employee turnover rate was approximately 13%. We believe that our culture and continued effort to provide our employees with growth opportunities contributes to retaining our strong talent. 9 In addition, we aim to diversify our workforce because we recognize the value of engaging different opinions and backgrounds in a global company.
Additionally, building an internal talent pipeline supports the achievement of this priority. In 2023, our internal fill rate was approximately 36%. This metric, which is based on salaried, director-level positions and above, helps us to understand where employees are advancing in their careers and the effectiveness of our internal development programs.
Additionally, building an internal talent pipeline supports the achievement of this priority. In 2024, our internal fill rate was approximately 85%. This metric, which is based on salaried, director-level positions and above, helps us to understand where employees are advancing in their careers and the effectiveness of our internal development programs.
Given the trajectory and anticipated future growth of electric vehicles, Cooper Standard has developed innovations to provide lightweight plastic tubing with our PlastiCool ® 2000 multilayer tubing, smooth and clear vinyl tubing (“CVT”) mid-temperature multilayer tubing, and our next-generation Ergo-Lock™ and Ergo-Lock™ + VDA quick connectors for glycol thermal management needs.
Given the trajectory and anticipated future growth of electric vehicles, Cooper Standard has developed innovations to provide lightweight plastic tubing with our PlastiCool ® 2000 multilayer tubing, smooth and convoluted mid-temperature multilayer tubing, and our next-generation Ergo-Lock™ and Ergo-Lock™ + VDA quick connectors for glycol thermal management needs.
Safety continues to be a top priority and primary focus of management. An emphasis on reducing workplace incidents helps Cooper Standard to maintain a safe workforce and continue to deliver world class results for product quality.
Safety remains a top priority and primary focus of management. An emphasis on reducing workplace incidents helps Cooper Standard to maintain a safe workforce and continue to deliver world class results for product quality.
We are committed to recruiting, developing and retaining a high-performing and diverse workforce. A global measurement for our diversity is women in the company and women in leadership. In 2023, women made up approximately 40% of our workforce. Of our leadership positions, defined as vice president positions and above, women held approximately 24% of such roles.
We are committed to recruiting, developing and retaining a high-performing and diverse workforce. A global measurement for our diversity is women in the company and women in leadership. In 2024, women made up approximately 40% of our workforce. Of our leadership positions, defined as vice president positions and above, women held approximately 21% of such roles.
In 2023, we finalized the divestiture of our European technical rubber products business and sold the Company’s entire controlling equity interest in a joint venture in the Asia Pacific region. 3 Business Strategy Cooper Standard’s Purpose statement - Creating Sustainable Solutions Together - represents the Company’s focus on creating solutions for the long-term health of the business as a whole and the sustained value that we work each day to deliver to our stakeholders (customers, investors, employees, suppliers and communities).
In 2023, we finalized the divestiture of our European technical rubber products business and sold the Company’s entire controlling equity interest in a joint venture in the Asia Pacific region. 3 Business Strategy Cooper Standard’s Purpose statement - Creating Sustainable Solutions Together - reflects the Company’s focus on creating solutions that ensure the long-term health of the business and the sustained value that we work each day to deliver to our stakeholders (customers, investors, employees, suppliers and communities).
Amounts spent on engineering, research and development, and program management were as follows: Year Amount Percentage of Sales (Dollar amounts in millions) 2023 $84.1 3.0% 2022 $80.5 3.2% 2021 $90.0 3.9% Intellectual Property We believe that one of our key competitive advantages is our ability to translate customer needs and our ideas into innovation through the development of intellectual property.
Amounts spent on engineering, research and development, and program management were as follows: Year Amount Percentage of Sales (Dollar amounts in millions) 2024 $82.8 3.0% 2023 $84.1 3.0% 2022 $80.5 3.2% Intellectual Property We believe that one of our key competitive advantages is our ability to translate customer needs and our ideas into innovation through the development of intellectual property.
In addition, local partners in these markets can provide knowledge and insight into local practices and access to local suppliers of raw materials and components. The following table shows our significant unconsolidated joint ventures as of December 31, 2023: Country Name Product Line Ownership Percentage Thailand Nishikawa Tachaplalert Cooper Ltd.
In addition, local partners in these markets can provide knowledge and insight into local practices and access to local suppliers of raw materials and components. The following table shows our significant unconsolidated joint ventures as of December 31, 2024: Country Name Products Ownership Percentage Thailand Nishikawa Tachaplalert Cooper Ltd.
In response, we worked with our customers throughout 2022 and 2023 to implement or expand index-based commercial agreements that have enabled us to partially recover incremental material costs incurred and significantly reduced our exposure and risk related to commodity price fluctuations going forward.
In response, we worked with our customers to implement or expand index-based commercial agreements that have enabled us to partially recover incremental material costs incurred and significantly reduce our exposure and risk related to commodity price fluctuations going forward.
Cooper Standard’s fluid handling products were selected as the Society of Plastics Engineers 2022 Automotive Innovation Award winner for the Material category for our innovative battery electric vehicle thermoplastic thermal management solution utilizing PlastiCool ® 2000 multilayer tube and Ergo-Lock ® connectors. Industry The automotive industry is one of the world’s largest and most competitive markets.
Cooper Standard’s fluid handling products were also selected as the Society of Plastics Engineers 2022 Automotive Innovation Award winner for the Material category for our innovative battery electric vehicle thermoplastic thermal management solution utilizing PlastiCool ® 2000 multilayer tube and Ergo-Lock ® connectors.
However, economic conditions and consumer demand may change the traditional seasonality of the industry. In recent years, for example, global light vehicle production, inventory and consumer demand all experienced extreme dislocations from historic norms due to the global COVID-19 pandemic and related restrictions on production and consumer activity.
In recent years, for example, global light vehicle production, inventory and consumer demand all experienced extreme dislocations from historic norms due to the global COVID-19 pandemic and related restrictions on production and consumer activity.
Our products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. We conduct substantially all of our activities through our subsidiaries.
Our products are primarily designed for passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. Nearly all of our activities are conducted through our subsidiaries.
These awards are a further testament to Cooper Standard’s commitment to ESG topics, including our core value of integrity. Cooper Standard considers itself a steward of the environment, and we monitor the environmental impact of our business and products. We prioritize our environmental management as a means of driving and sustaining excellence.
These awards are a further testament to Cooper Standard’s commitment to driving value for all of our stakeholders including the communities we live and operate in. Cooper Standard considers itself a steward of the environment, and we monitor the environmental impact of our business and products. We prioritize our environmental management as a means of driving and sustaining excellence.
We design and manufacture our products in each major region of the world through a disciplined and sustained approach to engineering and operational excellence. We operate in 78 manufacturing locations and 50 design, engineering, administrative and logistics locations.
We design and manufacture our products in each major region of the world through a disciplined and sustained approach to engineering and operational excellence. We operate in 75 manufacturing locations and 49 design, engineering, administrative and logistics locations. Approximately 86% of our sales in 2024 were to OEMs.
We purposefully apply sustainable principles in the design and production of our 8 products, reducing the environmental impact from sourcing through end-of-life. These efforts also enable our customers to reduce their environmental impacts.
Our most significant opportunity to contribute to this low-carbon and circular economy is through reducing the environmental impact of our products and manufacturing processes. We purposefully apply sustainable principles in the design and production of our 8 products, reducing the environmental impact from sourcing through end-of-life. These efforts also enable our customers to reduce their environmental impacts.
Cooper Standard is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “CPS.” The Company has approximately 23,000 employees, including 3,000 contingent workers, with 128 facilities in 21 countries.
Cooper Standard is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “CPS.” The Company has approximately 22,000 employees, including 2,500 contingent workers, across 124 facilities in 20 countries.
In 2021, the Company reached a long-term commercial agreement to license its Fortrex™ technology to NIKE, Inc., with the footwear manufacturer launching the first related mass production programs in 2023.
In 2021, the Company reached a long-term commercial agreement to license its Fortrex™ technology to NIKE, Inc., with the footwear manufacturer launching the first related mass production programs in 2023. Since its initial launch, NIKE has expanded the adoption of this technology across multiple footwear products.
Environmental, Social and Governance (ESG) In 2023, the Company was named to Newsweek’s list of America’s Most Responsible Companies for the fifth consecutive year and achieved Ecovadis Silver Status for sustainability efforts that also earned the Company recognition from Nissan for sustainability and social responsible practices.
Sustainability In 2024, the Company was named to Newsweek’s list of America’s Most Responsible Companies for the sixth consecutive year and achieved Ecovadis Silver Status for sustainability efforts that also earned the Company recognition from Nissan for sustainability and social responsible practices. In addition, the Company was named to the USA TODAY America’s Best Climate Leaders 2024 list.
In 2023, our total incident rate (“TIR”) was 0.32, which represents an Occupational Safety and Health Administration measurement of on-the-job injuries in relation to total hours worked. Based on our review of industry peer sustainability reports, we have a lower TIR relative to our peer group.
In 2024, our total incident rate (“TIR”) was 0.30, which represents an Occupational Safety and Health Administration measurement of recordable injuries x 200,000 / total hours worked. Based on our review of industry peer sustainability reports, we have a lower TIR relative to our peer group and better than our world-class benchmark.
Our business with any given customer is typically split among several contracts for different parts on a number of platforms. Products Our product lines include sealing systems and fluid handling systems (consisting of fuel and brake delivery and fluid transfer systems). These products are produced and supplied globally to a broad range of customers in multiple markets.
Our OEMs in China include BYD, Geely, and Chery. Our business with any given customer is typically split among several contracts for different parts on a number of platforms. Products Our product lines include sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems).
Global commodity markets and pricing have stabilized to a large degree in 2023 and into the beginning of 2024. Seasonality Within the automotive industry, sales to OEMs are lowest during the months prior to model changeovers or during assembly plant shutdowns. Automotive production is traditionally reduced during July, August and year-end holidays, and our quarterly results may reflect these trends.
Seasonality Within the automotive industry, sales to OEMs are typically lowest during the months prior to model changeovers or during assembly plant shutdowns. Automotive production is traditionally reduced during July, August and year-end holidays, and our quarterly results may reflect these trends. However, economic conditions and consumer demand may change the traditional seasonality of the industry.
In addition, when we are the incumbent supplier to a given platform, we believe we have a competitive advantage in winning the redesign or replacement platform, although there is no guarantee that this will occur. Human Capital and Safety As of December 31, 2023, we had approximately 23,000 employees, including 3,000 contingent workers .
In addition, when we are the incumbent supplier for a given platform, we believe we have a competitive advantage in winning the redesign or replacement platform, although, future awards are not guaranteed. Human Capital and Safety As of December 31, 2024, we had approximately 22,000 employees, including 2,500 contingent workers.
Operational and Strategic Initiatives As part of Cooper Standard’s world-class operations, the Company relies upon its CSOS (Cooper Standard Operating System) to fully position the Company for growth and ensure global consistency in engineering design, program management, manufacturing process, purchasing and IT systems.
Cooper Standard’s global alignment around these imperatives continues to drive further value in many areas of the business. Operational and Strategic Initiatives As part of Cooper Standard’s world-class operations, the Company leverages its CSOS (Cooper Standard Operating System) to drive growth and maintain global consistency across engineering design, program management, manufacturing process, purchasing and IT systems.
We believe our reputation for successful innovation in product design and materials is the reason our customers consult us early in the development and design process of their next-generation vehicles or products.
Our engineers use the results of advanced computational simulations and incorporate a broad understanding of materials science to design products which meet or exceed our customers’ stringent requirements. We believe our reputation for successful innovation in product design and materials is the reason our customers consult us early in the development and design process of their next-generation vehicles or products.
The council maintains a holistic look at the Company’s ESG (environmental, social and governance) initiatives, tracks rapidly-evolving best practices and further develops long-term goals as the Company strives for ESG excellence.
The council maintains a holistic look at the Company’s environmental, social and governance initiatives, tracking rapidly-evolving best practices and regulations to further support our long-term strategic goals.
These include: FlushSeal™, an advanced integrated solution for frame under glass static sealing systems offering better appearance, improved aerodynamics, quieter ride and reduced weight; TPV body seal, a next generation body seal that replaces traditionally less sustainable EPDM and metal with recyclable thermoplastic materials which save significant component weight; MagAlloy™, a processing technology for brake lines that increases long term durability through superior corrosion resistance; and Easy-Lock™, a small package coolant and fuel vapor quick connect.
These include: FlexiCore™, a thermoplastic body seal that replaces traditional metal carriers in vehicle on-body seals with a more eco-friendly, lightweight plastic; FlushSeal™, an advanced integrated solution for frame-under-glass static sealing systems offering better appearance, improved aerodynamics, quieter ride and reduced weight; TPE body seal, a next generation body seal that replaces traditionally less sustainable EPDM and metal with recyclable thermoplastic materials which save significant component weight; eCoFlow™ switch pump, a solution that offers features of both an electric water pump and electronically driven valve in a single integrated coolant control module; plastic 4 coolant hub, a solution that combines many fluid handling components and a uniquely integrated pressure balancing feature into a sophisticated centralized compact plastic manifold; MagAlloy™, a processing technology for brake lines that increases long term durability through superior corrosion resistance; and Easy-Lock™, a small package coolant and fuel vapor quick connect.
In addition to these product lines, we also sell our core products into other adjacent markets.
These products are produced and supplied globally to a broad range of customers in multiple markets. In addition to these product lines, we also sell our core products into other adjacent markets.
Cooper Standard uses its i 3 Innovation Process (Imagine, Initiate and Innovate) and CS Open Innovation as mechanisms to capture novel ideas while promoting a culture of innovation. Ideas are carefully evaluated by our global product line teams and Global Technology Council, and those that are selected are put on an accelerated development cycle.
Cooper Standard uses its i 3 Innovation Process (Imagine, Initiate and Innovate) as a key mechanism to capture novel ideas while promoting a culture of innovation. Our global product line teams and Global Technology Council carefully evaluate these ideas, selecting the most promising ones for accelerated development.
The following charts show the percentage of sales to our top customers for the years ended December 31, 2023, 2022 and 2021: Our other customers include OEMs such as BMW, Toyota, Volvo, Jaguar/Land Rover, Honda and various other OEMs based in China.
Customers We are a leading supplier to the following OEMs and are increasing our presence with major OEMs throughout the world. The following charts show the percentage of sales to our top customers for the years ended December 31, 2024, 2023 and 2022: Our other customers include OEMs such as BMW, Jaguar/Land Rover, Hyundai, Toyota, and Rivian.
Raw material prices are susceptible to fluctuations which may place operational and profitability burdens on the entire supply chain. Following the pandemic, market prices for key raw materials, such as steel, aluminum, and oil-derived commodities, experienced a period of extreme volatility, which led to significant cost increases for our business in 2021 and 2022.
Since 2020, market prices for key raw materials, such as steel, aluminum, and oil-derived commodities, experienced a period of extreme volatility, which led to significant cost increases for our business.
Since the 2004 acquisition, the Company has expanded and diversified its customer base through a combination of organic growth and strategic acquisitions. Our ISG business accelerates and maximizes the value stream of Cooper Standard’s materials science and manufacturing expertise in industrial and specialty markets.
Since the 2004 acquisition, the Company has expanded and diversified its customer base through a combination of organic growth and strategic acquisitions. Our ISG business is a dedicated team that leverages Cooper Standard’s decades of engineering and manufacturing expertise to deliver OEM-quality solutions across diverse transportation and industrial markets.
The Foundation’s mission is to strengthen the communities where Cooper Standard employees work and live through the passionate support of children’s charities, education, health and wellness, and community revitalization. The Cooper Standard Foundation is a 501(c)(3) organization with oversight by its Board of Directors, Board of Trustees and Philanthropic Committee.
Community Involvement Supported by the Cooper Standard Foundation, our employees are highly engaged in their local communities. The Foundation’s mission is to strengthen the communities where Cooper Standard employees work and live through the passionate support of children’s charities, education, health and wellness, and community revitalization.
Standardization across all regions is especially critical in support of customers’ global platforms that require the same design, quality and delivery standards everywhere across the world. As a result of these initiatives, the Company has leveraged CSOS to drive an average savings from improved operating efficiency of approximately $60 million each of the past five years.
Standardization across all regions is particularly crucial to supporting customers’ global platforms that require the same design, quality and delivery standards worldwide. Through these initiatives, the Company has successfully utilized CSOS to achieve an average annual savings of approximately $50 million each of the past five years by enhancing operational efficiency.
We have also developed proprietary technology for A.I. automated processes control improvements, called Liveline Technologies, a wholly owned subsidiary of Cooper Standard. This technology enables full automation of polymer extrusion and other complex continuous processes, reducing process variation (a top driver of scrap), increasing product quality, improving operational metrics and reducing our carbon footprint.
Our solutions also include A.I. tools for automated process control, enabling the full automation of polymer extrusion and other complex continuous processes. This advanced technology reduces process variation (a top driver of scrap), increases product quality, improves operational metrics, and reduces our carbon footprint.
We believe that our trademarks, including FlushSeal™, Gen III Posi-Lock ® , Easy-Lock ® , MagAlloy ® , Ergo-Lock ® +, PlastiCool ® and Fortrex™, help differentiate us and lead customers to seek our partnership. We also have technology sharing and licensing agreements with various third parties, including Nishikawa Rubber Company, one of our joint venture partners in sealing products.
We believe that our trademarks, including FlexiCore™, eCoFlow™, FlushSeal™, Gen III Posi-Lock ® , Easy-Lock ® , MagAlloy ® , Ergo-Lock ® +, PlastiCool ® and Fortrex™, help differentiate us and lead customers to seek our partnership.
Also, Cooper Standard’s artificial intelligence-enhanced development cycle for polymer compound development was named a finalist for the 2019 Automotive News PACE Awards.
Cooper Standard’s A.I.-enhanced development cycle for polymer compound development was named a finalist for the 2019 Automotive News PACE Awards. Also, our FlexiCore™ Thermoplastic Body Seal received the SAA Innovations in Lightweighting Award in 2024 and was named an Automotive News PACE Pilot Finalist.
We have mutual agreements with Nishikawa Rubber Company for sales, marketing and engineering services on certain sealing products. Under those agreements, each party pays for services provided by the other and royalties on certain products for which the other party provides design or development services.
Under those agreements, each party pays for services provided by the other and royalties on certain products for which the other party provides design or development services. We also have licensing and joint development agreements for commercial applications of our Fortrex™ chemistry platform in non-automotive industries.
Post-pandemic, global light vehicle production continued to be negatively impacted by widespread supply chain disruptions, limiting the global automotive OEM’s ability to rebuild inventory and meet pent-up consumer demand. Backlog Our OEM sales are generally based upon purchase orders issued by the OEMs, with updated releases for volume adjustments.
Post-pandemic, global light vehicle production continued to be negatively impacted by widespread supply chain disruptions, limiting the global automotive OEM’s ability to rebuild inventory and meet pent-up consumer demand. By 2023, these disruptions had been largely resolved and production and inventory returned to a more normal balance.
For more information on the Company’s community involvement, please visit our Corporate Responsibility Report located on the Cooper Standard website.
The Cooper Standard Foundation is a 501(c)(3) organization with oversight by its Board of Directors, Board of Trustees and Philanthropic Committee. For more information on the Company’s community involvement, please visit our Corporate Responsibility Report located on the Cooper Standard website.
Cooper Standard also drives growth and diversification through the Company’s applied materials science offerings, which include the Fortrex™ chemistry platform that provides performance advantages over many other materials, as well as a significantly reduced carbon footprint.
The Company also drives growth and diversification through its applied materials science offerings, which include the Fortrex™ chemistry platform that provides performance advantages over many other materials while also significantly reducing carbon footprint. Leveraging Technology and Materials Science for Innovative Solutions We use our technical and materials science expertise to provide customers with innovative and sustainable product solutions.
As such, we typically do not have a firm and definitive backlog of orders at any point in time. Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is normally five to eight years, although there is no guarantee that this will occur.
Once selected to supply products for a particular platform, we typically supply those products for the platform life, which is normally five to eight years, though this term is not guaranteed.
We also have licensing and joint development agreements for commercial applications of our Fortrex™ chemistry platform in non-automotive industries. A joint development agreement has also been put in place for the collaborative creation of novel dynamic fluid control products and systems.
A joint development agreement with Salari Group has been put in place for the collaborative creation of novel dynamic fluid control products and systems. Innovation, Materials, and Product Lifecycle The international response to risks and opportunities of climate change is transforming our global economy.
Approximately 84% of our sales in 2023 were to OEMs, including Ford Motor Company (“Ford”), General Motors Company (“GM”), Stellantis, Volkswagen Group, Daimler, Renault-Nissan, BMW, Toyota, Volvo, Jaguar/Land Rover, Honda and various other OEMs based in China. The remaining 16% of our 2023 sales were primarily to Tier I and Tier II automotive suppliers, non-automotive customers, and replacement market distributors.
Our largest customers are Ford Motor Company (“Ford”), General Motors Company (“GM”), Stellantis, Volkswagen Group, Mercedes-Benz, and Renault-Nissan. Our other customers include BMW, Jaguar/Land Rover, Hyundai, Toyota, and Rivian. Our OEMs in China include BYD, Geely, and Chery.
As a result, beginning with the first quarter of 2024, the Company expects to report its financial results in two reportable segments based on product line: Sealing Systems and Fluid Handling Systems.
As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows.
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The Company’s products can be found on over 440 nameplates globally. Our organizational structure primarily consists of a global automotive business (“Automotive”) and the Industrial and Specialty Group (“ISG”). For the periods presented herein, our business was organized in the following reportable segments: North America, Europe, Asia Pacific and South America.
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The remaining 14% of our 2024 sales were primarily to Tier I and Tier II automotive suppliers, non-automotive customers, and replacement market distributors. The Company’s products are featured on more than 430 nameplates globally. Prior to January 1, 2024, our organizational structure primarily consisted of a global automotive business (“Automotive”) and the Industrial and Specialty Group (“ISG”).
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ISG and all other business activities were reported in Corporate, eliminations and other. This operating structure allowed us to offer our full portfolio of products and support our global and regional customers with complete engineering and manufacturing expertise in all major regions of the world. On an ongoing basis, we undertake restructuring, expansion and cost reduction initiatives to improve competitiveness.
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Effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of its reportable segments, which are determined based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance.
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Consistent with our strategy to drive future profitable growth, the Company has increased and intensified management focus on its two global automotive product line businesses.
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All segment information included in this Annual Report on Form 10-K is reflective of this new structure and prior period information has been revised to conform to the Company’s current period presentation. On an ongoing basis, we undertake restructuring, expansion and cost reduction initiatives to improve competitiveness.
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Effective January 1, 2024, the Company appointed a senior executive to lead each of our sealing and fluid handling systems businesses, and the chief operating decision maker will prospectively begin to assess operating performance by product line rather than geography.
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For certain products, we can provide up to 100% virtual testing. We continue to adopt proprietary artificial intelligence (“A.I.”) based solutions where they deliver business value. These solutions include Formulink, which enables guided development of superior polymer compounds in less time; and A.I. based tools for virtual validation of product performance, which reduces requirements for physical testing.
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Cooper Standard’s global alignment around these imperatives continues to drive further value in many areas of the business.
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To promote adoption of these solutions within Cooper Standard and explore potential external sales opportunities, the Company established Liveline Technologies as a wholly-owned subsidiary of Cooper Standard. The Company continues to assess the latest advancements in A.I. and looks for opportunities to drive improved business results through its continued adoption. Our innovations are receiving industry recognition.
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Leveraging Technology and Materials Science for Innovative Solutions We use our technical and materials science expertise to provide customers with innovative and sustainable product solutions. Our engineers use the results of advanced computational simulations and incorporate a broad understanding of materials science to design products which meet or exceed our customers’ stringent requirements.
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In addition, our Plastic Coolant Hub Technology was selected as a 2024 Automotive Innovation Award winner for the Powertrain category and our eCoFlow Switch Pump™ was named as an Automotive News PACE Pilot award finalist. Industry The automotive industry is one of the world’s largest and most competitive markets.
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The Company’s CS Open Innovation is an initiative that aims to position Cooper Standard as the partner of choice for start-ups, universities and other suppliers through a proactive outreach program. The initiative is focused in the areas of materials science, manufacturing and process technology, digital/artificial intelligence and advanced product technology.
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We also have technology sharing and licensing agreements with various third parties, including Nishikawa Rubber Company, one of our joint venture partners in sealing products. We have mutual agreements with Nishikawa Rubber Company for sales, marketing and engineering services on certain sealing products.
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We can provide up to 100% virtual testing for certain products. Among our newer technologies is Cooper Standard’s artificial intelligence (A.I.)-enhanced development cycle for polymer compounds that has shortened material development times while realizing rapid discovery of new compounds that offer superior performance properties, which yield superior products.
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Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole.
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In addition, the Company is piloting multiple A.I. applications to help drive efficiencies in various functions. Our innovations are receiving industry recognition.
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While total production volume since 2023 has remained below pre-pandemic levels, seasonality of production has normalized. Backlog Our OEM sales are generally based upon purchase orders issued by the OEMs, with updated releases for volume adjustments. As such, we typically do not have a firm and definitive backlog of orders at any point in time.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn particular, natural disasters and adverse weather conditions can be caused or exacerbated by climate change. Regardless of the cause, any significant disruption to our production could negatively affect our operations, customer relationships and financial performance.
Biggest changeRegardless of the cause, any significant disruption to our production could negatively affect our operations, customer relationships and financial performance. Similar disruptions at one or more of our suppliers or our customers’ suppliers could adversely affect our operations if an alternative source of supply were not readily available.
Risks inherent in our international operations include: • currency exchange rate fluctuations, currency controls and restrictions, and the ability to hedge currencies; • changes in local economic conditions; • repatriation restrictions or requirements, including tax increases on remittances and other payments by our foreign subsidiaries; • global sovereign fiscal uncertainty and hyperinflation in certain foreign countries; • c hanges in laws and regulations, including laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, or taxes or the imposition of embargoes on imports from countries where we manufacture products; • operating in foreign jurisdictions where the ability to protect and enforce our intellectual property rights is limited as a statutory or practical matter; • 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, including the wars in Ukraine and the Middle East and the related sanctions imposed on Russia.
Risks inherent in our international operations include: • currency exchange rate fluctuations, currency controls and restrictions, and the ability to hedge currencies; • changes in local economic conditions; • repatriation restrictions or requirements, including tax increases on remittances and other payments by our foreign subsidiaries; • global sovereign fiscal uncertainty and hyperinflation in certain foreign countries; • c hanges in laws and regulations, including laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, or taxes or the imposition of embargoes on imports from countries where we manufacture products; • operating in foreign jurisdictions where the ability to protect and enforce our intellectual property rights is limited as a statutory or practical matter; 15 • 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, including the wars in Ukraine and the Middle East and the related sanctions imposed on Russia.
An inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the 5.625% Senior Notes due 2026 (the “2026 Senior Notes”), the First Lien Notes, the Third Lien Notes, or the ABL Facility.
An inability to generate sufficient cash flow to satisfy our debt service obligations, or to 17 refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the 5.625% Senior Notes due 2026 (the “2026 Senior Notes”), the First Lien Notes, the Third Lien Notes, or the ABL Facility.
Such protections, however, vary among the countries in which we market and sell our products, and as a result, we may be unable to prevent third parties from using our intellectual property without authorization. Any infringement or misappropriation of our technology could have an adverse effect on our business and 20 results of operations.
Such protections, however, vary among the countries in which we market and sell our products, and as a result, we may be unable to prevent third parties from using our intellectual property without authorization. Any infringement or misappropriation of our technology could have an adverse effect on our business and results of operations.
The occurrence of any of these risks may adversely affect the results of operations and financial condition of our international operations and our business as a whole. 15 In addition, we are subject to the Foreign Corrupt Practices Act (the “FCPA”) and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities.
The occurrence of any of these risks may adversely affect the results of operations and financial condition of our international operations and our business as a whole. In addition, we are subject to the Foreign Corrupt Practices Act (the “FCPA”) and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities.
Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, our required contributions may be higher than we expect.
Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, 19 our required contributions may be higher than we expect.
While we entered into index pricing agreements with some of our customers which provide for a price adjustment based on quoted market prices to attempt to address some of these risks (notably with respect to steel and rubber), there can be no assurance that commodity price fluctuations will not adversely affect our results of operations and cash flows.
While we entered into index pricing agreements with some of our customers which provide for a price adjustment based on quoted market prices to attempt to address some of these risks (primarily with respect to steel and rubber), there can be no assurance that commodity price fluctuations will not adversely affect our results of operations and cash flows.
The full impact of another public health event on our financial condition and operations results will depend on various factors, such as the ultimate duration and scope of the crisis, its impact on our customers, suppliers and logistics partners, how quickly normal operations can resume and the duration and magnitude of the economic downturn caused by the health crisis in our key markets.
The full impact of a public health event on our financial condition and operations results will depend on various factors, such as the ultimate duration and scope of the crisis, its impact on our customers, suppliers and logistics partners, how quickly normal operations can resume and the duration and magnitude of the economic downturn caused by the health crisis in our key markets.
Such costs could negatively affect our cash flows, results of operations and financial condition. We are subject to other risks associated with our international operations. We have significant manufacturing operations outside the United States, including joint ventures and other alliances. Our operations are located in 21 countries, and we export to several other countries.
Such costs could negatively affect our cash flows, results of operations and financial condition. We are subject to other risks associated with our international operations. We have significant manufacturing operations outside the United States, including joint ventures and other alliances. Our operations are located in 20 countries, and we export to several other countries.
We could face risks related to public health events, including epidemics and pandemics like the recent COVID-19 pandemic.
We could face risks related to public health events, including epidemics and pandemics like the COVID-19 pandemic.
Failure to maintain effective controls and procedures could adversely impact our business, financial condition and results of operations. Regulatory provisions governing the financial reporting of U.S. public companies require that we establish and maintain disclosure controls and internal controls over financial reporting across our operations in 21 countries.
Failure to maintain effective controls and procedures could adversely impact our business, financial condition and results of operations. Regulatory provisions governing the financial reporting of U.S. public companies require that we establish and maintain disclosure controls and internal controls over financial reporting across our operations in 20 countries.
The costs and availability of raw materials and manufactured components can fluctuate due to factors beyond our control, including as a result of existing and potential changes to U.S. policies related to global trade and tariffs.
The costs and availability of raw materials and manufactured components can fluctuate due to factors beyond our control, including as a result of existing and potential changes to U.S. policies related to global trade and increased tariffs and trade restrictions.
Therefore, the ultimate amount of our sales is not guaranteed. If actual production orders from our customers are not consistent with the projections we use in calculating the amount of awarded business, we could realize substantially less sales and profit over the life of these awards than currently projected. Pricing pressures may adversely affect our business.
Therefore, the ultimate amount of our sales is not guaranteed. If actual production orders from our customers are not consistent with the projections we use in calculating the amount of awarded business, we could realize substantially less sales and profit over the life of these awards than currently projected. Pricing pressures and other commercial adjustments may adversely affect our business.
We regularly monitor our goodwill, long-lived assets and intangible assets for impairment indicators. In conducting our goodwill impairment testing, we compare the fair value of our reporting units to their related net book value.
We regularly monitor our goodwill, long-lived assets and intangible assets for impairment indicators. In conducting a quantitative goodwill impairment testing, we compare the fair value of our reporting units to their related net book value.
Raw material costs can be volatile. The principal raw materials to produce our products include synthetic and natural rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. Material costs represented approximately 51% of our total cost of products sold in 2023.
Raw material costs can be volatile. The principal raw materials to produce our products include synthetic rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel. Material costs represented approximately 51% of our total cost of products sold in 2024.
Like other public companies, our computer systems and those of our third-party vendors, partners and service providers are regularly subject to, and will continue to be the target of, computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations which may cause disruptions to our operations.
Like other public companies, our computer systems and those of our third-party vendors, partners and service providers are regularly subject to, and will continue to be the target of, computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations (including through the use of A.I.) which may cause disruptions to our operations.
While we provide parts to virtually every major global OEM for use on a wide range of different platforms, sales to our three largest customers, Ford, GM, and Stellantis, on a worldwide basis represented approximately 55% of our sales for the year ended December 31, 2023.
While we provide parts to virtually every major global OEM for use on a wide range of different platforms, sales to our three largest customers, Ford, GM, and Stellantis, on a worldwide basis represented approximately 56% of our sales for the year ended December 31, 2024.
Uncertain economic or industry conditions resulting from such supply chain constraints could result in financial distress within our supply base, thereby further increasing the risk of supply disruption.
Uncertain economic or industry conditions resulting from such supply chain constraints and trade disputes could result in financial distress within our supply base, thereby further increasing the risk of supply disruption.
In 2023, approximately 78% of our sales were attributable to products manufactured outside the United States.
In 2024, approximately 78% of our sales were attributable to products manufactured outside the United States.
We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business. We have a significant amount of indebtedness. As of December 31, 2023, we had total indebtedness of $1,095 million.
We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business. We have a significant amount of indebtedness. As of December 31, 2024, we had total indebtedness of $1,100.3 million.
In certain instances, entire industries may experience short-term capacity constraints. Any significant disruptions in the automotive industry due to industry-wide parts shortages and global supply chain constraints could adversely affect our operations and financial performance.
In certain instances, entire industries may experience short-term capacity constraints. Any significant disruptions in the automotive industry due to industry-wide parts shortages, global supply chain constraints and price volatility due to increased tariffs and trade restrictions could adversely affect our operations and financial performance.
Net of $7.1 million of outstanding letters of credit, the Company effectively had $162.4 million available for borrowing under its ABL Facility. Furthermore, production shutdowns or disruptions will result in working capital swings which could result in increased outflows.
Net of $7.6 million of outstanding letters of credit, the Company effectively had $169.2 million available for borrowing under its ABL Facility. Furthermore, production shutdowns or disruptions will result in working capital swings which could result in increased outflows.
As of December 31, 2023, there were no obligations outstanding under the ABL Facility, the Company’s borrowing base was $169.5 million and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base .
As of December 31, 2024, there were 16 no obligations outstanding under the ABL Facility, the Company’s borrowing base was $176.7 million and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base .
Our operations strategy includes continuous improvement programs and implementation of lean manufacturing tools across all facilities to achieve cost savings and increased performance. Further, we have and may continue to initiate restructuring actions designed to improve future profitability and competitiveness.
The benefits of our continuous improvement programs and other cost savings plans may not be fully realized. Our operations strategy includes continuous improvement programs and implementation of lean manufacturing tools across all facilities to achieve cost savings and increased performance. Further, we have and may continue to initiate restructuring actions designed to improve future profitability and competitiveness.
The cost savings that we anticipate from these initiatives may not be achieved on schedule or at the level we anticipate. If we are unable to realize these anticipated savings, our operating results and financial condition may be adversely affected.
The cost savings that we anticipate from these initiatives may not be achieved on schedule or at the level we anticipate, and could be negatively impacted by lower-than-expected production volumes. If we are unable to realize these anticipated savings, our operating results and financial condition may be adversely affected.
The increasing use and evolution of this technology creates potential risks for loss or misuse of sensitive Company data that forms part of any data set that was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third party providers' systems, portable media or storage devices, which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims.
The increasing use and evolution of this technology creates potential risks for loss or misuse of sensitive Company data that forms part of any data set that was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third party providers' systems, portable media or storage devices.
To the extent that we incur additional indebtedness or incur such other obligations that may be permitted under our debt instruments, the 17 risks associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.
To the extent that we incur additional indebtedness or incur such other obligations that may be permitted under our debt instruments, the risks associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase. Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
The borrowings under the ABL Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
As of December 31, 2023, our U.S. pension plans were underfunded by $14.4 million and our non-U.S. pension plans (which typically are pay-as-you-go plans) were underfunded by $92.2 million. If our cash flow from operations is insufficient to fund our worldwide pension liabilities, it could have an adverse effect on our financial condition and results of operations.
As of December 31, 2024, our U.S. supplemental employee retirement plan was underfunded by $9.8 million and our non-U.S. pension plans (which typically are pay-as-you-go plans) were underfunded by $81.1 million. If our cash flow from operations is insufficient to fund our worldwide pension liabilities, it could have an adverse effect on our financial condition and results of operations.
It is not possible to predict with certainty the outcome of claims, investigations and lawsuits, and we could in the future incur judgments, fines or penalties or enter into settlements of lawsuits and claims that could have an adverse effect on our business, results of operations and financial condition in any particular period.
It is not possible to predict with certainty the outcome of claims, investigations and lawsuits, and we could in the future incur judgments, fines or penalties or enter into settlements of lawsuits and claims that could have an adverse effect on our business, results of operations and financial condition in any particular period. 20 If we are unable to protect our intellectual property or if a third party challenges our intellectual property rights, our business could be adversely affected.
Such capital may not be available on favorable terms or at all. 16 The ongoing situations in Ukraine and Russia and the Middle East and related disruptions could adversely affect our liquidity, business, and results of operations.
Such capital may not be available on favorable terms or at all. Developments in new or ongoing conflicts around the world and related disruptions could adversely affect our liquidity, business, and results of operations.
If we are unable to protect our intellectual property or if a third party challenges our intellectual property rights, our business could be adversely affected. We own or have rights to proprietary technology that is important to our business. We rely on intellectual property laws, patents, trademarks and trade secrets to protect such technology.
We own or have rights to proprietary technology that is important to our business. We rely on intellectual property laws, patents, trademarks and trade secrets to protect such technology.
We also face competition for certain of our products from suppliers producing in lower-cost regions such as Asia and Eastern Europe. Our competitors’ efforts to grow market share could exert downward pressure on the pricing of our products and our margins. The benefits of our continuous improvement programs and other cost savings plans may not be fully realized.
We also face competition for certain of our products from suppliers producing in lower-cost regions such as Asia and Eastern Europe. Our competitors’ efforts to grow market share could exert downward pressure on the pricing of our products and our margins, or result in the resourcing of platforms by our customers.
As a result, any default by us on our indebtedness could have a material adverse effect on our business, financial condition and results of operation. 18 Our expected annual effective tax rate and cash tax liability could be volatile and could materially change as a result of changes in many items including mix of earnings, debt and capital structure and other factors.
Our expected annual effective tax rate and cash tax liability could be volatile and could materially change as a result of changes in many items including mix of earnings, debt and capital structure and other factors.
Similar disruptions at one or more of our suppliers or our customers’ suppliers could adversely affect our operations if an alternative source of supply were not readily available. Additionally, similar disruptions at our customers’ facilities could result in reduced demand for our products causing us to delay or cancel production and could have an adverse effect on our business.
Additionally, similar disruptions at our customers’ facilities could result in reduced demand for our products causing us to delay or cancel production and could have an adverse effect on our business.
If there were an event of default under any of the agreements relating to our outstanding indebtedness whether as a result of a payment default, covenant breach or otherwise, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately.
If we are forced to refinance these borrowings on less favorable terms or if we are unable to refinance such borrowings at all, our financial condition, results of operations and cash flows could be adversely affected. 18 If there were an event of default under any of the agreements relating to our outstanding indebtedness whether as a result of a payment default, covenant breach or otherwise, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately.
In addition, the recent Israel-Hamas war and escalating tensions in the Middle East could affect oil prices and have other, potentially recessionary, effects on the global economy. Prolonged inflationary conditions and periods of high interest rates could further negatively affect U.S. and international commerce and exacerbate or further extend the period of high energy prices and supply chain constraints.
These disruptions together with the uncertainty created by these conflicts could have recessionary effects on the global economy. Prolonged inflationary conditions and periods of high interest rates could further negatively affect U.S. and international commerce and exacerbate or further extend the period of high energy prices and supply chain constraints.
These and other issues resulting from the global economic slowdown and financial market turmoil have adversely affected and may continue to adversely affect the automotive industry, which may lead to a decline in the general demand for our products and erosion of their procurement or sale prices.
These and other issues resulting from a global economic slowdown and turmoil in the financial markets may continue to adversely affect the automotive industry, which may lead to a decline in the general demand for our products, our profitability or both. We do not have operations in Ukraine, Russia or the Middle East, nor do we sell into these markets.
In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.
In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. As a result, any default by us on our indebtedness could have a material adverse effect on our business, financial condition and results of operation.
If we are not able 14 to offset price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a negative impact on our financial condition. Our business could be adversely affected if we lose any of our largest customers or significant platforms.
Price reductions historically have adversely impacted our sales and profit margins and may do so in the future. If we are not able to offset price reductions through improved operating efficiencies and reduced expenditures, those price reductions may have a negative impact on our financial condition.
Ultimate settlement of the remaining benefit obligations is dependent upon market conditions at the time of settlement. Significant changes in discount rates, the actual return on pension assets and other factors could adversely affect our liquidity, results of operations and financial condition.
Pension Plan to a highly rated insurance company, thereby reducing the Company’s pension obligations and assets by the same amount. Significant changes in discount rates, the actual return on pension assets and other factors could adversely affect our liquidity, results of operations and financial condition.
We do not have operations in Ukraine, Russia or the Middle East, nor do we sell into these markets. Nonetheless, if the global economic slowdown and the Russia-Ukraine and Israel-Hamas wars continue, our liquidity, business, and results of operations may continue to be adversely affected.
Nonetheless, if there is further global economic slowdown and a continuation of these conflicts, our liquidity, business, and results of operations may continue to be adversely affected.
As further described in Note 12. “Pension” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report, our Board of Directors approved a resolution to merge certain of the U.S. pension plans, and terminate the resulting merged plan effective December 31, 2022.
As further described in Note 12. “Pensions” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report, on April 3, 2024, the Company irrevocably transferred approximately $137.0 million of remaining pension benefit obligations and associated plan assets related to the U.S.
Removed
Vehicle manufacturers often seek price reductions in both the initial bidding process and during the term of the contract. Price reductions historically have adversely impacted our sales and profit margins and may do so in the future.
Added
All of these risks have the potential to result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims.
Removed
The ongoing military conflict between Russia and Ukraine and the resulting sanctions have caused, and are currently expected to continue to cause, significant disruptions to the global financial system, international trade, and the transportation and energy sectors, among others.
Added
Upfront and ongoing pricing strategies and demands could result in either unsatisfactory profitability, loss of replacement or targeted business, and/or exposure to competitive challenges and resourcing. Further, the automotive industry 14 continues to experience aggressive pricing pressure from customers.
Removed
The impacts of the conflict on the supply chain and commodity prices are expected to be profound and have resulted and may continue to result in substantial inflation in one or more countries (or globally).
Added
Vehicle manufacturers often seek price reductions in both the initial bidding process and during the term of the contract and may seek other commercial adjustments, including but not limited to new or adjusted demands relating to annual commercial productivity, quality standards, research and development funding, packaging and materials and demands for the Company to share in productivity and efficiency savings in excess of our cost reduction targets.
Removed
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. The borrowings under the ABL Facility are at variable rates of interest and expose us to interest rate risk.
Added
Our business could be adversely affected if we lose any of our largest customers or significant platforms.
Removed
If we are forced to refinance these borrowings on less favorable terms or if we are unable to refinance such borrowings at all, our financial condition, results of operations and cash flows could be adversely affected.
Added
Developments in new or ongoing conflicts or civil unrest around the world, such as the military conflicts between Russia and Ukraine, Israel and Hamas, and other conflicts and escalating tensions in the Middle East and other regions of the world, may cause significant disruptions to the global financial system, international trade, and the transportation and energy sectors, among others, potentially impacting supply chain and commodity prices which may result in substantial inflation.
Removed
As part of the termination process, we expect to settle benefit obligations under the terminated plan through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations and administration will be transferred to a third-party insurance company.
Added
If we instead perform a qualitative goodwill impairment test, we assess whether there are any events or circumstances that indicate it is more likely than not that the fair value of our reporting units is less than their related book value.
Removed
Such settlements will be funded primarily from plan assets, but may also require funding from the Company. In the fourth quarter of 2023, the Company paid $48.6 million of lump sum payments to eligible participants from 19 plan assets, resulting in a settlement loss of $16.3 million during the year ended December 31, 2023.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur information technology (“IT”) professionals focus on improving existing controls as outlined by ISO/IEC 27001:2022 (an internationally recognized information security framework), which is the foundation of our cybersecurity program. In recent years, we made advancements in this space by conducting a risk assessment carried out by an independent third-party and adding new cyber advisory services as described further below.
Biggest changeOur information technology (“IT”) professionals focus on improving existing controls as outlined by ISO/IEC 27001:2022 (an internationally recognized information security framework), which is the foundation of our cybersecurity program.
Company leadership has defined the following objectives for information security: • Governance: Establish proper governance for the cybersecurity program. • Security Operations & Data Protection: Create a secure digital operating environment (apps, networks, systems, etc.) designed to protect critical data and to prevent business disruption. 21 • Response and Recovery: Develop and practice incident response, business continuity and disaster recovery processes to minimize the impact of a major incident. • Compliance & Effectiveness: Meet all compliance requirements and develop program metrics to ensure effectiveness.
Company leadership has defined the following objectives for information security: • Governance: Establish proper governance for the cybersecurity program. • Security Operations & Data Protection: Create a secure digital operating environment (apps, networks, systems, etc.) designed to protect critical data and to prevent business disruption. • Response and Recovery: Develop and practice incident response, business continuity and disaster recovery processes to minimize the impact of a major incident. • Compliance & Effectiveness: Meet all compliance requirements and develop program metrics to ensure effectiveness.
Item 1C. Cybersecurity Risk Management and Strategy One of our organization’s top priorities is protecting Cooper Standard’s digital assets, and we increasingly rely on data and digital transactions to operate efficiently and effectively. We take action to prevent potential impacts related to system outages, data breaches, cyber-attacks and other threats to avoid disruption to our daily operations.
Item 1C. Cybersecurity Risk Management and Strategy One of our top priorities is protecting Cooper Standard’s digital assets, and we increasingly rely on data and digital transactions to operate efficiently and effectively. We take action to prevent potential impacts related to system outages, data breaches, cyber-attacks and other threats to avoid disruption to our daily operations.
Based on the assessment results, we refresh the roadmap for our cybersecurity program, focusing on the highest-risk vulnerabilities first and monitoring for significant changes and emerging risks, continuously adjusting the roadmap as needed. Our cybersecurity program is built on a collection of fundamental security controls, focused on the overall protection of company and stakeholder data.
Based on the assessment 21 results, we refresh the roadmap for our cybersecurity program, focusing on the highest-risk vulnerabilities first and monitoring for significant changes and emerging risks, continuously adjusting the roadmap as needed. Our cybersecurity program is built on a collection of fundamental security controls, focused on the overall protection of company and stakeholder data.
We annually contract with a well-known third-party to conduct a comprehensive, enterprise-wide risk assessment. In addition to other mandates, this assessment evaluates Cooper Standard’s cybersecurity program from a risk perspective and assesses our IT controls for alignment with the ISO/IEC 27001:2022 information security framework.
In addition to other mandates, this assessment evaluates Cooper Standard’s cybersecurity program from a risk perspective and assesses our IT controls for alignment with the ISO/IEC 27001:2022 information security framework.
We review the security posture of each third-party prior to initiation of the relationship, and periodically throughout the relationship. We evaluate several aspects of information security, utilizing guidance from globally recognized frameworks (e.g., ISO 27000:2022).
We review the security posture of each third-party prior to initiation of the relationship, and periodically throughout the relationship. We evaluate several aspects of information security, utilizing guidance from globally recognized frameworks (e.g., ISO/IEC 27001:2022). In addition to these point-in-time reviews, we continuously monitor the security posture of critical third parties through a third-party service.
Added
In recent years, we have made advancements in this space by conducting a risk assessment carried out by an independent third-party and continued engagement with cyber advisory services as described further below. We annually contract with a well-known third-party to conduct a comprehensive, enterprise-wide risk assessment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table summarizes our key property holdings: Segment Type Total Facilities* Owned Facilities North America Manufacturing (a) 35 21 Other (b) 24 1 Europe Manufacturing (a) 21 12 Other (b) 17 2 Asia Pacific Manufacturing (a) 19 6 Other (b) 9 — South America Manufacturing (a) 3 1 (a) Includes multi-activity sites which are predominantly manufacturing.
Biggest changeThe following table summarizes our key property holdings by segment: Segment Type Total Facilities* Owned Facilities Sealing systems Manufacturing (a) 36 24 Other (b) 8 2 Fluid handling systems Manufacturing (a) 36 14 Other (b) 29 — Corporate and other Manufacturing (a) 3 1 Other (b) 12 — (a) Includes multi-activity sites which are predominantly manufacturing.
(b) Includes design, engineering, R&D, administrative and logistics locations. (*) Excludes 2 unutilized facilities: 1 in North America and 1 in Europe.
(b) Includes design, engineering, R&D, administrative and logistics locations. (*) Excludes 2 unutilized facilities in North America.
Properties As of December 31, 2023, our operations were conducted through 128 wholly-owned, leased and consolidated joint venture facilities in 21 countries ( North America : Canada, Costa Rica, Mexico, United States; Asia Pacific : China, India, Japan, South Korea, Thailand; Europe : Czech Republic, France, Germany, Italy, Netherlands, Poland, Romania, Serbia, Spain, Sweden, United Kingdom; South America : Brazil), of which 78 are predominantly manufacturing facilities and 50 have design, engineering, administrative or logistics designations.
Properties As of December 31, 2024, our operations were conducted through 124 wholly-owned, leased and consolidated joint venture facilities in 20 countries ( North America : Canada, Costa Rica, Mexico, United States; Asia Pacific : China, India, Japan, South Korea, Thailand; Europe : Czech Republic, France, Germany, Italy, Netherlands, Poland, Romania, Serbia, Spain, United Kingdom; South America : Brazil), of which 75 are predominantly manufacturing facilities and 49 have design, engineering, administrative or logistics designations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. See Note 20. “Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for discussion of loss contingencies.
Biggest changeItem 3. Legal Proceedings The litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. See Note 20. “Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for discussion of loss contingencies. Item 4. Mine Safety Disclosures Not applicable. 23 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCPS $100.00 $53.38 $55.81 $36.08 $14.58 $31.46 S&P 500 SPX $100.00 $128.63 $151.90 $194.80 $159.15 $200.92 S&P Supercomposite Auto Parts & Equipment Index S15AUTP $100.00 $130.84 $161.12 $197.29 $133.20 $141.72 * Represents last trading day of the year. Item 6. [Reserved] 25
Biggest changeCPS $100.00 $104.55 $67.58 $27.32 $58.93 $40.89 S&P 500 SPX $100.00 $116.05 $148.86 $121.65 $153.61 $191.50 S&P Supercomposite Auto Parts & Equipment Index S15AUTP $100.00 $121.71 $149.05 $100.64 $107.08 $85.01 * Represents last trading day of the year. Item 6. [Reserved] 25
As of December 31, 2023, we had approximately $98.7 million of repurchase authorization remaining. 24 Performance Graph The following graph and corresponding table compare the cumulative total stockholder return for Cooper-Standard Holdings Inc. to the Standard & Poor’s 500 Index and the Standard & Poor’s Supercomposite Auto Parts & Equipment Index based on currently available data.
As of December 31, 2024, we had approximately $98.7 million of repurchase authorization remaining. 24 Performance Graph The following graph and corresponding table compare the cumulative total stockholder return for Cooper-Standard Holdings Inc. to the Standard & Poor’s 500 Index and the Standard & Poor’s Supercomposite Auto Parts & Equipment Index based on currently available data.
The analysis assumes an initial investment of $100 on December 31, 2018 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2023. Comparison of Cumulative Return Ticker 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/30/2022* 12/29/2023* Cooper-Standard Holdings Inc.
The analysis assumes an initial investment of $100 on December 31, 2019 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2024. Comparison of Cumulative Return Ticker 12/31/2019 12/31/2020 12/31/2021 12/30/2022* 12/29/2023* 12/31/2024 Cooper-Standard Holdings Inc.
We did not repurchase any shares during the years ended December 31, 2023, 2022, or 2021 under the 2018 Program.
We did not repurchase any shares during the years ended December 31, 2024, 2023, or 2022 under the 2018 Program.
Additionally, our credit agreements governing our ABL Facility and our indentures governing our New Notes and 2026 Senior Notes contain covenants that, among other things, restrict our ability to pay certain dividends and distributions subject to certain qualifications and limitations. See “Liquidity and Capital Resources” under Item 7.
Additionally, our credit agreements governing our ABL Facility and our indentures governing our First Lien Notes, Third Lien Notes, and 2026 Senior Notes contain covenants that, among other things, restrict our ability to pay certain dividends and distributions subject to certain qualifications and limitations. See “Liquidity and Capital Resources” under Item 7.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock has been traded on the NYSE since October 17, 2013 under the symbol “CPS.” Holders of Common Stock As of February 9, 2024, there were approximately 6 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock has been traded on the NYSE since October 17, 2013 under the symbol “CPS.” Holders of Common Stock As of February 7, 2025, there were approximately 5 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+42 added−81 removed32 unchanged
Biggest changeThe following table summarizes the total amounts due in future periods under all debt agreements at nominal value, undiscounted finance lease commitments and other contractual obligations as of December 31, 2023: 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 (a) $ 1,134.1 $ 48.2 $ 42.6 $ 1,043.3 $ — Interest on debt obligations (b) 326.4 70.1 221.5 34.8 — Operating lease obligations 119.4 24.1 33.9 20.6 40.8 Finance lease obligations 28.2 3.7 7.1 6.1 11.3 Total $ 1,608.1 $ 146.1 $ 305.1 $ 1,104.8 $ 52.1 (a) Debt obligations include assumptions around interest paid in payment-in-kind as further described below.
Biggest changeExcept as otherwise disclosed, this table does not include information on our recurring purchase of materials for use in production because our raw materials purchase contracts typically do not require fixed or minimum quantities. 35 The following table summarizes the total amounts due in future periods under all debt agreements at nominal value, undiscounted finance lease commitments and other contractual obligations as of December 31, 2024: 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 $ 1,091.0 $ 39.8 $ 1,051.2 $ — $ — Interest on debt obligations 250.6 109.1 141.5 — — Operating lease obligations 112.9 24.5 33.0 23.0 32.3 Finance lease obligations 23.6 3.6 6.3 6.6 7.0 Total $ 1,478.1 $ 177.0 $ 1,232.0 $ 29.6 $ 39.3 In addition to our contractual obligations and commitments set forth in the table above, we have employment arrangements with certain key executives that provide for continuity of management.
Because of a growing emphasis on global vehicle platforms, automotive suppliers with a global manufacturing footprint capable of fully servicing customers around the world will typically have a competitive advantage over smaller, regional competitors. This dynamic is likely to result in further consolidation of competing suppliers within our industry over time.
Because of a growing emphasis on global vehicle platforms, automotive suppliers with a global manufacturing footprint capable of fully servicing customers around the world will typically 27 have a competitive advantage over smaller, regional competitors. This dynamic is likely to result in further consolidation of competing suppliers within our industry over time.
The projected profit margin assumptions included in the plans are based on the current cost structure and adjustments for anticipated cost reductions or increases. If different assumptions were used in these plans, the related cash flows used in measuring fair value could be different and impairment of goodwill might be recorded.
The projected profit margin assumptions included in the plans are based on the current cost structure and adjustments for anticipated cost reductions or increases. If different assumptions were used in these plans, the related cash flows 28 used in measuring fair value could be different and impairment of goodwill might be recorded.
Our long-range planning forecasts are based on our assessment of revenue growth rates generally based on industry specific data, external 28 vehicle build assumptions published by widely used external sources, and customer market share data based on known and targeted awards over a three-year period.
Our long-range planning forecasts are based on our assessment of revenue growth rates generally based on industry specific data, external vehicle build assumptions published by widely used external sources, and customer market share data based on known and targeted awards over a three-year period.
In addition to the above, other factors will present opportunities for automotive suppliers who are positioned to meet the demands of evolving automotive markets and operating environment, including autonomous and connected vehicles, evolving government regulation, and consumer preference for environmentally friendly products and technology, such as hybrid and electric vehicle (“EV”) architectures.
In addition to the above, other factors will present opportunities for automotive suppliers who are positioned to meet the demands of evolving automotive markets and operating environment, including autonomous and connected vehicles, government regulation, and consumer preferences for environmentally friendly products and technology, such as hybrid and electric vehicle (“EV”) architectures.
To develop our expected return on plan assets, we considered historical long-term asset return experience, the expected investment portfolio mix of plan assets and an estimate of long-term investment returns. Weighted average assumptions used to determine pension benefit obligations as of December 31, 2023 were as follows: U.S. Non-U.S.
To develop our expected return on plan assets, we considered historical long-term asset return experience, the expected investment portfolio mix of plan assets and an estimate of long-term investment returns. Weighted average assumptions used to determine pension benefit obligations as of December 31, 2024 were as follows: U.S. Non-U.S.
The tax expense in 2023 and 2022 differed from the statutory rate primarily due to incremental valuation allowances recorded on tax losses generated in the U.S. and certain foreign jurisdictions, the mix of income between the U.S. and foreign sources, tax credits and incentives, and other nonrecurring discrete items.
The tax expense in 2024 and 2023 differed from the statutory rate primarily due to incremental valuation allowances recorded on tax losses generated in the U.S. and certain foreign jurisdictions, the mix of income between the U.S. and foreign sources, tax credits and incentives, and other nonrecurring discrete items.
Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations, under our ABL Facility, depend on our future operating performance and cash flows and many factors outside of our control, including the costs of raw materials, the state of the overall automotive industry and financial and economic conditions, including work stoppages and the continued impact of public health events, and other factors.
Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations under our ABL Facility, depend on our future operating performance and cash flows and many factors outside of our control, including industry production levels, the costs of raw materials, the state of the overall automotive industry and financial and economic conditions, including work stoppages and the continued impact of public 34 health events, and other factors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended December 31, 2022 for discussion of the Results of Operations, Segment Results of Operations, and Liquidity and Capital Resources for the year ended December 31, 2022 compared to the year ended December 31, 2021, which is incorporated by reference herein.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended December 31, 2023 for discussion of the Results of Operations, Segment Results of Operations, and Liquidity and Capital Resources for the year ended December 31, 2023 compared to the year ended December 31, 2022, which is incorporated by reference herein.
These limitations include the following: 40 • 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, New Notes, and 2026 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.
These limitations include the following: • 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, First Lien Notes, Third Lien Notes, and 2026 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.
As of December 31, 2023, we had approximately $98.7 million of repurchase authorization under the 2018 Program. We did not make any repurchases under the 2018 Program during the years ended December 31, 2023, 2022 or 2021.
As of December 31, 2024, we had approximately $98.7 million of repurchase authorization under the 2018 Program. We did not make any repurchases under the 2018 Program during the years ended December 31, 2024, 2023 or 2022.
To develop the discount rate for each pension plan, the expected cash flows underlying the plan’s benefit obligations were discounted using a December 31, 2023 pension index to determine a single equivalent rate.
To develop the discount rate for each pension plan, the expected cash flows underlying the plan’s benefit obligations were discounted using a December 31, 2024 pension index to determine a single equivalent rate.
However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $6.3 million as of December 31, 2023 have been excluded from the contractual obligations table above.
However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $10.6 million as of December 31, 2024 have been excluded from the contractual obligations table above.
Suppliers are increasingly expected to collaborate on, or assume the product design and development of, key automotive components and to provide innovative solutions to meet evolving technologies aimed at improved emissions and fuel economy.
Suppliers are increasingly expected to collaborate on, or assume the product design and development of, key automotive components. This shift requires suppliers to provide innovative solutions to meet evolving technologies aimed at improved emissions and fuel economy.
Our sales and product development personnel frequently work directly with the OEMs’ engineering departments in the design and development of our various products.
Our sales and product development personnel frequently work directly with OEM engineering departments in the design and development of our various products.
Although each OEM may emphasize different requirements as the primary criteria for judging its suppliers, we believe success as an automotive supplier generally requires outstanding performance with respect to quality, price, service, launch performance, design and engineering capabilities, innovation, timely delivery, financial stability and an extensive global footprint.
Although each OEM may emphasize different requirements as the primary criteria for judging its suppliers, we believe success as an automotive supplier generally requires outstanding performance with respect to quality, price, service, new program launches, design and engineering capabilities, innovation, timely delivery, financial stability, an extensive global footprint, and sustainability.
Costs incurred on the sale of receivables were $2.2 million, $0.7 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts are recorded in other expense, net in the consolidated statements of operations.
Costs incurred on the sale of receivables were $2.9 million, $2.2 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. These amounts are recorded in other expense, net in the consolidated statements of operations.
Our minimum funding requirements after 2024 will depend on several factors, including the investment performance of our retirement plans and prevailing interest rates. Our funding obligations may also be affected by changes in applicable legal requirements. We also have payments due with respect to our postretirement benefit obligations. We do not prefund our postretirement benefit obligations.
Our minimum funding requirements after 2025 will depend on several factors, including the investment performance of our retirement plans and prevailing interest rates. Our funding obligations may also be affected by changes in applicable legal requirements. We also have payments due with respect to our postretirement benefit obligations.
These arrangements include payments of multiples of annual salary, certain incentives and continuation of benefits upon the occurrence of specified events in a manner 39 believed to be consistent with comparable companies. As of December 31, 2023, the Company had additional operating leases, primarily for real estate, that have not yet commenced with undiscounted lease payments of approximately $1.2 million.
These arrangements include payments of multiples of annual salary, certain incentives and continuation of benefits upon the occurrence of specified events in a manner believed to be consistent with comparable companies. As of December 31, 2024, the Company had additional operating leases, primarily for real estate, that have not yet commenced with undiscounted lease payments of approximately $4.0 million.
Health care cost trend rate 6.50% 5.00% Ultimate health care cost trend rate 4.50% 5.00% Year that the rate reaches the ultimate trend rate 2031 N/A Aggregate other postretirement net periodic benefit income is forecasted to be approximately $1.3 million in 2024.
Health care cost trend rate 6.21% 5.00% Ultimate health care cost trend rate 4.50% 5.00% Year that the rate reaches the ultimate trend rate 2031 N/A Aggregate other postretirement net periodic benefit income is forecasted to be approximately $1.0 million in 2025.
We continue to actively preserve cash and enhance liquidity, including decreasing our capital expenditures as a percent of sales. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise.
We continue to actively preserve cash and enhance liquidity, including proactively managing our capital expenditures. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise.
OEMs have shifted some research and development, design and testing responsibility to suppliers, while at the same time shortening new product cycle times. To remain competitive, suppliers must have state-of-the-art engineering and design capabilities and must be able to continuously improve their engineering, design and manufacturing processes to effectively service the customer.
OEMs have shifted some research and development, design and testing responsibility to suppliers, while simultaneously shortening new product cycle times. To remain competitive, suppliers must have state-of-the-art engineering and design capabilities and continuously improve their engineering, design and manufacturing processes to effectively service the customer.
Gain on sale of businesses, net for the year ended December 31, 2023 was $0.6 million, due to the net effect of our 2023 divestitures, which included the sale of our European technical rubber products business and the sale of our entire controlling equity interest of a joint venture in the Asia Pacific region.
Gain on sale of businesses, net for the year ended December 31, 2023 was $0.6 million, resulting from the net effect of our 2023 divestitures, which included the sale of our European technical rubber products business and the sale of our entire controlling equity interest of a joint venture in the Asia Pacific region. See Note 4.
Loss on refinancing and extinguishment of debt for the year ended December 31, 2023 was $81.9 million, which resulted from certain fees and the partial write off of new and unamortized debt issuance costs and unamortized original issue discount related to the Refinancing Transactions (as further described in Liquidity and Capital Resources). Pension Settlement and Curtailment Charges.
Loss on refinancing and extinguishment of debt for the year ended December 31, 2023 was $81.9 million, which resulted from certain fees and the partial write off of new and unamortized debt issuance costs and unamortized original issue discount related to refinancing transactions that occurred in 2023. Pension Settlement and Curtailment Charges.
Business conditions may vary significantly from period to period or region to region. In 2022, global automotive production was negatively impacted by broad supply chain challenges, labor market disruptions and other lingering impacts of the COVID-19 pandemic. In 2023, light vehicle production showed resilience and strong growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels.
In 2022, global automotive production was negatively impacted by broad supply chain challenges, labor market disruptions and other lingering impacts of the COVID-19 pandemic. In 2023, light vehicle production showed resilience and strong growth, supported by 26 sustained consumer demand and OEM efforts to replenish depleted inventory levels.
Selling, administration and engineering expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the year ended December 31, 2023 were $215.7 million, or 7.7% of sales, compared to $199.5 million, or 7.9% of sales, for the year ended December 31, 2022.
Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the year ended December 31, 2024 were $207.6 million, or 7.6% of sales, compared to $215.7 million, or 7.7% of sales, for the year ended December 31, 2023.
Off-Balance Sheet Arrangements As a part of our working capital management, we sell accounts receivable from certain European customers through a third-party financial institution in off-balance sheet arrangements. The amount sold varies each month based on the amount of underlying receivables and cash flow needs.
The change was primarily due to refinancing transactions that occurred in 2023. Off-Balance Sheet Arrangements As a part of our working capital management, we sell accounts receivable from certain European customers through a third-party financial institution in off-balance sheet arrangements. The amount sold varies each month based on the amount of underlying receivables and cash flow needs.
These are permitted transactions under the credit agreements governing the ABL Facility and the indentures governing the New Notes and the 2026 Senior Notes.
These are permitted transactions under the credit agreements governing the ABL Facility and the indentures governing the First Lien Notes, Third Lien Notes, and 2026 Senior Notes.
Excluded from the contractual obligations table above are open purchase orders as of December 31, 2023 for raw materials, supplies and capital expenditures in the normal course of business, supply contracts with customers, distribution agreements, joint venture agreements and other contracts without express funding requirements. Other Matters In the third quarter of 2023, we designated Liveline Technologies, Inc.
Excluded from the contractual obligations table above are open purchase orders as of December 31, 2024 for raw materials, supplies and capital expenditures in the normal course of business, supply contracts with customers, distribution agreements, joint venture agreements and other contracts without express funding requirements.
Income tax expense for the year ended December 31, 2023 was $8.9 million on losses before taxes of $194.4 million. This compared to an income tax of $17.3 million on losses before taxes of $200.5 million for the year ended December 31, 2022.
Income Tax (Benefit) Expense. Income tax benefit for the year ended December 31, 2024 was $23.3 million on losses before taxes of $101.5 million. This compared to an income tax expense of $8.9 million on losses before taxes of $194.4 million for the year ended December 31, 2023.
As of December 31, 2023 and 2022, we had $47.9 million and $52.5 million, respectively, of receivables outstanding under receivable transfer agreements entered into by various locations. For the years ended December 31, 2023 and 2022, total accounts receivable factored were $420.1 million and $355.3 million, respectively.
As of December 31, 2024 and 2023, we had $53.4 million and $47.9 million, respectively, of receivables outstanding under receivable transfer agreements entered into by various locations. For the years ended December 31, 2024 and 2023, total accounts receivable factored were $497.4 million and $420.1 million, respectively.
We utilize intercompany loans and equity contributions to fund our worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 10. “Debt and Other Financing” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
We utilize intercompany loans and equity contributions to fund our worldwide operations. However, certain country-specific regulations may impose restrictions or result in increased costs when repatriating funds. See Note 10. “Debt and Other Financing” to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
Net cash used in investing activities was $65.0 million for the year ended December 31, 2023, compared to net cash used in investing activities of $17.9 million for the year ended December 31, 2022.
Net cash used in investing activities was $45.1 million for the year ended December 31, 2024, compared to net cash used in investing activities of $65.0 million for the year ended December 31, 2023.
Rather, payments are made as costs are incurred by covered retirees. We expect net other postretirement benefit payments to be approximately $2.1 million in 2024. We may be required to make significant cash outlays due to our unrecognized tax benefits.
Unlike our pension obligations, we do not prefund our postretirement benefit obligations; instead, payments are made as costs are incurred by covered retirees. We expect net other postretirement benefit payments to be approximately $2.1 million in 2025. We may be required to make significant cash outlays due to our unrecognized tax benefits.
Non-cash pension settlement charges of $16.0 million for the year ended December 31, 2023 primarily related to lump sum payments paid to eligible participants from plan assets as part of the approved termination of a U.S. pension plan.
Non-cash settlement charges of $16.0 million for the year ended December 31, 2023 primarily related to lump sum payments paid to eligible participants from plan assets as part of the approved termination of the aforementioned U.S. pension plan. See Note 12. “Pensions” to the consolidated financial statements included in Item 8.
GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP.
“Financial Statements and Supplementary Data” of this Report for additional information. Income Taxes. In determining the provision for income taxes for financial statement purposes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities.
In determining the provision for income taxes for financial statement purposes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate the carrying value of our deferred tax assets on a quarterly basis.
GAAP: Year Ended December 31, 2023 2022 2021 (Dollar amounts in thousands) Net loss attributable to Cooper-Standard Holdings Inc. $ (201,985) $ (215,384) $ (322,835) Income tax expense 8,933 17,291 39,392 Interest expense, net of interest income 130,077 78,514 72,511 Depreciation and amortization 109,931 122,476 139,008 EBITDA $ 46,956 $ 2,897 $ (71,924) Restructuring charges 18,018 18,304 36,950 Deconsolidation of joint venture (1) — 2,257 — Impairment charges (2) 4,768 43,710 25,609 Gain on sale of businesses, net (3) (586) — (696) Gain on sale of fixed assets, net (4) — (33,391) — Lease termination costs (5) — — 748 Indirect tax adjustments (6) — 1,409 — Loss on refinancing and extinguishment of debt (7) 81,885 — — Pension settlement and curtailment charges (8) 16,035 2,682 1,279 Adjusted EBITDA $ 167,076 $ 37,868 $ (8,034) (1) Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value.
GAAP: Year Ended December 31, 2024 2023 2022 (Dollar amounts in thousands) Net loss attributable to Cooper-Standard Holdings Inc. $ (78,746) $ (201,985) $ (215,384) Income tax (benefit) expense (23,348) 8,933 17,291 Interest expense, net of interest income 115,639 130,077 78,514 Depreciation and amortization 103,565 109,931 122,476 EBITDA $ 117,110 $ 46,956 $ 2,897 Restructuring charges 23,601 18,018 18,304 Deconsolidation of joint venture (1) — — 2,257 Impairment charges (2) 713 4,768 43,710 Gain on sale of businesses, net (3) (1,971) (586) — Gain on sale of buildings and land, net (4) (3,317) — (33,391) Indirect tax adjustments (5) — — 1,409 Loss on refinancing and extinguishment of debt (6) — 81,885 — Pension settlement and curtailment charges (7) 44,553 16,035 2,682 Adjusted EBITDA $ 180,689 $ 167,076 $ 37,868 (1) Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value.
EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S.
GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity.
Sales Year Ended December 31, Variance Due To: 2023 2022 Change Volume / Mix* Foreign Exchange Divestitures (Dollar amounts in thousands) Total sales $ 2,815,879 $ 2,525,391 $ 290,488 $ 315,220 $ (4,644) $ (20,088) * Net of customer price adjustments, including recoveries and the impact of work stoppages initiated by certain labor unions in North America in 2023.
Sales Year Ended December 31, Variance Due To: 2024 2023 Change Volume / Mix* Foreign Exchange Divestitures (Dollar amounts in thousands) Total sales $ 2,730,893 $ 2,815,879 $ (84,986) $ (31,802) $ (20,642) $ (32,542) * Net of customer price adjustments, including recoveries and the impact of work stoppages initiated by certain labor unions in North America in 2023.
Because of our significant international operations, we are subject to the risks associated with doing business in other countries, such as currency volatility, high interest and inflation rates, and the general political and economic risk that are associated with some of these markets. 26 Recent Trends and Conditions General Economic Conditions and Outlook The global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle demand and production.
Because of our significant international operations, we are subject to the risks associated with doing business in other countries, such as currency volatility, high interest and inflation rates, and the general political and economic risk that are associated with some of these markets.
As a percentage of sales, gross profit was 10.3% and 5.1% for the years ended December 31, 2023 and 2022, respectively.
Gross profit for the year ended December 31, 2024 increased 4.2% compared to the year ended December 31, 2023. As a percentage of sales, gross profit was 11.1% and 10.3% for the years ended December 31, 2024 and December 31, 2023, respectively.
Liveline will look to Cooper Standard for necessary funding until it is able to sustain itself through sales of its products and services. Non-GAAP Financial Measures In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance.
As of December 31, 2024 and 2023, Liveline had less than $0.5 million and less than $0.1 million of gross assets, respectively, and will rely on Cooper Standard for necessary funding until it is able to sustain itself through sales of its products and services. 36 Non-GAAP Financial Measures In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance.
We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.
We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance.
(2) Non-cash impairment charges in 2023 related to certain assets in Europe and Asia Pacific. Non-cash impairment charges in 2022 related to operating performance and idle assets in certain locations in North America, Europe and Asia Pacific. Impairment charges in 2021 related to fixed assets and goodwill. (3) Gain on sale of businesses related to divestitures in 2023.
(2) Non-cash impairment charges in 2024 related to idle assets in certain locations in Asia Pacific. Non-cash impairment charges in 2023 related to certain assets in Europe and Asia Pacific. Non-cash impairment charges in 2022 related to operating performance and idle assets in certain locations in North America, Europe and Asia Pacific.
(8) Non-cash net pension settlement and curtailment charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans. Recent Accounting Pronouncements 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. 41
(6) Loss on refinancing and extinguishment of debt related to refinancing transactions in 2023. (7) Non-cash net pension settlement and curtailment charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans. Recent Accounting Pronouncements See Note 3. “New Accounting Pronouncements” to the consolidated financial statements included in Item 8.
Accordingly, sales of our products are directly affected by the annual vehicle production of OEMs and, in particular, the production levels of the vehicles for which we provide specific parts. Most of our products are custom designed and engineered for a specific vehicle platform.
The remaining 14% of our sales were primarily to Tier I and Tier II suppliers and non-automotive manufacturers. Accordingly, sales of our products are directly affected by the annual vehicle production of OEMs, particularly the production levels of the vehicles for which we provide specific parts. Most of our products are custom designed and engineered for a specific vehicle platform.
These pricing and market pressures will continue to drive our focus on reducing our overall cost structure through continuous improvement initiatives, capital redeployment, restructuring and other cost management processes.
These pricing and market pressures will continue to drive our focus on reducing our overall cost structure through continuous improvement initiatives, capital redeployment, restructuring and other cost management processes. In response to ongoing inflationary cost pressures, we have implemented aggressive lean and cost optimization initiatives to help mitigate their impact.
Health care cost trend rate assumptions used to determine the postretirement benefit obligations as of December 31, 2023 were as follows: U.S. Non-U.S.
Health care cost trend rates are assumed to reflect market trend, actual experience and future expectations. Health care cost trend rate assumptions used to determine the postretirement benefit obligations as of December 31, 2024 were as follows: U.S. Non-U.S.
Rather, payments are made as costs are incurred by covered retirees. We expect net other postretirement benefit payments to be approximately $2.1 million in 2024. Historical Periods Refer to Part II - Item 7.
We expect net other postretirement benefit payments to be approximately $2.1 million in 2025. 30 Historical Periods Refer to Part II - Item 7.
Impairment Charges. Non-cash asset impairment charges of $4.8 million and $43.7 million for the years ended December 31, 2023 and 2022, respectively, related to property, plant and equipment impairment charges. Restructuring Charges . Restructuring charges for the year ended December 31, 2023 decreased $0.3 million compared to the year ended December 31, 2022.
“Financial Statements and Supplementary Data” of this Report for additional information. Impairment Charges. Non-cash asset impairment charges of $0.7 million and $4.8 million for the years ended December 31, 2024 and December 31, 2023, respectively, related to property, plant and equipment impairment charges. Restructuring Charges .
The sensitivity of our pension cost and obligations to changes in key assumptions, holding all other assumptions constant, is as follows: Change in assumption Impact on 2024 net periodic benefit cost Impact on PBO as of December 31, 2023 1% increase in discount rate - $8.1 million - $26.1 million 1% decrease in discount rate + $12.2 million + $31.2 million 1% increase in expected return on plan assets - $0.7 million - 1% decrease in expected return on plan assets + $0.7 million - Excluding the impact of any future potential settlement charges associated with the termination of a certain U.S. pension plan (which the Company estimates will range from $50 million to $60 million), aggregate pension net periodic benefit cost is forecasted to be approximately $7.4 million in 2024.
The sensitivity of our pension cost and obligations to changes in key assumptions, holding all other assumptions constant, is as follows: Change in assumption Impact on 2025 net periodic benefit cost Impact on PBO as of December 31, 2024 1% increase in discount rate - $0.4 million - $12.0 million 1% decrease in discount rate + $0.1 million + $14.5 million 1% increase in expected return on plan assets - $0.3 million - 1% decrease in expected return on plan assets + $0.3 million - Aggregate pension net periodic benefit cost is forecasted to be approximately $6.7 million in 2025.
Other expense, net for the year ended December 31, 2023 increased $10.2 million compared to the year ended December 31, 2022, primarily due to the unfavorable impact of foreign currency exchange and increased net periodic benefit cost other than service cost, partially offset by a loss on deconsolidation of a joint venture in the prior year period. Income Tax Expense.
“Financial Statements and Supplementary Data” of this Report for additional information. Other Expense, Net. Other expense, net for the year ended December 31, 2024 increased $2.2 million compared to the year ended December 31, 2023, primarily due to the unfavorable impact of foreign currency exchange, partially offset by a decrease in periodic benefit cost other than service cost.
Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. These policies require the most difficult, subjective or complex judgments that management makes in the preparation of the financial statements and accompanying notes.
These policies require the most difficult, subjective or complex judgments that management makes in the preparation of the financial statements and accompanying notes.
In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.
In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation.
This resilience and growth was despite continued uncertainty in the global economy created by continued inflation, rising interest rates and increased geopolitical tension in key regions of the world. In 2024, we expect production growth will moderate as inventory levels normalize, interest rates remain relatively high, and the geopolitical tensions driving global economic uncertainty persist.
This resilience and growth was despite continued uncertainty in the global economy created by continued inflation, rising interest rates and increased geopolitical tension in key regions of the world. In 2024, light vehicle production slowed modestly due to rising inventory levels, relatively high interest rates and affordability concerns, and sustained geopolitical tensions throughout the world.
Our net pension and postretirement benefit costs (income), which included non-cash net pension settlement losses of $16.0 million, were approximately $26.1 million and $(0.7) million, respectively, for the year ended December 31, 2023.
Our net pension and postretirement benefit costs (income), which included a net one-time, non-cash pension settlement charge of $44.6 million ($46.0 million net of tax), were approximately $51.8 million and $(1.4) million, respectively, for the year ended December 31, 2024.
Note that the settlement charge primarily resulted from the approved termination of a certain U.S. pension plan and the resulting partial settlement of that plan through lump sum payments to eligible plan participants. See Note 12. “Pension” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
Note that the pension settlement charge resulted from the termination of a certain U.S. pension plan and the related accelerated recognition of accumulated actuarial losses included within AOCI in our consolidated balance sheets. See Note 12. “Pensions” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
Discount rate 4.70% 4.00% Rate of compensation increase N/A ( * ) 3.20% Cash balance interest credit rate 2.41% N/A Weighted average assumptions used to determine net periodic benefit costs for the year ended December 31, 2023 were as follows: U.S. Non-U.S.
Discount rate 5.50% 4.21% Rate of compensation increase N/A ( * ) 3.14% * As the U.S. plans are frozen, the rate of compensation increase is not applicable. Weighted average assumptions used to determine net periodic benefit costs for the year ended December 31, 2024 were as follows: U.S. Non-U.S.
Cash Flows Operating Activities. Net cash provided by operating activities was $117.3 million for the year ended December 31, 2023, compared to net cash used in operating activities of $36.2 million for the year ended December 31, 2022.
Cash Flows Operating Activities. Net cash provided by operating activities was $76.4 million for the year ended December 31, 2024, compared to net cash provided by operating activities of $117.3 million for the year ended December 31, 2023. The net change was primarily due to changes in net working capital balances. Investing Activities .
Light vehicle production in certain regions for 2023 and 2022, as well as projections for 2024, are provided in the following table: (in millions of units) 2024 (1) 2023 (1) 2022 (1) Projected % Change 2023-2024 % Change 2022-2023 North America 15.8 15.6 14.3 1.1% 9.5% Europe 17.4 17.8 15.8 (2.0)% 12.5% Asia Pacific 51.1 51.4 47.2 (0.6)% 9.0% Greater China 28.9 28.9 26.4 —% 9.4% South America 3.0 2.9 2.8 3.0% 3.1% (1) Production data based on S&P Global, January 2024. 27 Industry Overview Competition in the automotive supplier industry is intense and has increased in recent years as OEMs have demonstrated a preference for stronger relationships with fewer suppliers.
Light vehicle production in certain regions for 2024 and 2023, as well as projections for 2025, are provided in the following table: (in millions of units) 2025 (1) 2024 (1) 2023 (1) Projected % Change 2024-2025 % Change 2023-2024 North America 15.1 15.5 15.7 (2.2)% (1.4)% Europe 16.6 17.1 18.0 (3.0)% (4.7)% Asia Pacific 52.0 51.7 51.6 0.6% 0.1% Greater China 30.2 30.1 29.0 0.3% 3.8% South America 3.1 3.0 2.9 5.5% 1.7% (1) Production data based on S&P Global, January 2025.
The increase was primarily due to higher compensation-related costs, partially offset by salaried headcount initiative savings and foreign exchange. Gain on Sale of Businesses, Net.
The decrease as a percentage of sales was primarily due to lower compensation-related costs driven by savings from our restructuring initiative, partially offset by foreign exchange. Gain on Sale of Businesses, Net.
Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in Note 2. “Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report.
“Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates.
Goodwill is tested for impairment by reporting unit as of October 1 of each year or more frequently if events or circumstances indicate that an impairment may exist. For our goodwill analysis, fair value is based on the cash flows projected in the reporting units’ strategic plans and long-range planning forecasts, discounted at a risk-adjusted rate of return.
For a quantitative goodwill analysis, fair value is based on the cash flows projected in the reporting units’ strategic plans and long-range planning forecasts, discounted at a risk-adjusted rate of return.
An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value of machinery and equipment is based upon either estimated salvage value or estimated orderly liquidation value. Fair value of leased buildings is based on a discounted cash flow approach.
Fair value of machinery and equipment is based upon either estimated salvage value or estimated orderly liquidation value. Fair value of leased buildings is based on a discounted cash flow approach. Fair value of owned buildings is based on a sales comparison approach or cost approach.
The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net loss, which is the most comparable financial measure in accordance with U.S.
Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items. 37 The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net loss, which is the most comparable financial measure in accordance with U.S.
We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items. 33 The following tables presents sales and segment adjusted EBITDA for each of the reportable segments.
The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determines the resources to be allocated to the segments. We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items.
Sales for the year ended December 31, 2023 increased 11.5%, compared to the year ended December 31, 2022.
Sales for the year ended December 31, 2024 decreased 3.0%, compared to the year ended December 31, 2023.
We also have funding requirements with respect to our pension obligations. We expect to make cash contributions to our U.S. and foreign pension plans of approximately $10.0 million and $0.4 million, respectively, in 2024. The expected cash contributions to the Company’s U.S. pension plans primarily relates to the expected termination of a certain U.S. pension plan.
We also have funding requirements with respect to our pension obligations. We do not expect to make cash contributions to our U.S. supplemental employee retirement plan in 2025, but we do expect to make cash contributions of $0.4 million to our foreign pension plans in 2025.
Discount rate 4.55% 4.45% Expected return on plan assets 4.50% 3.84% Rate of compensation increase N/A ( * ) 3.01% * As the U.S. plans are frozen, the rate of compensation increase was not applicable.
Discount rate 5.10% 4.00% Expected return on plan assets N/A ( * ) 4.07% Rate of compensation increase N/A ( ** ) 3.20% * There were no U.S. plan assets as of December 31, 2024, therefore the expected return on plan assets is not applicable. ** As the U.S. plans are frozen, the rate of compensation increase is not applicable.
If impairment indicators exist, we analyze the undiscounted cash flows expected to be generated from the long-lived assets compared to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized.
“Financial Statements and Supplementary Data” of this Report for additional information. Long-Lived Assets . We monitor our long-lived assets for impairment indicators on an ongoing basis. If impairment indicators exist, we analyze the undiscounted cash flows expected to be generated from the long-lived asset group compared to the related net book values.
Results of Operations Year Ended December 31, Change 2023 2022 2023 vs. 2022 (Dollar amounts in thousands) Sales $ 2,815,879 $ 2,525,391 $ 290,488 Cost of products sold 2,525,103 2,395,600 129,503 Gross profit 290,776 129,791 160,985 Selling, administration & engineering expenses 215,741 199,455 16,286 Gain on sale of businesses, net (586) — (586) Gain on sale of fixed assets, net — (33,391) 33,391 Amortization of intangibles 6,804 6,715 89 Restructuring charges 18,018 18,304 (286) Impairment charges 4,768 43,710 (38,942) Operating profit (loss) 46,031 (105,002) 151,033 Interest expense, net of interest income (130,077) (78,514) (51,563) Equity in earnings (losses) of affiliates 3,281 (8,817) 12,098 Loss on refinancing and extinguishment of debt (81,885) — (81,885) Pension settlement and curtailment charges (16,035) (2,682) (13,353) Other expense, net (15,698) (5,485) (10,213) Loss before income taxes (194,383) (200,500) 6,117 Income tax expense 8,933 17,291 (8,358) Net loss (203,316) (217,791) 14,475 Net loss attributable to noncontrolling interests 1,331 2,407 (1,076) Net loss attributable to Cooper-Standard Holdings Inc. $ (201,985) $ (215,384) $ 13,399 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022.
Results of Operations Year Ended December 31, Change 2024 2023 2024 vs. 2023 (Dollar amounts in thousands) Sales $ 2,730,893 $ 2,815,879 $ (84,986) Cost of products sold 2,427,978 2,525,103 (97,125) Gross profit 302,915 290,776 12,139 Selling, administration & engineering expenses 207,553 215,741 (8,188) Gain on sale of businesses, net (1,971) (586) (1,385) Gain on sale of buildings and land, net (3,317) — (3,317) Amortization of intangibles 6,512 6,804 (292) Restructuring charges 23,601 18,018 5,583 Impairment charges 713 4,768 (4,055) Operating income 69,824 46,031 23,793 Interest expense, net of interest income (115,639) (130,077) 14,438 Equity in earnings of affiliates 6,828 3,281 3,547 Loss on refinancing and extinguishment of debt — (81,885) 81,885 Pension settlement and curtailment charges (44,553) (16,035) (28,517) Other expense, net (17,938) (15,698) (2,241) Loss before income taxes (101,478) (194,383) 92,905 Income tax (benefit) expense (23,348) 8,933 (32,281) Net loss (78,130) (203,316) 125,186 Net (income) loss attributable to noncontrolling interests (616) 1,331 (1,947) Net loss attributable to Cooper-Standard Holdings Inc. $ (78,746) $ (201,985) $ 123,239 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023.
Cost of products sold is primarily comprised of materials, labor, manufacturing overhead, freight, depreciation, warranty costs and other direct operating expenses. Cost of products sold for the year ended December 31, 2023 increased $129.5 million, or 5.4%, compared to the year ended December 31, 2022.
Cost of products sold is primarily comprised of materials, labor, manufacturing overhead, freight, depreciation, and other direct operating expenses. Among these, materials represent the largest component, accounting for approximately 51% of total cost of products sold for each of the years ended December 31, 2024 and December 31, 2023.
Non-cash settlement and curtailment charges of $2.7 million for the year ended December 31, 2022 primarily related to a curtailment regarding the approved termination of the aforementioned U.S. pension plan and settlements related to our non-U.S. pension plans. See Note 12. “Pension” to the consolidated financial statements included in Item 8.
Non-cash settlement and curtailment charges of $44.6 million for the year ended December 31, 2024 primarily related to the termination of a certain U.S. pension plan.
“Goodwill and Intangible Assets” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. Long-Lived Assets . We monitor our long-lived assets for impairment indicators on an ongoing basis.
“Divestitures and Deconsolidation” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. Gain on Sale of Buildings and Land, Net.
References in this Annual Report on Form 10-K (the “Report”) to “we”, “our”, or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries. Executive Overview Our Business We design, manufacture and sell sealing and fluid handling (consisting of fuel and brake and fluid transfer) systems for use in passenger vehicles and light trucks manufactured by global OEMs.
References in this Annual Report on Form 10-K (the “Report”) to “we”, “our”, or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.
We evaluate the carrying value of our deferred tax assets on a quarterly basis. In completing this evaluation, we consider all available positive and negative evidence.
In completing this evaluation, we consider all available positive and negative evidence.
Gross Profit Year Ended December 31, Variance Due To: 2023 2022 Change Volume / Mix* Foreign Exchange Cost (Decreases) / Increases** (Dollar amounts in thousands) Cost of products sold $ 2,525,103 $ 2,395,600 $ 129,503 $ 144,071 $ 6,278 $ (20,846) Gross profit 290,776 129,791 160,985 171,149 (10,922) 758 Gross profit percentage of sales 10.3 % 5.1 % * Net of customer price adjustments, including recoveries and the impact of work stoppages initiated by certain labor unions in North America in 2023. ** Net of divestitures.
The decrease in sales was driven by unfavorable volume and mix, net of customer price adjustments including recoveries, the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, and the negative impact of foreign exchange. 31 Gross Profit Year Ended December 31, Variance Due To: 2024 2023 Change Volume / Mix* Foreign Exchange Cost (Decreases) / Increases** (Dollar amounts in thousands) Cost of products sold $ 2,427,978 $ 2,525,103 $ (97,125) $ (7,302) $ 15,760 $ (105,583) Gross profit 302,915 290,776 12,139 (24,500) (36,402) 73,041 Gross profit percentage of sales 11.1 % 10.3 % * Net of customer price adjustments, including recoveries and the impact of work stoppages initiated by certain labor unions in North America in 2023. ** Net of divestitures and restructuring savings.
As a result, economists at the IMF are now estimating the Brazilian economy will grow 1.7 percent in 2024. Production Levels Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America which have been adversely affected by a series of significant events in recent years.
In view of this uncertain and volatile landscape, economists at the IMF are expecting the growth rate of the Brazilian economy to slow modestly to 2.2 percent in 2025. Production Levels Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America.
Lagged effects of interest rate increases and expected slow down of government spending are expected to contribute to modestly slower economic growth in in the coming year. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 2.1 percent, 1.4 percent and 2.7 percent, respectively, in 2024.
Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 2.7 percent, 2.0 percent and 1.4 percent, respectively, in 2025. In Europe, lower inflation and more stable energy costs are contributing to stronger household consumption.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeRaw material, energy and commodity costs have been extremely volatile over the past several years. We did not enter into any commodity derivative instruments in 2023 or 2022. We will continue to evaluate, and may use, derivative financial instruments to manage our exposure to raw material, energy and commodity price fluctuations in the future. 42
Biggest changeRaw material, energy and commodity costs have been extremely volatile over the past several years, though global commodity markets have stabilized to a large degree in 2024. We did not enter into any commodity derivative instruments in 2024 or 2023.
We do not enter into derivative instruments for trading or speculative purposes. See Item 8. “Financial Statements and Supplementary Data,” specifically Note 11. “Fair Value Measurements and Financial Instruments” to the consolidated financial statements. Foreign Currency Exchange Rate Risk .
We do not enter into derivative instruments for trading or speculative purposes. See Item 8. “Financial Statements and Supplementary Data,” specifically Note 11. “Fair Value Measurements and Financial Instruments” to the consolidated financial statements. 38 Foreign Currency Exchange Rate Risk .
In addition to transactional exposures, our operating results are impacted by the translation of our foreign operating income into U.S. dollars. In 2023, net sales outside of the United States accounted for 78% of our consolidated net sales, although certain non-U.S. sales are U.S. dollar denominated. We do not enter into foreign exchange contracts to mitigate this exposure.
In addition to transactional exposures, our operating results are impacted by the translation of our foreign operating income into U.S. dollars. In 2024, net sales outside of the United States accounted for 78% of our consolidated net sales, although certain non-U.S. sales are U.S. dollar denominated. We do not enter into foreign exchange contracts to mitigate this exposure.
Dollar + $21.2 million + $21.4 million These estimates assume a parallel shift in all currency exchange rates and, as a result, may overstate the potential impact to earnings because currency exchange rates do not typically move all in the same direction.
Dollar + $12.9 million + $21.2 million These estimates assume a parallel shift in all currency exchange rates and, as a result, may overstate the potential impact to earnings because currency exchange rates do not typically move all in the same direction.
We use forward foreign exchange contracts to reduce the effect of fluctuations in foreign exchange rates on a portion of forecasted sales, material purchases and operating expenses. As of December 31, 2023, the notional amount of these contracts was $207.1 million.
We use forward foreign exchange contracts to reduce the effect of fluctuations in foreign exchange rates on a portion of forecasted sales, material purchases, operating expenses and certain assets and liabilities. As of December 31, 2024, the notional amount of these contracts was $188.1 million.
As of December 31, 2023, the fair value of the Company’s forward foreign exchange contracts was an asset of $0.3 million. The potential fair value of the forward foreign exchange contracts from a hypothetical 10% adverse or favorable movement in the foreign currency exchange rates in relation to the U.S.
As of December 31, 2024, the fair value of the Company’s forward foreign exchange contracts was a liability of $3.8 million. The potential fair value of the forward foreign exchange contracts from a hypothetical 10% adverse or favorable movement in the foreign currency exchange rates in relation to the U.S.
Dollar is as follows: December 31, 2023 December 31, 2022 10% strengthening of U.S. Dollar - $16.4 million - $1.6 million 10% weakening of U.S.
Dollar is as follows: December 31, 2024 December 31, 2023 10% strengthening of U.S. Dollar - $17.3 million - $16.4 million 10% weakening of U.S.
Interest Rates . The Company historically used interest rate swap contracts to create fixed interest payments on variable rate debt instruments in order to manage exposure to fluctuations in interest rates. We did not enter into any interest rate swap contracts in 2023 or 2022.
Interest Rates . The Company historically used interest rate swap contracts to create fixed interest payments on variable rate debt instruments in order to manage exposure to fluctuations in interest rates.
As of December 31, 2023, we did not have any outstanding debt at variable interest rates, and as of December 31, 2022, approximately 38.1% of our total debt was at variable interest rates. Commodity Prices . We have commodity price risk with respect to purchases of certain raw materials, including natural gas and carbon black.
As of December 31, 2024 and 2023, we did not have any outstanding debt at variable interest rates, and therefore did not enter into any interest rate swap contracts in 2024 or 2023. Commodity Prices . We have commodity price risk with respect to purchases of certain raw materials, including natural gas and carbon black.
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We will continue to evaluate, and may use, derivative financial instruments to manage our exposure to raw material, energy and commodity price fluctuations in the future. 39

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