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What changed in Cooper-Standard Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cooper-Standard Holdings Inc.'s 2024 and 2025 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 2025 report.

+279 added−272 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in Cooper-Standard Holdings Inc.'s 2025 10-K

279 paragraphs added · 272 removed · 225 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+16 added−12 removed38 unchanged
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.
Biggest changeTop 3 globally Products: – eCoFlow™ switch pump – Secondary air hoses – Heater/coolant hoses – Brake and clutch hoses – Quick connects (SAE and VDA) – Easy-Lock ® quick connect – Diesel particulate filter (DPF) lines – Ergo-Lock ® VDA quick connect – Charge air cooler ducts/assemblies – Ergo-Lock ® + VDA quick connect – Charged air cooling (air intake and discharge) – PlastiCool ® 2000 multi-layer tubing for glycol thermal management – Transmission oil cooling hoses – Plastic coolant hub – Multilayer tubing for glycol thermal management – TC3000 transmission oil cooling plastic tubing – PlastiCool ® 5000 high temperature MLT 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 systems 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 systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems).
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.
Given the trajectory and anticipated future growth of electric vehicles, Cooper Standard has developed innovations to provide lightweight plastic tubing with our PlastiCool ® 2000, smooth and convoluted mid-temperature multilayer tubing, and our next-generation Ergo-Lock ® and Ergo-Lock ® + VDA quick connectors for glycol thermal management needs.
Cooper Standard earned an Environment + Energy Leader Award in 2022 for our Fortrex™ chemistry platform, in addition to being named a General Motors Overdrive Award winner in the category of ‘Sustainability’ in 2021, a 2018 Automotive News PACE Award winner, and a 2018, 2019, and 2023 Society of Plastics Engineers Innovation Award finalist.
Cooper Standard earned an Environment + Energy Leader Award in 2022 for our Fortrex ® chemistry platform, in addition to being named a General Motors Overdrive Award winner in the ‘Sustainability’ category in 2021, a 2018 Automotive News PACE Award winner, and a 2018, 2019, and 2023 Society of Plastics Engineers Innovation Award finalist.
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.
Cooper Standard’s global alignment around these imperatives continues to drive further value in many areas of the business. 3 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.
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.
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 actively monitor the impact of our business and products. We prioritize our environmental management as a means of driving and sustaining excellence.
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.
The principal raw materials for our business include 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.
We have utilized joint ventures to enter and expand in geographic markets such as China, India and Thailand, to acquire new customers and to develop new technologies. When entering new geographic markets, teaming with a local partner can reduce capital investment by leveraging pre-existing infrastructure.
We have utilized joint ventures to enter and expand in geographic markets such as China, India and Thailand, to acquire new customers and to develop new technologies. When entering new geographic markets, teaming with a local partner can reduce capital investment by 7 leveraging pre-existing infrastructure.
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.
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 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 ® brake tube coating, a processing technology for brake lines that increases long-term durability through superior corrosion resistance; and Easy-Lock ® quick connect, a small package coolant and fuel vapor quick connect.
This Annual Report on Form 10-K also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.
This Annual Report on Form 10-K also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. 11
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.
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.
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.
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; the effects of the current U.S. government shutdown and its impact on our customers; 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; disruptions in our supply base or our customers’ 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.
“Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K (the “Report”). Market Data Certain market data and other statistical information used throughout this Annual Report on Form 10-K is based on data from independent firms such as S&P Global.
“Contingent Liabilities” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K (the “Report”). Market Data Certain market data and other statistical information used throughout this Annual Report on Form 10-K is based on data from independent firms such as S&P Global, among others.
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.
The Company also drives growth and diversification through its applied materials science offerings, which include the Fortrex™ chemistry platform that provides performance advantages 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.
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.
Since the 2004 acquisition, the Company has expanded and diversified its customer base through a combination of organic growth and strategic acquisitions. Our Industrial and Specialty Group (“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.
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.
Amounts spent on engineering, research and development, and program management were as follows: Year Amount Percentage of Sales (Dollar amounts in millions) 2025 $80.6 2.9% 2024 $82.8 3.0% 2023 $84.1 3.0% 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, 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.
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, 2025, we had approximately 22,000 employees, including 4,000 contingent workers.
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.
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, Toyota, Hyundai, Honda, and Rivian, among others. Our OEM customers in China include BYD, Geely, and Chery, among others.
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.
Cooper Standard is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “CPS.” The Company has approximately 22,000 employees, including 4,000 contingent workers, across 108 facilities in 20 countries.
We believe our culture of innovation is a key differentiator, allowing us to compete and succeed within our dynamic global markets. Supplies and Raw Materials Cooper Standard is committed to building strong relationships with our supply partners. We recognize the importance of engaging with suppliers to create value for our customers.
We believe our culture of innovation is a key differentiator, enabling us to compete and succeed within an increasingly dynamic global market. Supplies and Raw Materials Cooper Standard is committed to building and maintaining strong relationships with our supply partners. We recognize the importance of engaging with suppliers to create value for our customers.
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 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 65 manufacturing locations and 43 design, engineering, administrative and logistics locations. Approximately 86% of our sales in 2025 were to OEMs.
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.
Cooper Standard’s fluid handling products were also selected as the Society of Plastics Engineers 2022 Automotive Innovation Award winner in 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.
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.
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.
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 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, 2025: Country Name Products Ownership Percentage Thailand Nishikawa Tachaplalert Cooper Ltd. Sealing systems 20% India Polyrub Cooper Standard FTS Private Ltd.
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.
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.
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.
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.
Neither the information on our website nor the information on the SEC’s website is incorporated by reference into this Report unless expressly noted. 10 Forward-Looking Statements This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby.
Forward-Looking Statements This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby.
Securities and Exchange Commission (“SEC”). Our reports filed with the SEC also may be found on the SEC’s website at www.sec.gov. We may also use our website as a distribution channel of material company information.
Securities and Exchange Commission (“SEC”). Our reports filed with the SEC also may be found on the SEC’s website at www.sec.gov. We may also use our website as a 10 distribution channel of material company information. Neither the information on our website nor the information on the SEC’s website is incorporated by reference into this Report unless expressly noted.
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).
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). These products are produced and supplied globally to a broad range of customers in multiple markets.
We continue to embrace new ways of working, a growing international movement for civil rights, and our unwavering dedication to keeping our employees healthy and safe has only made them more critical to our success. We accomplish this by developing the capabilities of our employees through continuous learning and performance management processes.
We continue to embrace new ways of working, and our unwavering dedication to keeping our employees healthy and safe has only made them more critical to our success. We accomplish this by developing the capabilities of our employees through continuous learning and performance management processes. Additionally, building an internal talent pipeline supports the achievement of this priority.
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.
We believe that our culture and continued effort to provide our employees with growth opportunities contributes to retaining our strong talent. In addition, we aim to diversify our workforce because we recognize the value of engaging different opinions and backgrounds in a global company. We are committed to recruiting, developing and retaining a high-performing and diverse workforce.
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”).
The remaining 14% of our 2025 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. Our organizational structure primarily consists of global product-line focused business segments.
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.
In 2024, our Plastic Coolant Hub Technology was selected as a 2024 Automotive Innovation Award winner in the Powertrain category and our eCoFlow™ Switch Pump was named as a 2025 Automotive News PACE Pilot Award winner.
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).
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).
When obtaining or innovating materials for our products, we seek to sustainably source raw materials, increase the use of recycled content or recyclable material where feasible, decrease our use of hazardous chemicals where possible, and properly disclose restricted materials to customers and regulators.
These efforts also enable our customers to reduce their own environmental footprints. 8 When obtaining or innovating materials for our products, we seek to sustainably source raw materials, increase the use of recycled content or recyclable material where feasible, reduce the use of hazardous chemicals wherever possible, and ensure proper disclosure of restricted materials to customers and regulators.
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.
In 2025, our internal fill rate was approximately 74%. 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. For 2025, our combined voluntary and involuntary salaried employee turnover rate was approximately 12%.
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.
Our fluid handling systems products compete with TI Automotive, Akwel, Hutchinson, Chinaust, Sulian, Sanoh, SFC, Teklas, Tristone, and HSR&A, among others. Joint Ventures and Strategic Alliances Joint ventures represent an important part of our business, both operationally and strategically.
Sealing systems 20% India Polyrub Cooper Standard FTS Private Limited Fluid transfer systems 35% United States Nishikawa Cooper LLC Sealing systems 40% China Yantai Leading Solutions Auto Parts Co., Ltd.
Fluid transfer systems 35% United States Nishikawa Cooper LLC Sealing systems 40% China Yantai Leading Solutions Auto Parts Co., Ltd. Fuel and brake delivery systems 50% China Cooper Standard Sealing (Guangzhou) Co. Ltd.
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.
We are continuously cultivating innovative technologies based on materials expertise, process know-how, and application vision, which may drive future product direction. We have developed several significant technologies, especially related to advanced materials, processing and weight reduction.
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.
Our FlexiCore ® Thermoplastic Body Seal received the SAA Innovations in Lightweighting Award in 2024 and was named a 2025 Automotive News PACE Pilot finalist.
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.
In addition to these product lines, we also sell our core products into other adjacent markets.
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.
The following charts show the percentage of sales to our top customers for the years ended December 31, 2025, 2024 and 2023: Our other customers include OEMs such as BMW, Jaguar/Land Rover, Toyota, Hyundai, Honda, and Rivian, among others. Our OEM customers in China include BYD, Geely, and Chery, among others.
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.
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 Trustees and Philanthropic Committee.
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.
A global measurement for our diversity is women in the company and women in leadership. In 2025, women made up approximately 40% of our workforce. Of our leadership positions, defined as vice president positions and above, women held approximately 23% of such roles. 9 Safety remains a top priority and primary focus of management.
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.
We believe that our trademarks, including FlexiCore ® Thermoplastic Body Seal, eCoFlow™ switch pump, FlushSeal™ sealing systems, Gen III Posi-Lock ® quick connects, Easy-Lock ® quick connect, MagAlloy ® brake tube coating, Ergo-Lock ® + VDA quick connect, PlastiCool ® 2000 multi-layer tubing for glycol thermal management and Fortrex ® materials platform, help differentiate us and lead customers to seek our partnership.
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 2025, Cooper Standard was named to Newsweek’s list of America’s Most Responsible Companies for the seventh consecutive year and recognized on the USA Today America’s Best Climate Leaders 2025 list for the second consecutive year. Additionally, Nissan honored the Company for its sustainability and socially responsible practices as did EcoVadis.
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.
We purposefully apply sustainable principles in the design and production of our products, reducing the environmental impact from sourcing through end-of-life.
Fuel and brake delivery systems 50% China Shenya Sealing (Guangzhou) Company Limited Sealing and fluid transfer systems 51% Research and Development We have a dedicated team of technical and engineering resources for each product line, some of which are located at our customers’ facilities.
Sealing and fluid transfer systems 51% Research and Development We have a dedicated team of technical and engineering resources for each product line, some of which are located at our customers’ facilities. We utilize simulation, digital tools, best practices, standardization and track key process indicators to drive efficiency in execution with an emphasis on manufacturability and quality.
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.
We can provide up to 100% virtual testing of the products we produce. 4 We incorporate A.I. technologies across several aspects of our business where they provide measurable operational benefits. These include proprietary A.I.-based tools such as Formulink, which supports the development of polymer compounds, and virtual validation models that assist in evaluating product performance and reducing physical testing requirements.
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.
An emphasis on reducing workplace incidents helps Cooper Standard to maintain a safe workforce and continue to deliver world-class results for product quality. In 2025, our total incident rate (“TIR”) was 0.24, which represents an Occupational Safety and Health Administration measurement of recordable injuries x 200,000 / total hours worked.
We utilize simulation, digital tools, best practices, standardization and track key process indicators to drive efficiency in execution with an emphasis on manufacturability and quality. Our development teams work closely with our customers to design and deliver innovative solutions, unique for their applications.
Our development teams work closely with our customers to design and deliver innovative solutions, unique for their applications.
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.
Our strategy leverages enterprise resource planning (“ERP”) standardization, A.I.-assisted manufacturing, and smart factory principles to create a highly data-driven, automated, and efficient production environment. Through these initiatives, the Company has successfully utilized CSOS to achieve an average annual savings of approximately $40 million each of the past five years by enhancing operational efficiency.
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.
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. Community Involvement Supported by the Cooper Standard Foundation, our employees are highly engaged in their local communities.
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.
For more information on the Company’s community involvement, please visit our Corporate Responsibility Report located on the Cooper Standard website. Sustainability Cooper Standard integrates sustainability into its core business strategy to drive long-term value, maintain regulatory compliance and meet stakeholder expectations.
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.
Automotive production typically slows during July, August and during year-end holidays, and our quarterly results may reflect these seasonal patterns. However, broader economic conditions and shifts in consumer demand may influence or alter the industry's traditional seasonality. In recent years, global light vehicle production, inventory levels, and consumer demand experienced significant disruptions that diverged from historic norms.
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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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For the periods presented herein, our business was organized in two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. On an ongoing basis, we undertake restructuring, expansion and cost reduction initiatives to improve competitiveness.
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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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We furthered the expansion of our ISG business through the acquisition of Lauren Manufacturing and Lauren Plastics in 2018. 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.
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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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Standardization across all regions is particularly crucial to supporting customers’ global platforms that require the same design, quality and delivery standards worldwide. Cooper Standard is also implementing digital technologies across manufacturing, from core enterprise systems to advanced analytics and artificial intelligence (“A.I.”).
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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.
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We also utilize A.I. systems for automated process control in polymer extrusion and other continuous manufacturing processes to help reduce process variation, improve product quality, and enhance operational efficiency. To support the deployment of these technologies and evaluate potential commercial applications, the Company formed Liveline Technologies Inc. as a wholly-owned subsidiary.
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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.
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In addition, the Company applies automation and A.I. to internal productivity and decision‑support activities across various functions, including engineering, finance, manufacturing, purchasing, cybersecurity, and information technology operations. These agentic A.I. systems operate within the Company’s established governance and security frameworks for responsible A.I. use. Our innovations are receiving industry recognition.
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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.
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Cooper Standard’s A.I.-enhanced development cycle for polymer compound development was named a finalist for the 2019 Automotive News PACE Awards. In 2025, our quick connector with integrated temperature sensor was recognized as a 2025 Society of Plastics Engineers (SPE) Automotive Innovation Award finalist.
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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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This is our largest market and accounts for approximately 96% of our global sales. 5 Customers We are a leading supplier to numerous OEMs and are increasing our presence with major OEMs throughout the world.
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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.
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The percentage of sales by product line and other markets for the years ended December 31, 2025, 2024 and 2023 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.
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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.
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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) – Decorative trims – Obstacle Detection Sensor system – Frameless Systems FLUID HANDLING SYSTEMS Fuel and Brake Delivery Systems: Sense, deliver and control fluid and fluid vapors for fuel and brake systems.
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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.
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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 ® brake tube coating – Quick connectors – 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 and HVAC operation.
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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.
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Innovation, Materials, and Product Lifecycle The global transition toward a lower-carbon, more circular economy continues to shape our industry and the markets in which we operate. The international response to risks and opportunities of climate change is transforming our global economy. Our most significant opportunity to contribute is by reducing the environmental impact of our products and manufacturing processes.
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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.
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Cooper Standard has historically worked with customers to implement or expand index-based commercial agreements that have enabled us to partially mitigate the impact of volatile material markets. Seasonality Within the automotive industry, sales to OEMs are often lowest in the months preceding model changeovers or during planned assembly plant shutdowns.
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Prolonged supply chain challenges further constrained output, limiting automotive OEMs’ ability to rebuild inventory and respond to accumulated consumer demand. As supply chain pressures eased, production and inventory levels gradually returned to a more typical balance. Although overall production volumes remain below earlier historical levels, seasonality of automotive production has largely normalized.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks 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.
Biggest changeRisks inherent in our international operations include: • currency exchange rate fluctuations, currency controls and restrictions, and the ability to hedge currencies; • 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; • 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; • 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 • the current geopolitical uncertainty around the world, and the potential exposure to local political or social unrest resulting from acts of war, terrorism, or similar events.
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.
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.
In addition, while the use of index pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments, we potentially forego the benefits that might result from favorable fluctuations in price. Disruptions in the supply chain could have an adverse effect on our business, financial condition, results of operations and cash flows.
In addition, 12 while the use of index pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments, we potentially forego the benefits that might result from favorable fluctuations in price. Disruptions in the supply chain could have an adverse effect on our business, financial condition, results of operations and cash flows.
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.
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 13 devices.
Also, while we possess considerable historical warranty and recall data with respect to the products we currently produce, we do not have such data relating to new products, assembly programs or 13 technologies, including any new fuel and emissions technology and systems being brought into production, to allow us to accurately estimate future warranty or recall costs.
Also, while we possess considerable historical warranty and recall data with respect to the products we currently produce, we do not have such data relating to new products, assembly programs or technologies, including any new fuel and emissions technology and systems being brought into production, to allow us to accurately estimate future warranty or recall costs.
Additional risks include one or more partners failing to satisfy contractual obligations, a change in ownership of any of our partners and our limited ability to control our partners’ compliance with applicable laws, including the FCPA. Any such occurrences could adversely affect our financial condition, operating results, cash flow or reputation.
Additional risks include one or more 16 partners failing to satisfy contractual obligations, a change in ownership of any of our partners and our limited ability to control our partners’ compliance with applicable laws, including the FCPA. Any such occurrences could adversely affect our financial condition, operating results, cash flow or reputation.
If we are 11 unsuccessful in negotiating pricing adjustments with our customers to raise the prices of our products sufficiently to keep up with the rate of inflation, our profit margins and cash flows may be adversely affected. Increases in the costs, or reduced availability, of raw materials and manufactured components may adversely affect our profitability.
If we are unsuccessful in negotiating pricing adjustments with our customers to raise the prices of our products sufficiently to keep up with the rate of inflation, our profit margins and cash flows may be adversely affected. Increases in the costs, or reduced availability, of raw materials and manufactured components may adversely affect our profitability.
Any failure or delay in attracting, retaining and developing such a workforce, including the loss of key technological and leadership personnel, could adversely impact our business, financial condition and operating results. Our financial condition and results of operations have been previously, and may in the future be, adversely affected by public health events.
Any failure or delay in attracting, retaining and developing such a workforce, including the loss of key technological and leadership personnel, could adversely impact our business, financial condition and operating results. 14 Our financial condition and results of operations have been previously, and may in the future be, adversely affected by public health events.
We rely upon information technology networks, systems and processes, including the information technology networks of third parties such as suppliers and joint venture partners, to manage and support our business. We have implemented a number 12 of procedures and practices designed to protect against breaches or failures of our systems.
We rely upon information technology networks, systems and processes, including the information technology networks of third parties such as suppliers and joint venture partners, to manage and support our business. We have implemented a number of procedures and practices designed to protect against breaches or failures of our systems.
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.
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 continues to experience aggressive pricing pressure from customers.
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.
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.
Moreover, our ABL Facility provides the agent considerable discretion to impose reserves, which could materially reduce the amount of borrowings that would otherwise be available to us.
Moreover, our ABL Facility provides the agent with considerable discretion to impose reserves, which could materially reduce the amount of borrowings that would otherwise be available to us.
As a result of current ecomonic conditions and global supply chain disruptions, we may be required to raise additional capital, and our access to and cost of financing will depend on, among other things, our performance, changing global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.
As a result of current economic conditions and global supply chain disruptions, we may be required to raise additional 17 capital, and our access to and cost of financing will depend on, among other things, our performance, changing global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.
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.
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, 2025.
We cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof.
We cannot predict the substance or impact of pending 21 or future legislation or regulations, or the application thereof.
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.
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.
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.
As of December 31, 2025, our U.S. supplemental employee retirement plan (“SERP”) was underfunded by $9.8 million and our non-U.S. pension plans (which typically are pay-as-you-go plans) were underfunded by $83.7 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.
Because these assumptions have fluctuated and will continue to fluctuate in response to changing market conditions, the amount of gains or losses that will be recognized in subsequent periods, the impact on the funded status of the pension plans and the future minimum required contributions, if any, could adversely affect our liquidity, results of operations and financial condition.
Because these assumptions have fluctuated and will continue to fluctuate in response to changing market conditions, the amount of gains or losses that will be recognized in subsequent periods, the impact on the funded status of the pension plans and the future minimum required contributions, if any, could adversely affect our liquidity, results of operations and financial condition. 20 Failure to maintain effective controls and procedures could adversely impact our business, financial condition and results of operations.
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.
Net of $7.4 million of outstanding letters of credit, the Company effectively had $160.9 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.
Accordingly, our reported international sales and earnings could be adversely impacted in periods of a strengthening U.S. dollar. Although we generally produce in the same geographic region as our products are sold, we also produce in countries that predominately sell in another currency.
Accordingly, our reported international sales and earnings could be adversely impacted in periods of a strengthening U.S. Dollar. Although we generally produce in the same geographic region as our products are sold, we also produce in countries that predominately sell in another currency. Further, some of our commodities are purchased in or tied to the U.S.
Our working capital requirements can vary significantly, depending in part on the level, variability and timing of our customers’ worldwide vehicle production and the payment terms with our customers and suppliers.
Our working capital requirements may negatively affect our liquidity and capital resources. Our working capital requirements can vary significantly, depending in part on the level, variability and timing of our customers’ worldwide vehicle production and the payment terms with our customers and suppliers.
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 .
As of December 31, 2025, there were no obligations outstanding under the ABL Facility, the Company’s borrowing base was $168.3 million, and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base .
Changes in rules related to accounting for income taxes, changes in tax laws and rates or adverse outcomes from tax audits that occur regularly in any of our jurisdictions could also have a significant impact on our overall effective tax rate and cash tax liability in future periods. Our working capital requirements may negatively affect our liquidity and capital resources.
Changes in rules related to accounting for income taxes, 19 changes in tax laws and rates or adverse outcomes from tax audits that occur regularly in any of our jurisdictions could also have a significant impact on our overall effective tax rate and cash tax liability in future periods.
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.
Impairment charges relating to our goodwill, long-lived assets or intangible assets could adversely affect our results. We regularly monitor our goodwill, long-lived assets and intangible assets for impairment indicators. In conducting a quantitative goodwill impairment test, we compare the fair value of our reporting units to their related net book value.
Preventative measures taken to contain or mitigate public health events (including, but not limited to, vaccination, social distancing policies, restrictions on travel and reduced operations and extended closures of many businesses and institutions) may materially impact our financial condition and operations results due to shutdowns of our and our customers’ and suppliers’ facilities; increased operating and production costs; disruptions and financial distress in the supply chain; disruptions in our production cycle; lost or absent members of the workforce; a decline in demand due to an economic downturn; and inability to access capital due to disruptions in the global financial markets.
Preventative measures taken to contain or mitigate public health events may materially impact our financial condition and operations results due to shutdowns of our and our customers’ and suppliers’ facilities; increased operating and production costs; disruptions and financial distress in the supply chain; disruptions in our production cycle; lost or absent members of the workforce; a decline in demand due to an economic downturn; and inability to access capital due to disruptions in the global financial markets.
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.
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.
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.
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.
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.
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.
These reforms may cause such benchmarks to perform differently than in the past, to be replaced or disappear entirely, or have other consequences that cannot be predicted.
Some of these reforms are already effective, while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to be replaced or disappear entirely, or have other consequences that cannot be predicted.
We could face risks related to public health events, including epidemics and pandemics like the COVID-19 pandemic.
We could face risks related to public health events, including epidemics and pandemics.
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.
Developments in new or ongoing conflicts or civil unrest around 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.
Our operations may also be disrupted by other labor issues, including absenteeism, public health events and government restrictions; major equipment failure with prolonged downtime or a complete loss of critical equipment where either no other comparable equipment exists or the remaining equipment does not have enough capacity to pick up the demand; or natural disaster-related plant closures or disruptions.
Our operations may also be disrupted by other labor issues, including absenteeism, public health events and government restrictions; major equipment failure with prolonged downtime or a complete loss of critical equipment where either no other comparable equipment exists or the remaining equipment does not have enough capacity to pick up the demand; plant closures or disruptions caused by natural or other disasters; disruptions caused by cybersecurity attacks; or any similar disruptions at one or more of our suppliers or our customers’ suppliers if an alternative source of supply were not readily available.
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.
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.
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.
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.
Our sales related to these new programs generally are dependent upon the timing and success of our customers’ introduction of new vehicles. An inability to effectively manage the timing, quality and costs of these new program launches could adversely affect our financial condition, operating results and cash flows.
Our inability, and that of our suppliers and customers and our customers’ suppliers, to effectively manage the timing, quality and costs of these new program launches could adversely affect our financial condition, operating results and cash flows.
Further, climate change may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters, which may adversely affect the availability or pricing for certain raw materials including natural rubber.
Changes in global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters may adversely affect the availability or pricing for certain raw materials.
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 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. In 2025, approximately 78% of our sales were attributable to products manufactured outside the United States.
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.
Financial Risks Developments in new or ongoing conflicts around the world and related disruptions could adversely affect our liquidity, business, and results of operations.
We may not realize sales represented by awarded business, which could adversely affect our business, financial condition, results of operations and cash flows. The realization of future sales from awarded business is subject to risks and uncertainties inherent in the cyclicality of vehicle production. In addition, our customers generally have the right to resource awarded business without penalty.
The realization of future sales from awarded business is subject to risks and uncertainties inherent in the cyclicality of vehicle production. In addition, our customers generally have the right to resource awarded business without penalty. Therefore, the ultimate amount of our sales is not guaranteed.
Our substantial amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position.
As of December 31, 2025, we had total indebtedness of $1,104.6 million. Our substantial amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position.
If these systems are not implemented successfully and in a timely, cost-effective, compliant and responsible manner, our operations and business could be disrupted and our ability to report accurate and timely financial results could be adversely affected. An inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.
If our information technology systems and infrastructure are not maintained or implemented successfully and in a timely, cost-effective, compliant and responsible manner, our operations and business could be disrupted and our ability to report accurate and timely financial results could be adversely affected.
Other inflationary pressures could affect wages, the cost and availability of components and raw materials and other inputs and our ability to meet customer demand. Inflation may further exacerbate other risk factors, including supply chain disruptions, risks related to international operations and the recruitment and retention of qualified employees.
Inflation may further exacerbate other risk factors, including supply chain disruptions, risks related to international operations and the recruitment and retention of qualified employees.
In connection with the award of new business, we may obligate ourselves to deliver new products that are subject to our customers’ timing, performance and quality standards. Given the number and complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs. In addition, new program launches require a significant ramp up of costs.
Given the number and complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs. In addition, new program launches require a significant ramp up of costs. Our sales related to these new programs generally are dependent upon the timing and success of our customers’ introduction of new vehicles.
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. Any significant disruption to our production could negatively affect our operations, customer relationships and financial performance.
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.
Such capital may not be available on favorable terms or at all. 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.
While we employ financial instruments to hedge certain portions of our foreign currency exposures, our efforts to manage these risks may not be successful and may not completely insulate us from the effects of currency fluctuations. Impairment charges relating to our goodwill, long-lived assets or intangible assets could adversely affect our results.
Dollar; therefore, our earnings could be adversely impacted during the periods of a strengthening U.S. Dollar relative to other foreign currencies. While we employ financial instruments to hedge certain portions of our foreign currency exposures, our efforts to manage these risks may not be successful and may not completely insulate us from the effects of currency fluctuations.
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.
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. 18 Secured overnight financing rate (“SOFR”) and other interest rates that are indices deemed to be “benchmarks” are the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform.
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.
We do not have operations in the regions where there are current conflicts, nor do we sell into these markets. 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. Global, market and economic conditions could impact our ability to access liquidity sources.
Certain of the countries in which we operate present heightened corruption risks, which therefore increases the risks of our exposure under the FCPA and other applicable anti-bribery and corruption laws and regulations. A portion of our operations are conducted by joint ventures which have unique risks. Certain of our operations are carried out by joint ventures.
Certain of the countries in which we operate present heightened corruption risks, which therefore increases the risks of our exposure under the FCPA and other applicable anti-bribery and corruption laws and regulations. 15 We may not realize sales represented by awarded business, which could adversely affect our business, financial condition, results of operations and cash flows.
Operational Risks Our business, financial condition and results of operations may be adversely impacted by the effects of inflation. Inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure.
Inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. Other inflationary pressures could affect wages, the cost and availability of components and raw materials and other inputs and our ability to meet customer demand.
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.
Raw material costs have recently been volatile which has been further exacerbated by the changes to U.S. policies related to global trade and increased tariffs and trade restrictions. The principal raw materials to produce our products include rubber, carbon black, process oils, and plastic resins. Principal procured components are primarily made from plastic, carbon steel, aluminum and stainless steel.
Removed
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.
Added
Operational Risks Changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions, as well as uncertainty over such actions, may adversely impact our business and financial performance. We obtain raw materials, components and other products and services from numerous suppliers and other vendors throughout the world.
Removed
Regardless 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.
Added
Changes in laws or policies governing the terms of foreign trade and, in particular, increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or raw materials could have an impact on our competitive position, business operations and financial performance.
Removed
In 2024, approximately 78% of our sales were attributable to products manufactured outside the United States.
Added
Recently, the U.S. government announced substantial changes in U.S. trade policy and U.S. trade agreements, including the initiation of tariffs and trade restrictions on certain foreign goods. In response to these tariffs, certain foreign governments subject to such tariffs, including China, have retaliated by imposing tariffs on certain U.S. goods, which could represent near-term challenges to our industry.
Removed
Financial Risks Global, market and economic conditions could impact our ability to access liquidity sources.
Added
Increased retaliatory tariffs imposed by other countries on U.S. exports, further increases in U.S. tariffs, and the uncertainties surrounding domestic and foreign tariffs could require us to increase our prices, which could decrease demand for our products, and in certain cases, the Company may be unable to pass along such increased costs to our customers.
Removed
Secured overnight financing rate (“SOFR”) and other interest rates that are indices deemed to be “benchmarks” are the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective, while others are still to be implemented.
Added
We are actively monitoring and evaluating the development and potential impacts of tariffs on our supply chain and results of operations. While the Company continues to assess these developments, it may not be able to fully mitigate the effects of any prolonged tariffs or trade disputes.
Removed
Further, some of our commodities are purchased in or tied to the U.S. dollar; therefore our earnings could be adversely impacted during the periods of a strengthening U.S. dollar relative to other foreign currencies.
Added
Further, additional trade restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from those such measures. Political uncertainty surrounding trade or other international disputes also could have a negative impact on consumer confidence and willingness to spend money, which could impair our business.
Added
We cannot predict whether, and to what extent, there may be changes to international trade agreements, such as those between the U.S. and China, or whether, or to what extent, additional tariffs, taxes on imports or other restrictions will be changed or imposed by the U.S. or by other countries.
Added
Any of these events could increase the cost of our products, create disruptions to our supply chain and impair our ability to effectively operate and compete in the countries where we do business. Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
Added
Material costs represented approximately 52% of our total cost of products sold in 2025. The costs and availability of raw materials and manufactured components could continue to fluctuate due to factors beyond our control, such as other geopolitical events and the effects of climate change.
Added
Our Company’s, our suppliers’ or our customers’ and their supplier’s inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance. In connection with the award of new business, we may obligate ourselves to deliver new products that are subject to our customers’ timing, performance and quality standards.
Added
Such costs could negatively affect our cash flows, results of operations and financial condition. A portion of our operations are conducted by joint ventures which have unique risks. Certain of our operations are carried out by joint ventures.
Added
The borrowings under the ABL Facility are at variable rates of interest and expose us to interest rate risk.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhile we have experienced threats to our data and systems, to date, we have not experienced a cybersecurity incident that has materially affected our business strategy, results of operations, or financial condition. That said, a significant cybersecurity incident may materially impact the Company’s business strategy, results of operations and financial condition in the future.
Biggest changeThat said, a significant cybersecurity incident may materially impact the Company’s business strategy, results of operations and financial condition in the future.
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.
Company leadership has defined the following objectives for information security: • Governance: Establish proper governance for the cybersecurity program. • Security Operations and 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 and Effectiveness: Meet all compliance requirements and develop program metrics to ensure effectiveness.
Critical service providers are also required to submit independently certified assurance of their security controls based on internationally recognized standards (e.g., ISEA 3402, SOC 1, SOC 2, etc.). Finally, upon relationship termination, we ensure each third party is properly offboarded, addressing critical cybersecurity concerns such as eliminating access and obtaining and/or deleting Company data.
Critical service providers are also required to submit independently certified assurance of their security controls based on internationally recognized standards (e.g., ISEA 3402, SOC 1 Type 2, SOC 2 Type 2, etc.). Finally, upon relationship termination, we ensure each third party is properly offboarded, addressing critical cybersecurity concerns such as eliminating access and obtaining and/or deleting Company data.
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.
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.
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.
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.
We have an Architecture Review Board (“ARB”) which reviews new IT initiatives to ensure they align with our digital strategy. Similarly, our Project Management Office (“PMO”) monitors those initiatives throughout implementation to ensure proper communication and seamless transition. The ARB and PMO processes include cybersecurity requirements designed to ensure this topic is considered from the beginning. 22
We have an Architecture Review Board (“ARB”) which reviews new IT initiatives to ensure they align with our digital strategy. Similarly, our Project Management Office (“PMO”) monitors those initiatives throughout implementation to ensure proper communication and seamless transition. The ARB and PMO processes include cybersecurity requirements designed to ensure this topic is considered from the beginning. 23
Cooper Standard prioritizes increasing efficiency and efficacy as we design and refresh prescriptive incident response procedures to minimize impacts of potential cyber-attacks or outages. From time to time, the Company engages in table-top exercises, which involve cross-functional business leaders.
Cooper Standard prioritizes increasing efficiency and efficacy as we design and refresh prescriptive incident response procedures to minimize impacts of potential cyber-attacks or outages. From time to time, the Company engages in table-top exercises, which involve cross-functional business leaders and third-party experts.
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.
We review the security posture of each third-party prior to initiation of the relationship, and 22 periodically throughout the relationship. We evaluate several aspects of information security, utilizing guidance from globally recognized frameworks (e.g., ISO 27000:2022). In addition to point-in-time reviews, for third parties deemed critical, we continuously monitor their security posture via a third-party managed service.
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 annually contract with a well-known third-party to conduct a comprehensive, enterprise-wide cyber risk assessment. In addition to other mandates, this assessment evaluates Cooper Standard’s cybersecurity program from an information security risk perspective and assesses our IT controls for alignment with the ISO/IEC 27001:2022 information security framework.
Our Senior Vice President, Chief Information Technology Officer, who has more than 25 years of experience in technology and information security risk management in our industry and across a number of organizations, is responsible for overseeing the risks related to cybersecurity. Our cybersecurity team holds several cybersecurity industry certifications such as ISC 2 CISSP, ISACA CISM and EC-Council CEH.
Our Senior Vice President, Chief Information Technology Officer and A.I. Officer, who has more than 25 years of experience in technology and information security risk management in our industry and across a number of organizations, is responsible for overseeing the risks related to cybersecurity.
The Cooper Standard IT leadership team manages the global cybersecurity and IT compliance organization, and the Senior Vice President, Chief Information Technology Officer directly reports updates to the Audit Committee of the Board of Directors at least twice annually and the full Board of Directors at least annually. Further, our cybersecurity team periodically reports to our Global Leadership Team (“GLT”).
Officer directly reports updates to the Audit Committee of the Board of Directors at least twice annually and the full Board of Directors at least annually. Further, our cybersecurity team periodically reports to our Global Leadership Team (“GLT”).
Cooper Standard’s IRT is dedicated to maintaining a culture of continuous improvement, taking into consideration lessons learned from table-top exercises and feedback from the third-party expert with whom we annually contract.
Our designated cross-functional Incident Response Team (“IRT”) consists of leaders from human resources, global communications, legal, internal audit and information technology. Cooper Standard’s IRT is dedicated to maintaining a culture of continuous improvement, taking into consideration lessons learned from table-top exercises and feedback from the third-party expert with whom we annually contract.
Cooper Standard continuously works to update and strengthen our Incident Response (“IR”) program, which defines response procedures and prescriptive controls designed to streamline response to incidents, when and if they occur. Our designated cross-functional Incident Response Team (“IRT”) consists of leaders from human resources, global communications, legal, internal audit and information technology.
Cooper Standard continuously works to update and strengthen our ability to respond to and recover from incidents, when and if they occur. Our Incident Response (“IR”) program defines response procedures and prescriptive controls designed to streamline response and speed recovery.
Our 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.
Our 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 continued engagement with cyber advisory services as described further below.
Removed
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.
Added
For catastrophic events, where there may be extended outages, we have developed and tested a Business Continuity plan to ensure continued service to our stakeholders despite difficult circumstances. While we have experienced threats to our data and systems, to date, we have not experienced a cybersecurity incident that has materially affected our business strategy, results of operations, or financial condition.
Added
Our cybersecurity team holds several cybersecurity industry certifications such as ISC 2 CISSP, ISACA CISM, EC-Council CEH, among others. The Cooper Standard IT leadership team manages the global cybersecurity and IT compliance organization, and the Senior Vice President, Chief Information Technology Officer and A.I.

Item 2. Properties

Properties — owned and leased real estate

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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.
Biggest changeThe following table summarizes our key property holdings by segment: Segment Type Total Facilities* Owned Facilities Sealing Systems Manufacturing (a) 33 16 Other (b) 12 — Fluid Handling Systems Manufacturing (a) 29 17 Other (b) 17 — Corporate and other Manufacturing (a) 3 1 Other (b) 14 — (a) Includes multi-activity sites which are predominantly manufacturing.
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.
Properties As of December 31, 2025, our operations were conducted through 108 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 65 are predominantly manufacturing facilities and 43 have design, engineering, administrative or logistics designations.
(b) Includes design, engineering, R&D, administrative and logistics locations. (*) Excludes 2 unutilized facilities in North America.
(b) Includes design, engineering, R&D, administrative and logistics locations. (*) Excludes unconsolidated joint ventures and 2 unutilized facilities in North America.

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. Item 4. Mine Safety Disclosures Not applicable. 23 PART II
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. 24 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 $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
Biggest changeCPS $100.00 $64.64 $26.13 $56.36 $39.11 $94.69 S&P 500 SPX $100.00 $126.36 $103.28 $130.44 $162.66 $191.36 S&P Supercomposite Auto Parts & Equipment Index S15AUTP $100.00 $121.45 $82.01 $87.27 $69.28 $83.89 * Represents last trading day of the year. Item 6. [Reserved] 26
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.
The analysis assumes an initial investment of $100 on December 31, 2020 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2025. Comparison of Cumulative Return Ticker 12/31/2020 12/31/2021 12/30/2022* 12/29/2023* 12/31/2024 12/31/2025 Cooper-Standard Holdings Inc.
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.
Additionally, our credit agreements governing our ABL Facility and our indentures governing our First Lien Notes and Third Lien 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.
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.
As of December 31, 2025, we had approximately $98.7 million of repurchase authorization remaining. 25 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.
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 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 6, 2026, there were approximately 6 holders of record of our common stock.
We did not repurchase any shares during the years ended December 31, 2024, 2023, or 2022 under the 2018 Program.
We did not repurchase any shares during the years ended December 31, 2025, 2024, or 2023 under the 2018 Program.

Item 7. Management's Discussion & Analysis

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

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Biggest changeResults 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.
Biggest changeResults of Operations Year Ended December 31, Change 2025 2024 2025 vs. 2024 (Dollar amounts in thousands) Sales $ 2,740,915 $ 2,730,893 $ 10,022 Cost of products sold 2,413,391 2,427,978 (14,587) Gross profit 327,524 302,915 24,609 Selling, administration & engineering expenses 214,366 207,553 6,813 Gain on sale of businesses, net (98) (1,971) 1,873 Gain on sale of buildings and land, net — (3,317) 3,317 Amortization of intangibles 6,304 6,512 (208) Restructuring charges 19,981 23,601 (3,620) Impairment charges 369 713 (344) Operating income 86,602 69,824 16,778 Interest expense, net of interest income (114,676) (115,639) 963 Equity in earnings of affiliates 5,620 6,828 (1,208) Pension settlement and curtailment charges (134) (44,553) 44,419 Other expense, net (931) (17,938) 17,007 Loss before income taxes (23,519) (101,478) 77,959 Income tax benefit (19,205) (23,348) 4,143 Net loss (4,314) (78,130) 73,816 Net loss (income) attributable to noncontrolling interests 149 (616) 765 Net loss attributable to Cooper-Standard Holdings Inc. $ (4,165) $ (78,746) $ 74,581 Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Sales Year Ended December 31, Variance Due To: 2025 2024 Change Volume / Mix* Foreign Exchange (Dollar amounts in thousands) Total sales $ 2,740,915 $ 2,730,893 $ 10,022 $ (1,757) $ 11,779 * Net of customer price adjustments, including recoveries.
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.
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.
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.
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.
Inherent in these valuations are key assumptions, including discount rates, mortality rates, expected returns on plan assets and health care cost trend rates. These assumptions are determined as of the current year measurement date. We consider current market conditions, including changes in interest rates, in making these assumptions.
Inherent in these valuations are key assumptions, 30 including discount rates, mortality rates, expected returns on plan assets and health care cost trend rates. These assumptions are determined as of the current year measurement date. We consider current market conditions, including changes in interest rates, in making these assumptions.
If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is determined using various valuation approaches depending on the asset type.
If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is determined by using various valuation approaches depending on the asset type.
Cumulative actuarial gains and losses in excess of 10% of the projected benefit obligations or the fair value of plan assets for a particular plan are amortized over the average future service period of the 29 employees in that plan.
Cumulative actuarial gains and losses in excess of 10% of the projected benefit obligations or the fair value of plan assets for a particular plan are amortized over the average future service period of the employees in that plan.
Executive Overview Our Business We design, manufacture and sell sealing and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use primarily in passenger vehicles and light trucks manufactured by global OEMs. In 2024, approximately 86% of our sales consisted of original equipment sold directly to OEMs for installation on new vehicles.
Executive Overview Our Business We design, manufacture and sell sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use primarily in passenger vehicles and light trucks manufactured by global OEMs. In 2025, approximately 86% of our sales consisted of original equipment sold directly to OEMs for installation on new vehicles.
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.
Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items. 38 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.
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.
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, 2025 were as follows: U.S. Non-U.S.
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.
Our minimum funding requirements after 2026 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.
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.
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 2026. We may be required to make significant cash outlays due to our unrecognized tax benefits.
In 2024, 2023 and 2022, we recorded impairment charges related to buildings and machinery and equipment. The 2024 impairments were related solely to idle assets and were based on internal assessments. In contrast, for the 2023 and 2022, we engaged a third-party valuation firm to determine fair values in order to calculate impairment charges. See Note 8.
In 2025, 2024 and 2023, we recorded impairment charges related to buildings and machinery and equipment. The 2025 and 2024 impairments were related solely to idle assets and were based on internal assessments. In contrast, for 2023, we engaged a third-party valuation firm to determine fair values in order to calculate impairment charges. See Note 8.
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.
Excluded from the contractual obligations table above are open purchase orders as of December 31, 2025 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.
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.
The tax expense in 2025 and 2024 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.
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 future awards are not guaranteed. In 2024, approximately 59% of our sales were generated in North America.
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 future awards are not guaranteed. In 2025, approximately 59% of our sales were generated in North America.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended December 31, 2024 for discussion of the Results of Operations, Segment Results of Operations, and Liquidity and Capital Resources for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated by reference herein.
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.
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, 2025 were as follows: U.S. Non-U.S.
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.
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, 2025 pension index to determine a single equivalent rate.
Gain on sale of buildings and land, net for the year ended December 31, 2024 was $3.3 million, resulting from the sale of a building and land related to one of our Canadian facilities. See Note 8. “Property, Plant and Equipment” to the consolidated financial statements included in Item 8.
Gain on Sale of Buildings and Land, Net. Gain on sale of buildings and land, net for the year ended December 31, 2024 was $3.3 million, resulting from the sale of a building and land related to one of our Canadian facilities. See Note 8. “Property, Plant and Equipment, Net” to the consolidated financial statements included in Item 8.
For the 2024 annual goodwill impairment test, we performed a qualitative assessment and determined that it is more likely than not that the fair values of our Sealing Systems, Fluid Handling Systems, and Industrial Specialty Group reporting units exceeded their carrying values . See Note 9. “Goodwill and Intangible Assets” to the consolidated financial statements included in Item 8.
For the 2025 annual goodwill impairment test, we performed a quantitative assessment and determined that it is more likely than not that the fair values of our Sealing Systems, Fluid Handling Systems, and Industrial and Specialty Group reporting units exceeded their carrying values . See Note 9. “Goodwill and Intangible Assets” to the consolidated financial statements included in Item 8.
“Property, Plant and Equipment” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. Income Taxes.
“Property, Plant and Equipment, Net” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. Income Taxes.
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.
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 $12.3 million as of December 31, 2025 have been excluded from the contractual obligations table above.
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.
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 2026 net periodic benefit cost Impact on PBO as of December 31, 2025 1% increase in discount rate - $0.6 million - $11.3 million 1% decrease in discount rate + $0.6 million + $13.5 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 2026.
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.
Cost of products sold is primarily comprised of direct materials, labor, manufacturing overhead, freight, depreciation, and other direct operating expenses. Among these, direct materials represent the largest component, accounting for approximately 52% and 51% of total cost of products sold for the years ended December 31, 2025 and December 31, 2024, respectively.
Based on those actions and current projections of light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the industry .
Considering these factors, current projections for light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the industry .
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.
Health care cost trend rate 5.93% 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 $0.5 million in 2026.
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.
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, 2025 were $214.4 million, or 7.8% of sales, compared to $207.6 million, or 7.6% of sales, for the year ended December 31, 2024.
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.
Net cash used in investing activities was $45.6 million for the year ended December 31, 2025, compared to net cash used in investing activities of $45.1 million for the year ended December 31, 2024.
Although global commodity markets and pricing largely stabilized in 2024, we will continue working with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of expanded index-based agreements and other commercial enhancements. Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in Note 2.
Although global commodity markets and pricing remained stable in 2025, we continually work with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of expanded index-based agreements and other commercial enhancements. Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in Note 2.
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.
Because of our significant international operations, we are subject to the risks associated with doing business in other countries, such as increased trade restrictions, tariffs or taxes or the imposition of embargoes on imports, currency volatility, high interest and inflation rates, and the general political and economic risk that are associated with some of these markets.
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.
For the years ended December 31, 2025 and 2024, total accounts receivable factored were $463.0 million and $497.4 million, respectively. Costs incurred on the sale of receivables were $2.1 million, $2.9 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are recorded in other expense, net in the consolidated statements of operations.
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.
Gross profit for the year ended December 31, 2025 increased 8.1% compared to the year ended December 31, 2024. As a percentage of sales, gross profit was 11.9% and 11.1% for the years ended December 31, 2025 and December 31, 2024, respectively.
Raw Materials 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.
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.
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.
Income tax benefit for the year ended December 31, 2025 was $19.2 million on losses before taxes of $23.5 million. This compared to an income tax benefit of $23.3 million on losses before taxes of $101.5 million for the year ended December 31, 2024.
The increase was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024. See Note 6. “Restructuring” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. 32 Interest Expense, Net of Interest Income.
The decrease was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024, resulting in higher restructuring-related expenses recognized in the prior year. See Note 6. “Restructuring” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. Impairment Charges.
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.
Discount rate 5.00% 4.69% Rate of compensation increase N/A (*) 3.23% * The U.S assumptions relate only to the Company’s U.S. SERP which is a frozen plan; therefore, the rate of compensation increase was not applicable. Weighted average assumptions used to determine net periodic benefit costs for the year ended December 31, 2025 were as follows: U.S. Non-U.S.
Restructuring charges for the year ended December 31, 2024 increased $5.6 million compared to the year ended December 31, 2023. Our restructuring actions, which include plant and facility closures as well as workforce reductions, are initiated to maintain a competitive footprint or in response to changes in global and regional automotive markets.
Our restructuring actions, which include plant and facility closures as well as workforce reductions, are initiated to maintain a competitive footprint or in response to changes in global and regional automotive markets.
These production rates can be impacted periodically by changing macro and micro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions and changing regulatory requirements, among other factors. According to estimates of S&P Global (formerly IHS Markit), global light vehicle production was approximately 89.4 million units in 2024. This reflects a decline of approximately 1.2% globally compared to 2023.
These production rates can be impacted by changing macro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions, supply chain disruptions and changing regulatory and trade requirements, among other factors. According to estimates of S&P Global, global light vehicle production was approximately 92.9 million units in 2025. This reflects an increase of approximately 3.7% globally compared to 2024.
Goodwill is tested for impairment by reporting unit as of October 1 of each year and more frequently if events or circumstances indicate that an impairment may exist. We test goodwill for impairment by performing a qualitative assessment or using a quantitative test.
Goodwill is tested for impairment as of October 1 of each year, or more frequently if an event occurs or circumstances indicate the carrying value of goodwill may be impaired. Our goodwill impairment testing is performed at the reporting unit level. We test goodwill for impairment by performing a qualitative assessment or using a quantitative test.
Despite this designation, Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline recognized a net loss of $2.5 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline incurred a net loss of $1.7 million, $2.5 million and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, Liveline had approximately $1.0 million and less than $0.5 million of gross assets, respectively.
Sales for the year ended December 31, 2024 decreased 3.0%, compared to the year ended December 31, 2023.
Sales for the year ended December 31, 2025 increased 0.4%, compared to the year ended December 31, 2024.
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.
We also have funding requirements with respect to our pension obligations. We do not expect to make cash contributions to our U.S. SERP in 2026, but we do expect to make immaterial minimum funding cash contributions to our foreign pension plans in 2026.
The change in cost of products sold was impacted by favorable manufacturing and purchasing savings through lean initiatives, the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, the impact of savings from our restructuring initiative in the current year, lower volume and mix, net of recoveries, and lower material input costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.
The change in cost of products sold was impacted by manufacturing and purchasing cost savings through lean initiatives and savings from prior year restructuring initiatives, partially offset by unfavorable foreign exchange, unfavorable volume and mix, net of recoveries, and higher labor and overhead inflation.
Except 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.
Except 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. 36 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, 2025: 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 $ 1,092.7 $ 84.1 $ 1,008.6 $ — $ — Interest on debt obligations 142.7 108.9 33.8 — — Operating lease obligations 106.2 23.6 35.8 22.6 24.2 Finance lease obligations 21.1 3.0 5.4 7.4 5.3 Total $ 1,362.7 $ 219.6 $ 1,083.6 $ 30.0 $ 29.5 As of December 31, 2025, undiscounted lease payments of the Company’s future operating leases that have not yet commenced were immaterial.
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.
We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. If we elect to perform a quantitative test, fair value is based on the cash flows projected in 29 the reporting units’ strategic plans and long-range planning forecasts, discounted at a risk-adjusted rate of return.
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.
GAAP: Year Ended December 31, 2025 2024 2023 (Dollar amounts in thousands) Net loss attributable to Cooper-Standard Holdings Inc. $ (4,165) $ (78,746) $ (201,985) Income tax (benefit) expense (19,205) (23,348) 8,933 Interest expense, net of interest income 114,676 115,639 130,077 Depreciation and amortization 97,975 103,565 109,931 EBITDA $ 189,281 $ 117,110 $ 46,956 Restructuring charges 19,981 23,601 18,018 Impairment charges (1) 369 713 4,768 Gain on sale of businesses, net (2) (98) (1,971) (586) Gain on sale of buildings and land, net (3) — (3,317) — Loss on refinancing and extinguishment of debt (4) — — 81,885 Pension settlement and curtailment charges (5) 134 44,553 16,035 Adjusted EBITDA $ 209,667 $ 180,689 $ 167,076 (1) Non-cash impairment charges in 2025 and 2024 related to idle assets in certain locations in Asia Pacific.
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.
Light vehicle production in certain regions for 2025 and 2024, as well as projections for 2026, are provided in the following table: (in millions of units) 2026 (1) 2025 (1) 2024 (1) Projected % Change 2026 vs. 2025 % Change 2025 vs. 2024 North America 15.0 15.3 15.4 (2.2)% (1.0)% Europe 16.9 17.0 17.2 (0.4)% (1.2)% Asia Pacific 55.2 55.2 51.7 —% 6.9% Greater China 32.7 33.1 30.1 (1.3)% 10.1% South America 3.2 3.0 3.0 6.2% 1.8% (1) Production data based on S&P Global, January 2026. 28 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.
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 .
Cash Flows Operating Activities. Net cash provided by operating activities was $64.4 million for the year ended December 31, 2025, compared to net cash provided by operating activities of $76.4 million for the year ended December 31, 2024.
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.
Liveline will look to the Company for necessary funding until it is able to sustain itself through sales of its products and services. 37 Non-GAAP Financial Measures In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance.
In addition, we continue to actively pursue pricing adjustments from our customers to offset higher costs on our existing business, particularly where such costs are market driven and beyond our immediate control.
In addition, we continue to actively pursue pricing adjustments from our customers to offset higher costs on our existing business, particularly where such costs are market driven and beyond our immediate control. In addition to the above, other factors will present opportunities for automotive suppliers that are positioned to meet the demands of evolving automotive markets and operating environments.
We anticipate that we will spend approximately $45.0 to $55.0 million on capital expenditures in 2025. Financing Activities. Net cash used in financing activities totaled $9.6 million for the year ended December 31, 2024, compared to net cash used in financing activities of $81.1 million for the year ended December 31, 2023.
Net cash used in financing activities totaled $4.0 million for the year ended December 31, 2025, compared to net cash used in financing activities of $9.6 million for the year ended December 31, 2024.
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.
We have defined adjusted EBITDA as net income before interest, taxes, depreciation, amortization, restructuring expense, and special items. The following tables present sales and segment adjusted EBITDA for each of the reportable segments.
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.
Discount rate 5.50% 4.21% Expected return on plan assets N/A (*) 2.75% Rate of compensation increase N/A (**) 3.14% * There were no U.S. plan assets as of December 31, 2025; therefore, the expected return on plan assets was not applicable. ** The U.S assumptions relate only to the Company’s U.S.
Sealing Systems. The adjusted EBITDA variance due to volume and mix, including customer price adjustments, was primarily driven by lower customer recoveries.
Sealing Systems. The variance in volume and mix was driven by lower customer volumes, unfavorable product mix and unfavorable customer price adjustments.
If we elect to perform a qualitative assessment and determine it is more likely than not that a reporting unit’s carrying value is more than its fair value, the quantitative test is then performed. Otherwise, no further testing is required.
We first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative goodwill impairment test. We would perform a quantitative test if the qualitative assessment determined it is more likely than not that a reporting unit’s carrying value is more than its fair value.
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.
Our net pension and postretirement benefit costs (income), which included net pension settlement charges of $0.1 million, were approximately $7.3 million and $(0.9) million, respectively, for the year ended December 31, 2025.
“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 .
Non-cash asset impairment charges of $0.4 million and $0.7 million for the years ended December 31, 2025 and December 31, 2024, respectively, related to property, plant and equipment impairment charges. Pension Settlement and Curtailment Charges. Non-cash settlement and curtailment charges for the year ended December 31, 2025 decreased $44.4 million compared to the year ended December 31, 2024.
We expect to fund any future repurchases from cash on hand and future cash flows from operations. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program was effective beginning November 2018.
We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program was effective beginning November 2018. As of December 31, 2025, we had approximately $98.7 million of repurchase authorization under the 2018 Program.
Gain on sale of businesses, net for the year ended December 31, 2024 was $2.0 million, resulting from the net effect of the sale of our Canadian tooling business.
Gain on sale of businesses, net for the year ended December 31, 2024 was $2.0 million, resulting from the net effect of the sale of our Canadian tooling business. See Note 4. “Divestitures” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information.
“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.
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.
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.
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, depends on our future operating performance and cash flows.
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.
The decrease was primarily related to the termination of a certain U.S. pension plan that was completed during the year ended December 31, 2024. See Note 12. “Pensions” to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Report for additional information. 33 Other Expense, Net.
We expect net other postretirement benefit payments to be approximately $2.1 million in 2025. 30 Historical Periods Refer to Part II - Item 7.
The Company does not prefund its postretirement benefit obligations. 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 2026. Historical Periods Refer to Part II - Item 7.
(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.
(3) In 2024, the Company recognized a gain on the sale of building and land related to a Canadian facility. (4) Loss on refinancing and extinguishment of debt related to refinancing transactions in 2023. (5) 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.
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.
However, after two years of economic growth averaging roughly 3.0 percent, economists at the IMF project that Brazil's economic growth rate will slow modestly to 1.6 percent in 2026. Production Levels Our business is directly affected by the automotive vehicle production rates in North America, Europe, the Asia Pacific region and South America.
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.
In 2023, light 27 vehicle production showed strong resilience and growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels. This resilience and growth occurred despite ongoing global economy uncertainty created by persistent inflation, rising interest rates and heightened geopolitical tension in key regions of the world.
The change was driven by manufacturing and purchasing savings through lean initiatives, the impact of savings from our restructuring initiative in the current year and lower material input costs, partially offset by unfavorable foreign exchange, higher inflation of labor and overhead, unfavorable volume and mix, net of customer price adjustments including recoveries and the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year.
The change was driven by manufacturing and purchasing savings through lean initiatives, savings from prior year restructuring initiatives and favorable foreign exchange, partially offset by unfavorable volume and mix, net of recoveries, and higher labor and overhead inflation. Selling, Administration and Engineering Expenses.
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.
The amount sold varies each month based on the amount of underlying receivables and cash flow needs. As of December 31, 2025 and 2024, we had $70.7 million and $53.4 million, respectively, of receivables outstanding under receivable transfer agreements entered into by various locations.
The Company’s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements and contribute amounts deductible for United States federal income tax purposes or amounts required by local statute.
The Company’s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements and contribute amounts required by local statute. The Company does not anticipate making cash contributions to its 31 U.S. SERP in 2026 but does expect to make immaterial minimum funding cash contributions to its non-U.S. pension plans in 2026.
The unfavorable foreign currency exchange impact was driven by a $9.6 million impact of the Brazilian Real, $6.6 million impact of the Polish Zloty, $4.2 million impact of the Mexican Peso, and $0.2 million unfavorable impact of all other currencies.
Th e foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in an $18.4 million favorable impact, partially offset by a $3.9 million unfavorable impact of the Brazilian Real, a $3.0 million unfavorable impact of the Canadian Dollar, and a $0.6 million unfavorable impact of all other currencies.
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.
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. 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.
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. Business conditions may vary significantly from period to period or region to region.
Recent Trends and Conditions General Economic Conditions and Outlook The global automotive industry is susceptible to unpredictable economic conditions that can adversely impact new vehicle demand and production. Disruptions in the supply chains for certain critical materials and components can further exacerbate these challenges, and business conditions can fluctuate significantly across different regions and time periods.
The sales variance due to volume and mix, including customer price adjustments, was primarily driven by lower customer recoveries. The unfavorable foreign currency exchange impact was driven by a $7.7 million impact of the Brazilian Real, $3.1 million impact of the Chinese Renminbi, $2.1 million impact of the Canadian Dollar, and $0.4 million unfavorable impact of all other currencies.
Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable product mix. The foreign currency exchange variance was primarily driven by a $4.8 million unfavorable impact of the Canadian Dollar. The cost decreases were primarily driven by $43.4 million of manufacturing and purchasing savings through lean initiatives.
The net change was primarily due to lower capital expenditures, partially offset by net proceeds of $15.4 million related to our 2023 divestitures which were received in the year ended December 31, 2023. We expect capital expenditures in 2025 to be relatively consistent with 2024, primarily as part of initiatives to consistently lower overall capital spending.
The net change was primarily due to proceeds from the sale of fixed assets of $4.3 million received during the year ended December 31, 2024, partially offset by lower capital expenditures year-over-year, as well as a net increase in proceeds from the sale of businesses by $1.8 million year-over-year.
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.
The increase in sales was driven by favorable foreign exchange, partially offset by unfavorable volume and mix, net of customer price adjustments including recoveries. 32 Gross Profit Year Ended December 31, Variance Due To: 2025 2024 Change Volume / Mix* Foreign Exchange Cost (Decreases) / Increases** (Dollar amounts in thousands) Cost of products sold $ 2,413,391 $ 2,427,978 $ (14,587) $ 15,562 $ 6,694 $ (36,843) Gross profit 327,524 302,915 24,609 (17,318) 5,084 36,843 Gross profit percentage of sales 11.9 % 11.1 % * Net of customer price adjustments, including recoveries. ** Net of savings from restructuring initiatives.
Additionally, the year ended December 31, 2024 includes a $41.5 million benefit for valuation allowance reversals in Brazil, Poland, and a Chinese location. Segment Results of Operations Effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments.
Additionally, the year ended December 31, 2025 included a $45.4 million benefit for valuation allowance reversals in France, Spain, and a Korean location while the year ended December 31, 2024 included a $41.5 million benefit for valuation allowance reversals in Brazil, Poland, and a Chinese location.
“Financial Statements and Supplementary Data” of this Report for additional information.
“Financial Statements and Supplementary Data” of this Report for additional information. Restructuring Charges . Restructuring charges for the year ended December 31, 2025 decreased $3.6 million compared to the year ended December 31, 2024.
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.
The increase, in both dollar terms and as a percentage of sales, was primarily due to higher stock-based compensation expense driven by stock price appreciation during the year ended December 31, 2025, partially offset by savings realized from restructuring actions and spending reductions initiated in 2024. Gain on Sale of Businesses, Net.
(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.
Non-cash impairment charges in 2023 related to certain assets in Europe and Asia Pacific. (2) Gain on sale of businesses related to divestitures in 2024 and 2023. Gain recognized in 2025 related to final purchase price adjustments associated with the divestiture in 2024.
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 changes were partially offset by a net increase in tax withholding amounts related to employees’ share-based payment awards by $1.1 million year-over-year. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed2 unchanged
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.
Biggest changeRaw material, energy, and commodity costs have experienced significant volatility in recent years, though global commodity markets have shown substantial stabilization throughout 2024 and 2025. We did not enter into any commodity derivative instruments in 2025 or 2024.
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 .
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 .
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.
In addition to transactional exposures, our operating results are impacted by the translation of our foreign operating income into U.S. Dollars. In 2025, 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.
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.
As of December 31, 2025 and 2024, we did not have any outstanding debt at variable interest rates and therefore did not enter into any interest rate swap contracts in 2025 or 2024. Commodity Prices . We have commodity price risk with respect to purchases of certain raw materials, including natural gas and carbon black.
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
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. 40
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.
Dollar +$28.4 million + $12.9 million 39 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, operating expenses and certain assets and liabilities. As of December 31, 2024, the notional amount of these contracts was $188.1 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, 2025, the notional amount of these contracts was $243.5 million.
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.
As of December 31, 2025, the fair value of the Company’s forward foreign exchange contracts was a net asset of $7.1 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, 2024 December 31, 2023 10% strengthening of U.S. Dollar - $17.3 million - $16.4 million 10% weakening of U.S.
Dollar is as follows: December 31, 2025 December 31, 2024 10% strengthening of U.S. Dollar - $10.2 million - $17.3 million 10% weakening of U.S.

Other CPS 10-K year-over-year comparisons