10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ___________________________________ 

FORM 10-Q

 ___________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-36127

  ______________________________

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 ______________________________

Delaware	20-1945088
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

39550 Orchard Hill Place Drive

Novi, Michigan 48375

(Address of principal executive offices)

(Zip Code)

(248) 596-5900

(Registrant’s telephone number, including area code)

 ______________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of April 28, 2017 there were 17,858,134 shares of the registrant’s common stock, $0.001 par value, outstanding.

COOPER-STANDARD HOLDINGS INC.

Form 10-Q

For the period ended March 31, 2017

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Net Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statement of Changes in Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30
SIGNATURES		31
INDEX TO EXHIBITS AND EXHIBITS		32

2

PART I — FINANCIAL INFORMATION

Item 1.         Financial Statements

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)

(Dollar amounts in thousands except per share amounts)

	Three Months Ended March 31,
	2017			2016
Sales	$	902,051		$	862,497
Cost of products sold	731,966			702,673
Gross profit	170,085			159,824
Selling, administration & engineering expenses	87,634			83,458
Amortization of intangibles	3,595			3,278
Impairment charges	4,270			—
Restructuring charges	9,988			10,832
Other operating loss	—			155
Operating profit	64,598			62,101
Interest expense, net of interest income	(11,239		)	(9,752		)
Equity in earnings of affiliates	1,675			1,770
Other expense, net	(640		)	(7,816		)
Income before income taxes	54,394			46,303
Income tax expense	11,890			14,766
Net income	42,504			31,537
Net income attributable to noncontrolling interests	(798		)	(214		)
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706		$	31,323
Earnings per share:
Basic	$	2.35		$	1.80
Diluted	$	2.20		$	1.67

The accompanying notes are an integral part of these financial statements.

3

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollar amounts in thousands)

	Three Months Ended March 31,
	2017			2016
Net income	$	42,504		$	31,537
Other comprehensive income (loss):
Currency translation adjustment	10,291			18,327
Benefit plan liabilities adjustment, net of tax	(193		)	(1,724		)
Fair value change of derivatives, net of tax	1,093			(2,075		)
Other comprehensive income, net of tax	11,191			14,528
Comprehensive income	53,695			46,065
Comprehensive income attributable to noncontrolling interests	(981		)	(275		)
Comprehensive income attributable to Cooper-Standard Holdings Inc.	$	52,714		$	45,790

The accompanying notes are an integral part of these financial statements.

4

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)

	March 31, 2017			December 31, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	406,925		$	480,092
Accounts receivable, net	518,634			460,503
Tooling receivable	101,430			90,974
Inventories	160,587			146,449
Prepaid expenses	34,663			37,142
Other current assets	96,013			81,021
Total current assets	1,318,252			1,296,181
Property, plant and equipment, net	841,371			832,269
Goodwill	167,888			167,441
Intangible assets, net	78,198			81,363
Other assets	101,361			114,448
Total assets	$	2,507,070		$	2,491,702
Liabilities and Equity
Current liabilities:
Debt payable within one year	$	33,470		$	33,439
Accounts payable	483,168			475,426
Payroll liabilities	118,062			144,812
Accrued liabilities	104,353			105,665
Total current liabilities	739,053			759,342
Long-term debt	728,470			729,480
Pension benefits	173,445			172,950
Postretirement benefits other than pensions	54,474			54,225
Other liabilities	42,228			53,914
Total liabilities	1,737,670			1,769,911
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	—			—
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,825,486 shares issued and 17,856,180 shares outstanding as of March 31, 2017, and 19,686,917 shares issued and 17,690,611 outstanding as of December 31, 2016	18			17
Additional paid-in capital	513,415			513,934
Retained earnings	462,110			425,972
Accumulated other comprehensive loss	(231,555		)	(242,563		)
Total Cooper-Standard Holdings Inc. equity	743,988			697,360
Noncontrolling interests	25,412			24,431
Total equity	769,400			721,791
Total liabilities and equity	$	2,507,070		$	2,491,702

The accompanying notes are an integral part of these financial statements.

5

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(Dollar amounts in thousands except share amounts)

	Total Equity
	Common Shares	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Cooper-Standard Holdings Inc. Equity			Noncontrolling Interests		Total Equity
Balance as of December 31, 2016	17,690,611	$	17	$	513,934		$	425,972		$	(242,563	)	$	697,360		$	24,431	$	721,791
Warrant exercises	21,304	—		580			—			—			580			—		580
Share-based compensation, net	144,265	1		(1,099		)	(5,568		)	—			(6,666		)	—		(6,666		)
Net income	—	—		—			41,706			—			41,706			798		42,504
Other comprehensive income	—	—		—			—			11,008			11,008			183		11,191
Balance as of March 31, 2017	17,856,180	$	18	$	513,415		$	462,110		$	(231,555	)	$	743,988		$	25,412	$	769,400

The accompanying notes are an integral part of these financial statements.

6

COOPER-STANDARD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollar amounts in thousands)

	Three Months Ended March 31,
	2017			2016
Operating Activities:
Net income	$	42,504		$	31,537
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	28,262			26,927
Amortization of intangibles	3,595			3,278
Impairment charges	4,270			—
Share-based compensation expense	6,804			4,434
Equity in earnings of affiliates, net of dividends related to earnings	965			1,252
Other	7,661			(362		)
Changes in operating assets and liabilities	(90,510		)	(39,152		)
Net cash provided by operating activities	3,551			27,914
Investing activities:
Capital expenditures	(58,270		)	(55,090		)
Acquisition of businesses, net of cash acquired	—			(3,020		)
Proceeds from sale of fixed assets and other	33			(127		)
Net cash used in investing activities	(58,237		)	(58,237		)
Financing activities:
Increase in short-term debt, net	142			2,295
Principal payments on long-term debt	(1,836		)	(2,436		)
Repurchase of common stock	—			(23,800		)
Proceeds from exercise of warrants	580			248
Taxes withheld and paid on employees' share based payment awards	(10,740		)	(1,714		)
Other	(117		)	28
Net cash used in financing activities	(11,971		)	(25,379		)
Effects of exchange rate changes on cash and cash equivalents	(6,510		)	(9,464		)
Changes in cash and cash equivalents	(73,167		)	(65,166		)
Cash and cash equivalents at beginning of period	480,092			378,243
Cash and cash equivalents at end of period	$	406,925		$	313,077

The accompanying notes are an integral part of these financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

1. Overview

Basis of Presentation

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, 2017 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

The Company’s financial statements for the three months ended March 31, 2016 have been recast to reflect the effects of the Company’s adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which was adopted in the second quarter of 2016. The financial statement line items affected were selling, administration & engineering expenses, income tax expense, net income and basic and diluted earnings per share.

Recently Adopted Accounting Pronouncements

In the first quarter of 2017, the Company adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU amended the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value. This new guidance has been adopted prospectively and had an immaterial impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This guidance requires the service cost component of net periodic benefit cost to be recorded in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost must be presented separately outside of operating income. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This guidance will require companies to recognize the income tax effects of intercompany sales and transfers

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

of assets other than inventory in the period in which the transfer occurs. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, and should be applied on a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Early adoption is permitted at the beginning of an annual period. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments provide guidance on eight specific cash flow issues, thereby reducing diversity in practice. The amendments are effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires companies to use a retrospective transition method upon adoption. The Company has evaluated the issues specified in this guidance, which is consistent with its current treatment, therefore the guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance revises existing U.S. GAAP by requiring lessees to recognize assets and liabilities for all leases (with an exception of short-term leases). This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The new guidance does not change how leases impact the income statement, but does require that substantially all leases be recognized on the balance sheet. Although the Company is in the preliminary phases of assessing the effect of this guidance, it does not believe that this standard will materially impact its consolidated income statement. The Company plans on adopting this ASU effective January 1, 2019 and has yet to determine the effect on its consolidated balance sheet.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance prescribes a single, common revenue standard that replaces most existing revenue recognition guidance in U.S. GAAP. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. Several ASUs have been issued since the issuance of ASU 2014-09. These ASUs, which modify certain sections of ASU 2014-09, are intended to promote a more consistent interpretation and application of the principles outlined in the standard. The guidance is effective January 1, 2018 and permits the use of either the full retrospective or modified retrospective method.

Since the new standard will impact the Company’s business processes, systems and controls, the Company has developed a comprehensive project plan to guide the implementation. This project plan includes analyzing the standard’s impact on the Company’s customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from applying the requirements of the new standard to its contracts. The Company will adopt the guidance effective January 1, 2018 using the modified retrospective method, under which the cumulative effect is recognized in equity at the date of initial application. The Company has yet to determine the effect on its consolidated financial statements, but expects this determination will near completion by the third quarter of 2017. Once the Company adopts the new standard, it does not anticipate that its internal control framework will materially change, but rather that existing internal controls will be modified and augmented, as necessary.

The new standard could impact how the Company accounts for pre-production costs related to long-term supply arrangements, such as reimbursable tooling. Under current guidance, such reimbursements from customers are recorded as cost offsets. Under the new guidance, revenue could potentially be recognized for pre-production activities that are transferred to the customer. During the first quarter of 2017, the FASB performed additional outreach with preparers and other stakeholders related to the accounting for pre-production activities. Since final clarification on the accounting treatment is still outstanding, the Company’s evaluation of pre-production costs is ongoing.

The Company anticipates that under the new guidance it will continue recognizing revenue at a point in time, generally when products are either shipped or delivered. While implementing the new standard, the Company will continue to monitor FASB activities and interpretations of various non-authoritative industry groups.

2. Acquisitions

AMI Acquisition

In 2016, the Company acquired the North American fuel and brake business of AMI Industries (the “AMI Business”) for cash consideration of $32,000 (the “AMI Acquisition”). This acquisition directly aligns with the Company’s growth strategy by expanding the Company’s fuel and brake business. The results of operations of the AMI Business are included in the Company’s condensed consolidated financial statements from the date of acquisition, August 15, 2016, and reported within the North America segment. This acquisition was accounted for as a business combination, resulting in the recognition of intangible assets of $19,410 and goodwill of $7,175 in 2016.

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Other Acquisitions

In 2016, the Company acquired a business in furtherance of the Company’s China operations. The total purchase price of the acquisition was $5,478, of which $3,020 was paid during the first quarter of 2016 and $2,458 was paid in the third quarter of 2016. The Company recognized $2,972 of goodwill in 2016 as a result of this acquisition.

Also in 2016, the Company obtained control of its 51%-owned joint venture, Shenya Sealing (Guangzhou) Company Limited (“Guangzhou”) through an amendment of the joint venture governing document. This joint venture was previously accounted for as an investment under the equity method. The results of operations of Guangzhou are included in the Company’s consolidated financial statements from the date of consolidation, August 4, 2016, and reported within the Asia Pacific segment. Business combination accounting was completed, resulting in the recognition of intangible assets of $6,605 and goodwill of $9,741 in 2016. There was no gain or loss recognized on the remeasurement of the Company’s equity method investment in Guangzhou.

3. Restructuring

On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.

In January 2015, the Company announced its intention to further restructure its European manufacturing footprint based on the then current and anticipated market demands. The total estimated cost of this initiative, which is expected to be substantially completed by the end of 2017, is approximately $120,000 to $125,000, of which approximately $99,000 has been incurred to date. We expect to incur total employee separation costs of approximately $70,000 to $75,000, other related exit costs of approximately $49,000 to $54,000 and non-cash asset impairments related to restructuring activities of approximately $500.

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), other related exit costs and asset impairments related to restructuring activities.

The following table summarizes the restructuring expense by segment for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017		2016
North America	$	—	$	960
Europe	9,289		8,835
Asia Pacific	699		1,037
Total	$	9,988	$	10,832

The following table summarizes the activity for restructuring initiatives for the three months ended March 31, 2017:

	Employee Separation Costs			Other Exit Costs			Total
Balance as of December 31, 2016	$	21,927		$	2,311		$	24,238
Expense	6,754			3,234			9,988
Cash payments	(14,253		)	(3,295		)	(17,548		)
Foreign exchange translation and other	509			(133		)	376
Balance as of March 31, 2017	$	14,937		$	2,117		$	17,054

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

4. Inventories

Inventories were comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017		December 31, 2016
Finished goods	$	45,925	$	43,511
Work in process	37,015		32,839
Raw materials and supplies	77,647		70,099
	$	160,587	$	146,449

5. Property, Plant and Equipment

Property, plant and equipment was comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Land and improvements	$	67,868		$	71,002
Buildings and improvements	272,123			265,824
Machinery and equipment	900,612			864,337
Construction in progress	154,139			153,924
	1,394,742			1,355,087
Accumulated depreciation	(553,371		)	(522,818		)
Property, plant and equipment, net	$	841,371		$	832,269

Impairment of Long-Lived Assets

Due to the Company’s decision to divest two of its inactive European sites, the Company recorded impairment charges of $4,270 in the three months ended March 31, 2017. Fair value was determined based on current real estate market conditions.

6. Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2017 are summarized as follows:

	North America		Europe		Asia Pacific		Total
Balance as of December 31, 2016	$	121,996	$	10,753	$	34,692	$	167,441
Foreign exchange translation	30		128		289		447
Balance as of March 31, 2017	$	122,026	$	10,881	$	34,981	$	167,888

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three months ended March 31, 2017.

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Intangible Assets

The following table presents intangible assets and accumulated amortization balances of the Company as of March 31, 2017 and December 31, 2016, respectively:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	135,029	$	(76,374	)	$	58,655
Developed technology	8,801		(8,568		)	233
Other	21,367		(2,057		)	19,310
Balance as of March 31, 2017	$	165,197	$	(86,999	)	$	78,198
Customer relationships	$	134,918	$	(73,088	)	$	61,830
Developed technology	8,762		(8,386		)	376
Other	20,965		(1,808		)	19,157
Balance as of December 31, 2016	$	164,645	$	(83,282	)	$	81,363

Amortization expense is estimated to be approximately $14,000 for the year ending December 31, 2017.

7. Debt

Outstanding debt consisted of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Senior Notes	$	393,147		$	393,060
Term Loan	332,240			332,827
Other borrowings	36,553			37,032
Total debt	761,940			762,919
Less current portion	(33,470		)	(33,439		)
Total long-term debt	$	728,470		$	729,480

5.625% Senior Notes due 2026

In November 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on November 15, 2026. Interest on the Senior Notes is payable semi-annually in arrears in cash on May 15 and November 15 of each year, commencing on May 15, 2017.

Debt issuance costs related to the Senior Notes are amortized into interest expense over the term of the Senior Notes. As of March 31, 2017 and December 31, 2016, the Company has $6,853 and $6,940 of unamortized debt issuance costs, respectively, related to the Senior Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets.

Term Loan Facility

Also in November 2016, the Company entered into Amendment No. 1 to its senior term loan facility (“Term Loan Facility”), which provides for loans in an aggregate principal amount of $340,000. Subject to certain conditions, the Term Loan Facility, without the consent of the then existing lenders (but subject to the receipt of commitments), may be expanded (or a new term loan or revolving facility added) by an amount that will not cause the consolidated secured net debt ratio to exceed 2.25 to 1.00 plus $400,000 plus any voluntary prepayments, including the senior asset-based revolving credit facility (“ABL Facility”) to the extent commitments are reduced, not funded from proceeds of long-term indebtedness. The Term Loan Facility matures on November 2, 2023, unless earlier terminated.

Borrowings under the Term Loan Facility bear interest, at the borrower’s option, at either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75%, plus 2.75% per annum, or (2) with respect to base rate loans, the base rate (which is the highest of the then current federal funds rate plus 0.5%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%), plus 1.75% per annum.

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

As of March 31, 2017 and December 31, 2016, the Company had $4,192 and $4,352 of unamortized debt issuance costs, respectively, and $2,718 and $2,821 of unamortized original issue discount, respectively, related to the Term Loan Facility, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the Term Loan Facility.

Subsequent Event

On May 2, 2017, the Company entered into Amendment No. 2 to its Term Loan Facility to modify the interest rate, which provides for (1) with respect to Eurodollar rate loans, the greater of the Eurodollar rate and 0.75%, plus 2.25% from 2.75% per annum, or (2) with respect to base rate loans, the base rate plus 1.25% from 1.75% per annum.

ABL Facility

In November 2016, the Company entered into a $210,000 Third Amended and Restated Loan Agreement of its ABL Facility.

The ABL Facility provides for an aggregate revolving loan availability of up to $210,000, subject to borrowing base availability, including a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $310,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. As of March 31, 2017, there were no borrowings under the ABL Facility, and subject to borrowing base availability, the Company had $199,409 in availability, less outstanding letters of credit of $19,308.

Any borrowings under our ABL Facility will mature, and the commitments of the lenders under our ABL Facility will terminate, on November 2, 2021.

As of March 31, 2017 and December 31, 2016, the Company had $1,617 and $1,706, respectively, of unamortized debt issuance costs related to the ABL Facility, which are presented in other assets in the condensed consolidated balance sheets.

Debt Covenants

The Company was in compliance with all covenants of the Senior Notes, Term Loan Facility and ABL Facility, as of March 31, 2017.

Other

Other borrowings reflect borrowings under capital leases, local bank lines and accounts receivable factoring sold with recourse classified in debt payable within one year on the condensed consolidated balance sheets.

8. Fair Value Measurements and Financial Instruments

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy is utilized, which prioritizes the inputs used in measuring fair value as follows:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency and interest rate derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, are shown below:

	March 31, 2017			December 31, 2016			Input
Forward foreign exchange contracts - other current assets	$	1,482		$	764		Level 2
Forward foreign exchange contracts - accrued liabilities	(419		)	(535		)	Level 2
Interest rate swaps - other current assets	5			6			Level 2
Interest rate swaps - other assets	2			2			Level 2
Interest rate swaps - accrued liabilities	(1,805		)	(2,458		)	Level 2
Interest rate swaps - other liabilities	(392		)	(661		)	Level 2

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information on assets and liabilities measured at fair value on a nonrecurring basis see Note 2. “Acquisitions,” Note 3. “Restructuring,” Note 5. “Property, Plant and Equipment” and Note 6. “Goodwill and Intangible Assets.”

Items Not Carried At Fair Value

Fair values of the Company’s debt instruments are shown below:

	March 31, 2017		December 31, 2016
Aggregate fair value	$	738,998	$	735,850
Aggregate carrying value (1)	$	739,150	$	740,000

⁽¹⁾ Excludes the impact of unamortized debt issuance costs and unamortized original issue discount.

Fair values were based on quoted market prices and are classified within Level 1 of the fair value hierarchy.

Derivative Instruments and Hedging Activities

The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting. Certain foreign exchange contracts that do not qualify for hedge accounting are entered into hedge recognized foreign currency transactions. All gains or losses on derivative instruments which are not designated for hedge accounting treatment or do not qualify for hedge accounting, or result from hedge ineffectiveness, are reported in earnings.

The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the cash flow hedges. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in the cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities. The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts.

Cash Flow Hedges

Forward Foreign Exchange Contracts—The Company uses forward contracts to mitigate the potential volatility to earnings and cash flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, the

14

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

Mexican Peso, and the Brazilian Real. As of March 31, 2017, the notional amount of these contracts was $173,771 and consisted of hedges of transactions up to March 2018.

Interest rate swaps - The Company uses interest rate swap transactions to manage cash flow variability associated with its variable rate Term Loan Facility. The interest rate swap contracts, which fix the interest payments of variable rate debt instruments, are used to manage exposure to fluctuations in interest rates. As of March 31, 2017, the notional amount of these contracts was $300,000 with maturities through September 2018. The fair market value of all outstanding interest rate swap contracts is subject to changes in value due to changes in interest rates.

Pretax amounts related to the Company’s cash flow hedges that were recognized in accumulated other comprehensive income (loss) (“AOCI”) are shown below:

	Gain (loss) recognized in AOCI
	Three Months Ended March 31,
	2017		2016
Foreign currency derivatives	$	941	$	(2,232	)
Interest rate swaps	126		(1,658		)
Total	$	1,067	$	(3,890	)

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI are shown below:

		Gain (loss) reclassified from AOCI to income (effective portion)						Gain (loss) reclassified from AOCI to income (ineffective portion)
		Three Months Ended March 31,						Three Months Ended March 31,
	Location	2017			2016			2017		2016
Foreign currency derivatives	Cost of products sold	$	121		$	(209	)	$	—	$	—
Interest rate swaps	Interest expense, net of interest income	(794		)	(795		)	85		—
Total		$	(673	)	$	(1,004	)	$	85	$	—

The amount of losses to be reclassified from AOCI into income in the next twelve months related to the interest rate swap is expected to be approximately $1,800.

9. Accounts Receivable Factoring

As a part of its working capital management, the Company sells certain receivables through third party financial institutions with and without recourse. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. The Company continues to service the receivables. These are permitted transactions under the Company’s credit agreement governing the ABL Facility, the Term Loan Facility and the Senior Notes.

As of March 31, 2017 and December 31, 2016, the Company had $80,617 and $57,497, respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored without recourse was $148,924 and $133,297 for the three months ended March 31, 2017 and 2016, respectively. Costs incurred on the sale of receivables were $455 and $487 for the three months ended March 31, 2017 and 2016, respectively. These amounts are recorded in other expense, net and interest expense, net of interest income in the condensed consolidated statements of net income.

As of March 31, 2017 and December 31, 2016, the Company had $5,217 and $5,014, respectively, outstanding under receivable transfer agreements with recourse. The secured borrowings are recorded in debt payable within one year, and receivables are pledged equal to the balance of the borrowings. The total amount of accounts receivable factored with recourse was $7,651 and $6,894 for the three months ended March 31, 2017 and 2016, respectively. Costs incurred on the sale of receivables were $26 and $12 for the three months ended March 31, 2017 and 2016, respectively. These amounts are recorded in other expense, net and interest expense, net of interest income in the condensed consolidated statements of net income.

15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

10. Pension and Postretirement Benefits Other Than Pensions

The following tables disclose the components of net periodic benefit (income) cost for the three months ended March 31, 2017 and 2016 for the Company’s defined benefit plans and other postretirement benefit plans:

	Pension Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	204		$	939		$	202		$	847
Interest cost	2,925			1,056			3,145			1,247
Expected return on plan assets	(4,003		)	(657		)	(3,959		)	(769		)
Amortization of prior service cost and actuarial loss	468			696			429			547
Net periodic benefit (income) cost	$	(406	)	$	2,034		$	(183	)	$	1,872

	Other Postretirement Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	79		$	104		$	90		$	90
Interest cost	324			170			346			164
Amortization of prior service credit and actuarial gain	(479		)	(4		)	(507		)	(15		)
Other	1			—			1			—
Net periodic benefit (income) cost	$	(75	)	$	270		$	(70	)	$	239

11. Other Expense, Net

The components of other expense, net are as follows:

	Three Months Ended March 31,
	2017			2016
Foreign currency losses	$	(672	)	$	(1,689	)
Secondary offering underwriting fees	—			(5,900		)
Losses on sales of receivables	(218		)	(227		)
Miscellaneous income	250			—
Other expense, net	$	(640	)	$	(7,816	)

12. Income Taxes

The Company is required to determine its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company is also required to record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.

The effective tax rate for the three months ended March 31, 2017 and 2016 was 22% and 32%, respectively. The effective tax rate for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 was lower primarily due to increased discrete tax adjustments for excess tax benefits on share-based compensation. The income tax rate for the three months ended March 31, 2017 varies from statutory rates primarily due to the impact of income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, income tax incentives, excess tax benefits related to share-based compensation and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized.

16

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

13. Net Income Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net income per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net income attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net income available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the dilutive effect of common stock equivalents, using the average share price during the period.

A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below:

	Three Months Ended March 31,
	2017		2016
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706	$	31,323	(1)
Increase in fair value of share-based awards	18		—
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders	$	41,724	$	31,323	(1)
Basic weighted average shares of common stock outstanding	17,742,994		17,442,364
Dilutive effect of common stock equivalents	1,229,556		1,304,236		(1)
Diluted weighted average shares of common stock outstanding	18,972,550		18,746,600
Basic net income per share attributable to Cooper-Standard Holdings Inc.	$	2.35	$	1.80	(1)
Diluted net income per share attributable to Cooper-Standard Holdings Inc.	$	2.20	$	1.67	(1)

⁽¹⁾ Amounts were recast to reflect the adoption of ASU 2016-09 in the second quarter of 2016. See Note 16.

17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

14. Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2017 and 2016, net of related tax, are as follows:

	Three Months Ended March 31, 2017
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2016	$	(143,481	)		$	(97,612	)		$	(1,470	)		$	(242,563	)
Other comprehensive income (loss) before reclassifications	10,108			(1)	(657		)	(2)	726			(3)	10,177
Amounts reclassified from accumulated other comprehensive income (loss)	—				464			(4)	367			(5)	831
Balance as of March 31, 2017	$	(133,373	)		$	(97,805	)		$	(377	)		$	(231,555	)

(1) Includes $4,242 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $29.

(3) Net of tax expense of $341. See Note 8.

(4) Includes actuarial losses of $732, offset by prior service credits of $84, net of tax of $184. See Note 10.

(5) Net of tax benefit of $221. See Note 8.

	Three Months Ended March 31, 2016
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2015	$	(130,661	)		$	(84,124	)		$	(2,280	)		$	(217,065	)
Other comprehensive income (loss) before reclassifications	18,266			(1)	(2,069		)	(2)	(2,748		)	(3)	13,449
Amounts reclassified from accumulated other comprehensive income (loss)	—				345			(4)	673			(5)	1,018
Balance as of March 31, 2016	$	(112,395	)		$	(85,848	)		$	(4,355	)		$	(202,598	)

(1) Includes $9,019 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $121.

(3) Net of tax benefit of $1,142. See Note 8.

(4) Includes actuarial losses of $553, offset by prior service credits of $82, net of tax of $126. See Note 10.

(5) Net of tax benefit of $331. See Note 8.

15. Common Stock

Secondary Offering and Stock Repurchase

In March 2016, certain selling stockholders affiliated with Silver Point Capital, L.P., Oak Hill Advisors, L.P. and Capital World Investors (the “Selling Stockholders”) sold 2,278,031 shares, including overallotments, of the Company’s common stock at a public offering price of $68.00 per share, in a secondary public offering. Of the 2,278,031 shares sold in the offering, 350,000 shares were purchased by the Company for $23,800. The Company paid the underwriting discounts and commissions payable on the shares sold by the Selling Stockholders, excluding the shares the Company repurchased, resulting in $5,900 of fees incurred for the three months ended March 31, 2016, which is included in other expense, net in the condensed consolidated statement of net income. The Company also incurred approximately $600 of other expenses related to legal and audit services for the three months ended March 31, 2016, which is included in selling, administration & engineering expenses in the condensed consolidated statement of net income. The Company did not sell or receive any proceeds from the sales of shares by the Selling Stockholders.

18

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

16. Share-Based Compensation

The 2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (the “Omnibus Plan”) allows for the grant of various types of share-based awards to key employees and directors of the Company and its affiliates. The Company generally awards grants on an annual basis.

In February 2017, the Company granted Restricted Stock Units (“RSUs”), Performance Units (“PUs”) and stock options. The RSUs cliff vest after three years, the PUs cliff vest at the end of their three-year performance period, and the stock options vest ratably over three years. The number of PUs that will vest depends on the Company’s achievement of target performance goals related to the Company’s return on invested capital (“ROIC”), which may range from 0% to 200% of the target award amount. The grant-date fair value of the RSUs and PUs was determined using the closing price of the Company’s common stock on the date of grant. The grant-date fair value of the stock options was determined using the Black-Scholes option pricing model.

During the three months ended March 31, 2017, the Company paid $4,296 of cash to settle PUs that vested in February 2017. Total compensation expense recognized was $6,804 and $4,434 for the three months ended March 31, 2017 and 2016, respectively.

In the second quarter of 2016, the Company early adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The provisions related to forfeitures were adopted on the modified retrospective basis to record actual forfeitures as they occur in the consolidated financial statements, and the impact from adoption resulted in a cumulative effect adjustment of $473 to retained earnings as of January 1, 2016. Provisions related to income taxes and forfeitures were adopted prospectively from January 1, 2016, and resulted in a tax benefit of $787 and additional share-based compensation expense of $63 for the three months ended March 31, 2016. Provisions related to the statement of cash flows have been adopted prospectively and resulted in the recognition of excess tax benefits in cash provided by operating activities instead of financing activities.

17. Related Party Transactions

Sales to Nishikawa Cooper LLC (“NISCO”), a 40%-owned joint venture accounted for as an investment under the equity method, totaled $9,312 and $8,564 for the three months ended March 31, 2017 and 2016, respectively. Purchases from NISCO were $190 and $76 for the three months ended March 31, 2017 and 2016, respectively.

The Company received dividends from unconsolidated affiliates of $2,640 and $3,022 for the three months ended March 31, 2017 and 2016, respectively, all of which was related to earnings.

In March 2016, as part of the secondary offering, the Company paid $5,900 of fees incurred on behalf of the Selling Stockholders as defined in Note 15. “Common Stock.”

18. Commitments and Contingencies

The Company is periodically involved in claims, litigation and various legal matters that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of March 31, 2017, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. As of March 31, 2017 and December 31, 2016, the undiscounted reserve for environmental investigation and remediation was approximately $5,390 and $5,490, respectively. The Company does not believe that the environmental liabilities associated with its current and former properties will have a material adverse impact on its financial condition, results of operations or cash flows; however, no assurances can be given in this regard.

19

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

(Dollar amounts in thousands except per share and share amounts)

19. Segment Reporting

The Company has determined that it operates in four reportable segments, North America, Europe, Asia Pacific and South America. The Company’s principal products within each of these segments are sealing, fuel and brake delivery, fluid transfer and anti-vibration systems. The Company evaluates segment performance based on segment profit before tax. The results of each segment include certain allocations for general, administrative, interest and other shared costs.

The following tables detail information on the Company’s reportable segments:

	Three Months Ended March 31,
	2017			2016
Sales to external customers
North America	$	484,238		$	449,701
Europe	261,506			269,326
Asia Pacific	132,591			127,079
South America	23,716			16,391
Consolidated	$	902,051		$	862,497
Intersegment sales
North America	$	3,598		$	3,649
Europe	3,581			3,351
Asia Pacific	831			1,319
South America	2			2
Eliminations	(8,012		)	(8,321		)
Consolidated	$	—		$	—
Segment profit (loss)
North America	$	62,281		$	54,233
Europe	(8,559		)	(2,608		)
Asia Pacific	3,477			2,500
South America	(2,805		)	(7,822		)
Consolidated income before income taxes	$	54,394		$	46,303

	March 31, 2017		December 31, 2016
Segment assets
North America	$	1,005,052	$	985,809
Europe	536,960		582,385
Asia Pacific	589,393		611,849
South America	49,372		46,125
Eliminations and other	326,293		265,534
Consolidated	$	2,507,070	$	2,491,702

20

Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See “Forward-Looking Statements” below for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission (“2016 Annual Report”) see Item 1A. “Risk Factors.” The following should be read in conjunction with our 2016 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2016 Annual Report. References in this quarterly report on Form 10-Q (the “Report”) to “we,” “our,” or the “Company” refer to Cooper-Standard Holdings Inc., together with its subsidiaries.

Executive Overview

Our Business

We design, manufacture and sell sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems for use in passenger vehicles and light trucks manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. We operate our business along four segments: North America, Europe, Asia Pacific and South America. We are primarily a “Tier 1” supplier, with approximately 84% of our sales in 2016 made directly to major OEMs.

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. 

The U.S. economy is going through a period of relative stability and modest growth, which has sustained vehicle demand and high production levels. The improving business outlook combined with relatively low fuel prices is driving demand for light trucks, sport utility vehicles (“SUVs”) and crossover utility vehicles. We anticipate slow to modest growth in North America going forward with the mix of vehicles produced continuing to shift toward light trucks and SUVs.

The economic recovery in Europe has lagged that of the U.S. economy but is now gaining momentum. We expect this will result in modest growth in vehicle demand and production in 2017.

We expect that modest growth in light vehicle production will continue in the Asia Pacific region, driven mainly by China. Overall economic growth and an expanding middle class in China continue to drive SUV and crossover utility vehicle demand higher, while demand for passenger cars is expected to decline slightly year over year.

Finally, with a change in the Brazilian government occurring in 2016, consumer confidence and economic outlook now appear to be improving. Economic stabilization may begin to stimulate vehicle demand and production in this region.

Production Levels

Our business is directly affected by the automotive vehicle production rates in North America, Europe, the Asia Pacific Region and South America. New vehicle demand is driven by macroeconomic and other factors, such as interest rates, manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government and tax incentives.

21

Details on light vehicle production in certain regions for the three months ended March 31, 2017 and 2016 are provided in the following table:

	Three Months Ended March 31,
(In millions of units)	2017(1)	2016(1)	% Change
North America	4.6	4.5	2.5%
Europe	5.9	5.5	6.3%
Asia Pacific(2)	12.5	11.9	5.3%
South America	0.7	0.6	19.0%

(1) Production data based on IHS Automotive, April 2017.

(2) Includes Greater China units of 6.9 and 6.5 for the three months ended March 31, 2017 and 2016, respectively.

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. 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.

OEMs have shifted some research and development, design and testing responsibility to suppliers, while at the same time shortening new product cycle times. To remain competitive, suppliers must have state-of-the-art engineering and design capabilities and must be able to continuously improve their engineering, design and manufacturing processes to effectively service the customer. Suppliers are increasingly expected to collaborate on, or assume the product design and development of, key automotive components and to provide innovative solutions to meet evolving technologies aimed at improved emissions and fuel economy.

Pricing pressure has continued as competition for market share has reduced the overall profitability of the industry and resulted in continued pressure on suppliers for price reductions. Consolidations and market share shifts among vehicle manufacturers continue to put additional pressures on the supply chain. These pricing and market pressures will continue to drive our focus on reducing our overall cost structure through continuous improvement initiatives, capital redeployment, restructuring and other cost management processes.

In addition to the above, other factors will present significant opportunities for automotive suppliers who are positioned for the changing environment, including autonomous and connected vehicles, increased government regulation, and consumer preference for environmentally friendly products and technology.

22

Results of Operations

	Three Months Ended March 31,
	2017			2016			Change
	(dollar amounts in thousands)
Sales	$	902,051		$	862,497		$	39,554
Cost of products sold	731,966			702,673			29,293
Gross profit	170,085			159,824			10,261
Selling, administration & engineering expenses	87,634			83,458			4,176
Amortization of intangibles	3,595			3,278			317
Impairment charges	4,270			—			4,270
Restructuring charges	9,988			10,832			(844		)
Other operating loss	—			155			(155		)
Operating profit	64,598			62,101			2,497
Interest expense, net of interest income	(11,239		)	(9,752		)	(1,487		)
Equity in earnings of affiliates	1,675			1,770			(95		)
Other expense, net	(640		)	(7,816		)	7,176
Income before income taxes	54,394			46,303			8,091
Income tax expense	11,890			14,766			(2,876		)
Net income	42,504			31,537			10,967
Net income attributable to noncontrolling interests	(798		)	(214		)	(584		)
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706		$	31,323		$	10,383

Three Months Ended March 31, 2017 Compared with Three Months Ended March 31, 2016

Sales. Sales for the three months ended March 31, 2017increased$39.6 million, or 4.6%, compared to the three months ended March 31, 2016, primarily due to improved volume and product mix in all regions, the acquisition of AMI Industries’ fuel and brake business and consolidation of a previously unconsolidated joint venture, partially offset by customer price reductions and unfavorable foreign exchange.

Cost of Products Sold. Cost of products sold is primarily comprised of material, labor, manufacturing overhead, depreciation and amortization and other direct operating expenses. Cost of products sold for the three months ended March 31, 2017increased$29.3 million, or 4.2%, compared to the three months ended March 31, 2016. Materials comprise the largest component of our cost of products sold and represented approximately 51% of the total cost of products sold for both the three months ended March 31, 2017 and 2016. Cost of sales was impacted by higher production volumes primarily in North America and Europe. These items were partially offset by continuous improvement and material cost savings.

Gross Profit. Gross profit for the three months ended March 31, 2017increased$10.3 million, or 6.4%, compared to the three months ended March 31, 2016. The increase in gross profit was driven primarily by continuous improvement and material cost savings and improved volume and mix in North America and Europe. These items were partially offset by customer price reductions and commodity pricing pressure. As a percentage of sales, gross profit was 18.9% and 18.5% for the three months ended March 31, 2017 and 2016, respectively.

Selling, Administration and Engineering. Selling, administration and engineering expense for the three months ended March 31, 2017 was $87.6 million, or 9.7% of sales, compared to $83.5 million, or 9.7% of sales, for the three months ended March 31, 2016. Selling, administration and engineering expense for the three months ended March 31, 2017 was impacted primarily by wage inflation, continued investments to support growth in Asia and innovation.

Impairment charges. Impairment charges of $4.3 million for the three months ended March 31, 2017 resulted from our decision to divest two of our inactive European sites based on current real estate market conditions.

Restructuring. Restructuring charges for the three months ended March 31, 2017decreased$0.8 million compared to the three months ended March 31, 2016.

Interest Expense, Net. Net interest expense for the three months ended March 31, 2017increased$1.5 million compared to the three months ended March 31, 2016, which resulted primarily from higher interest rates related to the new Senior Notes.

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Other Expense, Net.Other expense for the three months ended March 31, 2017 decreased $7.2 million compared to the three months ended March 31, 2016. The decrease was primarily due to the nonrecurrence of underwriting fees related to the secondary offering of $5.9 million recorded in the three months ended March 31, 2016, and lower foreign currency losses for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

Income Tax Expense. Income tax expense for the three months ended March 31, 2017 was $11.9 million on earnings before income taxes of $54.4 million. This compares to income tax expense of $14.8 million on earnings before income taxes of $46.3 million for the same period of 2016. The effective tax rate for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 was lower primarily due to increased discrete tax adjustments for excess tax benefits on share-based compensation. The income tax rate for the three months ended March 31, 2017 varied from statutory rates due primarily to the impact of income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, income tax incentives, excess tax benefits related to share-based compensation and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized.

Segment Results of Operations

The following table presents sales and segment profit (loss) for each of the reportable segments for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017			2016			Change
	(dollar amounts in thousands)
Sales to external customers
North America	$	484,238		$	449,701		$	34,537
Europe	261,506			269,326			(7,820		)
Asia Pacific	132,591			127,079			5,512
South America	23,716			16,391			7,325
Consolidated	$	902,051		$	862,497		$	39,554
Segment profit (loss)
North America	$	62,281		$	54,233		$	8,048
Europe	(8,559		)	(2,608		)	(5,951		)
Asia Pacific	3,477			2,500			977
South America	(2,805		)	(7,822		)	5,017
Consolidated income before income taxes	$	54,394		$	46,303		$	8,091

Three Months Ended March 31, 2017 Compared with Three Months Ended March 31, 2016

North America. Sales for the three months ended March 31, 2017increased$34.5 million, or 7.7%, compared to the three months ended March 31, 2016, primarily due to improved volume and product mix and the acquisition of AMI Industries’ fuel and brake business, partially offset by customer price reductions. Segment profit for the three months ended March 31, 2017increased by $8.0 million, primarily due to continuous improvement and material cost savings, improved volume and product mix, and favorable foreign exchange of $3.0 million, partially offset by customer price reductions, commodity pricing pressure and inflation.

Europe. Sales for the three months ended March 31, 2017decreased$7.8 million, or 2.9%, compared to the three months ended March 31, 2016, primarily due unfavorable foreign exchange of $9.7 million and customer price reductions, partially offset by improved volume and product mix. Segment loss for the three months ended March 31, 2017 increased by $6.0 million, primarily due to customer price reductions, impairment charges recorded in the first quarter of 2017, commodity pricing pressure and unfavorable foreign exchange of $2.2 million, partially offset by improved volume and product mix, the favorable impact of continuous improvement and restructuring savings.

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Asia Pacific. Sales for the three months ended March 31, 2017increased$5.5 million, or 4.3%, compared to the three months ended March 31, 2016, primarily due to the consolidation of a previously unconsolidated joint venture, partially offset by unfavorable foreign exchange of $4.9 million and customer price reductions. Segment profit for the three months ended March 31, 2017increased by $1.0 million primarily driven by the favorable impact of continuous improvement and material cost savings, and the consolidation of a previously unconsolidated joint venture, partially offset by customer price reductions, commodity pricing pressure, higher engineering costs to support growth in the region and wage inflation.

South America. Sales for the three months ended March 31, 2017increased$7.3 million, or 44.7%, compared to the three months ended March 31, 2016, primarily due to favorable foreign exchange of $4.5 million and improved volume and mix. Segment loss for the three months ended March 31, 2017 improved by $5.0 million primarily due to continuous improvement and material cost savings, partially offset by commodity pricing pressure.

Liquidity and Capital Resources

Short and Long-Term Liquidity Considerations and Risks

We intend to fund our ongoing working capital, capital expenditures, debt service and other funding requirements through a combination of cash flows from operations, cash on hand, borrowings under our ABL Facility and receivables factoring. The Company utilizes intercompany loans and equity contributions to fund its worldwide operations. There may be country specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 7. “Debt” to the unaudited condensed consolidated financial statements included in Part 1, Item 1 of this Report for additional information.

Based on our current and anticipated levels of operations and the condition in our markets and industry, we believe that our cash flows from operations, cash on hand, borrowings under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital, capital expenditures, debt service and other funding requirements for the next twelve months. However, 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 flow and many factors outside of our control, including the costs of raw materials, the state of the overall automotive industry and financial and economic conditions and other factors.

Cash Flows

Operating Activities. Net cash provided by operations was $3.6 million for the three months ended March 31, 2017, as compared to $27.9 million for the three months ended March 31, 2016. The change was primarily driven by an increased use of cash of $24.4 million related to higher outflows associated with the timing of accounts payable, increased inventory, and higher payments related to incentive compensation and restructuring, partially offset by increased earnings, higher inflows for prepaid expenses and reduced cash paid for taxes.

Investing Activities. Net cash used in investing activities was $58.2 million for both the three months ended March 31, 2017 and 2016. Cash used in financing activities consisted primarily of capital spending of $58.3 million and $55.1 million for the three months ended March 31, 2017 and 2016, respectively. We anticipate that we will spend approximately $165 million to $175 million on capital expenditures in 2017.

Financing Activities. Net cash used in financing activities totaled $12.0 million for the three months ended March 31, 2017, compared to $25.4 million for the three months ended March 31, 2016. The decrease was primarily due to the nonrecurrence of the repurchase of common stock in conjunction with the secondary offering in the three months ended March 31, 2016, and higher taxes withheld and paid on employees’ share-based awards in the three months ended March 31, 2017.

Share Repurchase Program

In March 2016, the Company announced that its Board of Directors approved a securities repurchase program (the “Program”) authorizing the Company to repurchase, in the aggregate, up to $125 million of its outstanding common stock or warrants to purchase common stock. Under the Program, repurchases may be made on the open market or through private

transactions, as determined by the Company’s management and in accordance with prevailing market conditions and federal

securities laws and regulations. The Company expects to fund any future repurchases from cash on hand and future

cash flows from operations. The Company is not obligated to acquire a particular amount of securities, and the Program may be

discontinued at any time at the Company’s discretion. No repurchases were made in the current reporting period under the Program. As of March 31, 2017, we have approximately $101.2 million of repurchase authorization remaining under the Program.

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Non-GAAP Financial Measures

In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:

• because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;

• in developing our internal budgets and forecasts;

• as a significant factor in evaluating our management for compensation purposes;

• in evaluating potential acquisitions;

• in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and

• in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.

In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.

We calculate EBITDA and Adjusted EBITDA by adjusting net income (loss) to eliminate the impact of items we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include:

• they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

• they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, Term Loan Facility and Senior Notes;

• they do not reflect certain tax payments that may represent a reduction in cash available to us;

• although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

• other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.

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The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net income, which is the most comparable financial measure in accordance with U.S. GAAP:

	Three Months Ended March 31,
	2017		2016
	(dollar amounts in thousands)
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706	$	31,323
Income tax expense	11,890		14,766
Interest expense, net of interest income	11,239		9,752
Depreciation and amortization	31,857		30,205
EBITDA	$	96,692	$	86,046
Restructuring charges	9,988		10,832
Impairment charges (1)	4,270		—
Secondary offering underwriting fees and other expenses (2)	—		6,500
Other	—		155
Adjusted EBITDA	$	110,950	$	103,533

(1) Impairment charges related to fixed assets.

(2) Fees and other expenses associated with the March 2016 secondary offering.

Contingencies and Environmental Matters

The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 18. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by references.

Recently Issued Accounting Pronouncements

See Note 1. “Overview” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2017.

Forward Looking Statements

This quarterly report on Form 10-Q 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. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs, and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties and other factors that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: 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; possible variability of our working capital requirements; risks associated with our international operations; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness; 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; manufacturing facility closings

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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 proceedings, claims or investigations against us; work stoppages or other labor disruptions; the ability of our intellectual property to withstand legal challenges; cyber-attacks or other disruptions in our information technology systems; the possible volatility of our annual effective tax rate; the possibility of future impairment charges to our goodwill and long-lived assets; and our dependence on our subsidiaries for cash to satisfy our obligations.

You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

This quarterly report on Form 10-Q 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.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously disclosed in the Company’s 2016 Annual Report.

Item 4.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has evaluated, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Based on that evaluation, the Company’s Chief Executive Officer along with the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

(c) Purchases of Equity Securities By the Issuer and Affiliated Purchasers

On March 14, 2016, the Company announced that its Board of Directors approved a securities repurchase program (the “Program”) authorizing the Company to repurchase, in the aggregate, up to $125 million of its outstanding common stock or warrants to purchase common stock. No repurchases were made in the current reporting period under the Program. Approximately $101.2 million dollar value of shares may yet be purchased under the Program.

During the three months ended March 31, 2017, the Company repurchased shares to satisfy employee tax withholding requirements due upon the vesting of restricted stock awards. The Company repurchased 22 shares at an average price paid per share of $103.88 from January 1, 2017 through January 31, 2017, 18 shares at an average price paid per share of $106.40 from February 1, 2017 through February 28, 2017, and 23 shares at an average price paid per share of $111.07 from March 1, 2017 through March 31, 2017.

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Item 6.        Exhibits

Exhibit No.	Description of Exhibit
10.1*	Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (stock-settled award).
10.2*	Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (cash-settled award).
31.1*	Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
31.2*	Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
32*	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Submitted electronically with the Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COOPER-STANDARD HOLDINGS INC.
May 3, 2017	/S/ MATTHEW W. HARDT
Date	Matthew W. Hardt Chief Financial Officer (Principal Financial Officer)

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
10.1*	Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (stock-settled award).
10.2*	Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (cash-settled award).
31.1*	Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
31.2*	Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
32*	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Submitted electronically with the Report.

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EX-10.1

Exhibit 10.1

COOPER-STANDARD HOLDINGS INC.

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), which relates to a grant of Performance Units (“PUs”) made on ________ (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

RECITALS:

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated (the “Plan”) and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan (the “LTIP”) which are incorporated herein by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the LTIP, as applicable); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the PUs provided for herein to the Participant pursuant to the Plan and the LTIP, and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.    Grant. The Company hereby grants to the Participant _________ PUs on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such PUs are referred to as the “Target PUs.” The Participant’s rights with respect to the PUs will remain forfeitable at all times prior to the date such PUs vest as described in Section 4.

2.    Performance Period and Goals. The vesting of the PUs is subject to the achievement of one or more Performance Goals during the Performance Period.

(a)    Performance Period. The Performance Period for this Award is the three–year period commencing on January 1, 2017 and ending on December 31, 2019.

(b)     Performance Goals. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if 14.9% ROIC is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.

3.    Restrictions on Transfer. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the PUs.

4.    Vesting; Termination of Employment.

Page 1 of 1

(a) Vesting. Except as set forth in subsection (b) or (c), the PUs will be eligible to vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period (and in all events during the calendar year immediately following the end of the Performance Period), the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, the potential number of PUs that will vest will be determined as follows:

If Performance Goal is Met at*:	Target PUs Potential Vesting is:
Threshold (80% of Target)	50%
Target	100%
Maximum (120% of Target)	200%

*If the Performance Goal is achieved between threshold and target, or between target and maximum, the percent of Target PUs that are considered potentially vested will be interpolated.

The Committee may then exercise its discretion, pursuant to Section 5.1 of the LTIP, to adjust the potential number of PUs that are vesting either upwards or downwards, provided that if the Participant is a Covered Employee, then the Committee may only approve a downward adjustment. The total number of PUs, after adjustment (if any), so determined by the Committee shall be considered vested as of the date of such Committee determination (the “Lapse Date”).

(b) Termination of Employment. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the PUs shall be canceled by the Company without consideration; provided that:

(i) upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target PUs shall vest in full on the date of such Employment termination;

(ii) if the Participant’s Employment terminates for Retirement, then a number of PUs equal to (x) the total number of PUs determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of Employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date; and

(iii) in the case of either (i) or (ii), any remaining unvested PUs shall be canceled by the Company without consideration.

(c) Change of Control. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award, and the following will apply:

(i) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Target PUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each

2

PU that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control. Upon termination of the Participant’s Employment (A) by the Company and its Affiliates without Cause or (B) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested in full.

(ii) To the extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of the Change of Control, the Target PUs shall become immediately and fully vested.

    5.    Settlement.

(a) General. Except as otherwise provided in Section 5(b), as soon as practicable after the PUs vest (but in all events during the year immediately following the end of the Performance Period), the Company will settle such vested PUs by making an appropriate book entry in the Participant’s name for a number of Shares equal to the number of PUs that have vested. The Transfer Restrictions applicable to any Shares issued in respect of the PUs shall lapse upon such issuance. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.

(b) Six-Month Delay for Specified Employees. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the PUs become vested as a result of the Participant’s separation from service other than as a result of death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested PUs shall occur on the date that is six months after the date of the Participant’s separation from service to the extent necessary to comply with Code Section 409A.

(c) Restrictions. The Company shall not be liable to the Participant for damages relating to any delays in making an appropriate book entry, or any mistakes or errors in the making of the book entry, provided that the Company shall correct any such errors caused by it. Any such book entry shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may make an appropriate book entry notation to make appropriate reference to such restrictions.

6.    No Voting Rights; Dividend Equivalents. The Participant shall not have voting rights with respect to the Shares underlying the PUs. If any dividends or other distributions are paid with respect to the Shares underlying the PUs the Participant shall be credited with additional performance units equal to the number of Shares that the Participant would have received had the PUs been actual Shares, so long as the applicable record date occurs on or after the Date of Grant and before such PUs are forfeited or settled; and further provided that such performance units shall be deemed PUs subject to the same risk of forfeiture and other terms of

3

this Agreement and the Plan as apply to the PUs to which such dividends or other distributions relate.

7.    No Right to Continued Employment or Future Awards. The granting of the PUs shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the PUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan or the LTIP to the Participant in the future.

8.    Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold any applicable withholding taxes in respect of the PUs and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes, including withholding Shares otherwise deliverable hereunder to satisfy such tax obligations.

9.    Securities Laws. Upon the acquisition of any Shares pursuant to the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

10.    Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.

11.    Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

12.    Performance Units Subject to Plan and LTIP. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The PUs are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan or LTIP, the applicable terms and provisions of the Plan or LTIP will govern.

13.    Recoupment. This Award and the compensation received by the Participant under this Award shall be subject to the terms of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.

14.    Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or results in cancellation of the Award. Notwithstanding

4

the foregoing, the Company need not obtain Participant (or other interested party) consent for (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

15.    Committee Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement, the Plan or the LTIP, and any determination made by the Committee under this Agreement, the Plan or the LTIP, will be final, binding and conclusive.

16.    Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COOPER-STANDARD HOLDINGS INC.

By:

Agreed and acknowledged as of the date first above written:

Participant:

5

EX-10.2

Exhibit 10.2

COOPER-STANDARD HOLDINGS INC.

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), which relates to a grant of Performance Units (“PUs”) made on _____ (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

RECITALS:

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated (the “Plan”) and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan (the “LTIP”) which are incorporated herein by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the LTIP, as applicable); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the PUs provided for herein to the Participant pursuant to the Plan and the LTIP, and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.    Grant. The Company hereby grants to the Participant _________ on the terms and conditions set forth in this Agreement. One hundred percent (100%) of such PUs are referred to as the “Target PUs.” The Participant’s rights with respect to the PUs will remain forfeitable at all times prior to the date such PUs vest as described in Section 4.

2.    Performance Period and Goals. The vesting of the PUs is subject to the achievement of one or more Performance Goals during the Performance Period.

(a)    Performance Period. The Performance Period for this Award is the three–year period commencing on January 1, 2017 and ending on December 31, 2019.

(b)     Performance Goals. The Performance Goal is the Company’s return on invested capital (ROIC) for the three-year Performance Period. The Performance Goal will be met at “target” if 14.9% ROIC is achieved. The Performance Goal will be met at “threshold” if 80% of target performance is met. The Performance Goal will be met at “maximum” if 120% of target performance is met. Performance between threshold and target, or between target and maximum, shall be interpolated.

3.    Restrictions on Transfer. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or otherwise hypothecate or assign the PUs.

4.    Vesting; Termination of Employment.

Page 1 of 1

(a) Vesting. Except as set forth in subsection (b) or (c), the PUs will be eligible to vest only if the Participant continues in Employment with the Company or its Affiliate until the end of the Performance Period. As soon as practical after the end of the Performance Period (and in all events during the calendar year immediately following the end of the Performance Period), the Committee will determine to what extent the Performance Goal has been achieved. Based on such determination, the potential number of PUs that will vest will be determined as follows:

If Performance Goal is Met at*:	Target PUs Potential Vesting is:
Threshold (80% of Target)	50%
Target	100%
Maximum (120% of Target)	200%

*If the Performance Goal is achieved between threshold and target, or between target and maximum, the percent of Target PUs that are considered potentially vested will be interpolated.

The Committee may then exercise its discretion, pursuant to Section 5.1 of the LTIP, to adjust the potential number of PUs that are vesting either upwards or downwards, provided that if the Participant is a Covered Employee, then the Committee may only approve a downward adjustment. The total number of PUs, after adjustment (if any), so determined by the Committee shall be considered vested as of the date of such Committee determination (the “Lapse Date”).

(b) Termination of Employment. If the Participant’s Employment with the Company and its Affiliates terminates for any reason prior to the end of the Performance Period, the PUs shall be canceled by the Company without consideration; provided that:

(i) upon termination of the Participant’s Employment due to the Participant’s death or Disability, the Target PUs shall vest in full on the date of such Employment termination;

(ii) if the Participant’s Employment terminates for Retirement, then a number of PUs equal to (x) the total number of PUs determined pursuant to subsection (a) multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of Employment during the Performance Period and the denominator of which is 1,095, shall vest and no longer be subject to forfeiture as of the Lapse Date; and

(iii) in the case of either (i) or (ii), any remaining unvested PUs shall be canceled by the Company without consideration.

(c) Change of Control. Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in Employment with the Company or its Affiliate, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award, and the following will apply:

(i) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) so agrees, then some or all of the Target PUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Survivor in the Change of Control transaction. If applicable, each

2

PU that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control. Upon termination of the Participant’s Employment (A) by the Company and its Affiliates without Cause or (B) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (or the replacement award) shall immediately become vested in full.

(ii) To the extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of the Change of Control, the Target PUs shall become immediately and fully vested.

    5.    Settlement.

(a) General. Except as otherwise provided in Section 5(b), as soon as practicable after the PUs vest (but in all events during the year immediately following the end of the Performance Period), the Company will settle such vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of PUs that have vested. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.

(b) Six-Month Delay for Specified Employees. Notwithstanding any other provision in the Plan or this Agreement to the contrary, if (i) the PUs become vested as a result of the Participant’s separation from service other than as a result of death, and (ii) the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested PUs shall occur on the date that is six months after the date of the Participant’s separation from service to the extent necessary to comply with Code Section 409A.

6.    No Voting Rights; Dividend Equivalents. The Participant shall not have voting rights with respect to the Shares underlying the PUs. The Participant shall be credited with an amount of cash equivalent to any dividends or other distributions paid with respect to the Shares underlying the PUs, so long as the applicable record date occurs on or after the Date of Grant and before such PUs are forfeited or settled; provided that such cash amounts shall be subject to the same risk of forfeiture and Performance Goals as the PUs to which such amounts relate. If, however, any dividends or other distributions with respect to the Shares underlying the PUs are paid in Shares rather than cash, then the Participant shall be credited with additional performance units equal to the number of Shares that the Participant would have received had the PUs been actual Shares, and such performance units shall be deemed PUs subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the PUs to which such dividends or other distributions relate. Any amounts due to the Participant under this provision shall be paid to the Participant at the same time as payment is made in respect of the PUs to which such dividends or other distributions relate.

3

7.    No Right to Continued Employment or Future Awards. The granting of the PUs shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the PUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan or the LTIP to the Participant in the future.

8.    Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold from amounts otherwise payable hereunder any applicable withholding taxes in respect of the PUs and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes.

9.    Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.

10.    Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

11.    Performance Units Subject to Plan and LTIP. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The PUs are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan or LTIP, the applicable terms and provisions of the Plan or LTIP will govern.

12.    Recoupment. This Award and the compensation received by the Participant under this Award shall be subject to the terms of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.

13.    Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or results in cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

4

14.    Committee Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement, the Plan or the LTIP, and any determination made by the Committee under this Agreement, the Plan or the LTIP, will be final, binding and conclusive.

15.    Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COOPER-STANDARD HOLDINGS INC.

By:

Agreed and acknowledged as of the date first above written:

Participant:

5

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER, PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Jeffrey S. Edwards, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017	By:	/S/ JEFFREY S. EDWARDS
		Jeffrey S. Edwards
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Matthew W. Hardt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017	By:	/S/ MATTHEW W. HARDT
		Matthew W. Hardt
		Chief Financial Officer
		(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the the filing of this quarterly report of Cooper-Standard Holdings Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017, with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017	By:	/S/ JEFFREY S. EDWARDS
		Jeffrey S. Edwards
		Chief Executive Officer
		(Principal Executive Officer)
		/S/ MATTHEW W. HARDT
		Matthew W. Hardt
		Chief Financial Officer
		(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Trading Symbol	CPS
Entity Registrant Name	Cooper-Standard Holdings Inc.
Entity Central Index Key	0001320461
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		17,858,134

XML

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Sales	$ 902,051	$ 862,497
Cost of products sold	731,966	702,673
Gross profit	170,085	159,824
Selling, administration & engineering expenses	87,634	83,458
Amortization of intangibles	3,595	3,278
Impairment charges	4,270	0
Restructuring	9,988	10,832
Other operating loss	0	155
Operating profit	64,598	62,101
Interest expense, net of interest income	(11,239)	(9,752)
Equity in earnings of affiliates	1,675	1,770
Other expense, net	(640)	(7,816)
Income before income taxes	54,394	46,303
Income tax expense	11,890	14,766
Net income	42,504	31,537
Net (income) loss attributable to noncontrolling interests	(798)	(214)
Net income attributable to Cooper-Standard Holdings Inc.	$ 41,706	$ 31,323
Earnings per share
Basic (usd per share)	$ 2.35	$ 1.80
Diluted (usd per share)	$ 2.20	$ 1.67

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net income	$ 42,504	$ 31,537
Currency translation adjustment	10,291	18,327
Benefit plan liabilities, net of tax	(193)	(1,724)
Fair value change of derivatives, net of tax	1,093	(2,075)
Other comprehensive income, net of tax	11,191	14,528
Comprehensive income	53,695	46,065
Comprehensive income attributable to noncontrolling interests	(981)	(275)
Comprehensive income attributable to Cooper-Standard Holdings Inc.	$ 52,714	$ 45,790

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 406,925	$ 480,092
Accounts receivable, net	518,634	460,503
Tooling receivable	101,430	90,974
Inventories	160,587	146,449
Prepaid expenses	34,663	37,142
Other	96,013	81,021
Total current assets	1,318,252	1,296,181
Property, plant and equipment, net	841,371	832,269
Goodwill	167,888	167,441
Intangible assets, net	78,198	81,363
Other assets	101,361	114,448
Total assets	2,507,070	2,491,702
Current liabilities:
Debt payable within one year	33,470	33,439
Accounts payable	483,168	475,426
Payroll liabilities	118,062	144,812
Accrued liabilities	104,353	105,665
Total current liabilities	739,053	759,342
Long-term debt	728,470	729,480
Pension benefits	173,445	172,950
Postretirement benefits other than pensions	54,474	54,225
Other liabilities	42,228	53,914
Total liabilities	1,737,670	1,769,911
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding	0	0
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,825,486 shares issued and 17,856,180 shares outstanding as of March 31, 2017, and 19,686,917 shares issued and 17,690,611 outstanding as of December 31, 2016	18	17
Additional paid-in capital	513,415	513,934
Retained earnings	462,110	425,972
Accumulated other comprehensive loss	(231,555)	(242,563)
Total Cooper-Standard Holdings Inc. equity	743,988	697,360
Noncontrolling interests	25,412	24,431
Total equity	769,400	721,791
Total liabilities and equity	$ 2,507,070	$ 2,491,702

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Cumulative participating convertible preferred stock, dividend rate percentage	7.00%	7.00%
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	19,852,486	19,686,917
Common stock, shares outstanding	17,856,180	17,690,611

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Cooper Standard Holdings Inc Equity [Member]	Noncontrolling Interest [Member]
Beginning balance (shares) at Dec. 31, 2016	17,690,611	17,690,611
Beginning balance at Dec. 31, 2016	$ 721,791	$ 17	$ 513,934	$ 425,972	$ (242,563)	$ 697,360	$ 24,431
Warrant exercise (shares)		21,304
Warrant exercises	580		580			580
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		144,265
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures		$ 1
Share-based compensation, net	(6,666)		(1,099)	(5,568)		(6,666)
Net income	42,504			41,706		41,706	798
Other Comprehensive Income, Net of Tax	$ 11,191				11,008	11,008	183
Ending balance (shares) at Mar. 31, 2017	17,856,180	17,856,180
Ending balance at Mar. 31, 2017	$ 769,400	$ 18	$ 513,415	$ 462,110	$ (231,555)	$ 743,988	$ 25,412

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities:
Net income	$ 42,504	$ 31,537
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	28,262	26,927
Amortization of intangibles	3,595	3,278
Impairment charges	4,270	0
Share-based compensation expense	6,804	4,434
Equity in earnings of affiliates, net of dividends related to earnings	965	1,252
Other	7,661	(362)
Changes in operating assets and liabilities	(90,510)	(39,152)
Net cash provided by operating activities	3,551	27,914
Investing activities:
Capital expenditures	(58,270)	(55,090)
Acquisition of businesses, net of cash acquired	0	(3,020)
Proceeds from sale of fixed assets	33	(127)
Net cash used in investing activities	(58,237)	(58,237)
Financing activities:
Increase in short-term debt, net	142	2,295
Principal payments on long-term debt	(1,836)	(2,436)
Repurchase of common stock	0	(23,800)
Proceeds from exercise of warrants	580	248
Taxes withheld and paid on employees' share based payment awards	(10,740)	(1,714)
Other	(117)	28
Net Cash (used in) provided by financing activities	(11,971)	(25,379)
Effects of exchange rate changes on cash and cash equivalents	(6,510)	(9,464)
Changes in cash and cash equivalents	(73,167)	(65,166)
Cash and cash equivalents at beginning of period	480,092	378,243
Cash and cash equivalents at end of period	$ 406,925	$ 313,077

XML

Overview

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Overview

Overview

Basis of Presentation

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, 2017 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

The Company’s financial statements for the three months ended March 31, 2016 have been recast to reflect the effects of the Company’s adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which was adopted in the second quarter of 2016. The financial statement line items affected were selling, administration & engineering expenses, income tax expense, net income and basic and diluted earnings per share.

Recently Adopted Accounting Pronouncements

In the first quarter of 2017, the Company adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU amended the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value. This new guidance has been adopted prospectively and had an immaterial impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This guidance requires the service cost component of net periodic benefit cost to be recorded in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost must be presented separately outside of operating income. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This guidance will require companies to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, and should be applied on a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Early adoption is permitted at the beginning of an annual period. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments provide guidance on eight specific cash flow issues, thereby reducing diversity in practice. The amendments are effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires companies to use a retrospective transition method upon adoption. The Company has evaluated the issues specified in this guidance, which is consistent with its current treatment, therefore the guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance revises existing U.S. GAAP by requiring lessees to recognize assets and liabilities for all leases (with an exception of short-term leases). This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The new guidance does not change how leases impact the income statement, but does require that substantially all leases be recognized on the balance sheet. Although the Company is in the preliminary phases of assessing the effect of this guidance, it does not believe that this standard will materially impact its consolidated income statement. The Company plans on adopting this ASU effective January 1, 2019 and has yet to determine the effect on its consolidated balance sheet.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance prescribes a single, common revenue standard that replaces most existing revenue recognition guidance in U.S. GAAP. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. Several ASUs have been issued since the issuance of ASU 2014-09. These ASUs, which modify certain sections of ASU 2014-09, are intended to promote a more consistent interpretation and application of the principles outlined in the standard. The guidance is effective January 1, 2018 and permits the use of either the full retrospective or modified retrospective method.

Since the new standard will impact the Company’s business processes, systems and controls, the Company has developed a comprehensive project plan to guide the implementation. This project plan includes analyzing the standard’s impact on the Company’s customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from applying the requirements of the new standard to its contracts. The Company will adopt the guidance effective January 1, 2018 using the modified retrospective method, under which the cumulative effect is recognized in equity at the date of initial application. The Company has yet to determine the effect on its consolidated financial statements, but expects this determination will near completion by the third quarter of 2017. Once the Company adopts the new standard, it does not anticipate that its internal control framework will materially change, but rather that existing internal controls will be modified and augmented, as necessary.

The new standard could impact how the Company accounts for pre-production costs related to long-term supply arrangements, such as reimbursable tooling. Under current guidance, such reimbursements from customers are recorded as cost offsets. Under the new guidance, revenue could potentially be recognized for pre-production activities that are transferred to the customer. During the first quarter of 2017, the FASB performed additional outreach with preparers and other stakeholders related to the accounting for pre-production activities. Since final clarification on the accounting treatment is still outstanding, the Company’s evaluation of pre-production costs is ongoing.

The Company anticipates that under the new guidance it will continue recognizing revenue at a point in time, generally when products are either shipped or delivered. While implementing the new standard, the Company will continue to monitor FASB activities and interpretations of various non-authoritative industry groups.

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Acqusitions

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Acquisitions

Acquisitions

AMI Acquisition

In 2016, the Company acquired the North American fuel and brake business of AMI Industries (the “AMI Business”) for cash consideration of $32,000 (the “AMI Acquisition”). This acquisition directly aligns with the Company’s growth strategy by expanding the Company’s fuel and brake business. The results of operations of the AMI Business are included in the Company’s condensed consolidated financial statements from the date of acquisition, August 15, 2016, and reported within the North America segment. This acquisition was accounted for as a business combination, resulting in the recognition of intangible assets of $19,410 and goodwill of $7,175 in 2016.

Other Acquisitions

In 2016, the Company acquired a business in furtherance of the Company’s China operations. The total purchase price of the acquisition was $5,478, of which $3,020 was paid during the first quarter of 2016 and $2,458 was paid in the third quarter of 2016. The Company recognized $2,972 of goodwill in 2016 as a result of this acquisition.

Also in 2016, the Company obtained control of its 51%-owned joint venture, Shenya Sealing (Guangzhou) Company Limited (“Guangzhou”) through an amendment of the joint venture governing document. This joint venture was previously accounted for as an investment under the equity method. The results of operations of Guangzhou are included in the Company’s consolidated financial statements from the date of consolidation, August 4, 2016, and reported within the Asia Pacific segment. Business combination accounting was completed, resulting in the recognition of intangible assets of $6,605 and goodwill of $9,741 in 2016. There was no gain or loss recognized on the remeasurement of the Company’s equity method investment in Guangzhou.

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Restructuring

3 Months Ended

Mar. 31, 2017

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.

In January 2015, the Company announced its intention to further restructure its European manufacturing footprint based on the then current and anticipated market demands. The total estimated cost of this initiative, which is expected to be substantially completed by the end of 2017, is approximately $120,000 to $125,000, of which approximately $99,000 has been incurred to date. We expect to incur total employee separation costs of approximately $70,000 to $75,000, other related exit costs of approximately $49,000 to $54,000 and non-cash asset impairments related to restructuring activities of approximately $500.

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), other related exit costs and asset impairments related to restructuring activities.

The following table summarizes the restructuring expense by segment for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017		2016
North America	$	—	$	960
Europe	9,289		8,835
Asia Pacific	699		1,037
Total	$	9,988	$	10,832

The following table summarizes the activity for restructuring initiatives for the three months ended March 31, 2017:

	Employee Separation Costs			Other Exit Costs			Total
Balance as of December 31, 2016	$	21,927		$	2,311		$	24,238
Expense	6,754			3,234			9,988
Cash payments	(14,253		)	(3,295		)	(17,548		)
Foreign exchange translation and other	509			(133		)	376
Balance as of March 31, 2017	$	14,937		$	2,117		$	17,054

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Inventories

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories were comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017		December 31, 2016
Finished goods	$	45,925	$	43,511
Work in process	37,015		32,839
Raw materials and supplies	77,647		70,099
	$	160,587	$	146,449

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property, Plant and Equipment

Property, plant and equipment was comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Land and improvements	$	67,868		$	71,002
Buildings and improvements	272,123			265,824
Machinery and equipment	900,612			864,337
Construction in progress	154,139			153,924
	1,394,742			1,355,087
Accumulated depreciation	(553,371		)	(522,818		)
Property, plant and equipment, net	$	841,371		$	832,269

Impairment of Long-Lived Assets

Due to the Company’s decision to divest two of its inactive European sites, the Company recorded impairment charges of $4,270 in the three months ended March 31, 2017. Fair value was determined based on current real estate market conditions.

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Goodwill and Intangibles

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2017 are summarized as follows:

	North America		Europe		Asia Pacific		Total
Balance as of December 31, 2016	$	121,996	$	10,753	$	34,692	$	167,441
Foreign exchange translation	30		128		289		447
Balance as of March 31, 2017	$	122,026	$	10,881	$	34,981	$	167,888

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three months ended March 31, 2017.

Intangible Assets

The following table presents intangible assets and accumulated amortization balances of the Company as of March 31, 2017 and December 31, 2016, respectively:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	135,029	$	(76,374	)	$	58,655
Developed technology	8,801		(8,568		)	233
Other	21,367		(2,057		)	19,310
Balance as of March 31, 2017	$	165,197	$	(86,999	)	$	78,198
Customer relationships	$	134,918	$	(73,088	)	$	61,830
Developed technology	8,762		(8,386		)	376
Other	20,965		(1,808		)	19,157
Balance as of December 31, 2016	$	164,645	$	(83,282	)	$	81,363

Amortization expense is estimated to be approximately $14,000 for the year ending December 31, 2017.

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Debt

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Debt

Debt

Outstanding debt consisted of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Senior Notes	$	393,147		$	393,060
Term Loan	332,240			332,827
Other borrowings	36,553			37,032
Total debt	761,940			762,919
Less current portion	(33,470		)	(33,439		)
Total long-term debt	$	728,470		$	729,480

5.625% Senior Notes due 2026

In November 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on November 15, 2026. Interest on the Senior Notes is payable semi-annually in arrears in cash on May 15 and November 15 of each year, commencing on May 15, 2017.

Debt issuance costs related to the Senior Notes are amortized into interest expense over the term of the Senior Notes. As of March 31, 2017 and December 31, 2016, the Company has $6,853 and $6,940 of unamortized debt issuance costs, respectively, related to the Senior Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets.

Term Loan Facility

Also in November 2016, the Company entered into Amendment No. 1 to its senior term loan facility (“Term Loan Facility”), which provides for loans in an aggregate principal amount of $340,000. Subject to certain conditions, the Term Loan Facility, without the consent of the then existing lenders (but subject to the receipt of commitments), may be expanded (or a new term loan or revolving facility added) by an amount that will not cause the consolidated secured net debt ratio to exceed 2.25 to 1.00 plus $400,000 plus any voluntary prepayments, including the senior asset-based revolving credit facility (“ABL Facility”) to the extent commitments are reduced, not funded from proceeds of long-term indebtedness. The Term Loan Facility matures on November 2, 2023, unless earlier terminated.

Borrowings under the Term Loan Facility bear interest, at the borrower’s option, at either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75%, plus 2.75% per annum, or (2) with respect to base rate loans, the base rate (which is the highest of the then current federal funds rate plus 0.5%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%), plus 1.75% per annum.

As of March 31, 2017 and December 31, 2016, the Company had $4,192 and $4,352 of unamortized debt issuance costs, respectively, and $2,718 and $2,821 of unamortized original issue discount, respectively, related to the Term Loan Facility, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the Term Loan Facility.

Subsequent Event

On May 2, 2017, the Company entered into Amendment No. 2 to its Term Loan Facility to modify the interest rate, which provides for (1) with respect to Eurodollar rate loans, the greater of the Eurodollar rate and 0.75%, plus 2.25% from 2.75% per annum, or (2) with respect to base rate loans, the base rate plus 1.25% from 1.75% per annum.

ABL Facility

In November 2016, the Company entered into a $210,000 Third Amended and Restated Loan Agreement of its ABL Facility.

The ABL Facility provides for an aggregate revolving loan availability of up to $210,000, subject to borrowing base availability, including a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $310,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. As of March 31, 2017, there were no borrowings under the ABL Facility, and subject to borrowing base availability, the Company had $199,409 in availability, less outstanding letters of credit of $19,308.

Any borrowings under our ABL Facility will mature, and the commitments of the lenders under our ABL Facility will terminate, on November 2, 2021.

As of March 31, 2017 and December 31, 2016, the Company had $1,617 and $1,706, respectively, of unamortized debt issuance costs related to the ABL Facility, which are presented in other assets in the condensed consolidated balance sheets.

Debt Covenants

The Company was in compliance with all covenants of the Senior Notes, Term Loan Facility and ABL Facility, as of March 31, 2017.

Other

Other borrowings reflect borrowings under capital leases, local bank lines and accounts receivable factoring sold with recourse classified in debt payable within one year on the condensed consolidated balance sheets.

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Fair Value Measurements and Financial Instruments

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements and Financial Instruments

Fair Value Measurements and Financial Instruments

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy is utilized, which prioritizes the inputs used in measuring fair value as follows:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency and interest rate derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, are shown below:

	March 31, 2017			December 31, 2016			Input
Forward foreign exchange contracts - other current assets	$	1,482		$	764		Level 2
Forward foreign exchange contracts - accrued liabilities	(419		)	(535		)	Level 2
Interest rate swaps - other current assets	5			6			Level 2
Interest rate swaps - other assets	2			2			Level 2
Interest rate swaps - accrued liabilities	(1,805		)	(2,458		)	Level 2
Interest rate swaps - other liabilities	(392		)	(661		)	Level 2

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information on assets and liabilities measured at fair value on a nonrecurring basis see Note 2. “Acquisitions,” Note 3. “Restructuring,” Note 5. “Property, Plant and Equipment” and Note 6. “Goodwill and Intangible Assets.”

Items Not Carried At Fair Value

Fair values of the Company’s debt instruments are shown below:

	March 31, 2017		December 31, 2016
Aggregate fair value	$	738,998	$	735,850
Aggregate carrying value (1)	$	739,150	$	740,000

⁽¹⁾ Excludes the impact of unamortized debt issuance costs and unamortized original issue discount.

Fair values were based on quoted market prices and are classified within Level 1 of the fair value hierarchy.

Derivative Instruments and Hedging Activities

The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting. Certain foreign exchange contracts that do not qualify for hedge accounting are entered into hedge recognized foreign currency transactions. All gains or losses on derivative instruments which are not designated for hedge accounting treatment or do not qualify for hedge accounting, or result from hedge ineffectiveness, are reported in earnings.

The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the cash flow hedges. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in the cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities. The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts.

Cash Flow Hedges

Forward Foreign Exchange Contracts—The Company uses forward contracts to mitigate the potential volatility to earnings and cash flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, the Mexican Peso, and the Brazilian Real. As of March 31, 2017, the notional amount of these contracts was $173,771 and consisted of hedges of transactions up to March 2018.

Interest rate swaps - The Company uses interest rate swap transactions to manage cash flow variability associated with its variable rate Term Loan Facility. The interest rate swap contracts, which fix the interest payments of variable rate debt instruments, are used to manage exposure to fluctuations in interest rates. As of March 31, 2017, the notional amount of these contracts was $300,000 with maturities through September 2018. The fair market value of all outstanding interest rate swap contracts is subject to changes in value due to changes in interest rates.

Pretax amounts related to the Company’s cash flow hedges that were recognized in accumulated other comprehensive income (loss) (“AOCI”) are shown below:

	Gain (loss) recognized in AOCI
	Three Months Ended March 31,
	2017		2016
Foreign currency derivatives	$	941	$	(2,232	)
Interest rate swaps	126		(1,658		)
Total	$	1,067	$	(3,890	)

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI are shown below:

		Gain (loss) reclassified from AOCI to income (effective portion)						Gain (loss) reclassified from AOCI to income (ineffective portion)
		Three Months Ended March 31,						Three Months Ended March 31,
	Location	2017			2016			2017		2016
Foreign currency derivatives	Cost of products sold	$	121		$	(209	)	$	—	$	—
Interest rate swaps	Interest expense, net of interest income	(794		)	(795		)	85		—
Total		$	(673	)	$	(1,004	)	$	85	$	—

The amount of losses to be reclassified from AOCI into income in the next twelve months related to the interest rate swap is expected to be approximately $1,800.

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Accounts Receivable Factoring

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Accounts Receivable Factoring

Accounts Receivable Factoring

As a part of its working capital management, the Company sells certain receivables through third party financial institutions with and without recourse. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. The Company continues to service the receivables. These are permitted transactions under the Company’s credit agreement governing the ABL Facility, the Term Loan Facility and the Senior Notes.

As of March 31, 2017 and December 31, 2016, the Company had $80,617 and $57,497, respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored without recourse was $148,924 and $133,297 for the three months ended March 31, 2017 and 2016, respectively. Costs incurred on the sale of receivables were $455 and $487 for the three months ended March 31, 2017 and 2016, respectively. These amounts are recorded in other expense, net and interest expense, net of interest income in the condensed consolidated statements of net income.

As of March 31, 2017 and December 31, 2016, the Company had $5,217 and $5,014, respectively, outstanding under receivable transfer agreements with recourse. The secured borrowings are recorded in debt payable within one year, and receivables are pledged equal to the balance of the borrowings. The total amount of accounts receivable factored with recourse was $7,651 and $6,894 for the three months ended March 31, 2017 and 2016, respectively. Costs incurred on the sale of receivables were $26 and $12 for the three months ended March 31, 2017 and 2016, respectively. These amounts are recorded in other expense, net and interest expense, net of interest income in the condensed consolidated statements of net income.

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Pension and Postretirement Benefits other than Pensions

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Pension and Postretirement Benefits other than Pensions

Pension and Postretirement Benefits Other Than Pensions

The following tables disclose the components of net periodic benefit (income) cost for the three months ended March 31, 2017 and 2016 for the Company’s defined benefit plans and other postretirement benefit plans:

	Pension Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	204		$	939		$	202		$	847
Interest cost	2,925			1,056			3,145			1,247
Expected return on plan assets	(4,003		)	(657		)	(3,959		)	(769		)
Amortization of prior service cost and actuarial loss	468			696			429			547
Net periodic benefit (income) cost	$	(406	)	$	2,034		$	(183	)	$	1,872

	Other Postretirement Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	79		$	104		$	90		$	90
Interest cost	324			170			346			164
Amortization of prior service credit and actuarial gain	(479		)	(4		)	(507		)	(15		)
Other	1			—			1			—
Net periodic benefit (income) cost	$	(75	)	$	270		$	(70	)	$	239

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Other Expense, Net

3 Months Ended

Mar. 31, 2017

Other Income and Expenses [Abstract]

Other (Expense) Income, Net

Other Expense, Net

The components of other expense, net are as follows:

	Three Months Ended March 31,
	2017			2016
Foreign currency losses	$	(672	)	$	(1,689	)
Secondary offering underwriting fees	—			(5,900		)
Losses on sales of receivables	(218		)	(227		)
Miscellaneous income	250			—
Other expense, net	$	(640	)	$	(7,816	)

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Income Taxes

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company is required to determine its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company is also required to record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.

The effective tax rate for the three months ended March 31, 2017 and 2016 was 22% and 32%, respectively. The effective tax rate for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 was lower primarily due to increased discrete tax adjustments for excess tax benefits on share-based compensation. The income tax rate for the three months ended March 31, 2017 varies from statutory rates primarily due to the impact of income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, income tax incentives, excess tax benefits related to share-based compensation and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized.

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Net Income Per Share Attributable to Cooper-Standard Holdings Inc.

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Net Income Per Share Attributable to Cooper-Standard Holdings Inc.

Net Income Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net income per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net income attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net income available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the dilutive effect of common stock equivalents, using the average share price during the period.

A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below:

	Three Months Ended March 31,
	2017		2016
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706	$	31,323	(1)
Increase in fair value of share-based awards	18		—
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders	$	41,724	$	31,323	(1)
Basic weighted average shares of common stock outstanding	17,742,994		17,442,364
Dilutive effect of common stock equivalents	1,229,556		1,304,236		(1)
Diluted weighted average shares of common stock outstanding	18,972,550		18,746,600
Basic net income per share attributable to Cooper-Standard Holdings Inc.	$	2.35	$	1.80	(1)
Diluted net income per share attributable to Cooper-Standard Holdings Inc.	$	2.20	$	1.67	(1)

⁽¹⁾ Amounts were recast to reflect the adoption of ASU 2016-09 in the second quarter of 2016. See Note 16.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2017 and 2016, net of related tax, are as follows:

	Three Months Ended March 31, 2017
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2016	$	(143,481	)		$	(97,612	)		$	(1,470	)		$	(242,563	)
Other comprehensive income (loss) before reclassifications	10,108			(1)	(657		)	(2)	726			(3)	10,177
Amounts reclassified from accumulated other comprehensive income (loss)	—				464			(4)	367			(5)	831
Balance as of March 31, 2017	$	(133,373	)		$	(97,805	)		$	(377	)		$	(231,555	)

(1) Includes $4,242 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $29.

(3) Net of tax expense of $341. See Note 8.

(4) Includes actuarial losses of $732, offset by prior service credits of $84, net of tax of $184. See Note 10.

(5) Net of tax benefit of $221. See Note 8.

	Three Months Ended March 31, 2016
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2015	$	(130,661	)		$	(84,124	)		$	(2,280	)		$	(217,065	)
Other comprehensive income (loss) before reclassifications	18,266			(1)	(2,069		)	(2)	(2,748		)	(3)	13,449
Amounts reclassified from accumulated other comprehensive income (loss)	—				345			(4)	673			(5)	1,018
Balance as of March 31, 2016	$	(112,395	)		$	(85,848	)		$	(4,355	)		$	(202,598	)

(1) Includes $9,019 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $121.

(3) Net of tax benefit of $1,142. See Note 8.

(4) Includes actuarial losses of $553, offset by prior service credits of $82, net of tax of $126. See Note 10.

(5) Net of tax benefit of $331. See Note 8.

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Common Stock

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Common Stock

Common Stock

Secondary Offering and Stock Repurchase

In March 2016, certain selling stockholders affiliated with Silver Point Capital, L.P., Oak Hill Advisors, L.P. and Capital World Investors (the “Selling Stockholders”) sold 2,278,031 shares, including overallotments, of the Company’s common stock at a public offering price of $68.00 per share, in a secondary public offering. Of the 2,278,031 shares sold in the offering, 350,000 shares were purchased by the Company for $23,800. The Company paid the underwriting discounts and commissions payable on the shares sold by the Selling Stockholders, excluding the shares the Company repurchased, resulting in $5,900 of fees incurred for the three months ended March 31, 2016, which is included in other expense, net in the condensed consolidated statement of net income. The Company also incurred approximately $600 of other expenses related to legal and audit services for the three months ended March 31, 2016, which is included in selling, administration & engineering expenses in the condensed consolidated statement of net income. The Company did not sell or receive any proceeds from the sales of shares by the Selling Stockholders.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

The 2011 Cooper-Standard Holdings Inc. Omnibus Incentive Plan (the “Omnibus Plan”) allows for the grant of various types of share-based awards to key employees and directors of the Company and its affiliates. The Company generally awards grants on an annual basis.

In February 2017, the Company granted Restricted Stock Units (“RSUs”), Performance Units (“PUs”) and stock options. The RSUs cliff vest after three years, the PUs cliff vest at the end of their three-year performance period, and the stock options vest ratably over three years. The number of PUs that will vest depends on the Company’s achievement of target performance goals related to the Company’s return on invested capital (“ROIC”), which may range from 0% to 200% of the target award amount. The grant-date fair value of the RSUs and PUs was determined using the closing price of the Company’s common stock on the date of grant. The grant-date fair value of the stock options was determined using the Black-Scholes option pricing model.

During the three months ended March 31, 2017, the Company paid $4,296 of cash to settle PUs that vested in February 2017. Total compensation expense recognized was $6,804 and $4,434 for the three months ended March 31, 2017 and 2016, respectively.

In the second quarter of 2016, the Company early adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The provisions related to forfeitures were adopted on the modified retrospective basis to record actual forfeitures as they occur in the consolidated financial statements, and the impact from adoption resulted in a cumulative effect adjustment of $473 to retained earnings as of January 1, 2016. Provisions related to income taxes and forfeitures were adopted prospectively from January 1, 2016, and resulted in a tax benefit of $787 and additional share-based compensation expense of $63 for the three months ended March 31, 2016. Provisions related to the statement of cash flows have been adopted prospectively and resulted in the recognition of excess tax benefits in cash provided by operating activities instead of financing activities.

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Related Party Transactions

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Sales to Nishikawa Cooper LLC (“NISCO”), a 40%-owned joint venture accounted for as an investment under the equity method, totaled $9,312 and $8,564 for the three months ended March 31, 2017 and 2016, respectively. Purchases from NISCO were $190 and $76 for the three months ended March 31, 2017 and 2016, respectively.

The Company received dividends from unconsolidated affiliates of $2,640 and $3,022 for the three months ended March 31, 2017 and 2016, respectively, all of which was related to earnings.

In March 2016, as part of the secondary offering, the Company paid $5,900 of fees incurred on behalf of the Selling Stockholders as defined in Note 15. “Common Stock.”

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company is periodically involved in claims, litigation and various legal matters that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of March 31, 2017, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. As of March 31, 2017 and December 31, 2016, the undiscounted reserve for environmental investigation and remediation was approximately $5,390 and $5,490, respectively. The Company does not believe that the environmental liabilities associated with its current and former properties will have a material adverse impact on its financial condition, results of operations or cash flows; however, no assurances can be given in this regard.

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Segment Reporting

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Segment Reporting Disclosure

Segment Reporting

The Company has determined that it operates in four reportable segments, North America, Europe, Asia Pacific and South America. The Company’s principal products within each of these segments are sealing, fuel and brake delivery, fluid transfer and anti-vibration systems. The Company evaluates segment performance based on segment profit before tax. The results of each segment include certain allocations for general, administrative, interest and other shared costs.

The following tables detail information on the Company’s reportable segments:

	Three Months Ended March 31,
	2017			2016
Sales to external customers
North America	$	484,238		$	449,701
Europe	261,506			269,326
Asia Pacific	132,591			127,079
South America	23,716			16,391
Consolidated	$	902,051		$	862,497
Intersegment sales
North America	$	3,598		$	3,649
Europe	3,581			3,351
Asia Pacific	831			1,319
South America	2			2
Eliminations	(8,012		)	(8,321		)
Consolidated	$	—		$	—
Segment profit (loss)
North America	$	62,281		$	54,233
Europe	(8,559		)	(2,608		)
Asia Pacific	3,477			2,500
South America	(2,805		)	(7,822		)
Consolidated income before income taxes	$	54,394		$	46,303

	March 31, 2017		December 31, 2016
Segment assets
North America	$	1,005,052	$	985,809
Europe	536,960		582,385
Asia Pacific	589,393		611,849
South America	49,372		46,125
Eliminations and other	326,293		265,534
Consolidated	$	2,507,070	$	2,491,702

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Overview (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, 2017 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

The Company’s financial statements for the three months ended March 31, 2016 have been recast to reflect the effects of the Company’s adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which was adopted in the second quarter of 2016. The financial statement line items affected were selling, administration & engineering expenses, income tax expense, net income and basic and diluted earnings per share.

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

In the first quarter of 2017, the Company adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU amended the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value. This new guidance has been adopted prospectively and had an immaterial impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This guidance requires the service cost component of net periodic benefit cost to be recorded in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost must be presented separately outside of operating income. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This guidance will require companies to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, and should be applied on a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Early adoption is permitted at the beginning of an annual period. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments provide guidance on eight specific cash flow issues, thereby reducing diversity in practice. The amendments are effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires companies to use a retrospective transition method upon adoption. The Company has evaluated the issues specified in this guidance, which is consistent with its current treatment, therefore the guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance revises existing U.S. GAAP by requiring lessees to recognize assets and liabilities for all leases (with an exception of short-term leases). This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The new guidance does not change how leases impact the income statement, but does require that substantially all leases be recognized on the balance sheet. Although the Company is in the preliminary phases of assessing the effect of this guidance, it does not believe that this standard will materially impact its consolidated income statement. The Company plans on adopting this ASU effective January 1, 2019 and has yet to determine the effect on its consolidated balance sheet.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance prescribes a single, common revenue standard that replaces most existing revenue recognition guidance in U.S. GAAP. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. Several ASUs have been issued since the issuance of ASU 2014-09. These ASUs, which modify certain sections of ASU 2014-09, are intended to promote a more consistent interpretation and application of the principles outlined in the standard. The guidance is effective January 1, 2018 and permits the use of either the full retrospective or modified retrospective method.

Since the new standard will impact the Company’s business processes, systems and controls, the Company has developed a comprehensive project plan to guide the implementation. This project plan includes analyzing the standard’s impact on the Company’s customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from applying the requirements of the new standard to its contracts. The Company will adopt the guidance effective January 1, 2018 using the modified retrospective method, under which the cumulative effect is recognized in equity at the date of initial application. The Company has yet to determine the effect on its consolidated financial statements, but expects this determination will near completion by the third quarter of 2017. Once the Company adopts the new standard, it does not anticipate that its internal control framework will materially change, but rather that existing internal controls will be modified and augmented, as necessary.

The new standard could impact how the Company accounts for pre-production costs related to long-term supply arrangements, such as reimbursable tooling. Under current guidance, such reimbursements from customers are recorded as cost offsets. Under the new guidance, revenue could potentially be recognized for pre-production activities that are transferred to the customer. During the first quarter of 2017, the FASB performed additional outreach with preparers and other stakeholders related to the accounting for pre-production activities. Since final clarification on the accounting treatment is still outstanding, the Company’s evaluation of pre-production costs is ongoing.

The Company anticipates that under the new guidance it will continue recognizing revenue at a point in time, generally when products are either shipped or delivered. While implementing the new standard, the Company will continue to monitor FASB activities and interpretations of various non-authoritative industry groups.

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2017

Restructuring and Related Activities [Abstract]

Summary of Activity of Restructuring

The following table summarizes the restructuring expense by segment for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017		2016
North America	$	—	$	960
Europe	9,289		8,835
Asia Pacific	699		1,037
Total	$	9,988	$	10,832

Schedule of Restructuring Reserve by Type of Cost

The following table summarizes the activity for restructuring initiatives for the three months ended March 31, 2017:

	Employee Separation Costs			Other Exit Costs			Total
Balance as of December 31, 2016	$	21,927		$	2,311		$	24,238
Expense	6,754			3,234			9,988
Cash payments	(14,253		)	(3,295		)	(17,548		)
Foreign exchange translation and other	509			(133		)	376
Balance as of March 31, 2017	$	14,937		$	2,117		$	17,054

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Inventories (Tables)

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories were comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017		December 31, 2016
Finished goods	$	45,925	$	43,511
Work in process	37,015		32,839
Raw materials and supplies	77,647		70,099
	$	160,587	$	146,449

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment was comprised of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Land and improvements	$	67,868		$	71,002
Buildings and improvements	272,123			265,824
Machinery and equipment	900,612			864,337
Construction in progress	154,139			153,924
	1,394,742			1,355,087
Accumulated depreciation	(553,371		)	(522,818		)
Property, plant and equipment, net	$	841,371		$	832,269

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Goodwill and Intangibles (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Carrying Amount of Goodwill by Reportable Operating Segment

The changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2017 are summarized as follows:

	North America		Europe		Asia Pacific		Total
Balance as of December 31, 2016	$	121,996	$	10,753	$	34,692	$	167,441
Foreign exchange translation	30		128		289		447
Balance as of March 31, 2017	$	122,026	$	10,881	$	34,981	$	167,888

Intangible Assets and Accumulated Amortization Balances

The following table presents intangible assets and accumulated amortization balances of the Company as of March 31, 2017 and December 31, 2016, respectively:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	135,029	$	(76,374	)	$	58,655
Developed technology	8,801		(8,568		)	233
Other	21,367		(2,057		)	19,310
Balance as of March 31, 2017	$	165,197	$	(86,999	)	$	78,198
Customer relationships	$	134,918	$	(73,088	)	$	61,830
Developed technology	8,762		(8,386		)	376
Other	20,965		(1,808		)	19,157
Balance as of December 31, 2016	$	164,645	$	(83,282	)	$	81,363

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Debt (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Outstanding Debt

Outstanding debt consisted of the following as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Senior Notes	$	393,147		$	393,060
Term Loan	332,240			332,827
Other borrowings	36,553			37,032
Total debt	761,940			762,919
Less current portion	(33,470		)	(33,439		)
Total long-term debt	$	728,470		$	729,480

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Fair Value Measurements and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Hierarchy Level for Company's Liabilities Measured

Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, are shown below:

	March 31, 2017			December 31, 2016			Input
Forward foreign exchange contracts - other current assets	$	1,482		$	764		Level 2
Forward foreign exchange contracts - accrued liabilities	(419		)	(535		)	Level 2
Interest rate swaps - other current assets	5			6			Level 2
Interest rate swaps - other assets	2			2			Level 2
Interest rate swaps - accrued liabilities	(1,805		)	(2,458		)	Level 2
Interest rate swaps - other liabilities	(392		)	(661		)	Level 2

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

Fair values of the Company’s debt instruments are shown below:

	March 31, 2017		December 31, 2016
Aggregate fair value	$	738,998	$	735,850
Aggregate carrying value (1)	$	739,150	$	740,000

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

Pretax amounts related to the Company’s cash flow hedges that were recognized in accumulated other comprehensive income (loss) (“AOCI”) are shown below:

	Gain (loss) recognized in AOCI
	Three Months Ended March 31,
	2017		2016
Foreign currency derivatives	$	941	$	(2,232	)
Interest rate swaps	126		(1,658		)
Total	$	1,067	$	(3,890	)

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI are shown below:

		Gain (loss) reclassified from AOCI to income (effective portion)						Gain (loss) reclassified from AOCI to income (ineffective portion)
		Three Months Ended March 31,						Three Months Ended March 31,
	Location	2017			2016			2017		2016
Foreign currency derivatives	Cost of products sold	$	121		$	(209	)	$	—	$	—
Interest rate swaps	Interest expense, net of interest income	(794		)	(795		)	85		—
Total		$	(673	)	$	(1,004	)	$	85	$	—

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Pension and Postretirement Benefits other than Pensions (Tables)

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans

The following tables disclose the components of net periodic benefit (income) cost for the three months ended March 31, 2017 and 2016 for the Company’s defined benefit plans and other postretirement benefit plans:

	Pension Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	204		$	939		$	202		$	847
Interest cost	2,925			1,056			3,145			1,247
Expected return on plan assets	(4,003		)	(657		)	(3,959		)	(769		)
Amortization of prior service cost and actuarial loss	468			696			429			547
Net periodic benefit (income) cost	$	(406	)	$	2,034		$	(183	)	$	1,872

	Other Postretirement Benefits
	Three Months Ended March 31,
	2017						2016
	U.S.			Non-U.S.			U.S.			Non-U.S.
Service cost	$	79		$	104		$	90		$	90
Interest cost	324			170			346			164
Amortization of prior service credit and actuarial gain	(479		)	(4		)	(507		)	(15		)
Other	1			—			1			—
Net periodic benefit (income) cost	$	(75	)	$	270		$	(70	)	$	239

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Other Expense, Net (Tables)

3 Months Ended

Mar. 31, 2017

Other Income and Expenses [Abstract]

Details of Components of Other Income Expense, Net

The components of other expense, net are as follows:

	Three Months Ended March 31,
	2017			2016
Foreign currency losses	$	(672	)	$	(1,689	)
Secondary offering underwriting fees	—			(5,900		)
Losses on sales of receivables	(218		)	(227		)
Miscellaneous income	250			—
Other expense, net	$	(640	)	$	(7,816	)

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Net Income Per Share Attributable to Cooper-Standard Holdings Inc. (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Basic and diluted net income per share attributable

A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below:

	Three Months Ended March 31,
	2017		2016
Net income attributable to Cooper-Standard Holdings Inc.	$	41,706	$	31,323	(1)
Increase in fair value of share-based awards	18		—
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders	$	41,724	$	31,323	(1)
Basic weighted average shares of common stock outstanding	17,742,994		17,442,364
Dilutive effect of common stock equivalents	1,229,556		1,304,236		(1)
Diluted weighted average shares of common stock outstanding	18,972,550		18,746,600
Basic net income per share attributable to Cooper-Standard Holdings Inc.	$	2.35	$	1.80	(1)
Diluted net income per share attributable to Cooper-Standard Holdings Inc.	$	2.20	$	1.67	(1)

⁽¹⁾ Amounts were recast to reflect the adoption of ASU 2016-09 in the second quarter of 2016. See Note 16.

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2017 and 2016, net of related tax, are as follows:

	Three Months Ended March 31, 2017
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2016	$	(143,481	)		$	(97,612	)		$	(1,470	)		$	(242,563	)
Other comprehensive income (loss) before reclassifications	10,108			(1)	(657		)	(2)	726			(3)	10,177
Amounts reclassified from accumulated other comprehensive income (loss)	—				464			(4)	367			(5)	831
Balance as of March 31, 2017	$	(133,373	)		$	(97,805	)		$	(377	)		$	(231,555	)

(1) Includes $4,242 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $29.

(3) Net of tax expense of $341. See Note 8.

(4) Includes actuarial losses of $732, offset by prior service credits of $84, net of tax of $184. See Note 10.

(5) Net of tax benefit of $221. See Note 8.

	Three Months Ended March 31, 2016
	Cumulative currency translation adjustment				Benefit plan liabilities				Fair value change of derivatives				Total
Balance as of December 31, 2015	$	(130,661	)		$	(84,124	)		$	(2,280	)		$	(217,065	)
Other comprehensive income (loss) before reclassifications	18,266			(1)	(2,069		)	(2)	(2,748		)	(3)	13,449
Amounts reclassified from accumulated other comprehensive income (loss)	—				345			(4)	673			(5)	1,018
Balance as of March 31, 2016	$	(112,395	)		$	(85,848	)		$	(4,355	)		$	(202,598	)

(1) Includes $9,019 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.

(2) Net of tax benefit of $121.

(3) Net of tax benefit of $1,142. See Note 8.

(4) Includes actuarial losses of $553, offset by prior service credits of $82, net of tax of $126. See Note 10.

(5) Net of tax benefit of $331. See Note 8.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Information on Company's Business Segments

The following tables detail information on the Company’s reportable segments:

	Three Months Ended March 31,
	2017			2016
Sales to external customers
North America	$	484,238		$	449,701
Europe	261,506			269,326
Asia Pacific	132,591			127,079
South America	23,716			16,391
Consolidated	$	902,051		$	862,497
Intersegment sales
North America	$	3,598		$	3,649
Europe	3,581			3,351
Asia Pacific	831			1,319
South America	2			2
Eliminations	(8,012		)	(8,321		)
Consolidated	$	—		$	—
Segment profit (loss)
North America	$	62,281		$	54,233
Europe	(8,559		)	(2,608		)
Asia Pacific	3,477			2,500
South America	(2,805		)	(7,822		)
Consolidated income before income taxes	$	54,394		$	46,303

	March 31, 2017		December 31, 2016
Segment assets
North America	$	1,005,052	$	985,809
Europe	536,960		582,385
Asia Pacific	589,393		611,849
South America	49,372		46,125
Eliminations and other	326,293		265,534
Consolidated	$	2,507,070	$	2,491,702

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Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016	Dec. 31, 2016	Aug. 15, 2016	Aug. 04, 2016
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired	$ 0		$ 3,020
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Goodwill, Acquired During Period				$ 2,972
Acquisition of businesses, net of cash acquired		$ 2,458	$ 3,020
Total Payments to Acquire Businesses, Gross				5,478
North America [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		$ 32,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill					$ 19,410
Goodwill, Acquired During Period				7,175
Guangzhou [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill						$ 6,605
Goodwill, Other Increase (Decrease)				$ 9,741
Equity Method Investment, Ownership Percentage				51.00%

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Restructuring - Additional Information (Detail) - Europe Facilities [Member] $ in Thousands	Mar. 31, 2017 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Cost Incurred to Date	$ 99,000
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	120,000
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	125,000
Employee Separation Costs [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	70,000
Employee Separation Costs [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	75,000
Other Exit Costs [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	49,000
Other Exit Costs [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	54,000
Asset Impairments [Member]
Restructuring Cost and Reserve [Line Items]
Estimated restructuring cost for initiative	$ 500

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Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 9,988	$ 10,832
North America [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring	0	960
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring	9,289	8,835
Asia Pacific [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 699	$ 1,037

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Restructuring - Summary of Activity of Restructuring (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	$ 24,238
Restructuring	9,988	$ 10,832
Cash payments	(17,548)
Foreign exchange translation and other	376
Restructuring Reserve, Ending Balance	17,054
Employee Separation Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	21,927
Restructuring	6,754
Cash payments	(14,253)
Foreign exchange translation and other	509
Restructuring Reserve, Ending Balance	14,937
Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	2,311
Restructuring	3,234
Cash payments	(3,295)
Foreign exchange translation and other	(133)
Restructuring Reserve, Ending Balance	$ 2,117

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Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Finished goods	$ 45,925	$ 43,511
Work in process	37,015	32,839
Raw materials and supplies	77,647	70,099
Inventories	$ 160,587	$ 146,449

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Land and improvements	$ 67,868	$ 71,002
Buildings and Improvements, Gross	272,123	265,824
Machinery and Equipment, Gross	900,612	864,337
Construction in Progress, Gross	154,139	153,924
Property, Plant and Equipment, Gross	1,394,742	1,355,087
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(553,371)	(522,818)
Property, plant and equipment, net	$ 841,371	$ 832,269

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Property, Plant and Equipment Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Impairment charges	$ 4,270	$ 0

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Goodwill and Intangibles - Additional Information (Detail) $ in Thousands	Dec. 31, 2017 USD ($)
Scenario, Forecast [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Amortization Expenses	$ 14,000

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Goodwill and Intangibles - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 167,441
Foreign exchange translation	447
Goodwill, Ending Balance	167,888	$ 167,441
North America [Member]
Goodwill [Line Items]
Goodwill, Acquired During Period		7,175
Goodwill [Roll Forward]
Goodwill, Beginning Balance	121,996
Foreign exchange translation	30
Goodwill, Ending Balance	122,026	121,996
Europe [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	10,753
Foreign exchange translation	128
Goodwill, Ending Balance	10,881	10,753
Asia Pacific [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	34,692
Foreign exchange translation	289
Goodwill, Ending Balance	$ 34,981	$ 34,692

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Goodwill and Intangibles - Intangible Assets and Accumulated Amortization Balances (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 165,197	$ 164,645
Accumulated Amortization	(86,999)	(83,282)
Net Carrying Amount	78,198	81,363
Customer relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	135,029	134,918
Accumulated Amortization	(76,374)	(73,088)
Net Carrying Amount	58,655	61,830
Developed technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,801	8,762
Accumulated Amortization	(8,568)	(8,386)
Net Carrying Amount	233	376
Other [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	21,367	20,965
Accumulated Amortization	(2,057)	(1,808)
Net Carrying Amount	$ 19,310	$ 19,157

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Debt - Outstanding Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Senior Notes	$ 393,147	$ 393,060
Term loan	332,240	332,827
Other borrowings	36,553	37,032
Total debt	761,940	762,919
Less current portion	(33,470)	(33,439)
Total long-term debt	$ 728,470	$ 729,480

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Debt - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Senior Notes [Member]
Credit Facilities [Line Items]
Debt Instrument, Face Amount		$ 400,000
Debt Instrument, Interest Rate, Stated Percentage		5.625%
Debt Instrument, Maturity Date		Nov. 15, 2026
Unamortized Debt Issuance Expense		$ 6,853	$ 6,940
Medium-term Notes [Member]
Credit Facilities [Line Items]
Debt Instrument, Face Amount		$ 340,000
Debt Instrument, Maturity Date		Nov. 02, 2023
Unamortized Debt Issuance Expense		$ 4,192	4,352
Debt Instrument, Interest Rate Terms		either (1) with respect to Eurodollar rate loans, the greater of the applicable Eurodollar rate and 0.75%, plus 2.75% per annum, or (2) with respect to base rate loans, the base rate (which is the highest of the then current federal funds rate plus 0.5%, the prime rate most recently announced by the administrative agent under the term loan, and the one-month Eurodollar rate plus 1.0%), plus 1.75% per annum
Debt Instrument, Unamortized Discount		$ 2,718	2,821
Revolving Credit Facility [Member]
Credit Facilities [Line Items]
Unamortized Debt Issuance Expense		1,617	$ 1,706
Line of Credit Facility, Commitment Amount		210,000
Letter of credit sub-facility		100,000
Swing line sub-facility		25,000
Uncommitted incremental loan facility		100,000
Line of Credit Facility, Maximum Borrowing Capacity		310,000
Line of Credit Facility, Current Borrowing Capacity		199,409
Letters of credit outstanding		$ 19,308
Subsequent Event [Member] | Medium-term Notes [Member]
Credit Facilities [Line Items]
Debt Instrument, Interest Rate Terms	(1) with respect to Eurodollar rate loans, the greater of the Eurodollar rate and 0.75%, plus 2.25% from 2.75% per annum, or (2) with respect to base rate loans, the base rate plus 1.25% from 1.75% per annum

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Fair Value Measurements and Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) - Level 2 [Member] - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Other Current Assets [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Forward foreign exchange contract asset	$ 1,482	$ 764
Interest rate swap asset	5	6
Accrued Liabilities [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Forward foreign exchange contract liability	(419)	(535)
Interest rate swap liability	(1,805)	(2,458)
Other Assets [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swap asset	2	2
Other Liabilities [Member]
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swap liability	$ (392)	$ (661)

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Fair Value Measurements and Financial Instruments Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value of Debt Instruments [Abstract]
Long-term Debt, Fair Value	$ 738,998	$ 735,850
Long-term Debt, Gross	$ 739,150	$ 740,000

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Fair Value Measurements and Financial Instruments Gains (losses) on Cash Flow Hedges Reported in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Unrealized Gain (Loss) on Foreign Currency Derivatives, Net, before Tax	$ 941	$ (2,232)
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)	126	(1,658)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	$ 1,067	$ (3,890)

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Fair Value Measurements and Financial Instruments Reclassifications out of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	$ 121	$ (209)
Gain (Loss) on Foreign Currency Cash Flow Hedge Ineffectiveness	0	0
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(794)	(795)
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness	85	0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(673)	(1,004)
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net	$ 85	$ 0

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Fair Value Measurements and Financial Instruments - Additional Information (Detail) - Cash Flow Hedging [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Foreign Exchange Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Notional Amount	$ 173,771
Derivative, Maturity Date	Mar. 31, 2018
Interest Rate Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Notional Amount	$ 300,000
Derivative, Maturity Date	Sep. 30, 2018
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	$ 1,800

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Accounts Receivable Factoring - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Receivables [Abstract]
Amount outstanding under accounts receivable transfer agreements without recourse	$ 80,617		$ 57,497
Total amount of accounts receivable factored without recourse	148,924	$ 133,297
Costs incurred on sale of receivables without recourse	455	487
Amount outstanding under accounts receivable transfer agreements with recourse	$ 5,217		$ 5,014
Secured debt maturity period	1 year
Total amount of accounts receivable factored with recourse	$ 7,651	6,894
Costs incurred on sale of receivables with recourse	$ 26	$ 12

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Pension and Postretirement Benefits other than Pensions - Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
U.S. Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	$ 204	$ 202
Interest cost	2,925	3,145
Expected return on plan assets	(4,003)	(3,959)
Amortization of prior service cost and actuarial loss	468	429
Net periodic benefit (income) cost	(406)	(183)
Non-U.S. Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	939	847
Interest cost	1,056	1,247
Expected return on plan assets	(657)	(769)
Amortization of prior service cost and actuarial loss	696	547
Net periodic benefit (income) cost	2,034	1,872
U.S. Other Postretirement Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	79	90
Interest cost	324	346
Amortization of prior service cost and actuarial loss	(479)	(507)
Other	1	1
Net periodic benefit (income) cost	(75)	(70)
Non-U.S. Other Postretirement Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost	104	90
Interest cost	170	164
Amortization of prior service cost and actuarial loss	(4)	(15)
Other	0	0
Net periodic benefit (income) cost	$ 270	$ 239

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Other Expense, Net - Details of Components of Other Income Expense, Net (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other Income and Expenses [Abstract]
Foreign currency losses	$ (672)	$ (1,689)
Secondary offering underwriting fees	0	(5,900)
Losses on sales of receivables	(218)	(227)
Miscellaneous income	250	0
Other expense, net	$ (640)	$ (7,816)

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Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Effective tax rate	22.00%	32.00%

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Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Basic and Diluted Net Income Per Share Attributable (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Net income attributable to Cooper-Standard Holdings Inc.	$ 41,706	$ 31,323
Increase (decrease) in fair value of share-based awards	18	0
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders	$ 41,724	$ 31,323
Basic weighted average shares of common stock outstanding	17,742,994	17,442,364
Dilutive effect of common stock equivalents	1,229,556	1,304,236
Diluted weighted average shares of common stock outstanding	18,972,550	18,746,600
Basic net income per share attributable to Cooper-Standard Holdings Inc. (usd per share)	$ 2.35	$ 1.80
Diluted net income per share attributable to Cooper-Standard Holdings Inc. (usd per share)	$ 2.20	$ 1.67

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Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	$ (242,563)
Ending Balance	(231,555)
Cumulative currency translation adjustment [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(143,481)	$ (130,661)
Other comprehensive income (loss) before reclassifications	10,108	18,266
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
Ending Balance	(133,373)	(112,395)
Benefit plan liabilities [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(97,612)	(84,124)
Other comprehensive income (loss) before reclassifications	(657)	(2,069)
Amounts reclassified from accumulated other comprehensive income (loss)	464	345
Ending Balance	(97,805)	(85,848)
Fair value change of derivatives [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(1,470)	(2,280)
Other comprehensive income (loss) before reclassifications	726	(2,748)
Amounts reclassified from accumulated other comprehensive income (loss)	367	673
Ending Balance	(377)	(4,355)
Accumulated other comprehensive loss [Member]
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items]
Beginning Balance	(242,563)	(217,065)
Other comprehensive income (loss) before reclassifications	10,177	13,449
Amounts reclassified from accumulated other comprehensive income (loss)	831	1,018
Ending Balance	$ (231,555)	$ (202,598)

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Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Additional Information) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	$ 4,242	$ (9,019)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, before Reclassification Adjustments, Tax	29	121
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	341	(1,142)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax	(732)	(553)
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax	(84)	(82)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax	184	126
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	$ (221)	$ (331)

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Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Equity, Class of Treasury Stock [Line Items]
Secondary Offering Shares Sold By Selling Stockholders	2,278,031
Treasury Stock Acquired, Average Cost Per Share	$ 68.00
Secondary offering underwriting fees		$ 0	$ 5,900
Professional Fees			$ 600
Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock (shares)	350,000
Cooper Standard Holdings Inc Equity [Member]
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock	$ 23,800

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Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-Based Compensation, Performance Units, vesting percentage based on Return on Invested Capital, low end of range	0.00%
Share-Based Compensation, Performance Units, vesting percentage based on Return on Invested Capital, high end of range	200.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid	$ 4,296
Allocated Share-based Compensation Expense	$ 6,804	$ 4,434
Cumulative Effect of New Accounting Principle in Period of Adoption		473
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income		787
Selling, General and Administrative Expenses [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income		$ (63)

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Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Related Party Transaction Due From To Related Party [Line Items]
Proceeds from Equity Method Investment, Dividends or Distributions	$ 2,640	$ 3,022
Secondary offering underwriting fees	$ 0	5,900
Nisco [Member]
Related Party Transaction Due From To Related Party [Line Items]
Equity Method Investment, Ownership Percentage	40.00%
Sales to related party	$ 9,312	8,564
Related Party Transaction, Purchases from Related Party	$ 190	$ 76

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Commitments and Contingencies Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Accrual for Environmental Loss Contingencies	$ 5,390	$ 5,490

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Segment Reporting - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2017 Segment
Segment Reporting [Abstract]
Number of reportable segments	4

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Segment Reporting - Information on Company's Business Segments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Sales to external customers	$ 902,051	$ 862,497
Intersegment sales	0	0
Segment profit (loss)	54,394	46,303
Segment assets	2,507,070		$ 2,491,702
Reportable Geographical Components [Member] | North America [Member]
Segment Reporting Information [Line Items]
Sales to external customers	484,238	449,701
Intersegment sales	3,598	3,649
Segment profit (loss)	62,281	54,233
Segment assets	1,005,052		985,809
Reportable Geographical Components [Member] | Europe [Member]
Segment Reporting Information [Line Items]
Sales to external customers	261,506	269,326
Intersegment sales	3,581	3,351
Segment profit (loss)	(8,559)	(2,608)
Segment assets	536,960		582,385
Reportable Geographical Components [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Sales to external customers	132,591	127,079
Intersegment sales	831	1,319
Segment profit (loss)	3,477	2,500
Segment assets	589,393		611,849
Reportable Geographical Components [Member] | South America [Member]
Segment Reporting Information [Line Items]
Sales to external customers	23,716	16,391
Intersegment sales	2	2
Segment profit (loss)	(2,805)	(7,822)
Segment assets	49,372		46,125
Eliminations and other [Member]
Segment Reporting Information [Line Items]
Intersegment sales	(8,012)	$ (8,321)
Segment assets	$ 326,293		$ 265,534