Cooper-Standard Holdings Inc

Previous wording

The global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle demand and production. Business conditions may vary significantly from period to period or region to region. In 2022, global automotive production was negatively impacted by broad supply chain challenges, labor market disruptions and other lingering impacts of the COVID-19 pandemic. In 2023, light vehicle production showed resilience and strong growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels. This resilience and growth was despite continued uncertainty in the global economy created by continued inflation, rising interest rates and increased geopolitical tension in key regions of the world. In 2024, we expect production growth will moderate as inventory levels ramp slowly higher, interest rates remain relatively high, and the geopolitical tensions driving global economic uncertainty persist.

Current wording

The global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle demand and production. Business conditions may vary significantly from period to period or region to region. In 2022, global automotive production was negatively impacted by broad supply chain challenges, labor market disruptions and other lingering impacts of the COVID-19 pandemic. In 2023, light vehicle production showed resilience and strong growth, supported by sustained consumer demand and OEM efforts to replenish depleted inventory levels. This resilience and growth was despite continued uncertainty in the global economy created by continued inflation, rising interest rates and increased geopolitical tension in key regions of the world. In 2024, light vehicle production has slowed modestly as inventory levels continue to ramp slowly higher, interest rates remain relatively high, and the geopolitical tensions driving global economic uncertainty persist.

Previous wording

In North America, U.S. consumer confidence has increased from 2023 levels but remains well below pre-pandemic historical averages. Slowing inflation and the Federal Reserve Board’s pause on policy rate actions have been key drivers of improved consumer sentiment. Uncertainty regarding the upcoming elections and the timing of potential interest rate cuts by the Federal Reserve have served to soften consumer sentiment. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 2.6 percent, 1.3 percent and 2.2 percent, respectively, in 2024.

Current wording

In North America, U.S. consumer confidence has increased from 2023 levels but remains well below pre-pandemic historical averages. Slowing inflation and the Federal Reserve Board’s recent policy rate actions have been key drivers of improved consumer sentiment. However, uncertainty regarding the upcoming elections, the timing and magnitude of further interest rate cuts by the Federal Reserve, and increasing consumer debt continue to weigh on economic activity. Economists at the International Monetary Fund (IMF) are expecting the economies of the United States, Canada and Mexico to grow by 2.8 percent, 1.3 percent and 1.5 percent, respectively, in 2024.

Previous wording

In Europe, lower inflation and more stable energy costs are supporting stronger household consumption. Momentum in the services sector and the economy has slowly increased in the first half of the year. Uncertainty related to ongoing geopolitical tension and the war in Ukraine continues, however, and remain a constraining factor to overall economic activity. In the current uncertain environment, economists at the IMF are expecting the economy in the Eurozone region to grow by approximately 0.9 percent in 2024.

Current wording

In Europe, lower inflation and more stable energy costs are supporting stronger household consumption. Momentum in the services sector slowly increased in the first half of the year and export activity has been improving. Uncertainty related to ongoing geopolitical tension and the war in Ukraine continues, however, and remains a constraining factor to overall economic growth. In the current uncertain environment, economists at the IMF are expecting the economy in the Eurozone region to grow by approximately 0.8 percent in 2024.

Previous wording

In the Asia Pacific region, China’s post-COVID-19 economy has been burdened by a protracted property crisis, weak consumer and business confidence, and mounting local government debts. In the first half of 2024, however, China’s economy has been buoyed by a rebound in private consumption and strong exports. As a result, economists at the IMF are expecting the Chinese economy to grow at a more modest 5.0 percent in 2024.

Current wording

In the Asia Pacific region, China’s post-COVID-19 economy has been burdened by a protracted property crisis, weak consumer and business confidence, and mounting local government debts. However, China’s economy has been buoyed by a new round of government stimulus actions, a rebound in private consumption and strong exports. Net of these factors, economists at the IMF are expecting the growth rate of the Chinese economy to slow modestly to 4.8 percent in 2024.

Previous wording

In South America, the Brazilian economy has started the first half of the year strong with an increase in the minimum wage and a continuing strong labor market contributing to consumer demand. Despite these drivers, inflation has stabilized slightly above target levels set by the Brazilian central bank. As a result, economists at the IMF are now estimating the Brazilian economy will grow 2.1 percent in 2024.

Current wording

In South America, the Brazilian economy has been strengthened by an increase in the minimum wage and a continuing strong labor market contributing to consumer demand. In addition, economic disruptions from seasonal flooding have been less than expected and inflation has stabilized slightly above target levels set by the Brazilian central bank. As a result, economists at the IMF are now estimating the Brazilian economy will grow 3.0 percent in 2024.

Previous wording

Light vehicle production by region for the three and six months ended June 30, 2024 and 2023 was as follows:

Current wording

Light vehicle production by region for the three and nine months ended September 30, 2024 and 2023 was as follows:

Previous wording

Despite improved production in 2023 and the first half of 2024, overall vehicle inventory and expected production levels remain below pre-pandemic historical averages, with the exception of higher inventories of battery electric vehicles. Current industry forecasts suggest global light vehicle production in 2024 will be slightly lower than full year 2023, followed by modest growth in 2025 and 2026. Actual production volumes have varied and may further vary from forecasted levels due to a number of factors including, but not limited to, consumer demand, the regulatory environment, incentives offered and industry competitiveness. The electric vehicle segment has been particularly challenged with regard to production volumes meeting forecasted levels.

Current wording

Current industry forecasts suggest global light vehicle production in 2024 will be slightly lower than full year 2023, followed by modest growth in 2025 and 2026. The anticipated growth in 2025 and 2026 is expected to be driven primarily by production increases in China, South Asia and South America. Actual production volumes have varied and may further vary from forecasted levels due to a number of factors including, but not limited to, consumer demand, the regulatory environment, incentives offered and industry competitiveness. The electric vehicle segment has been particularly challenged with regard to production volumes meeting forecasted levels.

Previous wording

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Since 2020, market prices for key raw materials, such as steel, aluminum, and oil-derived commodities, experienced a period of extreme volatility, which led to significant cost increases for our business. In response, we worked with our customers to implement or expand index-based commercial agreements that have enabled us to partially recover incremental material costs incurred and significantly reduce our exposure and risk related to commodity price fluctuations going forward. Global commodity markets and pricing have stabilized to a large degree in 2024, and material cost impacts on our results for the six months ended June 30, 2024 were relatively small.

Current wording

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Since 2020, market prices for key raw materials, such as steel, aluminum, and oil-derived commodities, experienced a period of extreme volatility, which led to significant cost increases for our business. In response, we worked with our customers to implement or expand index-based commercial agreements that have enabled us to partially recover incremental material costs incurred and significantly reduce our exposure and risk related to commodity price fluctuations going forward. Global commodity markets and pricing have stabilized to a large degree in 2024, and material cost impacts on our results for the nine months ended September 30, 2024 were relatively small.

Previous wording

Sales for the three months ended June 30, 2024 decreased 2.1% compared to the three months ended June 30, 2023. The decrease in sales was driven by the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, and the negative impact of foreign exchange. The decrease was partially offset by favorable volume and mix, net of customer price adjustments including recoveries.

Current wording

Sales for the three months ended September 30, 2024 decreased 6.9% compared to the three months ended September 30, 2023. The decrease in sales was driven by unfavorable volume and mix, net of customer price adjustments including recoveries, the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, and the negative impact of foreign exchange.

Previous wording

Cost of products sold is primarily comprised of materials, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. Materials comprise the largest component of our cost of products sold and represented approxim ately 51% and 52%oftotal cost of products sold for the three months ended June 30, 2024 and 2023, respectively. The change in cost of products sold was impacted by favorable volume and mix, manufacturing and purchasing savings through lean initiatives and lower energy costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.

Current wording

Cost of products sold is primarily comprised of materials, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. Materials comprise the largest component of our cost of products sold and represented approxim ately 51% oftotal cost of products sold for each of the three months ended September 30, 2024 and September 30, 2023. The change in cost of products sold was impacted by manufacturing and purchasing savings through lean initiatives, the impact of savings from our restructuring initiative in the current year, lower material input costs, and the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, partially offset by unfavorable volume and mix, net of recoveries, unfavorable foreign exchange, and higher inflation of labor and overhead.

Previous wording

Gross profit for the three months ended June 30, 2024 increased $5.2 million compared to the three months ended June 30, 2023. The change was driven by favorable volume and mix, net of customer price adjustments including recoveries, manufacturing and purchasing savings through lean initiatives and lower energy costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.

Current wording

Gross profit for the three months ended September 30, 2024 decreased $30.2 million compared to the three months ended September 30, 2023. The change was driven by unfavorable volume and mix, net of customer price adjustments including recoveries, higher inflation of labor and overhead, unfavorable foreign exchange, and the impact of the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, partially offset by manufacturing and purchasing savings through lean initiatives, the impact of savings from our restructuring initiative in the current year, and lower material input costs.

Previous wording

Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the three months ended June 30, 2024 were $52.4 million, or 7.4% of sales, compared to $54.6 million, or 7.5% of sales, for the three months ended June 30, 2023. The decrease was primarily due to lower compensation-related costs and foreign exchange.

Current wording

Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the three months ended September 30, 2024 were $49.7 million, or 7.3% of sales, compared to $49.8 million, or 6.8% of sales, for the three months ended September 30, 2023. The increase as a percentage of sales was primarily due to higher compensation-related costs and foreign exchange.

Previous wording

Interest Expense, Net. Net interest expense for the three months ended June 30, 2024 decreased $5.4 million compared to the three months ended June 30, 2023, primarily due to a decrease in payment-in-kind interest on our Third Lien Notes. We elected to pay the third and fourth interest payments, due June 15, 2024 and December 15, 2024, respectively, in cash at the lower 5.625% Cash Pay interest rate as opposed to accruing for interest at the higher 10.625% PIK rate.

Current wording

Interest Expense, Net. Net interest expense for the three months ended September 30, 2024 decreased $4.7 million compared to the three months ended September 30, 2023, primarily due to a decrease in payment-in-kind interest on our Third Lien Notes. We elected to pay the third and fourth interest payments, due June 15, 2024 and December 15, 2024, respectively, in cash at the lower 5.625% Cash Pay interest rate as opposed to accruing for interest at the higher 10.625% PIK rate.

Previous wording

Pension Settlement Charge. A one-time, non-cash pension settlement charge of $46.8 million was incurred in the six months ended June 30, 2024 related to the termination of the aforementioned U.S. pension plan. See Note 8. “Pension and Postretirement Benefits Other Than Pensions” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Current wording

Pension Settlement Credit. A pension settlement credit of $2.2 million was recorded in the three months ended September 30, 2024 due to a refund of plan assets received from the insurance company administering the group annuity contract related to the termination of the aforementioned U.S. pension plan. See Note 9. “Pension and Postretirement Benefits Other Than Pensions” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Previous wording

Other Expense, Net. Other expense, net, for the three months ended June 30, 2024 increased $2.6 million compared to the three months ended June 30, 2023, primarily due to the unfavorable impact of foreign currency exchange, partially offset by a decrease in periodic benefit cost other than service cost.

Current wording

Other Expense, Net. Other expense, net, for the three months ended September 30, 2024 increased $2.0 million compared to the three months ended September 30, 2023, primarily due to the unfavorable impact of foreign currency exchange, partially offset by a decrease in periodic benefit cost other than service cost.

Previous wording

Income Tax Expense. Income tax expense for the three months ended June 30, 2024 was $8.1 million on losses before income taxes of $68.1 million compared to an income tax expense of $4.8 million on losses before income taxes of $23.7 million for the three months ended June 30, 2023. The effective tax rate for the three months ended June 30, 2024 differed from the effective tax rate for the three months ended June 30, 2023 primarily due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustments to uncertain tax positions, and other permanent items.

Current wording

Income Tax Expense. Income tax expense for the three months ended September 30, 2024 was $2.9 million on losses before income taxes of $8.0 million compared to an income tax expense of $4.3 million on earnings before income taxes of $15.7 million for the three months ended September 30, 2023. The effective tax rate for the three months ended September 30, 2024 differed from the effective tax rate for the three months ended September 30, 2023 primarily due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustments to uncertain tax positions, and other permanent items.

Previous wording

Sales for the six months ended June 30, 2024 decreased 1.5%, compared to the six months ended June 30, 2023. The decrease in sales was driven by the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, and the negative impact of foreign exchange. The decrease was partially offset by favorable volume and mix, net of customer price adjustments including recoveries.

Current wording

Sales for the nine months ended September 30, 2024 decreased 3.4%, compared to the nine months ended September 30, 2023. The decrease in sales was driven by the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, unfavorable volume and mix, net of customer price adjustments including recoveries, and the negative impact of foreign exchange.

Previous wording

The Company’s material portion of cost of products sold was approximately 51% and 52% of total cost of products sold for the six months ended June 30, 2024 and 2023, respectively. The change in cost of products sold was impacted by favorable volume and mix, manufacturing and purchasing savings through lean initiatives and lower energy costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.

Current wording

The Company’s material portion of cost of products sold was approximately 51% and 52% of total cost of products sold for the nine months ended September 30, 2024 and 2023, respectively. The change in cost of products sold was impacted by favorable manufacturing and purchasing savings through lean initiatives, the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, the impact of savings from our restructuring initiative in the current year, lower volume and mix, net of recovery, and lower material input costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange .

Previous wording

Gross profit for the six months ended June 30, 2024 increased 20.9% compared to the six months ended June 30, 2023. The change was driven by favorable volume and mix, net of customer price adjustments including recoveries, manufacturing and purchasing savings through lean initiatives and lower energy costs, partially offset by higher inflation of labor and overhead, and unfavorable foreign exchange.

Current wording

Gross profit for the nine months ended September 30, 2024 decreased 2.3% compared to the nine months ended September 30, 2023. The change was driven by unfavorable foreign exchange, higher inflation of labor and overhead, unfavorable volume and mix, net of customer price adjustments including recoveries and the divestiture of our European technical rubber products business and a joint venture in the Asia Pacific region in the prior year, partially offset by manufacturing and purchasing savings through lean initiatives, the impact of savings from our restructuring initiative in the current year and lower material input costs.

Previous wording

Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses for the six months ended June 30, 2024 were $107.8 million, or 7.8% of sales, compared to $106.7 million, or 7.6% of sales for the six months ended June 30, 2023. The increase was primarily due to higher compensation-related costs, partially offset by foreign exchange.

Current wording

Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses for the nine months ended September 30, 2024 were $157.5 million, or 7.6% of sales, compared to $156.5 million, or 7.3% of sales for the nine months ended September 30, 2023. The increase was primarily due to higher compensation-related costs and foreign exchange.

Previous wording

Restructuring Charges. Restructuring charges for the three months ended June 30, 2024 increased $9.3 million compared to the three months ended June 30, 2023. The increase was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024. See Note 3. “Restructuring” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Current wording

Restructuring Charges. Restructuring charges for the nine months ended September 30, 2024 increased $7.5 million compared to the nine months ended September 30, 2023. The increase was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024. See Note 4. “Restructuring” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Previous wording

Impairment Charges. Impairment charges for the six months ended June 30, 2023, primarily related to nonrecurring impairments of certain assets in Asia Pacific in the prior year.

Current wording

Impairment Charges. Impairment charges for the nine months ended September 30, 2023 primarily related to nonrecurring impairments of certain assets in Asia Pacific in the prior year.

Previous wording

Interest Expense, Net. Net interest expense for the six months ended June 30, 2024 decreased $6.3 million compared to the six months ended June 30, 2023, primarily due to a decrease in payment-in-kind interest on our Third Lien Notes. We elected to pay the third and fourth interest payments, due June 15, 2024 and December 15, 2024, respectively, in cash at the lower 5.625% Cash Pay interest rate as opposed to accruing for interest at the higher 10.625% PIK rate.

Current wording

Interest Expense, Net. Net interest expense for the nine months ended September 30, 2024 decreased $11.0 million compared to the nine months ended September 30, 2023, primarily due to a decrease in payment-in-kind interest on our Third Lien Notes. We elected to pay the third and fourth interest payments, due June 15, 2024 and December 15, 2024, respectively, in cash at the lower 5.625% Cash Pay interest rate as opposed to accruing for interest at the higher 10.625% PIK rate.

Previous wording

Loss on Refinancing and Extinguishment of Debt. Loss on refinancing and extinguishment of debt for the six months ended June 30, 2023 was $81.9 million which resulted from certain fees and the partial write off of new and unamortized debt issuance costs and unamortized original issue discount related to refinancing transactions that occurred in 2023.

Current wording

Loss on Refinancing and Extinguishment of Debt. Loss on refinancing and extinguishment of debt for the nine months ended September 30, 2023 was $81.9 million which resulted from certain fees and the partial write off of new and unamortized debt issuance costs and unamortized original issue discount related to refinancing transactions that occurred in 2023.

Previous wording

Pension Settlement Charge. A one-time, non-cash pension settlement charge of $46.8 million was incurred in the three months ended June 30, 2024 related to the termination of the aforementioned U.S. pension plan. See Note 8. “Pension and Postretirement Benefits Other Than Pensions” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Current wording

Pension Settlement Charge. A one-time, non-cash pension settlement charge of $44.6 million was incurred in the nine months ended September 30, 2024 related to the termination of the aforementioned U.S. pension plan. See Note 9. “Pension and Postretirement Benefits Other Than Pensions” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Previous wording

Other Expense, Net. Other expense, net for the six months ended June 30, 2024 increased $2.2 million compared to the six months ended June 30, 2023, primarily due to the unfavorable impact of foreign currency exchange, partially offset by a decrease in periodic benefit cost other than service cost.

Current wording

Other Expense, Net. Other expense, net for the nine months ended September 30, 2024 increased $4.2 million compared to the nine months ended September 30, 2023, primarily due to the unfavorable impact of foreign currency exchange, partially offset by a decrease in periodic benefit cost other than service cost.

Previous wording

Income Tax Expense. Income tax expense for the six months ended June 30, 2024 was $12.2 million on losses before income taxes of $95.3 million compared to income tax expense of $5.1 million on losses before income taxes of $154.4 million for the six months ended June 30, 2023. The effective tax rate for the six months ended June 30, 2024 differed primarily from the effective tax rate for the six months ended June 30, 2023 due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustment to uncertain tax positions, and other permanent items.

Current wording

Income Tax Expense. Income tax expense for the nine months ended September 30, 2024 was $15.1 million on losses before income taxes of $103.3 million compared to income tax expense of $9.5 million on losses before income taxes of $138.7 million for the nine months ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2024 differed primarily from the effective tax rate for the nine months ended September 30, 2023 due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, adjustment to uncertain tax positions, and other permanent items.

Previous wording

Fluid handling systems. The variance due to volume and mix, including customer price adjustments, was driven by improved customer recoveries and higher customer volumes. The unfavorable foreign currency exchange impact was driven by a $6.7 million impact of the Mexican Peso, $1.4 million impact of the Costa Rican Colon, $1.0 million impact of the Brazilian Real, and $0.7 million unfavorable impact of all other currencies. The cost decreases were primarily driven by $6.1 million of favorable manufacturing and purchasing savings through lean initiatives, and $0.6 million of all other operational costs, partially offset by $5.2 million of general inflation costs (including salary, transportation, and other costs).

Current wording

Sealing systems. The variance due to volume and mix, including customer price adjustments, was driven by lower customer volumes and lower customer recoveries. The unfavorable foreign currency exchange impact was driven by a $3.9 million impact of the Brazilian Real, $3.4 million impact of the Chinese Renminbi and $0.7 million unfavorable impact of all other currencies.

Previous wording

Fluid handling systems. The variance due to volume and mix, including customer price adjustments, was driven by improved customer recoveries, partially offset by lower customer volumes. The unfavorable foreign currency exchange impact was driven by a $1.7 million impact of the Korean Won, $1.6 million impact of the Chinese Renminbi, and $0.1 million unfavorable impact of all other currencies.

Current wording

Fluid handling systems. The variance due to volume and mix, including customer price adjustments, was driven by lower customer volumes and lower customer recoveries. The unfavorable foreign currency exchange impact was driven by a $2.4 million impact of the Korean Won, $1.4 million impact of the Brazilian Real, and $0.9 million unfavorable impact of all other currencies.

Previous wording

Operating Activities. Net cash used in operations was $26.2 million for the six months ended June 30, 2024, compared to net cash provided by operations of $17.2 million for the six months ended June 30, 2023. The net change was primarily due to changes in net working capital balances, partially offset by higher cash earnings.

Current wording

Operating Activities. Net cash provided by operations was $1.6 million for the nine months ended September 30, 2024, compared to net cash provided by operations of $37.6 million for the nine months ended September 30, 2023. The net change was primarily due to changes in net working capital balances.

Previous wording

Investing Activities. Net cash used in investing activities was $27.8 million for the six months ended June 30, 2024, compared to net cash used in investing activities of $45.1 million for the six months ended June 30, 2023. The net change was primarily due to lower capital expenditures. We expect to continue initiatives to reduce overall capital spending and anticipate that we will spend approximately $50.0 to $60.0 million on capital expenditures in 2024.

Current wording

Investing Activities. Net cash used in investing activities was $38.7 million for the nine months ended September 30, 2024, compared to net cash used in investing activities of $47.5 million for the nine months ended September 30, 2023. The net change was primarily due to lower capital expenditures. We expect to continue initiatives to reduce overall capital spending and anticipate that we will spend approximately $45.0 to $50.0 million on capital expenditures in 2024.

Previous wording

Financing Activities. Net cash used in financing activities totaled $3.5 million for the six months ended June 30, 2024, compared to net cash used in financing activities of $79.0 million for the six months ended June 30, 2023. The net change was primarily due to the impact of refinancing transactions that occurred in 2023.

Current wording

Financing Activities. Net cash used in financing activities totaled $6.8 million for the nine months ended September 30, 2024, compared to net cash provided by financing activities of $39.4 million for the nine months ended September 30, 2023. The net change was primarily due to $120.0 million of borrowings drawn on our revolving credit facility in 2023, partially offset by the impact of the Refinancing Transactions in 2023.

Previous wording

In June 2018, our Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by us and in accordance with prevailing market conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions, changes in tax laws and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program became effective in November 2018. As of June 30, 2024, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the six months ended June 30, 2024 or 2023.

Current wording

In June 2018, our Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by us and in accordance with prevailing market conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions, changes in tax laws and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program became effective in November 2018. As of September 30, 2024, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the nine months ended September 30, 2024 or 2023.

Previous wording

In the third quarter of 2023, we designated Liveline Technologies, Inc. (“Liveline”) an unrestricted subsidiary under the terms of certain of its debt agreements, but Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline incurred a net loss of $0.7 million and $0.4 million during the three months and six months ended June 30, 2024, respectively. As of June 30, 2024, Liveline had less than $0.1 million of gross assets, and will rely on Cooper Standard for necessary funding until it is able to sustain itself through sales of its products and services.

Current wording

In the third quarter of 2023, we designated Liveline Technologies, Inc. (“Liveline”) an unrestricted subsidiary under the terms of certain of its debt agreements, but Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline incurred a net loss of $1.3 million and $1.7 million during the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, Liveline had less than $0.1 million of gross assets, and will rely on Cooper Standard for necessary funding until it is able to sustain itself through sales of its products and services.

Previous wording

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

Current wording

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

Previous wording

(2)Loss on refinancing and extinguishment of debt relating to refinancing transactions in 2023.

Current wording

(3)Loss on refinancing and extinguishment of debt relating to refinancing transactions in 2023.

Previous wording

(3)One-time, non-cash pension settlement charge and administrative fees incurred related to the termination of our U.S. Pension Plan.

Current wording

(4)Pension credit and one-time, non-cash pension settlement charge and administrative fees incurred related to the termination of our U.S. pension plan.

Previous wording

There have been no significant changes in our critical accounting estimates during the six months ended June 30, 2024.

Current wording

There have been no significant changes in our critical accounting estimates during the nine months ended September 30, 2024.