Cooper-Standard Holdings Inc

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Annual Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Cooper-Standard Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cooper-Standard Holdings Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes – Realizability of Deferred Tax Assets in Brazil

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2005.

Detroit, Michigan

February 14, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Cooper-Standard Holdings Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Cooper-Standard Holdings Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Cooper-Standard Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 14, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Detroit, Michigan

February 14, 2025

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands except per share amounts)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands)

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands except share amounts)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollar amounts in thousands except share amounts)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

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 and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer 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. Nearly all of the Company’s activities are conducted through its subsidiaries.

The Company believes it is the largest global producer of sealing systems, the second largest global producer of the types of fuel and brake delivery products that it manufactures and the third largest global producer of the types of fluid transfer systems that it manufactures. The Company designs and manufactures its products in each major region of the world through a disciplined and sustained approach to engineering and operational excellence. The Company operates in 75 manufacturing locations and 49 design, engineering, administrative and logistics locations in 20 countries around the world.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain balances in prior periods have been conformed to the current presentation.

Effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of its reportable segments, which are determined based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in these consolidated financial statements is reflective of this new structure and prior period information has been revised to conform to the Company’s current period presentation. Refer to Note 21. “Business Segments” for additional information on the Company’s reportable segments and to Note 9. “Goodwill and Intangible Assets” for the impact thereof to the evaluation of recorded goodwill balances.

Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and the wholly-owned and, as applicable, less than wholly-owned subsidiaries controlled by the Company. All material intercompany accounts and transactions have been eliminated. Acquired businesses are included in the consolidated financial statements from the dates of acquisition or when the Company gained control.

The equity method of accounting is followed for investments in which the Company does not have control, but does have the ability to exercise significant influence over operating and financial policies. Generally, this occurs when ownership is between 20% to 50%.

Foreign Currency – The financial statements of foreign subsidiaries are translated to United States (“U.S.”) dollars at the end-of-period exchange rates for assets and liabilities and at a weighted average exchange rate for each period for revenues and expenses. Translation adjustments for those subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) in stockholders’ equity. Transaction related gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in earnings as incurred, except for those intercompany balances which are designated as long-term-investment nature.

Cash and Cash Equivalents – The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents, for which the book value approximates fair value.

Accounts Receivable – The Company records trade accounts receivable when revenue is recorded in accordance with its revenue recognition policy and relieves accounts receivable when payments are received from customers. Accounts receivable are written off when it is apparent such amounts are not collectible. Generally, the Company does not require collateral for its accounts receivable, nor is interest charged on accounts receivable balances.

The Company receives bank notes from certain of its customers, which are classified as other current assets in the consolidated balance sheets, for certain amounts of accounts receivable, primarily in China. The Company may elect to hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash.

Allowance for Credit Losses – An allowance for credit losses is established through charges to the provision for credit losses when it is probable that the outstanding receivable or reimbursable tooling will not be collected. The Company evaluates the adequacy of the allowance for credit losses on a periodic basis, including historical trends in collections and write-offs, management’s judgment of the probability of collecting accounts and management’s evaluation of business risk. This evaluation is inherently subjective, as it requires estimates that are susceptible to revision as more information becomes available. The allowance for credit losses was $5,437 and $5,944 as of December 31, 2024 and 2023, respectively.

Inventories – Inventories are valued at lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. The Company records inventory reserves for inventory in excess of production and/or forecasted requirements and for obsolete inventory.

Derivative Financial Instruments – Derivative financial instruments are utilized by the Company to reduce exposure to foreign currency exchange fluctuations. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. On the date the derivative is established, the Company designates the derivative as either a fair value hedge, a cash flow hedge or a net investment hedge in accordance with its established policy. Alternatively, under certain circumstances, the Company may choose to leave the derivative undesignated. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Income Taxes – Deferred tax assets or liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax laws and rates. A valuation allowance is provided on deferred tax assets if the Company determines that it is more likely than not that the asset will not be realized.

Long-lived Assets – Property, plant and equipment are recorded at cost and depreciated using primarily the straight-line method over estimated useful lives. Leasehold improvements are amortized over the expected life of the asset or term of the lease, whichever is shorter. Intangibles with finite lives, which include customer relationships, supply agreements and land use rights, are amortized over estimated useful lives. The Company evaluates the recoverability of long-lived assets when events and circumstances indicate that an asset group may be impaired and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying value. If the net carrying value exceeds the fair value, an impairment loss exists and is calculated based on estimated salvage value, estimated orderly liquidation value or a value-in-exchange approach.

Pre-production Costs Related to Long Term Supply Arrangements – Costs for molds, dies and other tools owned by the Company to produce products under long-term supply arrangements are recorded at cost in property, plant and equipment and amortized over the lesser ofthree years or the term of the related supply agreement. The amounts capitalized were $3,368 and $3,897 as of December 31, 2024 and 2023, respectively. The Company expenses all pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer. Reimbursable tooling costs are recorded in tooling receivable in the consolidated balance sheets if considered to be receivable in the next twelve months, and in other assets if considered to be receivable beyond twelve months. Tooling receivable for customer-owned tooling as of December 31, 2024 and 2023 was $69,204 and $80,225, respectively. Reimbursable tooling costs included in other assets in the accompanying consolidated balance sheets were $18,724 and $16,007 as of December 31, 2024 and 2023, respectively.

Goodwill – The Company tests goodwill for impairment on an annual basis in the fourth quarter, or more frequently if an event occurs or circumstances indicate the carrying amount may be impaired. Goodwill impairment testing is performed at the reporting unit level. The impairment test involves performing a qualitative assessment or using a quantitative test. If we elect to perform a qualitative assessment and determine it is more likely than not that a reporting unit’s carrying value is more than its fair value, a quantitative test is performed by comparing the estimated fair value of each reporting unit to its carrying value. If the carrying value exceeds the fair value, an impairment charge is recorded based on that difference.

In the fourth quarter of 2024 and 2023, the Company completed a qualitative and quantitative goodwill impairment test, respectively. After evaluating the results, events and circumstances, the Company concluded that sufficient evidence existed to assert that the fair value of its reporting units remained in excess of their carrying values. See Note 9. “Goodwill and Intangible Assets” for additional information.

Business Combinations– The purchase price of an acquired business is allocated to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires management’s judgment, the utilization of independent appraisal firms and often involves the use of significant estimates and assumptions with respect to the timing and amount of future cash flows, market rate assumptions, actuarial assumptions, and appropriate discount rates, among other items.

Revenue Recognition and Sales Commitments – In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, revenue is recognized when the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The Company has one major performance obligation category: manufactured parts.

A contract’s transaction price is allocated to each distinct performance obligation and recognized when the performance obligation is satisfied. The Company’s contracts may include multiple performance obligations. In such cases, the Company typically allocates the contract’s transaction price to each performance obligation based on the purchase order or other arranged pricing.

Revenue is recognized for manufactured parts at a point in time, generally when products are shipped or delivered. The point at which revenue is recognized often depends on the shipping terms.

The Company usually enters into agreements with customers to produce products at the beginning of a vehicle’s life. Blanket purchase orders received from customers and related documents generally establish the annual terms, including pricing, related to a vehicle model. Although purchase orders do not usually specify quantities, fulfillment of customers’ purchasing requirements can be the Company’s obligation for the entire production life of the vehicle. These agreements generally may be terminated by the customer at any time, but such cancellations have historically been minimal. Customers typically pay for parts based on customary business practices with payment terms generally between 30 and 90 days. The Company has no significant financing arrangements with customers.

The Company applies the optional exemption to forgo disclosing information about its remaining performance obligations because its contracts usually have an original expected duration of one year or less. It also applies an accounting policy to treat shipping and handling costs that are incurred after revenue is recognizable as a fulfillment activity by expensing such costs as incurred, instead of as a separate performance obligation. Amounts billed to customers related to shipping and handling are included in sales in the Company’s consolidated statements of operations. Shipping and handling costs are included in cost of products sold in the Company’s consolidated statements of operations.

Research and Development – Engineering, research and development, and program management costs are charged to selling, administration and engineering expenses as incurred and totaled $82,818, $84,112 and $80,528 for the years ended December 31, 2024, 2023 and 2022, respectively.

Share-based Compensation – The Company measures share-based compensation expense at fair value and generally recognizes such expenses on a straight-line basis over the vesting period of the share-based employee awards. See Note 19. “Share-Based Compensation” for additional information.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect amounts reflected in the consolidated financial statements, as well as disclosure of contingent assets and liabilities. Considerable judgment is often involved in making such estimates, and the use of different assumptions could result in different conclusions. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those estimates.

3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company adopted the following Accounting Standards Updates (“ASU”) in 2024, which did not have a material impact on its consolidated financial statements:

Recently Issued Accounting Pronouncements

The Company considered the recently issued accounting pronouncements summarized as follows, which could have a material impact on its consolidated financial statements or disclosures:

4. Divestitures and Deconsolidation

2024 Divestiture

In the fourth quarter of 2024, the Company completed the sale of its Canadian tooling business. Under the terms of the agreement, an initial cash payment of $2,500 was received in the first quarter of 2025, with an additional $2,000 to be received contingent upon the Company issuing a set value of purchase orders with the buyer over a specified period.

During the year ended December 31, 2024, the Company recorded a net gain of $1,971 associated with the sale, included in the consolidated statements of operations.

2023 Divestiture

In the second quarter of 2023, the Company signed a share purchase and assignment agreement to sell its European technical rubber products business. In the third quarter of 2023, the Company closed the transaction and received cash proceeds in the amount of $15,009. In the fourth quarter of 2023, the Company finalized computations of purchase price adjustments. Incremental proceeds of $663 resulting from final net purchase price adjustments were received in the first quarter of 2024.

Upon finalization of the sale, during the year ended December 31, 2023, the Company recorded a net gain of $477, included in the consolidated statements of operations. The net gain included the write off of goodwill of $1,300.

2023 Joint Venture Divestiture

Management approved a plan to sell the Company’s entire controlling equity interest of a joint venture in the Asia Pacific region, and the sale was completed in the third quarter of 2023. Upon meeting the criteria for held for sale classification, the Company recorded non-cash impairment charges of $787 to reduce the carrying value of the held for sale entity to fair value less costs to sell. Fair value, which is categorized within Level 3 of the fair value hierarchy, was determined using a market approach, estimated based on expected proceeds. The fair value less costs to sell were assessed each reporting period that the asset group remained classified as held for sale.

On completion of the sale, during the year ended December 31, 2023, the Company recorded a gain of $109. Both the non-cash impairment charges and gain on sale were included in the consolidated statements of operations.

2022 Joint Venture Deconsolidation

In the first quarter of 2022, a joint venture in the Asia Pacific region that was previously consolidated with a noncontrolling interest amended the governing document underlying the joint venture. The amendment to the agreement did not change the Company’s 51% ownership. However, as a result of the amendment and effective as of January 1, 2022, the joint venture was deconsolidated and accounted for as an investment under the equity method. The Company remeasured the retained investment using the income approach method and performed a discounted cash flow analysis of the projected free cash flows of the joint venture.

As a result of the deconsolidation, during the year ended December 31, 2022, the Company recorded a loss of $2,257, included in other expense, net in the consolidated statements of operations.

5. Revenue

The passenger and light duty group consists of sales to automotive OEMs and automotive suppliers, while the commercial group represents sales to OEMs of on- and off-highway commercial equipment and vehicles. The other customer group includes sales related to specialty and adjacent markets.

Consistent with the Company’s change in reportable segments as described in Note 2. “Basis of Presentation and Summary of Significant Accounting Policies”, the Company has revised its revenue disaggregation presentation to align with the new reportable segment structure.

Revenue by customer group for the year ended December 31, 2024 was as follows:

Revenue by customer group for the year ended December 31, 2023 was as follows:

Revenue by customer group for the year ended December 31, 2022 was as follows:

Substantially all the Company’s revenues are generated from sealing and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use in passenger vehicles and light trucks manufactured by global OEMs.

A summary of the Company’s products is as follows:

Revenue by geographical region for the year ended December 31, 2024 was as follows:

Revenue by geographical region for the year ended December 31, 2023 was as follows:

Revenue by geographical region for the year ended December 31, 2022 was as follows:

Contract Estimates

The amount of revenue recognized is usually based on the purchase order price and adjusted for variable consideration, including pricing concessions. The Company accrues for pricing concessions by reducing revenue as products are shipped or delivered. The accruals are based on historical experience, anticipated performance and management’s best judgment. The Company also generally has ongoing adjustments to customer pricing arrangements based on the content and cost of its products. Such pricing accruals are adjusted as they are settled with customers. Customer returns, which are infrequent, are usually related to quality or shipment issues and are recorded as a reduction of revenue. The Company generally does not recognize significant return obligations due to their infrequent nature.

Contract Balances

The Company’s contract assets consist of unbilled amounts associated with variable pricing arrangements in the Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. Contract assets were not materially impacted by any other factors during the year ended December 31, 2024.

The Company’s contract liabilities consist of advance payments received and due from customers. As of December 31, 2024 and 2023, there were no significant contract assets or liabilities recorded.

Other

The Company, at times, enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period the commitment is made, unless the payment is contractually recoverable. Amounts related to commitments of future payments to customers on the consolidated balance sheets as of December 31, 2024 and December 31, 2023, were current liabilities of $9,918 and $10,164, respectively, and long-term liabilities of $1,597 and $4,293, respectively.

The Company provides assurance-type warranties to its customers. Such warranties provide customers with assurance that the related product will function as intended and complies with any agreed-upon specifications, and are recognized in cost of products sold.

6. 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 May 2024, the Board of Directors of the Company approved a restructuring plan that will eliminate up to 400 salaried, contract and open positions based on the Company’s new product line organizational structure and current and anticipated market demands. The restructuring effort aims to further improve and maximize the Company’s operational efficiency by streamlining business practices and deployed resources, and improving the organization’s overall cost structure.

During the year ended December 31, 2024, the Company recognized total restructuring expenses of $23,601, of which $17,000 was related to the restructuring plan approved in May 2024. The Company estimates total expenses associated with this restructuring plan will range between $17,000 to $18,000, with the majority of these expenses recognized in 2024. Cash expenditures include severance and other related costs directly attributable to the restructuring plan, which were paid in 2024 and will continue to be paid in 2025. Upon completion, the restructuring activities are anticipated to generate annualized savings of approximately $40,000 to $45,000.

The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), along with other related exit costs and asset impairments related to restructuring activities (collectively, “other exit costs”). Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.

Restructuring charges by segment for the years ended December 31, 2024, 2023 and 2022 were as follows:

Restructuring activity for all restructuring initiatives for the years ended December 31, 2024 and 2023 was as follows:

Restructuring expense for the year ended December 31, 2024 primarily consisted of employee separation costs related to workforce reduction initiatives aimed at optimizing the Company’s cost structure. Other exit costs for the year ended December 31, 2024 included expenses associated with the closure of certain plants in the European and North American regions.

Restructuring expense for the year ended December 31, 2023 primarily consisted of employee separation costs related to workforce reduction initiatives aimed at optimizing the Company’s cost structure. Other exit costs for the year ended December 31, 2023 include expenses associated with the closure of certain plants in the Asia Pacific, European, and North American regions.

7. Leases

The Company has operating and finance leases for certain manufacturing facilities, corporate offices and certain equipment. Operating leases are included in operating lease right-of-use assets, net, current operating lease liabilities and long-term operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net, debt payable within one year, and long-term debt on the Company’s consolidated balance sheets.

Lease right-of-use assets are recognized at commencement date based upon the present value of the remaining future lease payments over the lease term. The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based upon information available at the lease commencement date to determine the present value of the remaining future lease payments.

The Company has lease agreements with lease and non-lease components. For real estate leases, these components are accounted for separately, while for equipment leases, the lease and non-lease components are accounted for as a single lease component.

Variable lease expense includes payments based upon changes in a rate or index, such as consumer price indexes, as well as usage of the leased asset. Short-term lease expense includes leases with terms, at lease commencement, of 12 months or less and no purchase option reasonably certain to be exercised. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense were as follows:

The Company recorded sublease income of $2,017, $1,213 and $669 for the years ended December 31, 2024, 2023 and 2022, respectively.

Other information related to leases was as follows:

Future lease payments under non-cancellable leases as of December 31, 2024 were as follows:

Amounts recognized on the consolidated balance sheets as of December 31, 2024 and December 31, 2023 were as follows:

As of December 31, 2024, the Company had additional leases, primarily for real estate, that have not yet commenced with undiscounted lease payments of approximately $4,011. These leases will commence in 2025 with lease terms up to six years.

8. Property, Plant and Equipment

Property, plant and equipment consists of the following:

For the year ended December 31, 2024, the Company closed on a transaction to sell building and land related to a previously closed Canadian facility. The Company received cash proceeds of $4,003 and recorded a gain on the sale transaction of $3,317, included in the consolidated statements of operations. The transaction included the removal of property, plant and equipment with a gross carrying value of $3,363 and accumulated depreciation of $2,676, which is reflected in the balance sheet as of December 31, 2024.

For the years ended December 31, 2023 and 2022, the Company recorded impairment charges of $2,348 and $40,248, respectively, related to machinery and equipment due to operating performance challenges at certain locations in North America, Europe, and Asia Pacific. The fair value of machinery and equipment was determined using estimated orderly liquidation value, which was deemed the highest and best use of the assets. Meanwhile, the fair value of real estate assets was determined using a value-in-exchange approach, which indicated that their fair value exceeded their carrying value.

For the years ended December 31, 2024, 2023 and 2022, the Company also recorded impairment charges of $713, $1,633 and $3,462, respectively, due to idle assets in certain locations in North America, Europe, and Asia Pacific. The fair value was determined using estimated salvage value, which was deemed the highest and best use of the assets.

For the year ended December 31, 2022, the Company closed on a sale-leaseback transaction related to one of its European facilities and recorded a gain on the sale transaction of $33,391.

Asset impairment charges by segment for the years ended December 31, 2024, 2023 and 2022 were as follows:

(1) Excludes $787 of non-cash impairment charges for the year ended December 31, 2023 associated with a joint venture in the Asia Pacific region as disclosed in Note 4. “Divestitures and Deconsolidation”.

9. Goodwill and Intangible Assets

Goodwill

As further described in Note 21. “Business Segments”, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. Based on this change, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. The two reportable segments, along with the Industrial Specialty Group business, are the applicable reporting units for purposes of goodwill assignment and evaluation.

As a result of the segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis. The Company estimated the fair values of the reporting units based upon the present value of their anticipated future cash flows. The Company’s determination of fair value involved judgment and the use of estimates and assumptions. In conjunction with the goodwill allocation, the Company performed a quantitative impairment assessment of goodwill immediately before and after the segment realignment. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded its respective carrying value.

Changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2024 and 2023 were as follows:

The Company performed its annual goodwill impairment during the fourth quarters of 2024, 2023 and 2022. In the fourth quarter of 2024, the Company performed a qualitative assessment, which was partly informed by quantitative valuations of each reporting unit conducted as of January 1, 2024, following a change to Company’s management reporting restructure. Based on this assessment, the Company concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying amount, and therefore, no goodwill impairment was required for the year ended December 31, 2024.

During the fourth quarters of 2023 and 2022, the Company performed quantitative goodwill impairment tests. The fair value of each reporting unit was determined and compared to its carrying value. If the carrying value had exceeded the fair value, an impairment charge would have been recorded for the difference. The results of the annual quantitative impairment analyses indicated that the fair value of all reporting units exceeded their carrying values, resulting in no goodwill impairment for both 2023 and 2022.

The write off of goodwill of $1,300 during the year ended December 31, 2023 is related to the sale of the European technical rubber products business. Refer to Note. 4 “Divestitures and Deconsolidations” for additional information.

Intangible Assets

Definite-lived intangible assets and accumulated amortization balances as of December 31, 2024 and 2023 were as follows:

Estimated amortization expense for the next five years is shown in the table below:

10. Debt and Other Financing

A summary of outstanding debt as of December 31, 2024 and 2023 was as follows:

The principal maturities of debt, at nominal value, as of December 31, 2024 are as follows:

• Inclusive of imputed interest on finance leases.

The weighted average interest rate of our debt payable within one year was 3.4% as of December 31, 2024 and 3.7% as of December 31, 2023.

First Lien Notes

On January 27, 2023, the Company issued $580,000 aggregate principal amount of its 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”). The First Lien Notes mature on March 31, 2027 and bear interest at the rate of 13.50% per annum, which is payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods the Company has the option, in its sole discretion, to pay up to 4.50% of such interest by increasing the principal amount of the outstanding First Lien Notes or, in limited circumstances, by issuing additional First Lien Notes. As of December 31, 2024 and December 31, 2023, the outstanding aggregate amount of the First Lien Notes of $610,955 and $595,966, respectively, recognized in the consolidated balance sheets reflect the election to pay 4.50% of the first three interest payments as payment-in-kind. The Company elected to pay the fourth interest payment on the First Lien Notes due December 15, 2024 in cash.

As of December 31, 2024 and December 31, 2023, the Company had $5,666 and $8,184, respectively, of unamortized debt issuance costs, and $233 and $337, respectively, of unamortized original issue discount related to the First Lien Notes, which are presented as direct deductions from the principal balance in the consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the First Lien Notes.

Third Lien Notes

On January 27, 2023, the Company issued $357,446 aggregate principal amount of its 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”). The Third Lien Notes mature on May 15, 2027 and bear interest at the rate of 5.625% per annum, which is payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods the Company has the option, in its sole discretion, to pay such interest at 10.625% per annum either by increasing the principal amount of the outstanding Third Lien Notes or, in limited circumstances, by issuing additional Third Lien Notes. As of December 31, 2024 and December 31, 2023, the outstanding aggregate amount of the Third Lien Notes of $388,169 and $386,681, respectively, recognized in the consolidated balance sheets reflect the election to fully pay the first two interest payments as payment-in-kind. The Company elected to pay the third and fourth interest payments on the Third Lien Notes due June 15, 2024 and December 15, 2024, respectively, in cash.

Debt issuance costs related to the Third Lien Notes are amortized into interest expense over the term of the Third Lien Notes. As of December 31, 2024 and December 31, 2023, the Company had $3,598 and $5,087, respectively, of unamortized debt issuance costs related to the Third Lien Notes, which are presented as a direct deduction from the principal balance in the consolidated balance sheets.

2026 Senior Notes

On November 2, 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “2026 Senior Notes”). As part of certain refinancing transactions that were completed on January 27, 2023, the Company exchanged $357,446 aggregate principal amount of its 2026 Senior Notes for $357,446 aggregate principal amount of its newly issued Third Lien Notes. Following the completion of the exchange, $42,554 aggregate principal amount of the 2026 Senior Notes remained outstanding. As of December 31, 2024 and December 31, 2023, the outstanding aggregate amount of the 2026 Senior Notes recognized in the consolidated balance sheets is $42,415 and $42,338, respectively. The 2026 Senior Notes mature on November 15, 2026 and bear interest at the rate of 5.625% per annum, which is payable in cash semi-annually on May 15 and November 15 of each year.

Debt issuance costs are being amortized into interest expense over the term of the 2026 Senior Notes. As of December 31, 2024 and December 31, 2023, the Company had $139 and $216, respectively, of unamortized debt issuance costs related to the 2026 Senior Notes, which is presented as a direct deduction from the principal balance in the consolidated balance sheets.

ABL Facility

On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. In March 2020, the Company entered into Amendment No. 1 to the Third Amended and Restated Loan Agreement (“the First Amendment”). As a result of the First Amendment, the ABL Facility maturity was extended to March 2025 and the aggregate revolving loan commitment was reduced to $180,000. In May 2020, the Company entered into Amendment No. 2 to the Third Amended and Restated Loan Agreement (the “Second Amendment”), which modified certain covenants under the ABL Facility.

In December 2022, the Company entered into Amendment No. 3 to the Third Amended and Restated Loan Agreement (the “Third Amendment”), which became effective on January 27, 2023. In May 2024, the Company entered into Amendment No. 4 to the Third Amended and Restated Loan Agreement (the “Fourth Amendment”), which, among other things, (1) extended the termination date for revolving commitments totaling $150,000 from March 24, 2025 ( “Existing Termination Date”) to May 6, 2029; (2) provided for leverage-based interest rate margin and commitment fee step-downs; and (3) replaced the Canadian BA Rate with Term CORRA as the applicable benchmark rate for all purposes under the ABL Facility for revolving loans denominated in Canadian Dollars. In September 2024, the Company entered into an agreement to transfer and assign revolving commitments totaling $35,000 from certain existing ABL Facility lenders to new ABL Facility lenders. As part of this agreement, the termination date for all outstanding revolving commitments that had not been previously extended was extended from the Existing Termination Date to May 6, 2029.

The aggregate revolving loan availability includes 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 $280,000 (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, subject to receiving any required consents under the Company’s other debt documents which contain restrictions on incremental debt. The Company’s borrowing base as of December 31, 2024 was$176,722 and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base. Net of$7,551 of outstanding letters of credit, the Company effectively had$169,171 available for borrowing under its ABL Facility as of December 31, 2024.

As of December 31, 2024 and December 31, 2023, there wereno borrowings under the ABL Facility.

As of December 31, 2024 and December 31, 2023, the Company had $1,680 and $862, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the consolidated balance sheets.

Debt Covenants

The Company was in compliance with all applicable covenants of the First Lien Notes, Third Lien Notes, 2026 Senior Notes, and ABL Facility as of December 31, 2024.

Other Financing

Finance leases and other. Other borrowings as of December 31, 2024 and December 31, 2023, reflect finance leases and other borrowings under local bank lines classified in debt payable within one year in the consolidated balance sheets.

Receivables factoring. As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution (the “Factor”) in a pan-European program. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and the indentures governing the First Lien Notes, Third Lien Notes, and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €70,000 of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires on December 31, 2026.

Costs incurred on the sale of receivables are recorded in other expense, net in the consolidated statements of operations. The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company and is accounted for as a true sale and is excluded from accounts receivable in the consolidated balance sheets. Amounts outstanding under receivable transfer agreements entered into by various locations as of the period end were as follows:

Accounts receivable factored and related costs throughout the period were as follows:

As of December 31, 2024 and 2023, cash collections on behalf of the Factor that had yet to be remitted were $838 and $6,466, respectively, and are reflected in other current assets as restricted cash in the consolidated balance sheets.

11. 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:

Items Measured at Fair Value on a Recurring Basis

Estimates of the fair value of foreign currency 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 December 31, 2024 and 2023 were as follows:

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 additional information on assets and liabilities measured at fair value on a nonrecurring basis see Note 2. “Basis of Presentation and Summary of Significant Accounting Policies”, Note 4. “Divestitures and Deconsolidation”, Note 8. “Property, Plant and Equipment”, and Note 9. “Goodwill and Intangible Assets”.

Items Not Carried at Fair Value

Fair values of the Company’s First Lien Notes, Third Lien Notes, and 2026 Senior Notes were as follows:

(1)Excludes 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. The Company also enters into derivative instruments to manage exposure related to foreign currency denominated monetary assets and liabilities.

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 various hedge transactions. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in 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.

For a cash flow hedge, the change in fair value of the derivative is recorded in AOCI in the consolidated balance sheets, to the extent that the hedges are effective, and reclassified into earnings when the underlying hedged transaction is realized. The realized gains and losses are recorded on the same line as the hedged transaction in the consolidated statements of operations. Derivatives not designated as hedging instruments are marked-to-market with changes in fair value recorded in earnings. Cash flows from derivatives used to manage foreign exchange risks are classified as operating activities within the consolidated statements of cash flows.

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, and the Mexican Peso. As of December 31, 2024 and 2023, the notional amount of these contracts was $188,140 and $207,131, respectively, and consisted of hedges of cash flow transactions extending out to December 2025.

Pretax amounts related to the Company’s cash flow hedges that were recognized in other comprehensive income (loss) (“OCI”) were as follows:

Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI and recognized in cost of products sold were as follows:

Derivatives Not Designated as Hedges

Forward Foreign Exchange Contracts. Effective in the third quarter of 2024, the Company began using one-month forward contracts to manage exposure related to foreign currency denominated monetary assets and liabilities. The contracts are not designated as cash flow or fair value hedges under ASC 815, and therefore are marked-to-market with changes in fair value recorded to earnings. The principal currencies hedged by the Company are the Mexican Peso and Brazil Real. As of December 31, 2024, the notional amount outstanding was $16,426. The Company did not have any outstanding non-designated derivatives as of December 31, 2023.

Pretax amounts related to the Company’s non-designated derivatives recognized in other expense, net were as follows:

12. Pensions

The Company maintains defined benefit pension plans covering certain employees located in the United States as well as certain international locations. The majority of these plans are frozen, and all are closed to new employees. Benefits generally are based on compensation, length of service and age for salaried employees and on length of service for hourly employees. The Company’s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements and contribute amounts deductible for United States federal income tax purposes or amounts required by local statute.

Pension Plan Termination

On October 11, 2022, the Company’s Board of Directors approved a resolution to merge certain of the Company’s U.S. defined benefit pension plans and terminate the resulting merged plan (“U.S. Pension Plan”) effective December 31, 2022.

On April 3, 2024, the Company irrevocably transferred approximately $137,000 of remaining pension benefit obligations and associated plan assets related to the U.S. Pension Plan to a highly-rated insurance company, thereby reducing the Company’s pension obligations and assets by the same amount. This transaction further de-risked the Company’s retirement-related plans by eliminating the potential for the Company to make future cash contributions to fund the remaining pension benefit obligations being transferred to the insurer. Beginning in June 2024, the insurance company began paying plan benefits to eligible plan participants through a group annuity contract.

The termination of the U.S. Pension Plan was completed during the year ended December 31, 2024.

For the year ended December 31, 2024, the Company recognized a net one-time, non-cash pension settlement charge of $44,571 ($45,973 net of tax)in the consolidated statements of operations, primarily related to the accelerated recognition of accumulated actuarial losses included within AOCI in the consolidated balance sheets.

For the year ended December 31, 2023, the Company recognized a pension settlement loss of $16,285 in the consolidated statements of operations, due to completing the transfer of all lump sum payments to eligible plan participants who elected such lump sums or otherwise met the criteria for lump sum payments as part of the termination process.

For the year ended December 31, 2022, the Company recognized a pension curtailment loss of $3,092 in the consolidated statements of operations, associated with the termination of the U.S. Pension Plan, primarily due to prior service cost resulting from a 2022 plan amendment impacting the benefits of certain participants in the U.S. Pension Plan.

Pension Plan Funded Status Reconciliation

Information related to the Company’s defined benefit pension plans was as follows:

The U.S. amounts provided in the table above for projected benefit obligations at end of period, fair value of plan assets at end of period, and funded status of the plans for the year ended December 31, 2024 relate only to the Company’s supplemental employee retirement plan (“SERP”).

The U.S. amounts provided in the table above for amounts recognized in the consolidated balance sheet as of December 31, 2024 relate only to the Company’s SERP.

Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost (income) as of December 31, 2024 and 2023 were as follows:

The Company uses the corridor approach when amortizing actuarial gains or losses. Under the corridor approach, net unrecognized actuarial losses in excess of 10% of the greater of i) the projected benefit obligations or ii) the fair value of plan assets for a particular plan are amortized over the average future service period of the employees in that plan.

The accumulated benefit obligations for all domestic and international defined benefit pension plans was $9,782 and $103,186 as of December 31, 2024 and $161,813 and $118,760 as of December 31, 2023, respectively. As of December 31, 2024, the fair value of plan assets for one of the Company’s defined benefit plans exceeded the projected benefit obligations of $15,384 by $3,253.

The components of net periodic benefit cost (income) for the Company’s defined benefit plans were as follows:

Plan Assumptions

Weighted average assumptions used to determine benefit obligations as of December 31, 2024 and 2023 were as follows:

Weighted average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, 2024, 2023 and 2022 were as follows:

To develop the expected return on plan assets assumption, the Company considered the historical returns and the future expected returns for each asset class, as well as the target asset allocation of the pension portfolio. As the U.S. plans are frozen, the rate of compensation increase was not applicable in determining net periodic benefit cost (income).

Plan Assets

The goals and investment objectives of the asset strategy are to ensure that there is an adequate level of assets to meet benefit obligations to participants and retirees over the life of the participants and maintain liquidity in the plan assets sufficient to cover monthly benefit obligations. Risk is managed by investing in a broad range of investment vehicles, e.g., equity mutual funds, bond mutual funds, real estate mutual funds, hedge funds, etc. There are no equity securities of the Company in the equity asset category.

Investments in equity securities and debt securities are valued at fair value using a market approach and observable inputs, such as quoted market prices in active markets (Level 1). Investments in balanced funds are valued at fair value using a market approach and inputs that are primarily directly or indirectly observable (Level 2). Investments in equity securities and balanced funds in which the Company holds participation units in a fund, the net asset value of which is based on the underlying assets and liabilities of the respective fund, are considered an unobservable input (Level 3). Investments in real estate funds are primarily valued at net asset value depending on the investment.

The fair value of the Company’s pension plan assets by category using the three-level hierarchy (see Note 11. “Fair Value Measurements and Financial Instruments”) as of December 31, 2024 and 2023 was as follows:

(1)Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These assets are included in this table to present total pension plan assets at fair value.

There were no transfers of Level 3 assets and no Level 3 assets in the ending balance for the years ended December 31, 2024 and December 31, 2023.

Expected Future Benefit Payments

The Company estimates its benefit payments for domestic and foreign pension plans during the next ten years to be as follows:

Contributions

The Company does not anticipate making cash contributions to its SERP in 2025, but will make minimum funding cash contributions of approximately $408 to its non-U.S. pension plans in 2025.

The Company also sponsors voluntary defined contribution plans for certain salaried and hourly U.S. employees of the Company. The Company matches contributions of participants, up to various limits in all plans. The Company also sponsors retirement plans that include Company non-elective contributions. Non-elective and matching contributions under these plans totaled $13,126, $13,919 and $12,015 for the years ended December 31, 2024, 2023 and 2022, respectively.

13. Postretirement Benefits Other Than Pensions

The Company provides certain retiree health care and life insurance benefits covering certain U.S. salaried and hourly employees and employees in Canada. Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. The Company’s policy is to fund the cost of these postretirement benefits as these benefits become payable.

Information related to the Company’s postretirement benefit plans was as follows:

Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost (income) as of December 31, 2024 and 2023 were as follows:

The components of net periodic benefit (income) cost for the Company’s other postretirement benefit plans were as follows:

Plan Assumptions

Weighted average assumptions used to determine benefit obligations as of December 31, 2024 and 2023 were as follows:

Weighted average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, 2024, 2023 and 2022 were as follows:

The assumed health care cost trend rates used to measure the postretirement benefit obligations as of December 31, 2024 were as follows:

Expected Future Postretirement Benefit Payments

The Company estimates its benefit payments for its postretirement benefit plans during the next ten years to be as follows:

Other

Other postretirement benefits recorded in the Company’s consolidated balance sheets include $1,489 and $1,794 as of December 31, 2024 and 2023, respectively, for termination indemnity plans in Europe.

14. Other Expense, Net

The components of other expense, net were as follows:

(1) Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value.

15. Income Taxes

The components of the Company’s loss before income taxes and adjustment for noncontrolling interests were as follows:

The Company’s income tax expense consists of the following:

A reconciliation of the U.S. statutory federal rate to the income tax provision was as follows:

For the year ended December 31, 2022, the Company received $54,273 in cash payments from the United States Internal Revenue Service (“IRS”) for tax refunds related to net operating loss carrybacks.

On August 16, 2022, the U.S. enacted the Inflation Reduction Action of 2022, which, among other things, implements a 15% minimum tax on financial statement income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The provisions were effective in the first quarter of 2023 and did not have a

significant impact on the Company’s consolidated financial statements.

Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and

Development (“OECD”) model rules that propose a global minimum tax rate of 15%, and European Union member states have

agreed to implement the global minimum tax. Certain countries, including European Union member states, have enacted or are

expected to enact legislation to be effective as early as 2024, with widespread implementation of a global minimum tax

expected by 2025. The Company has recorded the impact of the global minimum tax as currently enacted in the consolidated financials statements as of December 31, 2024. As further legislation becomes effective in countries in which the Company does business, its provision for income taxes could be impacted. The Company will continue to monitor pending legislation and implementation by individual countries and adjust its calculations accordingly.

Nonrecurring permanent item in 2022 relates to a withholding tax refund related to prior periods.

Deferred tax assets and liabilities reflect the estimated tax effect of accumulated temporary differences between the basis of assets and liabilities for tax and financial reporting purposes, as well as net operating losses, tax credit and other carryforwards. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows:

As of December 31, 2024, the Company’s U.S. and foreign subsidiaries, primarily in France, Brazil, Italy and Germany, had operating loss carryforwards aggregating $534,000, with indefinite expiration periods. Other foreign subsidiaries in China, Mexico, Netherlands, Spain, Czech Republic and Korea had operating loss carryforwards aggregating $285,000, with expiration dates beginning in 2025. The Company has research tax credit carryforwards and foreign tax credit carryforwards totaling $60,000 in the U.S. with expiration dates beginning in 2029. The Company and its domestic subsidiaries have anticipated tax benefits of state net operating losses and credit carryforwards of $13,000 with expiration dates beginning in 2025.

As of December 31, 2024, the Company has consolidated deferred tax assets of $501,990 with valuation allowances of $405,182 related to tax losses, credit carryforwards, and other deferred tax assets in the U.S. and certain foreign jurisdictions. The Company’s valuation allowance decreased in 2024 primarily from valuation allowance reversals of $22,900 in Brazil, $9,100 in Poland, and $9,500 in one Chinese location offset with increases from current year losses generated in the U.S. and certain foreign jurisdictions. Current and future provision for income taxes is significantly impacted by the initial recognition of and changes in 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. In the future, provision for income taxes will include no tax benefit with respect to losses incurred and no tax expense with respect to income generated in these countries until the respective valuation allowance is eliminated.

As of December 31, 2024, no material deferred income taxes have been recorded on the undistributed earnings of foreign subsidiaries, since a majority of these earnings will not be taxable upon repatriation to the United States. These earnings will be primarily treated as previously taxed income from either the one time transition tax or GILTI, or they will be offset with a 100% dividends received deduction. The Company has not recorded a deferred tax liability for foreign withholding taxes or state income taxes that may be incurred upon repatriation in the future as such undistributed foreign earnings are considered permanently reinvested or could be remitted with no tax implications.

As of December 31, 2024, the Company had $10,640 ($10,834 including interest and penalties) of total unrecognized tax benefits, of which $7,812 represents the amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:

The Company, or one of its subsidiaries, files income tax returns in the United States and other foreign jurisdictions. During the examination of our 2015 and 2016 U.S. federal income tax filings, the IRS asserted that income earned by a Netherlands subsidiary from its Mexican branch operations should be categorized as foreign based company sales income under Section 954(d) of the Internal Revenue Code and should be recognized currently as taxable income on our 2015 and 2016 U.S. federal income tax filings. As a result of this assertion, the IRS issued a Notice of Proposed Adjustment (“NOPA”). A similar NOPA has been issued for 2017 and 2018 as well. The Company believes the proposed adjustment is without merit and are in the the process of contesting the matter. As of December 31, 2024, tax years 2015-2018 remain in the IRS appeals process. The Company does not anticipate reaching a resolution with IRS Appeals, but does plan to continue to challenge these proposed adjustments in the future. The Company believes, after consultation with tax and legal counsel, that it is more likely than not that it will ultimately be successful in defending its position. As such, the Company has not recorded any impact of the IRS’s proposed adjustment in its consolidated financial statements as of and for the year ended December 31, 2024. In the event the Company is not successful in defending its position, the potential income tax expense impact, including interest, related to tax years 2015 through 2023 is less than $10 million. The Company intends to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if necessary, through litigation.

The statute of limitations for U.S. state and local jurisdictions is closed for taxable years ending prior to 2015. The Company’s major foreign jurisdictions are Brazil, Canada, China, France, Germany, Italy, Mexico, and Poland. The Company is no longer subject to income tax examinations in major foreign jurisdictions for years prior to 2019.

During the next twelve months, it is reasonably possible that, as a result of audit settlements and the completion of current examinations, the Company may decrease the amount of its gross unrecognized tax benefits by approximately $7,213, all of which, if recognized, would impact the effective tax rate.

The Company classifies all income tax related interest and penalties as income tax expense. The Company has liabilities of $194 and $179 recorded as of December 31, 2024 and 2023, respectively, for tax related interest and penalties on its consolidated balance sheets.

16. Net Loss Per Share Attributable to Cooper-Standard Holdings Inc.

Basic net loss per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net loss attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net loss 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.

Information used to compute basic and diluted net loss per share attributable to Cooper-Standard Holdings Inc. for the years ended December 31, 2024, 2023 and 2022 was as follows:

Approximately 254,000,91,000, and 24,000 securities were excluded from the calculation of diluted net loss per share for the years ended December 31, 2024, 2023 and 2022, respectively, because the inclusion of such securities in the calculation would have been anti-dilutive.

17. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of related tax, were as follows:

(1)Includes other comprehensive (loss) income related to intra-entity foreign currency notes that are of a long-term investment nature of $(41,653) and $2,000 for the years ended December 31, 2024 and 2023, respectively.

(2)Net of tax (benefit) expense of $(179) and $105 for the years ended December 31, 2024 and 2023, respectively.

(3)Net of tax expense (benefit) of $128 and $(185) for the years ended December 31, 2024 and 2023, respectively.

(4)Net accumulated currency translation adjustment losses reclassified to net income related to the divestitures of our European technical rubber products business and a joint venture in the Asia Pacific region.

(5)Includes the effect of the amortization of actuarial losses of $586, net settlement losses of $16,035, and the amortization of prior service costs of $25, net of tax of $2.

(6)Includes the effect of the amortization of actuarial gains of $2,054 and amortization of prior service cost of $14, net of tax of $1,406, and the impact of a one-time, non-cash pension settlement charge of $46,342 reclassified to net earnings. See Note 12. “Pensions” for additional information.

(7)Net of tax expense of $313.

18. Equity

Common Stock

The Company is authorized to issue up to 190,000,000 shares of Common Stock, par value $0.001 per share. As of December 31, 2024,19,392,340 shares of its Common Stock were issued, and 17,326,531 shares were outstanding.

Holders of shares of Common Stock are entitled to one vote for each share on each matter on which holders of Common Stock are entitled to vote. Holders of Common Stock are entitled to ratably receive dividends and other distributions when, as and if declared by the Board of Directors out of assets or funds legally available therefore. The First Lien Notes, Third Lien Notes, 2026 Senior Notes, and ABL Facility each contain covenants that restrict the Company’s ability to pay dividends or make distributions on the Common Stock, subject to certain exceptions.

In the event of the liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in the Company assets, if any, remaining after the payment of all the Company’s debts and liabilities.

Shareholder Rights Plan

On November 7, 2022, the Company’s Board of Directors adopted a Section 382 rights plan and declared a dividend of one right (a “Right”) for each outstanding share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to stockholders of record at the close of business on November 17, 2022 (“Shareholder Rights Plan”). Each Right entitles its holder, under certain circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.001 per share (the “Series A Preferred Stock”), at an exercise price of $50.00 per Right, subject to adjustment.

If the Rights become exercisable, each Right would allow its holder to purchase from the Company one one-hundredth of a share of the Series A Preferred Stock for a purchase price of $50.00. Each fractional share of Series A Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of Common Stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The exercisability of the Rights are described in further detail in the rights agreement.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share, of which 2,000,000 shares were designated as 7% Cumulative Participating Convertible Preferred Stock (the “7% Preferred Stock”). On November 7, 2022, the Company filed a Certificate of Elimination to its Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Company’s 7% Preferred Stock. No shares of the 7% Preferred Stock were outstanding and none will be issued subject to the Certificate of Designation for the 7% Preferred Stock. All shares that were designated as 7% Preferred Stock have been returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.

On November 7, 2022, in connection with the adoption of the Shareholder Rights Plan, the Company filed a Certificate of Designation of Series A Junior Participating Preferred Stock of Cooper-Standard Holdings Inc. (the “Certificate of Designation”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware, designating 2,000,000 shares of preferred stock as Series A Preferred Stock. As of December 31, 2024, no shares of Series A Preferred Stock were issued or outstanding.

Share Repurchase Program

In June 2018, the Company’s Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing the Company to repurchase, in the aggregate, up to $150,000 of its 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 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 2018 Program may be discontinued at any time at the Company’s discretion. The 2018 Program was effective beginning November 2018. As of December 31, 2024, the Company had approximately $98,720 of repurchase authorization under the 2018 Program.

The Company did not make any repurchases under the 2018 Program during the years ended December 31, 2024, 2023, or 2022.

19. Share-Based Compensation

The Company’s long-term incentive plans allow 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. There are 1,661,639 shares of common stock authorized for awards granted under the current plan. Under previous plans, a total of 5,873,103 shares were authorized for awards. The plans provide for the grant of stock options, stock appreciation rights, shares of common stock, restricted stock, restricted stock units (“RSUs”), performance-vested restricted stock units (“PUs”), incentive awards and certain other types of awards to key employees and directors of the Company and its affiliates.

The Company measures share-based compensation expense at fair value and recognizes such expense on a straight-line basis over the vesting period of the share-based employee awards. The compensation expense related to stock options, restricted stock and performance units granted to key employees and directors of the Company, which is quantified below, does not represent payments actually made to these employees. Rather, the amounts represent the non-cash compensation expense recognized by the Company in connection with these awards for financial reporting purposes. The actual value of these awards to the recipients will depend on the trading price of the Company’s stock when the awards vest. In accordance with the Company’s long-term incentive plans, share-based compensation awards that settle in shares of Company stock may be delivered on a gross settlement basis or a net settlement basis, as determined by the recipient.

Share-based compensation expense for the years ended December 31, 2024, 2023 and 2022 was as follows:

Stock Options

Stock option awards are granted at the fair market value of the Company’s stock price at the date of the grant and have a 10-year term. The stock option grants vest over three years from the date of grant.

Stock option transactions and related information for the year ended December 31, 2024 was as follows:

There were no stock options granted or exercised during the years ended December 31, 2024 and 2023.

As of December 31, 2024, there was no unrecognized compensation expense for stock options.

The fair value of the stock options was estimated at the date of the grant using the Black-Scholes option pricing model. Expected volatility was based on the historical volatility of the Company’s common stock. The expected stock option life was calculated using the simplified method. The risk-free rate is based on the U.S. Treasury zero-coupon issues with a term equal to the expected stock option life on the date the stock options were granted. The fair value of each stock option was estimated using the following assumptions:

Restricted Stock and Restricted Stock Units

The fair value of the restricted stock and RSUs is determined based on the closing price of the common stock on the date of grant. The restricted stock and RSUs vest overone orthree years.

Restricted stock and RSUs transactions and related information for the year ended December 31, 2024 was as follows:

The weighted-average grant date fair value of restricted stock and RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $17.45, $16.11 and $9.46, respectively. The total fair value of restricted stock and RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $3,456, $1,642 and $9,153, respectively.

As of December 31, 2024, unrecognized compensation expense for restricted stock and RSUs amounted to $4,381. Such cost is expected to be recognized over a weighted-average period of approximately 1.7 years.

Performance-Vested Restricted Stock Units

The actual number of PUs that will vest depends on the Company’s achievement of target performance goals related to the Company’s ROIC and total shareholder return over a performance period, which may range from 0% to 200% of the target award amount. The PUs cliff vest at the end of their three-year performance period or vest ratably over three years after their initial two-year performance period. PUs that are expected to be settled in shares of the Company’s common stock are accounted for as equity awards, and the fair value is determined based on the closing price of the common stock on the date of grant and a contemporaneous valuation by an independent valuation specialist with respect to the total shareholder return PUs. PUs that are expected to be settled in cash are accounted for as liability awards.

A summary of activity for PUs transactions and related information for the year ended December 31, 2024 was as follows:

The weighted-average grant date fair value of PUs granted during the years ended December 31, 2024, 2023 and 2022 was $8.38, $19.54 and $9.41, respectively. There were no vestings of PUs during the year ended December 31, 2024. The total fair value of PUs vested during the years ended December 31, 2023 and 2022 was $3,328 and $10,578, respectively. Actual payout of units vested was 0% and no cash was paid to settle PUs during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024, unrecognized compensation expense for the PUs granted in 2024 and 2023 was $2,821 and $923, respectively. Such cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

The fair value of certain PUs is estimated using a Monte Carlo simulation. Expected volatility was calculated based on historical stock price volatility over the previous year. The risk-free rate was based on the U.S. Treasury yield curve, generally represented by U.S. Treasury securities, with a term equal to the expected life of the PUs. The dividend yield was assumed to be zero based on Company’s historical patterns and future expectation. The fair value of the PUs were estimated using the following assumptions:

20. Contingent Liabilities

Litigation and Claims

Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against the Company. The Company accrues for matters when losses are deemed probable and reasonably estimable. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of December 31, 2024, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already accrued for matters, if any, has been incurred. However, the ultimate resolutions of these matters are inherently unpredictable and could require payment substantially in excess of the amounts that have been accrued or disclosed.

Environmental

The Company is subject to a broad range of federal, state and local environmental and occupational safety and health laws and regulations in the United States and other countries, including those governing: emissions to air, discharges to water, noise and odor emissions; the generation, handling, storage, transportation, treatment, reclamation and disposal of chemicals and waste materials; the cleanup of contaminated properties; and human health and safety. The Company may incur substantial costs associated with hazardous substance contamination or exposure, including cleanup costs, fines, and civil or criminal sanctions, third party property or natural resource damage, personal injury claims or costs to upgrade or replace existing equipment as a result of violations of or liabilities under environmental laws or the failure to maintain or comply with environmental permits required at their locations. In addition, many of the Company’s current and former facilities are located on properties with long histories of industrial or commercial operations, and some of these properties have been subject to certain environmental investigations and remediation activities. The Company maintains environmental reserves for certain of these sites. As of December 31, 2024 and December 31, 2023, the Company had $9,535 and $11,354, respectively, reserved in accrued liabilities and other liabilities on the consolidated balance sheets on an undiscounted basis, which it believes are adequate. Because some environmental laws (such as the Comprehensive Environmental Response, Compensation and Liability Act and analogous state laws) can impose liability retroactively and regardless of fault on potentially responsible parties for the entire cost of cleanup at currently or formerly owned or operated facilities, as well as sites at which such parties disposed or arranged for disposal of hazardous waste, the Company could become liable for investigating or remediating contamination at their current or former properties or other properties (including offsite waste disposal locations). The Company may not always be in complete compliance with all applicable requirements of environmental laws or regulation, and the Company may receive notices of violation or become subject to enforcement actions or incur material costs or liabilities in connection with such requirements. In addition, new environmental requirements or changes to interpretations of existing requirements, or in their enforcement, could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company has made and will continue to make expenditures to comply with environmental requirements. While the Company’s costs to defend and settle known claims arising under environmental laws have not been material in the past and are not currently estimated to have a material adverse effect on the Company’s financial condition, such costs may be material to the Company’s financial statements in the future.

Brazil Indirect Tax Claim

In 2019, the Superior Judicial Court of Brazil rendered a favorable decision on a case challenging whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The decision will allow the Company the right to recover, through offset of federal tax liabilities, amounts collected by the government. As a result of the favorable decision, the Company recorded pre-tax recoveries of $8,000 in the South America segment and in cost of products sold for the year ended December 31, 2019. As of December 31, 2024, the Company had $4,357 of pre-tax recoveries remaining. Timing on realization of these remaining recoveries is dependent upon generation of federal tax liabilities eligible for offset.

21. Business Segments

The Company had historically managed its automotive business in four reportable segments: North America, Europe, Asia Pacific and South America. All other business activities were reported in Corporate, eliminations and other. Effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of the Company’s reportable segments, which are based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this change, the Company established two reportable automotive segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. Additional information related to the composition of each reportable segment is included below:

•Sealing Systems: The Sealing Systems segment is comprised of products that are designed and manufactured to protect vehicle interiors from weather, dust and noise intrusion for an improved driving experience. Its products also provide aesthetic and functional class-A exterior surface treatment. The Company believes it is the largest global producer of sealing systems.

•Fluid Handling Systems: The Fluid Handling Systems segment is comprised of products that help convey, connect, control and communicate throughout fluid systems for superior performance across diverse powertrains. The Company leverages its innovation expertise and vertically integrated manufacturing process with strong global standardization to support customers throughout the world.

The new structure is expected to optimize asset and resource allocation, enhance operating efficiency and aid in accelerating growth. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information is reflective of this new structure, and prior period information has been revised to conform to the Company’s current period presentation.

The Company’s CODM, the Chairman and Chief Executive Officer, uses segment adjusted EBITDA as the measure of earnings to evaluate the performance of each segment and to allocate resources, including employees, property, plant and equipment, as well as financial and capital resources. The CODM regularly reviews budget-to-actual variances on a monthly basis for segment adjusted EBITDA to assess performance and make resource allocation decisions. The results of each segment include certain allocations for general, administrative and other shared costs. Segment adjusted EBITDA as used by the Company may not be directly comparable to similarly titled measures reported by other companies.

The measure of segment assets used by the CODM to evaluate segment performance and allocate resources is reported as total assets on the consolidated balance sheets. While inventory and tooling balances by segment are regularly provided to the CODM, this information is not used as a basis for assessing segment performance or determining resource allocation decisions.

The accounting policies of the Company’s segments are consistent with those described in Note 2. “Basis of Presentation and Summary of Significant Accounting Policies.”

Certain financial information on the Company’s reportable segments was as follows:

(a) Other segment items include other income and expenses and other non-comparable items to derive at total reportable segment adjusted EBITDA.

Geographic Information

Geographic information for revenues, based on country of origin, and property, plant and equipment, net, was as follows:

Customer Concentration

Sales to customers of the Company which contributed 10% or more of its total consolidated sales and the related percentage of consolidated Company sales for 2024, 2023 and 2022 was as follows:

SCHEDULE II

Valuation and Qualifying Accounts

(Dollars amounts in millions)

(1)Primarily usage of a previously recorded allowance for credit loss resulting from the bankruptcy proceedings of a divested joint venture for the year ended December 31, 2023, and foreign currency translation for the years ended December 31, 2022.

(2)Includes impact of divestitures.

(3) Includes foreign currency translation.

(4)Primarily related to valuation reversals of $41.5 million in Brazil, Poland, and a Chinese location offset with 2024 losses with no benefits in the U.S. and certain foreign jurisdictions.

(5)Primarily related to 2023 losses with no benefit in the U.S. and certain foreign jurisdictions.

(6) Primarily related to 2022 losses with no benefit in the U.S. and certain foreign jurisdictions in addition to new valuation allowance in Poland.