Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) – October 31, 2014 (October 31, 2014)

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)




Delaware	000-54305	20-1945088
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)




39550 Orchard Hill Place, Novi, Michigan				48375
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code (248) 596-5900

Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2014, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the third quarter ended September 30, 2014. The press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2014, the Board of Directors of Cooper-Standard Holdings Inc. (the “Company”) (NYSE: CPS) (the “Company”) elected Glenn August to the Board of Directors of the Company, effective October 31, 2014. Mr. August replaces director Jeffrey Kirt, who resigned from the Board of Directors effective October 30, 2014. Mr. August will stand for reelection by the Company's shareholders at the Company's Annual Meeting contemplated to be held in May 2015, which is when Mr. Kirt's term was to have ended.

The Board of Directors has affirmatively determined that Mr. August qualifies as an independent director under rules of New York Stock Exchange. Mr. August has been appointed to the Compensation Committee of the Board of Directors.

There are no arrangements or understandings between Mr. August and any person pursuant to which Mr. August was selected as a director, and there are no actual or proposed transactions between Mr. August or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with his appointment as a director of the Company.

As of October 31, 2014, Mr. August is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company's non-executive directors, as more particularly described in the Company's proxy statement filed April 8, 2014, under the sub-heading “Director Compensation”. There is no other material Company plan, contract or arrangement in which Mr. August will participate in connection with his appointment.

Item 7.01 Regulation FD Disclosure.

On October 31, 2014, the Company made available the presentation slides attached hereto as Exhibit 99.1 in the teleconference to discuss its third quarter 2014 results. Exhibit 99.2 is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

99.1 Press release dated October 31, 2014.

99.2 Presentation slides from the teleconference to discuss its third quarter 2014 results held on October 31, 2014.

SIGNATURES

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

Cooper-Standard Holdings Inc.




		/s/ Aleksandra A. Miziolek
Name:		Aleksandra A. Miziolek
Title:		Senior Vice President, General Counsel and Secretary

Date: October 31, 2014

EXHIBIT INDEX




Exhibit Number		Exhibit Name

99.1		Press release dated October 31, 2014.

99.2 Presentation slides from the teleconference to discuss its third quarter 2014 results held on October 31, 2014.

Cooper Standard Reports Third Quarter 2014 Financial Results


•	Signed Agreement to Increase Ownership to 95 Percent of Largest Chinese Sealing Manufacturer


•	Formed Joint Venture with INOAC; Expands Reach of Fluid Transfer Systems in Asia Pacific


•	Sales Grew 2.2 Percent Year-Over-Year

NOVI, Mich., Oct. 31, 2014 -- Cooper-Standard Holdings Inc. (NYSE: CPS), the parent company of Cooper-Standard Automotive Inc. ("Cooper Standard" or "Company"), a leading global supplier of systems and components for the automotive industry, today announced financial results for the third quarter ended September 30, 2014.

“While we did experience economic softening in Brazil and unfavorable foreign exchange in the quarter, we made solid progress executing our profitable growth strategy,” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “In Asia, we continued the expansion of our presence with the successful execution of two important agreements that significantly improves our position in the Chinese automotive sealing and fluid transfer system markets.”

Third Quarter and Nine Months Ended September 30, 2014 Results

The Company reported revenue of $781.0 million for the third quarter of 2014, up 2.2 percent from $764.1 million for the third quarter of 2013. The increase in sales was favorably impacted by increased volumes in North America and Asia Pacific, share gains in Europe and incremental sales related to the Jyco acquisition, which was completed July 31, 2013. These items were partially offset by lower production volumes in Brazil, customer price concessions, sale of the Company’s thermal and emissions product line and unfavorable foreign exchange of $3.1 million.

Gross profit for the quarter was $111.3 million, or 14.2 percent of sales, compared to $115.0 million, or 15.1 percent of sales, for the same period last year. The decrease in gross profit margin was driven primarily by unfavorable foreign exchange, customer price concessions, higher staffing costs and other operating expenses, partially offset by the favorable impact of continuous improvement savings.

The Company reported third quarter 2014 net income of $22.7 million, or $1.23 per share on a fully diluted basis, including a gain of $15.3 million (after tax) related to the sale of our thermal and emissions product line, compared to $20.6 million, or $1.08 per share, in the third quarter of 2013. Net income for the nine months ended September 30, 2014, was $55.6 million which included $18.9 million (after tax) of debt extinguishment costs related to the Company's debt repurchase transactions that were completed in April, compared to $68.7 million in the same prior year period.

Adjusted EBITDA for the third quarter was $66.6 million, or 8.5 percent of sales, compared to $69.5 million, or 9.1 percent of sales, in the same quarter last year. For the nine month period ended September 30, 2014, adjusted EBITDA was $239.4 million, compared to $ 228.7 million in the prior year period.

2014 Guidance

The Company reaffirmed its full year guidance as previously provided. Assuming North American vehicle production volume of 17.0 million units, European vehicle production volume of 20.0 million units and an average full year exchange rate of 1 Euro = $1.33 and 1 Canadian dollar = $0.91, the Company expects:


•	Consolidated Sales: $3.25 billion - $3.35 billion


•	Capital Expenditures: $195 million - $205 million


•	Cash Restructuring Expenses: $20 million - $30 million


•	Cash Taxes: $25 million - $35 million

Net Income to Adjusted EBITDA Reconciliation

The following table provides a reconciliation of EBITDA and adjusted EBITDA to net income, which is the most comparable U.S. GAAP financial measure:

Management considers EBITDA and adjusted EBITDA as key indicators of the Company's operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company's performance. Adjusted EBITDA is defined as net income adjusted to reflect income tax expense, interest expense net of interest income, depreciation and amortization, and certain non-recurring items that management does not consider to be reflective of the Company's core operating performance.

When analyzing the Company's operating performance, investors should use EBITDA and adjusted EBITDA in addition to, and not as alternatives for, net income, operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of the Company's performance. EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company's results of operations as reported under GAAP. Other companies may report EBITDA and adjusted EBITDA differently and therefore Cooper Standard's results may not be comparable to other similarly

titled measures of other companies. In addition, in evaluating adjusted EBITDA, it should be noted that in the future Cooper Standard may incur expenses similar to or in excess of the adjustments in the above presentation. This presentation of adjusted EBITDA should not be construed as an inference that Cooper Standard's future results will be unaffected by unusual or non-recurring items.

Conference Call Details

Cooper Standard will host a conference call and webcast on Friday, Oct. 31 at 9 a.m. ET to discuss its third quarter 2014 results, provide a general business update and respond to investor questions.

An interactive webcast will also be available by clicking here.

To participate in the live question-and-answer session, callers in the United States and Canada should dial toll-free 800-949-4315 (international callers dial 678-825-8315) and provide the conference ID 19194899 or ask to be connected to the Cooper Standard teleconference. Callers should dial in at least five minutes prior to the start of the call. Financial and automotive analysts are invited to ask questions after the presentations are made.

Individuals unable to participate during the live teleconference or webcast may visit the investors' portion of the Cooper Standard website (http://www.ir.cooperstandard.com) for a webcast or podcast replay of the presentation.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer and anti-vibration systems. Cooper Standard employs more than 25,000 people globally and operates in 20 countries around the world. For more information, please visit www.cooperstandard.com.

Forward Looking Statements

This press release includes forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, reflecting management's current analysis and expectations, based on what are believed to be reasonable assumptions. The words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" or future or conditional verbs, such as "will," "should," "could" or "may" and variations of such words or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future results and may involve known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties set forth in the Company's most recent Annual Report on the Form 10-K, subsequent Quarterly Reports on Form 10Q and other Securities and Exchange Commission filings. The forward-looking statements in this press release are made as of the date hereof and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

###

CPS_F

Contact for Analysts:
Glenn Dong
Cooper Standard
(248) 596-6031
investorrelations@cooperstandard.com

Contact for Media:
Sharon Wenzl
Cooper Standard
(248) 596-6211
sswenzl@cooperstandard.com

1 DRIVE FOR PROFITABLE GROWTH Third Quarter Earnings Call October 31, 2014

2 2 Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. We make forward-looking statements in this presentation and may make such statements in future filings with the SEC. We may also make forward-looking statements in our press releases or other public or stockholder communications. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends, and other information that is not historical information. When used in this presentation, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends and data are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, no assurances can be made that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Important factors that could cause our actual results to differ materially from the forward-looking statements we make herein include, but are not limited to: cyclicality of the automotive industry with the possibility of further material contractions in automotive sales and production effecting the viability of our customers and financial condition of our customers; global economic uncertainty, particularly in Europe; loss of large customers or significant platforms; our ability to generate sufficient cash to service our indebtedness, and obtain future financing; operating and financial restrictions imposed on us by our credit agreements; our underfunded pension plans; supply shortages; escalating pricing pressures and decline of volume requirements from our customers; our ability to meet significant increases in demand; availability and increasing volatility in cost of raw materials or manufactured components; our ability to continue to compete successfully in the highly competitive automotive parts industry; risks associated with our non-U.S. operations; foreign currency exchange rate fluctuations; our ability to control the operations of joint ventures for our benefit; the effectiveness of our continuous improvement program and other cost savings plans; a disruption in our information technology systems; product liability and warranty and recall claims that may be brought against us; work stoppages or other labor conditions; natural disasters; our ability to meet our customers’ needs for new and improved products in a timely manner or cost-effective basis; the possibility that our acquisition strategy may not be successful; our legal rights to our intellectual property portfolio; environmental and other regulations; the possible volatility of our annual effective tax rate; significant changes in discount rates and the actual return on pension assets; the possibility of future impairment charges to our goodwill and long-lived assets; and the interests of our major stockholders may conflict with our interests. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this presentation and are expressly qualified in their entirety by the cautionary statements included herein. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

3 Jeff Edwards Chairman and Chief Executive Officer

4 4 Industry Overview • Global economy struggling to gain momentum • European vehicle production softening • Customers significantly reduced production in Brazil • Volume up in NA with a decline on key platforms

5 5 Cooper Standard Overview • Quarter impacted by: – Significant volume decline in Brazil – Foreign exchange fluctuations – Softening sales on key customer platforms • Strategic progress – Notable additions in Asia Pacific – Sale of thermal and emissions product line – Sold breakthrough technologies globally

6 6 Regional Overview Europe • Continuing margin improvements • Serbia production on schedule • Added fluid transfer systems capability in Spain North America • Green on major platform launches • Production mix negative for Q3 South America • Significant challenges in Brazil with production and FX volatility • Flexing to lower volumes Asia Pacific • Grand opening of Shanghai technical center • Agreement to own 95% of largest Chinese sealing manufacturer • INOAC JV expands reach of FTS business

7 7 Cooper Standard / INOAC JV • Majority - owned JV with an Asian auto supplier provides opportunity for expanding Asia market • Expands our global reach and leadership position in Fluid Transfer Systems product line • Provides additional alignment with Japanese OEMs • Supports global programs Huayu-Cooper Standard JV • Cooper Standard to become majority (95%) owner of largest Chinese automotive sealing supplier • Accelerates company’s sealing and trim strategy in China • Provides growth opportunities with domestic Chinese automakers • Supports global platforms Changchun Chongqing Huai-an Jingzhou Kunshan Shanghai Current Locations Huayu-Cooper Standard Locations Wuhu Guangzhou Shenyang Qinpu Growing in China

8 8 Recap of the Quarter • Significant progress on strategic initiatives • Guidance reaffirmed • Continue to anticipate achieving double digit adjusted EBITDA for full year 2014

9 Allen Campbell Executive Vice President and Chief Financial Officer

10 10 Q3 2014 Performance Overview • Challenges in Brazil affecting results • North America sales impacted by vehicle mix and FX • Continuing margin improvement in Europe • Investing in Asia to support growth

11 Passion for Performance Q3 and Year-to-Date 2014 Revenue Note: Numbers subject to rounding Q3 2013 - $764 Q3 2014 - $781 YTD 2013 - $2,296 YTD 2014 - $2,476 $ USD Millions Third Quarter Year-to-Date $0 $100 $200 $300 $400 $500 North America Europe Asia Pacific South America $409 $258 $54 $43 $413 $265 $62 $40 $0 $250 $500 $750 $1,000 $1,250 $1,500 North America Europe Asia Pacific South America $1,192 $806 $160 $139 $1,298 $879 $178 $121

12 Passion for Performance Q3 and Year-to-Date 2014 Performance $ USD Millions, except EPS / % Note: Numbers subject to rounding EBITDA and Adjusted EBITDA are Non-GAAP measures. See appendix. Third Quarter Year-to-Date 2013 2014 2013 2014 $764.1 $781.0 Sales $2,296.3 $2,476.1 115.0 111.3 Gross Profit 367.6 391.6 15.1% 14.2% % Margin 16.0% 15.8% 73.0 67.4 SGA 220.8 228.6 36.4 53.5 Operating Profit 127.5 157.4 4.8% 6.9% % Margin 5.6% 6.4% $20.6 $22.7 Net Income $68.7 $55.6 $1.08 $1.23 Fully Diluted EPS $3.26 $3.07 $69.5 $66.6 Adjusted EBITDA $228.7 $239.4 9.1% 8.5% % Margin 10.0% 9.7%

13 Passion for Performance EBITDA and Adjusted EBITDA Reconciliation $ USD Millions 2014 Net income Income tax expense EBITDA Restructuring, net of noncontrolling interest Adjusted EBITDA Nine Months Ended Sep 30, Net interest expense Depreciation and amortization EBITDA and Adjusted EBITDA are Non-GAAP measures. See appendix. Note: Numbers subject to rounding Stock based compensation 2013 24.6 40.0 83.2 $ 216.5 6.9 $ 228.7 $ 68.7 4.3 35.4 35.3 84.7 $ 211.0 11.5 $ 239.4 $ 55.6 2.8 Loss on Debt Extinguishment - 30.5 Acquisition costs and Others 1.5 1.0 Gain on sales of Thermal and Emissions ( 17.9) -

14 14 YTD 2014 Cash Flow and Key Financial Ratios Note: Numbers subject to rounding $ USD Millions Liquidity Cash Balance as of December 31, 2013 $ 184.4 Cash generated 60.5 Cash Balance as of Sep 30, 2014 $ 244.9 ABL Revolver 180.0 Letters of Credit (35.6) Total Liquidity $ 389.3 Key Financial Ratios • Net Leverage $ 541.2 M • Net Leverage to Adjusted EBITDA 1.8 x • Interest Coverage Ratio 5.9 x EBITDA, Adjusted EBITDA and Financial Ratios are Non-GAAP measures. See appendix. $184.4 $118.8 $244.9 $172.2 $83.5 $154.3 $58.3 $44.9 $22.9 $0 $100 $200 $300 $400 Cash balance as of 12/31/2013 Cash from business Changes in operating assets and liabilities Capital expenditures Free cash flow Financing activities Proceeds from sale of T&E product line FX and others Cash balance as of 9/30/2014 (a) FX and others include FX of $11.9, warrant exercise of $8.5, and others (a)

15 15 2014 Guidance Key Assumptions: North American production 17.0 million European (including Russia) production 20.0 million Average full year exchange rate 1 EUR = $1.33 USD 1 CAD = $0.91 USD *G=Guidance Cash Balance as of March 31, 2012 296.0 Cash generated (43.9) Cash Balance as of June 30 , 2012 252.1 $1,945 $2,414 $2,854 $2,881 $3,091 2009A 2010A 2011A 2012A 2013A 2014G $3,250 - $3,350 $ USD Millions Cash Balance as of March 31, 2012 296.0 Cash generated (43.9) Cash Balance as of June 30 , 2012 252.1 $ USD Millions Cash Balance as of March 31, 2012 296.0 Cash generated (43.9) Cash Balance as of June 30 , 2012 252.1 $ USD Millions $42 $19 $26 $39 $21 $20-$30 2009A 2010A 2011A 2012A 2013A 2014G ($3) $13 $22 $21 $9 $25-$35 2009A 2010A 2011A 2012A 2013A 2014G Revenues Cash Taxes Cash Restructuring Cash Balance as of March 31, 2012 296.0 Cash generated (43.9) Cash Balance as of June 30 , 2012 252.1 $46 $77 $108 $131 $183 $195-$205 2009A 2010A 2011A 2012A 2013A 2014G $ USD Millions Capital Expenditures

16 Q&A

17 Appendix

18 18 Note: Numbers subject to rounding Adj. EBITDA % Margin - Nine Months Ended September 30, 2014 (1) Includes noncash restructuring and is net of noncontrolling interest (2) Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company’s 2010 reorganization (3) Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes (4) Gain on sale of thermal and emissions product line Three Months Ended Nine Months Ended 31-Mar-14 30-Jun-14 30-Sep-14 30-Sep-14 Net income (loss) $19.7 $13.2 $22.7 $55.6 Income tax expense 12.1 4.4 18.9 35.4 Interest expense, net of interest income 15.0 10.9 9.4 35.3 Depreciation and amortization 28.3 28.5 28.0 84.7 EBITDA $75.1 $57.0 $79.0 $211.0 Restructuring (1) 3.0 3.8 4.7 11.5 Stock-based compensation (2) 2.1 0.7 - 2.8 Acquisition costs - - 0.4 0.4 Loss on extinguishment of debt (3) 0.2 30.3 - 30.5 Gain on divestiture (4) - - (17.9) (17.9) Other 0.2 0.4 0.4 1.1 Adjusted EBITDA $80.6 $92.2 $66.6 $239.4 Sales $837.6 $857.6 $781.0 $2,476.1 Adjusted EBITDA as a percent of Sales 9.6% 10.8% 8.5% 9.7%

19 19 Note: Numbers subject to rounding Adj. EBITDA % Margin - Nine Months Ended September 30, 2013 (1) Includes noncash restructuring. (2) Proportionate share of restructuring costs related to Cooper Standard France joint venture. (3) Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company’s 2010 reorganization. (4) Write-up of inventory to fair value for the Jyco acquisition (5) Costs incurred in relation to the Jyco acquisition ($ USD Millions) Three Months Ended Nine Months Ended Mar 31, Jun 31, Sep 30, Sep 30, 2013 2013 2013 2013 Net income $ 20.7 $ 27.4 $ 20.6 $ 68.7 Income tax expense 7.9 12.2 4.5 24.6 Interest expense, net of interest income 11.2 13.6 15.2 40.0 Depreciation and amortization 29.8 28.2 25.2 83.2 EBITDA $ 69.6 $ 81.4 $ 65.5 $ 216.5 Restructuring (1) 4.8 1.0 1.9 7.7 Noncontrolling interest restructuring (2) (0.7) (0.1) - (0.8) Stock-based compensation (3) 2.7 0.5 1.1 4.3 Inventory write-up (4) - - 0.3 0.3 Acquisition costs (5) - - 0.7 0.7 Others 0.3 (0.3) - - Adjusted EBITDA $ 76.7 $ 82.5 $ 69.5 $ 228.7 Sales 747.6 784.7 764.1 2,296.3 Adjusted EBITDA as a percent of Sales 10.3% 10.5% 9.1% 10.0%

20 20 Net Leverage Ratio and Adj. EBITDA % Margin as of September 30, 2014 Note: Numbers subject to rounding ($ USD Millions) Three Months Ended Twelve Months Ended Dec 31, 2013 Mar 31, 2014 Jun 30, 2014 Sep 30, 2014 Sep 30, 2014 Net income (loss) $ (20.8) $ 19.7 $ 13.2 $ 22.7 $ 34.8 Income tax expense 21.0 12.1 4.4 18.9 56.4 Interest expense, net of interest income 14.9 15.0 10.9 9.4 50.2 Depreciation and amortization 27.9 28.3 28.5 28.0 112.7 EBITDA $ 43.0 $ 75.1 $ 57.0 $ 79.0 $ 254.1 Restructuring (1) 14.3 3.0 3.8 4.7 25.6 Stock-based compensation (2) 0.9 2.1 0.7 - 3.7 Acquisition costs 0.2 - - 0.4 0.6 Loss on extinguishment of debt (3) - 0.2 30.3 - 30.5 Gain on divestiture (4) - - - (17.9) (17.9) Other 0.3 0.2 0.4 0.4 1.4 Adjusted EBITDA $ 58.7 $ 80.6 $ 92.2 $ 66.6 $ 298.0 Net Leverage Debt payable within one year $ 26.1 Long-term debt 760.0 Less: cash and cash equivalents (244.9) Net Leverage $ 541.2 Net Leverage Ratio 1.82 Interest coverage ratio 5.93 Sales $ 794.2 $ 837.6 $ 857.6 $ 781.0 $ 3,270.4 Adjusted EBITDA as a percent of Sales 7.4% 9.6% 10.8% 8.5% 9.1% (1) Includes noncash restructuring and is net of noncontrolling interest (2) Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company’s 2010 reorganization (3) Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes (4) Gain on sale of thermal and emissions product line

21 21 Non-GAAP Financial Measures EBITDA and adjusted EBITDA are measures not recognized under Generally Accepted Accounting Principles (GAAP) which exclude certain non-cash and non-recurring items. Management considers EBITDA and adjusted EBITDA as key indicators of the Company's operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company's performance. Adjusted EBITDA is defined as net income adjusted to reflect income tax expense, interest expense net of interest income, depreciation and amortization, and certain non-recurring items that management does not consider to be reflective of the Company's core operating performance. When analyzing the company’s operating performance, investors should use EBITDA and adjusted EBITDA in addition to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of the company’s performance. EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the company’s results of operations as reported under GAAP. Other companies may report EBITDA and adjusted EBITDA differently and therefore Cooper Standard’s results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA, it should be noted that in the future Cooper Standard may incur expenses similar to or in excess of the adjustments in the above presentation. This presentation of adjusted EBITDA should not be construed as an inference that Cooper Standard's future results will be unaffected by unusual or non- recurring items.

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