Cooper Standard : Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

About this update from Cooper-standard Holdings Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations This management's discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See "Forward-Looking Statements" below for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("2025 Annual Report"), including Item 1A. "Risk Factors." The following should be read in conjunction with our 2025 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2025 Annual Report. References in this quarterly report on Form 10-Q (the "Report") to "we," "our," or the "Company" refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries. Executive Overview Our Business We design, manufacture and sell sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use primarily in passenger vehicles and light trucks manufactured by global original equipment manufacturers ("OEMs"). We are primarily a "Tier 1" supplier, with approximately 86% of our sales in 2025 made directly to major OEMs for installation on new vehicles. Recent Trends and Conditions General Economic Conditions and Outlook The global automotive industry is susceptible to unpredictable economic conditions that can adversely impact new vehicle demand and production levels. These challenges may be compounded by disruptions in supply chains for certain critical materials and components, while business conditions can vary materially by region and over time. In 2025, global light vehicle production increased modestly despite persistent economic risks and uncertainties stemming from ongoing geopolitical conflicts, vehicle affordability pressures and shifts in U.S. trade policy, including the implementation of significant new tariffs on a broad range of imported goods, automobiles included. This growth was primarily driven by strong production volumes in China, which more than offset declines in North America and Europe. The industry outlook for 2026 is increasingly uncertain due to geopolitical risks, including military actions in the Middle East, rising oil prices, constraints on global trade and transportation through the Strait of Hormuz, increased inflationary pressures and reduced consumer confidence. In North America, consumer confidence in the United States remains subdued, with certain surveys and economic indices declining to their lowest levels in over a decade. Ongoing concerns regarding U.S. military actions in the Middle East and continued uncertainty surrounding U.S. trade policy have contributed to heightened volatility across capital and consumer markets. Persistently high interest rates, elevated prices for energy and consumer goods, and rising levels of consumer debt are further weighing on overall economic activity. Conversely, lower tax rates, reduced regulation, and other incentives included in recently enacted legislation are expected to support commercial investment and consumer demand once geopolitical conditions stabilizes. Economists at the International Monetary Fund ("IMF") project that the economies of the United States, Canada and Mexico will grow by 2.3 percent, 1.5 percent and 1.6 percent, respectively, in 2026. In Europe, trends toward economic stabilization and expansion evident earlier in the year have been disrupted by the military actions in the Middle East. Rising oil and natural gas prices are contributing to higher inflation and lower consumer spending. Fiscal stimulus, particularly in Germany, increased defense-related spending, and continuing solid business investment are expected to provide some support to regional economic activity, partially offsetting lower consumer spending. Amid this uncertain environment, economists at the IMF project that the Eurozone economy will grow by 1.1 percent in 2026. In the Asia Pacific region, China's economy has continued to grow steadily, supported by domestic stimulus measures and increased export activity. Lower effective U.S. tariffs and domestic stimulus have helped offset certain impacts of the military actions in the Middle East. However, weak consumer demand, persistent declines in property values and rising public debt continue to cloud the outlook for future growth, with consumer confidence remaining near its lowest level in a decade. Despite these challenges, economists at the IMF project that China's economy will grow by 4.4 percent in 2026. In South America, the Brazilian central bank initiated a policy to lower interest rates during the first quarter of 2026 in an effort to stimulate economic growth. However, inflationary pressures have re-emerged as military actions in the Middle East have led to higher energy prices and increased costs for imported fertilizers critical to Brazil's agriculture sector. With inflation concerns rising, the central bank may need to moderate its pace of rate reductions in the near term. Despite these concerns and ongoing global market uncertainty, consumer confidence in Brazil remains well above the averages observed over the past decade. As a result, economists at the IMF project that Brazil's economy will grow by 1.9 percent in 2026. Production Levels Our business is directly affected by automotive vehicle production rates in North America, Europe, the Asia Pacific region and South America. These production rates can be impacted by changing macro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions, supply chain disruptions and changing regulatory and trade requirements, among other factors. Light vehicle production in certain regions for the three months ended March 31, 2026 and 2025 was as follows: Three Months Ended March 31, (in millions of units) 2026 (1) 2025 (1) % Change North America 3.7 3.8 (2.0)% Europe 4.3 4.4 (0.9)% Asia Pacific 12.3 12.8 (3.6)% Greater China 6.5 7.2 (9.7)% South America 0.7 0.7 3.8% (1) Production data based on S&P Global, April 2026. Current industry forecasts project that global light vehicle production for the full year 2026 will decline by approximately 2% compared to the full year 2025, followed by modest growth in 2027. Actual production volumes, however, have varied historically and may fluctuate from forecasted levels due to geopolitical actions, catastrophic events affecting the supply of aluminum and other critical materials and components, broader supply chain disruptions, labor-related disruptions in certain regions or locations, cyberattacks or natural disasters impacting customer operations, changes in consumer demand, the regulatory environment, availability of incentives and overall industry competitiveness, among other factors. In addition, the electric vehicle segment continues to face significant challenges in achieving previously forecasted production volumes, particularly in North America. Raw Materials Our business is susceptible to inflationary pressures related to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Although global commodity markets and pricing remained relatively stable in 2025, geopolitical instability in the Middle East during the first three months of 2026 has contributed to higher oil prices and disruptions along major global shipping routes. These conditions may result in shipment delays, extended transit times, increased fuel, freight and insurance costs, reduced carrier availability, or the need to reroute cargo, any of which could adversely affect our supply chain, production schedules, operating costs, and ability to meet customer delivery commitments. To date, we have not experienced a material financial impact from the ongoing geopolitical instability in the Middle East. We continue to work closely with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of index-based pricing agreements and other commercial enhancements. General Inflation and Recovery Strategy In response to inflationary cost pressures that we continue to experience, we have implemented aggressive lean and cost optimization initiatives that are helping to offset these cost pressures. In addition, we continue to actively pursue pricing adjustments from our customers to offset higher costs in our current business, where the higher costs are market driven and beyond our immediate control. Results of Operations Three Months Ended March 31, 2026 2025 Change (Dollar amounts in thousands) Sales $ 686,359 $ 667,069 $ 19,290 Cost of products sold 603,941 589,891 14,050 Gross profit 82,418 77,178 5,240 Selling, administration & engineering expenses 52,505 51,191 1,314 Amortization of intangibles 1,224 1,612 (388) Restructuring charges 4,632 2,111 2,521 Operating income 24,057 22,264 1,793 Interest expense, net of interest income (28,308) (28,619) 311 Equity in earnings of affiliates 1,449 1,776 (327) Loss on refinancing and extinguishment of debt (24,155) - (24,155) Other (expense) income, net (2,112) 8,884 (10,996) (Loss) income before income taxes (29,069) 4,305 (33,374) Income tax expense 4,197 2,703 1,494 Net (loss) income (33,266) 1,602 (34,868) Net income attributable to noncontrolling interests (37) (50) 13 Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (33,303) $ 1,552 $ (34,855) Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025 Sales Three Months Ended March 31, Variance Due To: 2026 2025 Change Volume/Mix* Foreign Exchange (dollar amounts in thousands) Total sales $ 686,359 $ 667,069 $ 19,290 $ (4,704) $ 23,994 * Net of customer price adjustments, including recoveries. Sales for the three months ended March 31, 2026 increased 2.9%, compared to the three months ended March 31, 2025. The increase in sales was driven by favorable foreign exchange, partially offset by net unfavorable volume and mix, net of customer price adjustments including recoveries. Gross Profit Three Months Ended March 31, Variance Due To: 2026 2025 Change Volume/Mix* Foreign Exchange Cost Increases/(Decreases)** (dollar amounts in thousands) Cost of products sold $ 603,941 $ 589,891 $ 14,050 $ 2,762 $ 24,114 $ (12,826) Gross profit 82,418 77,178 5,240 (7,466) (120) 12,826 Gross profit percentage of sales 12.0 % 11.6 % * Net of customer price adjustments, including recoveries. ** Net of savings from restructuring initiatives. Cost of products sold is primarily comprised of direct materials, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. Among these, direct materials represent the largest component, accounting for approximately 50% and 52% of total costs of products sold for the three months ended March 31, 2026 and March 31, 2025, respectively. The change in cost of products sold was impacted by unfavorable foreign exchange, increased costs from volume and mix, net of recoveries, and higher inflation of labor and overhead, partially offset by manufacturing and purchasing savings through lean initiatives and savings from prior year restructuring initiatives. Gross profit for the three months ended March 31, 2026 increased $5.2 million compared to the three months ended March 31, 2025. The change in gross profit was driven by manufacturing and purchasing savings through lean initiatives and savings from prior year restructuring initiatives, partially offset by unfavorable volume and mix, net of recoveries, and higher inflation of labor and overhead. Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses for the three months ended March 31, 2026 were $52.5 million, or 7.6% of sales, compared to $51.2 million, or 7.7% of sales for the three months ended March 31, 2025. The increase in dollar terms was primarily due to foreign exchange. Restructuring Charges. Restructuring charges for the three months ended March 31, 2026 increased $2.5 million compared to the three months ended March 31, 2025. The increase was primarily driven by higher restructuring costs related to employee severance and other related exit costs in our Fluid Handling Systems segment. Loss on Refinancing and Extinguishment of Debt. Loss on refinancing and extinguishment of debt for the three months ended March 31, 2026 was $24.2 million, which resulted from redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes related to the Refinancing Transactions described in Liquidity and Capital Resources. Other (Expense) Income, Net. Other expense, net for the three months ended March 31, 2026 was $2.1 million compared to other income, net of $8.9 million for the three months ended March 31, 2025. The change was primarily driven by $10.0 million of income recognized in connection with certain royalty settlements in the prior year period. Income Tax Expense. Income tax expense for the three months ended March 31, 2026 was $4.2 million on losses before income taxes of $29.1 million compared to income tax expense of $2.7 million on earnings before income taxes of $4.3 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 differed from the effective tax rate for the three months ended March 31, 2025 primarily due to the geographic mix of pre-tax earnings and losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, and other permanent items. Segment Results of Operations Our business is organized in two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. We have defined adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, restructuring expense, and special items. The following tables present sales and segment adjusted EBITDA for each of the reportable segments. Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025 Sales Three Months Ended March 31, Variance Due To: 2026 2025 Change Volume/Mix* Foreign Exchange (dollar amounts in thousands) Sales to external customers Sealing Systems $ 348,303 $ 344,311 $ 3,992 $ (14,560) $ 18,552 Fluid Handling Systems 317,946 303,998 13,948 8,507 5,441 * Net of customer price adjustments, including recoveries. Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable mix. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in a $13.0 million favorable impact, as well as a $2.4 million favorable impact of the Chinese Renminbi, a $2.0 million favorable impact of the Brazilian Real, and a $1.2 million favorable impact of all other currencies. Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by favorable volume and mix, improved customer recoveries, and timing of tariff recoveries. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in a a $3.7 million favorable impact of the Euro, as well as a $1.0 million favorable impact of the Chinese Renminbi, and a $0.7 million favorable impact of all other currencies. Segment adjusted EBITDA Three Months Ended March 31, Variance Due To: 2026 2025 Change Volume/Mix* Foreign Exchange Cost Decreases/(Increases)** (dollar amounts in thousands) Segment adjusted EBITDA Sealing Systems $ 29,951 $ 32,312 $ (2,361) $ (9,799) $ 368 $ 7,070 Fluid Handling Systems 23,455 20,982 2,473 2,544 (4,619) 4,548 * Net of customer price adjustments, including recoveries. ** Net of savings from restructuring initiatives. Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable mix. The cost decreases were driven by $6.6 million of manufacturing and purchasing savings through lean initiatives and $4.3 million of all other operational savings, primarily from prior year restructuring actions. These savings were partially offset by $3.8 million of unfavorable inflation in labor and other operational costs. Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by improved customer recoveries, timing of tariff recoveries, and partially offset by unfavorable mix. The foreign currency exchange variance was primarily driven by a $5.3 million unfavorable impact of the Mexican Peso and a $0.7 million favorable impact of all other currencies. The cost decreases were driven by $10.5 million of manufacturing and purchasing savings through lean initiatives and were partially offset by $6.0 million of unfavorable inflation in labor and other operational cost increases. Liquidity and Capital Resources Short and Long-Term Liquidity Considerations and Risks The sources to fund our ongoing working capital, capital expenditures, debt service and other funding requirements are a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility ("ABL Facility") and receivables factoring. We utilize intercompany loans and equity contributions to fund our worldwide operations. However, certain country-specific regulations may impose restrictions or result in increased costs when repatriating funds. See Note 7. "Debt and Other Financing" to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information. We continue to actively preserve cash and enhance liquidity, including proactively managing our capital expenditures. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations under our ABL Facility, depends on our future operating performance and cash flows. These may be impacted by many factors outside of our control, including but not limited to industry production levels, the costs of raw materials, the state of the overall automotive industry, geopolitical risks, general financial and economic conditions, including global trade and tariff policies, work stoppages, and potential public health events. Considering these factors, current projections for light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the industry . Refinancing Transactions On March 4, 2026 (the "Settlement Date"), Cooper-Standard Automotive Inc. ("CSA U.S.")., a wholly-owned subsidiary of the Company, completed certain refinancing transactions (the "Refinancing Transactions") consisting of: • the issuance by CSA U.S. of $1,100.0 million aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the "Senior Secured First Lien Notes") pursuant to an Indenture, dated as of the Settlement Date (the "Indenture"), by and among CSA U.S., the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "Collateral Agent"); • the redemption of all $616.9 million aggregate principal amount of CSA U.S.'s 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the "First Lien Notes") at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date; • the redemption of all $391.8 million aggregate principal amount of CSA U.S.'s 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the "Third Lien Notes") at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date; • the redemption of all $42.6 million aggregate principal amount of CSA U.S.'s 5.625% Senior Notes due 2026 (the "2026 Senior Notes") at a redemption price of 100.000% of the principal amount thereof, plus accrued interest and unpaid interest thereon to, but excluding the Settlement Date; and • the entry into Amendment No. 5 (the "Fifth Amendment") to the ABL Facility with certain lenders, Bank of America, N.A., as agent, and the other parties thereto. As a result of the Refinancing Transactions, the Company extended the maturities of its indebtedness and reduced the amount of cash interest the Company is required to pay on such indebtedness. The Company recognized a loss on the refinancing and extinguishment of debt of $24.2 million during the three months ended March 31, 2026 related to redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes. Additionally, the Company incurred total fees and redemption premiums of $35.3 million associated with the Refinancing Transactions, of which $28.9 million were paid during the three months ended March 31, 2026 and $6.4 million are recorded in accounts payable in the condensed consolidated balance sheets as of March 31, 2026 and will be paid in future periods. The fees and redemption premiums paid during the three months ended March 31, 2026 are reflected as a financing outflow in the condensed consolidated statement of cash flows. Cash Flows Operating Activities. Net cash used in operations was $69.2 million for the three months ended March 31, 2026, compared to net cash used in operations of $14.9 million for the three months ended March 31, 2025. The net change was primarily due to an increase in cash interest payments of $23.9 million year-over-year as a result of the Refinancing Transactions described above, lower net cash earnings year-over-year driven by $10.0 million of income recognized in connection with certain royalty settlements in the prior year and changes in working capital. Working capital was negatively impacted primarily due to an increase in payments related to customer tooling programs during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Investing Activities. Net cash used in investing activities was $24.0 million for the three months ended March 31, 2026, compared to net cash used in investing activities of $15.2 million for the three months ended March 31, 2025. The net change was primarily due to higher capital expenditures. Capital expenditures were $24.0 million for the three months ended March 31, 2026 compared to $17.5 million for the three months ended March 31, 2025. We expect to maintain disciplined capital spending and anticipate total capital expenditures of approximately $55 million to $65 million in 2026. Financing Activities. Net cash provided by financing activities totaled $16.4 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $2.5 million for the three months ended March 31, 2025. The net change was primarily due to the net cash impact of the Refinancing Transactions described above. This net change was partially offset by a net increase in tax withholding amounts related to employees' share-based payment awards by $1.3 million year-over-year. Share Repurchase Program In June 2018, our Board of Directors approved a common stock repurchase program (the "2018 Program") authorizing us to repurchase, in the aggregate, up to $150.0 million of our outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by us and in accordance with prevailing market conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions, changes in tax laws and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program became effective in November 2018. As of March 31, 2026, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the three months ended March 31, 2026 or 2025. Other Matters We may, from time to time, seek to purchase our outstanding debt securities or loans, including the Senior Secured First Lien Notes. Such transactions could be privately negotiated or open market transactions, pursuant to tender offers or otherwise. Any such purchases will be made in our sole discretion in light of market conditions, applicable limitations contained in the agreements governing our indebtedness and other relevant factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series. We designated Liveline Technologies, Inc. ("Liveline") as an unrestricted subsidiary under the terms of certain of its debt agreements. Liveline remains a wholly-owned subsidiary of CSA U.S. Liveline incurred a net loss of $0.5 million and $0.4 million during the three months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, Liveline had approximately $0.9 million of gross assets. Liveline will look to the Company for necessary funding until it is able to sustain itself through sales of its products and services. Non-GAAP Financial Measures In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA: • because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements; • in developing our internal budgets and forecasts; • as a significant factor in evaluating our management for compensation purposes; • in evaluating potential acquisitions; • in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and • in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company. In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, certain impairment charges, non-cash fair value adjustments and acquisition-related costs. EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include the following: • they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments; • they do not reflect changes in, or cash requirements for, our working capital needs; • they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, and Senior Secured First Lien Notes, First Lien Notes, Third Lien Notes, and 2026 Senior Notes; • they do not reflect certain tax payments that may represent a reduction in cash available to us; • although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and • other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases. In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items. The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net (loss) income, which is the most comparable financial measure in accordance with U.S. GAAP: Three Months Ended March 31, 2026 2025 (Dollar amounts in thousands) Net (loss) income attributable to Cooper-Standard Holdings Inc. $ (33,303) $ 1,552 Income tax expense 4,197 2,703 Interest expense, net of interest income 28,308 28,619 Depreciation and amortization 23,020 23,828 EBITDA $ 22,222 $ 56,702 Restructuring charges 4,632 2,111 Gain on sale of businesses, net (1) - (98) Loss on refinancing and extinguishment of debt (2) 24,155 - Adjusted EBITDA $ 51,009 $ 58,715 (1) Gain on sale of businesses related to divestiture in 2024. (2) Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions during the three months ended March 31, 2026. Contingencies and Environmental Matters The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 15. "Commitments and Contingencies" to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by reference. Critical Accounting Estimates There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026. Forward-Looking Statements This quarterly report on Form 10-Q includes "forward-looking statements" within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "outlook," "guidance," "forecast," or future or conditional verbs, such as "will," "should," "could," "would," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company's stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers' employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruptions in our supply base or our customers' supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; the effects of a potential U.S. government shutdown and its impact on our customers; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers' needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations. You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this quarterly report on Form 10-Q, and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law. This quarterly report on Form 10-Q also contains estimates and other information that is based on industry publications, surveys, and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

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