Cooper-Standard Holdings Inc.: Form 10-Q for the period ended Sep 30, 2025

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, 2024 filed with the U.S. Securities and Exchange Commission (“2024 Annual Report”), including Item 1A. “Risk Factors.” The following should be read in conjunction with our 2024 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2024 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 2024 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. Disruptions in the supply chains for certain critical materials and components can further exacerbate these challenges. Business conditions can fluctuate significantly across different periods and regions. In 2024, light vehicle production experienced a modest slowdown, primarily due to rising inventory levels, relatively high interest rates, concerns about vehicle affordability, and ongoing geopolitical tensions around the world. In the first nine months of 2025, global light vehicle production increased by approximately 3% compared to the same period in 2024. However, given certain supply chain disruptions and other headwinds anticipated in the fourth quarter of 2025, we expect global production for the full year 2025 will moderate to an increase of approximately 2% compared to full year 2024. While production is expected to decline in North America and Europe, these decreases will be more than offset by increases in China, South America and South Asia. Additionally, ongoing changes in U.S. trade policy, including the implementation of significant tariffs on imported goods, along with a recent fire at a production facility for a major automotive aluminum supplier, are contributing to economic risks and uncertainty. These factors may pose further short-term challenges for the global automotive industry.

In North America, consumer confidence in the United States remains subdued, with certain indices reaching their lowest levels in over a decade. Uncertainty surrounding U.S. trade policy, particularly the implementation of significant tariffs on imported goods, has created instability in both capital and consumer markets. Persistently high interest rates, elevated prices for consumer goods, growing consumer debt, and a weak labor market are negatively affecting overall economic activity. Economists at the International Monetary Fund (IMF) project that the economies of the United States, Canada and Mexico will grow by 2.0 percent, 1.2 percent and 1.0 percent, respectively, in 2025.

In Europe, rising real wages, increased employment, lower inflation (including reduced energy costs), and declining interest rates are driving stronger household consumption. Additionally, fiscal stimulus measures, particularly in Germany, along with increased investments in infrastructure and defense are contributing to overall economic growth. However, there is still uncertainty about how recent trade agreements with the United States will be implemented and their potential impact. Amid this uncertain environment, economists at the IMF project that the Eurozone economy will grow by 1.2 percent in 2025.

In the Asia Pacific region, China’s economy has shown steady growth, supported by stimulus measures and an increase in exports ahead of anticipated new tariffs. However, weak domestic consumer demand, persistent declines in property values and increasing public debt are obscuring the prospects for future growth. Additionally, ongoing uncertainties in trade relations with the United States have contributed to a slowdown in private industrial investment. Despite these challenges, economists at the IMF project the Chinese economy will grow by 4.8 percent in 2025.

In South America, the Brazilian central bank has maintained policy interest rates at restrictive levels to combat persistent inflation resulting from a tight labor market, wage growth and weakening of the Real. These high interest rates, along with decreased fiscal stimulus, political tensions leading up to the 2026 presidential election, and worsening trade relations with the United States, have negatively affected consumer confidence and economic demand in Brazil. In light of this mixed economic situation, economists at the IMF project that Brazil's economic growth rate will slow modestly to 2.4 percent in 2025.

Production Levels

Our business is directly affected by the 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 by region for the three and nine months ended September 30, 2025 and 2024 was as follows:

(in millions of units)

(1) Production data based on S&P Global, October 2025.

Current industry forecasts indicate global light vehicle production in the full year 2025 will increase by approximately 2% compared to full year 2024, driven by increases in China, South America and South Asia, partially offset by declines in North America and Europe. Looking further ahead, global production is expected to remain relatively flat to slightly down in 2026, followed by modest growth of 2-3% in 2027. However, actual production volumes have varied and may fluctuate from forecasted levels due to numerous factors including, but not limited to, catastrophic events impacting aluminum supply and other supply chain disruptions, labor disruptions in select regions or locations, cyberattack and natural disasters impacting customer operations, consumer demand, the regulatory environment, available incentives and industry competitiveness. The electric vehicle segment has faced significant challenges in achieving previously forecasted production volumes, particularly in North America.

Raw Materials

Our business is susceptible to inflationary pressures with respect to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Although global commodity markets and pricing largely stabilized in 2024 and have remained stable through the first nine months of 2025, we continually work with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of expanded index-based 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

(Dollar amounts in thousands)

(Dollar amounts in thousands)

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

Sales

(Dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

Sales for the three months ended September 30, 2025 increased 1.5% compared to the three months ended September 30, 2024. The increase in sales was driven by favorable foreign exchange and volume and mix, net of customer price adjustments including recoveries.

Gross Profit

(Dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

** Net of savings from 2024 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 52% and 51% of total cost of products sold for the three months ended September 30, 2025 and September 30, 2024, respectively. The change in cost of products sold was impacted by manufacturing and purchasing savings through lean initiatives, and savings from prior year restructuring initiatives, offset by increased costs from volume and mix, net of recoveries, higher inflation of labor and overhead, and unfavorable foreign exchange.

Gross profit for the three months ended September 30, 2025 increased $10.8 million compared to the three months ended September 30, 2024. The change was driven by manufacturing and purchasing savings through lean initiatives, savings from prior year restructuring initiatives and favorable foreign exchange, 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 include administrative expenses as well as product engineering and design and development costs. Selling, administration and engineering expenses for the three months ended September 30, 2025 were $55.4 million, or 8.0% of sales, compared to $49.7 million, or 7.3% of sales, for the three months ended September 30, 2024. The increase, in both dollar terms and as a percentage of sales, was primarily due to higher stock-based compensation driven by stock price appreciation during the quarter, which resulted in approximately $4.0 million of additional expense.

Restructuring Charges. Restructuring charges for the three months ended September 30, 2025 increased $2.0 million compared to the three months ended September 30, 2024. The increase was primarily driven by higher restructuring costs related to employee severance and other related exit costs in our Sealing Systems segment.

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

Other Expense, Net. Other expense, net, for the three months ended September 30, 2025 decreased $3.0 million compared to the three months ended September 30, 2024. The decrease was primarily driven by lower foreign currency losses.

Income Tax Expense. Income tax expense for the three months ended September 30, 2025 was $3.9 million on losses before income taxes of $3.8 million compared to an income tax expense of $2.9 million on losses before income taxes of $8.0 million for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 differed from the effective tax rate for the three months ended September 30, 2024 primarily due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances and other permanent items.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Sales

(dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

Sales for the nine months ended September 30, 2025 decreased 0.1%, compared to the nine months ended September 30, 2024. The decrease in sales was driven by unfavorable foreign exchange, partially offset by favorable volume and mix, net of customer price adjustments including recoveries.

(dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

** Net of savings from 2024 restructuring initiatives.

The change in cost of products sold was impacted by manufacturing and purchasing savings through lean initiatives, favorable foreign exchange and savings from prior year restructuring initiatives, partially offset by increased costs from volume and mix, net of recoveries, and higher inflation of labor and overhead. The Company’s direct material content represented approximately 53% and 51% of total cost of products sold for the nine months ended September 30, 2025 and 2024, respectively.

Gross profit for the nine months ended September 30, 2025 increased $36.5 million compared to the nine months ended September 30, 2024. The change was driven by manufacturing and purchasing savings through lean initiatives, savings from prior year restructuring initiatives and favorable foreign exchange, 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 nine months ended September 30, 2025 were $157.8 million, or 7.6% of sales, compared to $157.5 million, or 7.6% of sales for the nine months ended September 30, 2024. Savings realized from restructuring actions and spending reductions initiated in 2024 were largely offset by higher stock-based compensation recorded in the third quarter of 2025, driven by stock price appreciation.

Restructuring Charges. Restructuring charges for the nine months ended September 30, 2025 decreased $11.9 million compared to the nine months ended September 30, 2024. The decrease was primarily driven by a cost optimization restructuring plan that was implemented in the second quarter of 2024, resulting in higher restructuring-related expenses recognized in the prior period. See Note 4. “Restructuring” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

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

Other Income, Net. Other income, net for the nine months ended September 30, 2025 increased $17.0 million compared to the nine months ended September 30, 2024. The increase was primarily driven by $10.3 million of income recognized in connection with certain royalty settlements and lower foreign currency losses.

Income Tax Expense. Income tax expense for the nine months ended September 30, 2025 was $14.6 million on earnings before income taxes of $7.2 million compared to income tax expense of $15.1 million on losses before income taxes of $103.3 million for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 differed from the effective tax rate for the nine months ended September 30, 2024 primarily due to the geographic mix of pre-tax losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, 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 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 September 30, 2025 Compared with Three Months Ended September 30, 2024

Sales

(Dollar amounts in thousands)

* 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, unfavorable product mix and reduced customer recoveries. The foreign currency exchange variance was driven by a $6.1 million favorable impact of the Euro.

Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by higher customer volumes, favorable product mix and improved customer recoveries. The foreign currency exchange variance was driven by a $1.8 million favorable impact of the Euro, partially offset by a $0.2 million unfavorable impact of all other currencies.

Segment adjusted EBITDA

(Dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

** Net of savings from 2024 restructuring initiatives.

Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes, unfavorable product mix, and reduced customer recoveries. The cost decreases were driven by $12.7 million of manufacturing and purchasing savings through lean initiatives. These savings were partially offset by $2.2 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 higher customer volumes, favorable product mix, and improved customer recoveries. The foreign currency exchange variance was primarily driven by a $2.8 million favorable impact of the Mexican Peso. The cost increases were driven by $6.0 million of unfavorable inflation in labor and other operational costs. These costs were partially offset by $4.2 million of manufacturing and purchasing savings through lean initiatives.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Sales

(dollar amounts in thousands)

* 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, unfavorable product mix and reduced customer recoveries. The foreign currency exchange variance was driven by a $8.7 million favorable impact of the Euro, which was more than offset by a $5.3 million unfavorable impact of the Brazilian Real, a $3.1 million unfavorable impact of the Canadian Dollar, and a $1.3 million unfavorable impact of all other currencies.

Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by higher customer volumes, favorable product mix and improved customer recoveries. The foreign currency exchange variance was driven by a $2.5 million unfavorable impact of the Korean Won and a $1.9 million unfavorable impact of the Brazilian Real, partially offset by a $2.2 million favorable impact of all other currencies.

Segment adjusted EBITDA

(dollar amounts in thousands)

* Net of customer price adjustments, including recoveries.

** Net of savings from 2024 restructuring initiatives.

Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes, unfavorable product mix, and reduced customer recoveries. The foreign currency exchange variance was primarily driven by a $4.0 million unfavorable impact of the Canadian Dollar. The cost decreases were driven by $37.4 million of manufacturing and purchasing savings through lean initiatives and $9.4 million of all other operational savings, primarily from prior year restructuring actions. These savings were partially offset by $9.8 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 lower customer volumes and unfavorable product mix. The foreign currency exchange variance was primarily driven by a $16.3 million favorable impact of the Mexican Peso. The cost decreases were driven by $20.1 million of manufacturing and purchasing savings through lean initiatives. These savings were partially offset by $8.3 million of unfavorable inflation in labor and other operational costs.

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, 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.

Cash Flows

Operating Activities. Net cash provided by operations was $8.2 million for the nine months ended September 30, 2025, compared to net cash provided by operations of $1.6 million for the nine months ended September 30, 2024. The net change was primarily due to higher net cash earnings year-over-year, partially offset by changes in working capital and an increase in cash interest payments by $12.4 million year-over-year. Working capital was negatively impacted primarily by a larger increase in receivables, reflecting timing of collections from customers during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Investing Activities. Net cash used in investing activities was $33.9 million for the nine months ended September 30, 2025, compared to net cash used in investing activities of $38.7 million for the nine months ended September 30, 2024. The net change was primarily due to proceeds of $2.6 million related to the 2024 divestiture of our non-core Canadian tooling business received during the nine months ended September 30, 2025, as well as lower capital expenditures. Capital expenditures were $36.5 million for the nine months ended September 30, 2025 compared to $39.0 million for the nine months ended September 30, 2024. We expect to maintain disciplined capital spending and anticipate total capital expenditures of approximately $45 to $55 million in 2025.

Financing Activities. Net cash used in financing activities totaled $3.8 million for the nine months ended September 30, 2025, compared to net cash used in financing activities of $6.8 million for the nine months ended September 30, 2024. The net change was primarily due to a net decrease in principal payments on outstanding debt by $2.2 million year-over-year and a net decrease in debt issuance costs by $1.9 million year-over-year. The prior year debt issuance costs were paid in connection with Amendment No. 4 to the Company’s ABL Facility, which was executed in May 2024. These changes were partially offset by a net increase in tax withholding amounts related to employees’ share-based payment awards by $1.1 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 September 30, 2025, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the nine months ended September 30, 2025 or 2024.

Other Matters

We may, from time to time, seek to purchase our outstanding debt securities or loans, including the First Lien Notes, Third Lien Notes and 2026 Senior 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.

In the third quarter of 2023, we designated Liveline Technologies, Inc. (“Liveline”) an unrestricted subsidiary under the terms of certain of its debt agreements. Liveline remains a wholly-owned subsidiary of Cooper-Standard Automotive Inc. Liveline incurred a net loss of $0.4 million and $1.4 million during the three and nine months ended September 30, 2025, respectively, compared to a net loss of $1.3 million and $1.7 million during the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, Liveline had approximately $1.1 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, 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, which is the most comparable financial measure in accordance with U.S. GAAP:

(Dollar amounts in thousands)

(1) Gain on sale of businesses related to divestiture in 2024.

(2) Pension credit and one-time, non-cash settlement charge and administrative fees incurred related to the termination of our U.S. Pension Plan in 2024.

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 nine months ended September 30, 2025.

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; the effects of the current U.S. government shutdown and its impact on our customers; 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; 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.

There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously disclosed in the Company’s 2024 Annual Report.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

There have been no material changes to the risk factors reported or new risk factors identified since the filing of our 2024 Annual Report and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.