SecProbe.io

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 July 10, 2025

Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
40300 Traditions Drive
Northville, MI 48168

 Re: Cooper-Standard Holdings Inc.
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-36127
Dear Jonathan Banas:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document Cooper-Standard Holdings Inc. 40300 Traditions Drive Northville, Michigan 48168 July 3, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Re:     Cooper-Standard Holdings Inc. Form 10-K for the Year Ended December 31, 2024 Response Dated June 12, 2025 File No. 001-36127 Dear Ms. Gilmore and Ms. Erlanger, On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are responding to the letter from the Staff of the United States Securities and Exchange Commission (the “Staff”) to the Company, dated June 30, 2025 (the “Comment Letter”), relating to the Company’s above-referenced filing (the “Form 10-K”). For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in italics herein. Form 10-K for the Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Results of Operations, page 33 1. We note from your response to our prior comment 1 that you will remove the “Total for reportable segments” line item from the segment adjusted EBITDA table in your MD&A as currently presented on page 34 of the Form 10-K, however you propose to include additional line items for “Corporate, eliminations and other” and “Consolidated Adjusted EBITDA” as part of that same table. Please note that we do not believe that presentation of these line items provides meaningful information, as the segment measures are presented on a different basis from the consolidated profitability measure. The “corporate, eliminations and other” line item represents a reconciling item required by ASC 280-10-50-30 to be disclosed in the footnotes to the financial statements to reconcile your segment profitability measures to consolidated income before taxes. It does not appear appropriate to present this amount outside of the ASC 280 disclosure, such as in MD&A as a reconciling item between your segment measures and a non-GAAP consolidated measure. Response: We acknowledge the Staff’s comment and appreciate the clarification regarding the presentation of segment profitability measures in the MD&A. In response to the Staff’s June 5, 2025 comment, we had proposed including line items for “Corporate, eliminations and other” and “Consolidated Adjusted EBITDA” within our segment Adjusted EBITDA table in the MD&A, in order to reconcile the total of segment results to the consolidated Adjusted EBITDA amounts disclosed on page 38 of the Form 10-K. Based on the Staff’s most recent comment, we understand that using terminology such as “Corporate, eliminations and other” may imply the presentation of a reconciling item consistent with ASC 280-10-50-30, which is required to appear in the footnotes to the financial statements and not within the MD&A. We also understand that including a “Corporate, eliminations and other” row could cause confusion when used to reconcile to a non-GAAP measure such as Consolidated Adjusted EBITDA. Accordingly, consistent with our prior response letter, in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2025, we will remove the subtotal line item titled “Total for reportable segments” from the segment Adjusted EBITDA table in the MD&A. In response to the Staff’s most recent comment, however, we will not include line items for “Corporate, eliminations and other” and “Consolidated Adjusted EBITDA” in that table as originally proposed. 1 Thank you for your letter, and we hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or comments about this letter or need any further information, please email the undersigned at jon.banas@cooperstandard.com. Sincerely, /S/ JONATHAN P. BANAS Jonathan P. Banas Chief Financial Officer (Principal Financial Officer) 2

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<TEXT>
 June 30, 2025

Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
40300 Traditions Drive
Northville, MI 48168

 Re: Cooper-Standard Holdings Inc.
 Form 10-K for the Year Ended December 31, 2024
 Response Dated June 12, 2025
 File No. 001-36127
Dear Jonathan Banas:

 We have reviewed your June 12, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 5,
2025 letter.

Form 10-K for the Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Segment Results of Operations, page 33, page 33

1. We note from your response to our prior comment 1 that you will remove
the Total
 for reportable segments line item from the segment adjusted EBITDA
table in your
 MD&A as currently presented on page 34 of the Form 10-K, however you
propose to
 include additional line items for Corporate, eliminations and other
 and
 Consolidated Adjusted EBITDA as part of that same table. Please
note that we do
 not believe that presentation of these line items provides meaningful
information, as
 the segment measures are presented on a different basis from the
consolidated
 profitability measure. The "corporate, eliminations and other" line item
represents a
 reconciling item required by ASC 280-10-50-30 to be disclosed in the
footnotes to the
 June 30, 2025
Page 2

 financial statements to reconcile your segment profitability measures to
consolidated
 income before taxes. It does not appear appropriate to present this
amount outside of
 the ASC 280 disclosure, such as in MD&A as a reconciling item between
your
 segment measures and a non-GAAP consolidated measure.
 Please contact Melissa Gilmore at 202-551-3777 or Claire Erlanger at
202-551-3301
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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CORRESP
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 Document Cooper-Standard Holdings Inc. 40300 Traditions Drive Northville, Michigan 48168 June 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Re: Cooper-Standard Holdings Inc. Form 10-K for the Year Ended December 31, 2024 Filed February 14, 2025 File No. 001-36127 Dear Ms. Gilmore and Ms. Erlanger, On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are providing the following responses to the comments contained in the comment letter of the Staff of the United States Securities and Exchange Commission (the “Staff”) to the Company, dated June 5, 2025 (the “Comment Letter”), relating to the Company’s above-referenced filing (the “Form 10-K”). For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein. Except to the extent otherwise indicated below, we agree with and intend to comply with these comments in our future filings and, to the extent material to an investor’s understanding, to provide the information requested in the comments. We respectfully submit our responses for your review. Our responses are aligned with the sequential numbering of the comments in the Comment Letter. Form 10-K for the Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Results of Operations, page 33 1. We note your disclosure on page 34 of total segment adjusted EBITDA for the reportable segments. We also note that this amount differs from the consolidated Adjusted EBITDA disclosed on page 38 which is reconciled to your net loss. Please note that a total of segment profitability measures, when disclosed outside the notes to the financial statements, represents a non-GAAP financial measure and must be disclosed as such and be presented in accordance with our non-GAAP guidance. In this regard, it appears that this amount may exclude some normal recurring operating expenses. Please advise or revise accordingly. Refer to Question 104.04 of the SEC Staff's Compliance & Disclosure Interpretation on Non-GAAP Financial Measures. Response: We acknowledge the Staff’s comment and respectfully advise that the segment Adjusted EBITDA amounts presented on page 34 of the Form 10-K reflect the segment profit measure used by our Chief Operating Decision Maker to assess performance and allocate resources, as required under ASC 280. These amounts are presented on a reportable segment basis and do not include results from non-reportable segments and certain corporate-level activity. Separately, the consolidated Adjusted EBITDA amounts disclosed on page 38 of the Form 10-K represent a company-wide non-GAAP performance measure that includes contributions from non-reportable segments and corporate-level activity not reflected in the reportable segment-level results. We acknowledge that the total of reportable segment Adjusted EBITDA differs from consolidated Adjusted EBITDA and recognize that disclosing a subtotal of segment Adjusted EBITDA outside the financial statement footnotes could be viewed as a separate non-GAAP measure requiring its own reconciliation to the most directly comparable GAAP financial measure. To address the Staff’s comment, we will revise our presentation in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2025, by removing the “Total for reportable segments” line item from the segment adjusted EBITDA table in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as currently presented on page 34 of the Form 10-K. Additionally, we will present line items for “Corporate, eliminations and other” and “Consolidated Adjusted EBITDA,” with the latter aligning with the consolidated 1 Adjusted EBITDA measure that is reconciled to net loss as currently presented in our non-GAAP reconciliation table on page 38 of the Form 10-K. The “Corporate, eliminations and other” line item will capture corporate-level expenses, earnings from non-reportable segments, and other activity necessary to reconcile the segment-level amounts to consolidated Adjusted EBITDA. Liquidity and Capital Resources Cash Flows, page 35 2. Please provide a more informative analysis and discussion of changes in operating, investing, and financing cash flows for each period presented in future filings. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure that your disclosures are not merely a recitation of changes evident from the financial statements. Refer to Item 5.B.1 of Form 20-F and Section IV.B of SEC Release No. 33-8350. Response: We acknowledge the Staff’s comment and will expand our MD&A discussion of cash flows in future filings, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2025. Specifically, we intend to provide more substantive insights into the primary drivers of changes in cash flows across operating, investing, and financing activities, including relevant operational or business context where appropriate. Notes to Consolidated Financial Statements 21. Business Segments, page 82 3. We note you include a line item in your reconciliation for consolidated EBITDA. Please note that as this does not appear to be a segment measure of profitability, it would be considered a non-GAAP financial measure and should not be disclosed in the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C). We refer you to Comment 3 in our letter to you dated May 21, 2024. Response: We acknowledge the Staff’s comment and will remove both the consolidated EBITDA and consolidated Adjusted EBITDA line items from the segment note to the financial statements in future filings. 4. We note your line item of other segment items which you describe in footnote (a) as including other income and expenses and other non-comparable items to derive at total reportable segment adjusted EBITDA. Please provide us, and revise future filings to include, a more detailed description of what is included in the "other segment items". Refer to ASC 280-10-50-26B. Response: We acknowledge the Staff’s comment and will enhance our segment disclosures in future filings to include a more detailed and qualitative description of the components included in “other segment items,” in accordance with ASC 280-10-50-26B. As cost of products sold is the only significant segment expense disclosed under ASC 280-10-50-26A, “other segment items” represent the remaining expenses and income items included in the segment profit measure used by our Chief Operating Decision Maker. Specifically, beginning with our Quarterly Report on Form 10-Q for the period ending June 30, 2025, we will revise footnote (a) to read as follows: “(a) Other segment items represent income and expenses that are included in the segment Adjusted EBITDA measure, such as selling, administration and engineering expenses and foreign currency gains and losses.” Thank you for your letter, and we hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or comments about this letter or need any further information, please email the undersigned at jon.banas@cooperstandard.com. Sincerely, /S/ JONATHAN P. BANAS Jonathan P. Banas Chief Financial Officer (Principal Financial Officer) 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 5, 2025

Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
40300 Traditions Drive
Northville, MI 48168

 Re: Cooper-Standard Holdings Inc.
 Form 10-K for the Year Ended December 31, 2024
 Filed February 14, 2025
 File No. 001-36127
Dear Jonathan Banas:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Segment Results of Operations, page 33

1. We note your disclosure on page 34 of total segment adjusted EBITDA for
the
 reportable segments. We also note that this amount differs from the
consolidated
 Adjusted EBITDA disclosed on page 38 which is reconciled to your net
loss. Please
 note that a total of the segment profitability measures, when disclosed
outside the
 notes to the financial statements, represents a non-GAAP financial
measure and must
 be disclosed as such and be presented in accordance with our non-GAAP
guidance. In
 this regard, it appears that this amount may exclude some normal
recurring operating
 expenses. Please advise or revise accordingly. Refer to Question 104.04
of the SEC
 Staff's Compliance & Disclosure Interpretation on Non-GAAP Financial
Measures.
 June 5, 2025
Page 2

Liquidity and Capital Resources
Cash Flows, page 35

2. Please provide a more informative analysis and discussion of changes in
operating,
 investing, and financing cash flows for each period presented in future
filings. In
 doing so, explain the underlying reasons and implications of material
changes
 between periods to provide investors with an understanding of trends and
variability
 in cash flows. Ensure that your disclosures are not merely a recitation
of changes
 evident from the financial statements. Refer to Item 5.B.1 of Form 20-F
and Section
 IV.B of SEC Release No. 33-8350.
Notes to Consolidated Financial Statements
21. Business Segments, page 82

3. We note you include a line item in your reconciliation for consolidated
 EBITDA. Please note that as this does not appear to be a segment measure
of
 profitability, it would be considered a non-GAAP financial measure and
should not be
 disclosed in the notes to the financial statements in accordance with
Item
 10(e)(1)(ii)(C). We refer you to Comment 3 in our letter to you dated
May 21, 2024.
4. We note your line item of other segment items which you describe in
footnote (a) as
 including other income and expenses and other non-comparable items to
derive at
 total reportable segment adjusted EBITDA. Please provide us, and revise
future
 filings to include, a more detailed description of what is included in
the "other
 segment items". Refer to ASC 280-10-50-26B.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Melissa Gilmore at 202-551-3777 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 24, 2024
Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
40300 Traditions Drive
Northville, Michigan 48168
Re:Cooper-Standard Holdings Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 16, 2024
File No. 001-36127
Dear Jonathan Banas:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Document

Cooper-Standard Holdings Inc.

40300 Traditions Drive

Northville, Michigan 48168

May 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

Re: Cooper-Standard Holdings Inc.

Form 10-K for the Year Ended December 31, 2023

Filed February 16, 2024

File No. 001-36127

Dear Ms. Pyles and Ms. Erlanger,

On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are providing the following responses to the comments contained in the comment letter of the Staff of the United States Securities and Exchange Commission (the “Staff”) to the Company, dated May 13, 2024 (the “Comment Letter”), relating to the Company’s above-referenced filing. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein. Except to the extent otherwise indicated below, we agree with and intend to comply with these comments in our future filings and, to the extent material to an investor’s understanding, to provide the information requested in the comments.

Effective January 1, 2024, we changed our management reporting structure with the launch of global product line-focused business segments, which resulted in the realignment of our reportable segments and the establishment of two reportable automotive segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. As a result, the table illustration shown below reflects the new reportable segment structure, which was first presented in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

We respectfully submit our responses for your review. Our responses are aligned with the sequential numbering of the comments in the Comment Letter.

Form 10-K for the Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Results of Operations, page 33

1.We note that your discussion of changes in sales and Adjusted EBITDA by segment includes columns reflecting the amount of variances due to volume/mix, foreign exchange, divestitures and cost (increases) decreases. Please revise future filings to more clearly explain each type of underlying factor as it affects each segment and quantify when there is more than one reason (or offsetting reasons) for the change. For example, the cost (increases) decreases column includes some positive variances and some negative variances for the segments, but your disclosure only includes bullet points disclosing general factors that caused the changes without quantifying or attributing those factors to specific segments. Please revise future filings accordingly.

Response: We acknowledge the Staff's comment and advise the Staff that, as part of our regular disclosure controls, we internally quantify the impact of the factors contributing to the changes in our sales and adjusted EBITDA by segment. In order to provide investors with sufficient analysis to understand our segment results of operations, our practice has been to (1) disclose key factors that qualitatively explain the majority of the changes and (2) list key factors in descending order of magnitude.

In consideration of the Staff’s comment, we will enhance our disclosures in future filings beginning with our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024. In paragraph format, we will more clearly explain each type of underlying factor as it affects each segment and quantify material underlying factors when there is more than one reason (or offsetting reasons) for the change.

1

Note 21. Business Segments, page 85

2.We note that you have included a line item titled “Corporate, eliminations and other” as a reconciling item between the total of the reportable segments revenue and consolidated revenue and segment Adjusted EBITDA amounts and consolidated Adjusted EBITDA. It also appears from your disclosures that this amount may include revenue and expenses from other business activities and operating segments that are not reportable. Please note that under the guidance in ASC 280-10-50-15, these amounts should be included in an “all other” category and should be separate from other reconciling items (i.e. corporate costs or intercompany eliminations) in the reconciliations required by paragraphs ASC 280-10-50-30 through 50-31. The sources of revenue in this “all other” category should also be described. Please revise accordingly.

Response: We acknowledge the Staff’s comment related to "Corporate, eliminations and other" including revenue and expenses from other business activities and operating segments that are not reportable. We advise the Staff that each quarter we review ASC 280 to determine our operating and reportable segments. Utilizing the management approach to perform an analysis of the detailed qualitative and quantitative criteria, as of January 1, 2024, we determined our operating segments to be Sealing Systems, Fluid Handling Systems, and Industrial and Specialty Group ("ISG").

After identifying our operating segments, we assessed which of our operating segments required separate disclosure by considering the guidance in ASC 280-10-50-10. None of the quantitative thresholds outlined in ASC 280-10-50-12 were met for ISG, and we do not believe the information about this segment is material or would be useful to the readers of the financial statements. In addition, we considered the guidance in ASC 280-10-50-13 and concluded that the ISG operating segment should not be aggregated and combined with a reportable segment. As such, our reportable segments as of January 1, 2024 were Sealing Systems and Fluid Handling Systems.

By applying ASC 280-10-50-15, information about other business activities and operating segments that are not reportable are required to be combined and disclosed in an "all other" category. We believe that corporate costs and intercompany eliminations are considered other business activities and are therefore eligible for aggregation within the "all other" category with the ISG operating segment. To enhance the understanding of the disclosure, we label our "all other" category as "Corporate, eliminations and other." If we were to separately report operating segments from Corporate and Eliminations, we would be effectively disclosing revenue and a measure of profit or loss for an operating segment that does not meet the quantitative or qualitative thresholds for a reportable segment.

We also acknowledge the Staff's comment about describing the sources of revenue in the "all other" category, which is equivalent to our category labeled as "Corporate, eliminations and other." We will enhance our disclosures in future filings, beginning with our Annual Report on Form 10-K for the year ending December 31, 2024, to include a description for the sources of revenue included in "Corporate, eliminations and other". Below is an example of how the Company intends to enhance its disclosures.

Example Disclosure:

  Year Ended December 31,

  2024  2023  2022

Sales to external customers  $               x,xxx  $               x,xxx  $               x,xxx

Sealing systems  x,xxx  x,xxx  x,xxx

Fluid handling systems  x,xxx  x,xxx  x,xxx

Total segment sales  $               x,xxx  $               x,xxx  $               x,xxx

Corporate, eliminations and other (1)

  x,xxx  x,xxx  x,xxx

Consolidated  $               x,xxx  $               x,xxx  $               x,xxx

(1) Includes revenue from the ISG business, which is an operating segment that does not meet the quantitative thresholds for determining reportable segments.

3.We note that in your reconciliation of the reportable segment measure of profit or loss (Adjusted EBITDA) to consolidated Net loss attributable to Cooper-Standard Holdings Inc., you begin the reconciliation with an Adjusted EBITDA measure that includes amounts for “Corporate, eliminations and other.” Please note that the reconciliation should begin with a total of the Adjusted EBITDA for reportable segments only and then include the applicable adjustments to arrive at a consolidated Net loss attributable to Cooper-Standard Holdings Inc. Please revise all reconciliations accordingly including total of reportable segments’ revenue to consolidated revenue and total of the reportable segments’ assets to consolidated assets. All significant reconciling items should be separately identified and described. See guidance in ASC 280-10-50-30 and 50-31. Also, in this regard we note that you have included a line

2

item in your reconciliation for a consolidated EBITDA amount. Please note that as this does not appear to be a segment measure of profitability, it would be considered a non-GAAP financial measure and should not be disclosed in the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C). Please revise future filings accordingly.

Response: We acknowledge the Staff’s comment about presenting the segment reconciliations beginning with totals for reportable segments and have considered the requirements of ASC 280-10-50-30 and 50-31. We will revise our quarterly and annual segment disclosures, beginning with our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024, to start our segment reconciliations with totals for reportable segments only.

We also acknowledge the Staff's comment about disclosing non-GAAP financial measures in the notes to the financial statements. As we are required to disclose Adjusted EBITDA on a segment basis pursuant to ASC 280 because it is the segment profit or loss measure used by our chief operating decision maker to allocate resources and assess performance, this measure is not considered non-GAAP as defined by SEC Regulation G. We acknowledge, however, that consolidated EBITDA is considered a non-GAAP financial measure. Accordingly, starting with our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024, we will remove the consolidated EBITDA line item within our reconciliation of the reportable segment measure of profit or loss (Adjusted EBITDA) to our consolidated net loss pursuant to Item 10(e)(1)(ii)(C) of Regulation S-K, which prohibits the use of non-GAAP financial measures in the notes to the financial statements.

Thank you for your letter, and we hope that the foregoing has been responsive to the Staff's comment. If you have any questions or comments about this letter or need any further information, please call or email the undersigned at (248) 596-6018 or jon.banas@cooperstandard.com.

Sincerely,

/S/ JONATHAN P. BANAS

Jonathan P. Banas

Chief Financial Officer

(Principal Financial Officer)

3

United States securities and exchange commission logo
May 13, 2024
Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
40300 Traditions Drive
Northville, Michigan 48168
Re:Cooper-Standard Holdings Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 16, 2024
File No. 001-36127
Dear Jonathan Banas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Segment Results of Operations , page 33
1.We note that your discussion of changes in sales and Adjusted EBITDA by segment
includes columns reflecting the amount of variances due to volume/mix, foreign
exchange, divestitures and cost (increases) decreases.  Please revise future filings to more
clearly explain each type of underlying factor as it affects each segment and quantify
when there is more than one reason (or offsetting reasons) for the change.  For example,
the cost (increases) decreases column includes some positive variances and some negative
variances for the segments, but your disclosure only includes bullet points disclosing
general factors that caused the changes without quantifying or attributing those factors to
specific segments.  Please revise future filings accordingly.

 FirstName LastNameJonathan Banas
 Comapany NameCooper-Standard Holdings Inc.
 May 13, 2024 Page 2
 FirstName LastName
Jonathan Banas
Cooper-Standard Holdings Inc.
May 13, 2024
Page 2
Note 21. Business Segments, page 85
2.We note that you have included a line item titled “Corporate, eliminations and other” as a
reconciling item between the total of the reportable segments revenue and consolidated
revenue and segment Adjusted EBITDA amounts and consolidated Adjusted EBTIDA.  It
also appears from your disclosures that this amount may include revenue and expenses
from other business activities and operating segments that are not reportable.  Please note
that under the guidance in ASC 280-10-50-15, these amounts should be included in an “all
other” category and should be separate from other reconciling items (i.e. corporate costs
or intercompany eliminations) in the reconciliations required by paragraphs ASC 280-10-
50-30 through 50-31.  The sources of revenue in this “all other” category should also be
described.  Please revise accordingly.
3.We note that in your reconciliation of the reportable segment measure of profit or loss
(Adjusted EBITDA) to consolidated Net loss attributable to Cooper-Standard Holdings
Inc. , you begin the reconciliation with an Adjusted EBITDA measure that includes
amounts for “Corporate, eliminations and other.”  Please note that the reconciliation
should begin with a total of the Adjusted EBITDA for reportable segments only and then
include the applicable adjustments to arrive at a consolidated Net loss attributable to
Cooper-Standard Holdings Inc..  Please revise all reconciliations accordingly including
total of reportable segments’ revenue to consolidated revenue and total of the reportable
segments’ assets to consolidated assets.  All significant reconciling items should be
separately identified and described.  See guidance in ASC 280-10-50-30 and 50-31.  Also,
in this regard we note that you have included a line item in your reconciliation for a
consolidated EBITDA amount.  Please note that as this does not appear to be a segment
measure of profitability, it would be considered a non-GAAP financial measure and
should not be disclosed in the notes to the financial statements in accordance with Item
10(e)(1)(ii)(C).  Please revise future filings accordingly.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Claire Erlanger at 202-551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 27, 2018
Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375
Re:Cooper-Standard Holdings Inc.
Form 10-K for the Year Ended December 31, 2017
File No. 001-36127
Dear Mr. Banas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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		Document

Cooper-Standard Holdings Inc.

39550 Orchard Hill Place

Novi, Michigan 48375

March 23, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

Washington, D.C. 20549

Re: Cooper-Standard Holdings Inc.

Form 10-K for the Year Ended December 31, 2017

Form 8-K furnished February 16, 2018

File No. 001-36127

Dear Ms. Clark and Ms. Erlanger,

On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are providing the following responses to the comments contained in the comment letter of the Staff of the United States Securities and Exchange Commission (the “Staff”) to the Company, dated March 9, 2018 (the “Comment Letter”), relating to the Company’s above-referenced filings. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein. Except to the extent otherwise indicated below, we agree with and intend to comply with these comments in our future filings and, to the extent material to an investor’s understanding, to provide the information requested in the comments.

We respectfully submit our responses for your review. Our responses are aligned with the sequential numbering of the comments in the Comment Letter.

Form 10-K for the Year Ended December 31, 2017

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year Ended December 31, 2017 Compare to Year Ended December 31, 2016, page 27

1.

 We note your discussion of the various factors (positive and negative) behind the change in various revenue and expense amounts. However, we note you did not quantify the impact regarding some of these factors in your discussions. For example, you state that cost of products sold was impacted from 2016 to 2017 by higher production volumes, commodity price and foreign exchange pressures, and acquisitions without quantification of the impact of these factors. Please revise to provide a more robust discussion here and elsewhere, including the quantifications of various factors behind the change in revenues and expenses to the extent that they are material in understanding your operations. Refer to Item 303 of Regulation S-K. Your disclosure in the segment results of operations should be similarly revised, as applicable.

Response:  We acknowledge the Staff's comment and respectfully advise the Staff that as part of our regular disclosure controls, we internally quantify the impact of the factors contributing to the changes in our revenues and expenses. In order to provide investors with sufficient analysis to understand our results of operations for the periods compared, our practice has been to (1) disclose key factors that cumulatively explain the majority of the changes and (2) list key factors in descending order of magnitude.  We will continue to provide qualitative analysis of key factors and list them in descending order of magnitude.

In consideration of the Staff’s comment, we will also enhance our disclosures in future filings beginning with our Quarterly Report on Form 10-Q for the three months ending March 31, 2018.  In a tabular format, we will include further quantification of the factors (positive and negative) behind the changes in our revenues and expenses, such as volume and mix, foreign exchange and cost increases or decreases, to the extent that they are material in understanding our results of operations.  Where appropriate and to the extent material, such analysis will also be provided with respect to our segments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 36

2.

 Your disclosures regarding market risk do not appear to comply with the requirements outlined in Item 305 of Regulation S-K. Please revise to expand your discussion in this section, particularly as it relates to foreign currency exchange risk and interest rate risk, to comply with one of the disclosure alternatives in Item 305 of Regulation S-K.

Response: We acknowledge the Staff’s comment related to foreign currency exchange risk and, in future filings beginning with our Quarterly Report on Form 10-Q for the three months ending March 31, 2018, and annually in Forms 10-K thereafter unless material changes related to market risk occur in the interim periods, will include a sensitivity analysis that quantifies the effect of a hypothetical change in exchange rates in accordance with Item 305 of Regulation S-K.  The below disclosure provides an illustrative example of how we propose to revise the corresponding section contained in our Form 10-Q for the three months ending March 31, 2018, with the changes from our disclosure in the 2017 Form 10-K shown as underlined:

We are exposed to fluctuations in interest rates, currency exchange rates and commodity prices. We actively manage our exposure to risk from changes in foreign currency exchange rates and interest rates through the use of derivative financial instruments in accordance with management’s guidelines. We do not enter into derivative instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk. We use forward foreign exchange contracts to reduce the effect of fluctuations in foreign exchange rates on a portion of forecasted sales, material purchases and operating expenses. As of March 31, 2018, the notional amount of these contracts was $XXX.X million. As of March 31, 2018, the fair value of the Company’s forward foreign exchange contracts was a liability of $X.X million. The potential pre-tax loss or gain in fair value from a hypothetical 10% adverse or favorable change in the exchange rates would be approximately $XX million and $XX million, respectively, as of March 31, 2018, and approximately $10.0 million and $12.9 million, respectively, as of December 31, 2017. These estimates assume a parallel shift in all currency exchange rates and, as a result, may overstate the potential impact to earnings because currency exchange rates do not typically move all in the same direction.

In addition to transactional exposures, our operating results are impacted by the translation of our foreign operating income into U.S. dollars. In 2017, net sales outside of the United States accounted for 76% of our consolidated net sales, although certain non-U.S. sales are U.S. dollar denominated. We do not enter into foreign exchange contracts to mitigate this exposure.

With respect to the Staff’s comment regarding our interest rate risk, we respectfully advise the Staff that, based on our sensitivity analysis, the Company’s market risk from changes in interest rates related to our Term Loan Facility and interest rate swap contracts is not material.  Therefore, a discussion of fluctuations in interest rates is not disclosed as prescribed by Item 305 of Regulation S-K.

Schedule II Valuation and Qualifying Accounts, page 82

3.

 We note that you had a significant deduction from your allowance for doubtful accounts during 2017 of $4.4 million. In addition, you recorded a significant charge to your tax valuation allowance during 2017 of $25.8 million. In this regard, please revise this section to include footnote disclosure concerning the nature of significant variances.

Response: We acknowledge the Staff’s comment and respectfully submit the following as explanations for the variances:

a.

 The $4.4 million deduction from our allowance for doubtful accounts during 2017 primarily related to uncollectible amounts written off, which we believe is not material.

b.

 As discussed in Note 14, Income Taxes, to the Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2017, the charge to our tax valuation allowance during 2017 of $25.8 million primarily related to current year losses with no benefit in certain foreign jurisdictions and a capital loss in the U.S. during 2017.

In future filings, we will include footnote disclosure to the extent material.

Form 8-K furnished February 16, 2018

Outlook, page 4

4.

 We note that your disclosure includes 2018 guidance for Adjusted EBITDA Margin, a non-GAAP financial measure. Please revise to include a reconciliation of this non-GAAP financial measure, or alternatively disclose that you are relying on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See guidance in Question 102.10 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, last updated October 17, 2017.

Response: We acknowledge the Staff's comment and respectfully advise the Staff that, in footnote 1 to our disclosure of 2018 guidance for adjusted EBITDA margin located on page 4 of the press release included as an exhibit to our Form 8-K furnished on February 16, 2018, we noted that “[a]djusted EBITDA margin is a non-GAAP financial measure. We do not provide guidance on net income margin. Full-year net income will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end.”

If we provide adjusted EBITDA margin guidance in future earnings releases, we will enhance our disclosure to incorporate language similar to the following with the changes from our historical disclosure shown as underlined:

“Adjusted EBITDA margin is a non-GAAP financial measure. We have not provided a reconciliation of projected adjusted EBITDA margin range to projected net income margin range because full-year net income will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end.  Due to this uncertainty, we cannot reconcile projected adjusted EBITDA margin range to a comparable U.S. GAAP financial measure without unreasonable effort.”

Sincerely,

/S/ JONATHAN P. BANAS

Jonathan P. Banas

Chief Financial Officer

(Principal Financial Officer)

March 9, 2018
Jonathan Banas
Chief Financial Officer
Cooper-Standard Holdings Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375
Re:Cooper-Standard Holdings Inc.
Form 10-K for the Year Ended December 31, 2017
Form 8-K furnished February 16, 2018
File No. 001-36127
Dear Mr. Banas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2017
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2017 Compare to Year Ended December 31, 2016, page 27
1.We note your discussion of the various factors (positive and negative) behind the change
in various revenue  and expense amounts.  However, we note you did not quantify the
impact regarding some of these factors in your discussions.  For example, you state that
cost of products sold was impacted from 2016 to 2017 by higher production volumes,
commodity price and foreign exchange pressures, and acquisitions without quantification
of the impact of these factors.  Please revise to provide a more robust discussion here and
elsewhere, including the quantifications of various factors behind the change in revenues
and expenses to the extent that they are material in understanding your operations.  Refer

 FirstName LastNameJonathan Banas
 Comapany NameCooper-Standard Holdings Inc.
 June 16, 2017 Page 2
 FirstName LastName
Jonathan Banas
Cooper-Standard Holdings Inc.
March 9, 2018
Page 2
to Item 303 of Regulation S-K.  Your disclosure in the segment results of operations
should be similarly revised, as applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 36
2.Your disclosures regarding market risk do not appear to comply with the requirements
outlined in Item 305 of Regulation S-K.  Please revise to expand your discussion in this
section, particularly as it relates to foreign currency exchange risk and interest rate risk, to
comply with one of the disclosure alternatives in Item 305 of Regulation S-K.
Schedule II Valuation and Qualifying Accounts, page 82
3.We note that you had a significant deduction from your allowance for doubtful accounts
during 2017 of $4.4 million.  In addition, you recorded a significant charge to your tax
valuation allowance during 2017 of $25.8 million.  In this regard, please revise this
section to include footnote disclosure concerning the nature of significant variances.
Form 8-K furnished February 16, 2018
Outlook, page 4
4.We note that your disclosure includes 2018 guidance for Adjusted EBITDA Margin, a
non-GAAP financial measure.  Please revise to include a reconciliation of this non-GAAP
financial measure, or alternatively disclose that you are relying on the “unreasonable
efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K.  See guidance in Question
102.10 of our Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures, last updated October 17, 2017.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-
3301 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure

July 27 , 2016

Via E -mail
Jeffrey S. Edwards
Chairman and Chief Executive Officer
Cooper -Standard Holdings Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375

 Re: Cooper -Standard Holdings Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Filed February 23, 2016
  File No. 0 -54305

Dear Mr. Edwards:

We refer you to our comment letter dated June 30, 2016, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the comp any
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in t he filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

CORRESP
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		Document

 World Headquarters

July 13, 2016

VIA EDGAR SUBMISSION

Cecilia Blye

Chief, Office of Global Security Risk

U.S Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, NE

Washington, D.C. 20549

Re:    Cooper-Standard Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 23, 2016

File No. 0-54305

Dear Ms. Blye:

This letter is in response to the letter dated June 30, 2016 (the “Comment Letter”) concerning the above-referenced filing by Cooper-Standard Holdings Inc. (the “Company”). For your convenience, we have set forth each of the Staff’s comments in italics and each comment is followed by the Company’s response.

General

1.

 You state on page 5 that Fiat Chrysler Automobiles, PSA Peugeot Citroën, and the Volkswagen Group are among your top customers. We are aware of publicly available information indicating that Fiat, Peugeot, and Volkswagen sell their vehicles in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls. You do not include disclosure about any contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, customers, distributors, or other direct or indirect arrangements. You should describe any products, technology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

39550 Orchard Hill Place Drive • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6550

Cecilia Blye

July 13, 2016

Page 2

The Company complies with U.S. economic sanctions laws and export regulations applicable to its commercial activities, including those related to countries designated as state sponsors of terrorism. The Company has not provided any products, technology or services into Sudan or Syria, nor does the Company have any agreements, arrangements or other such contacts with the governments of Sudan or Syria or entities those countries control. The Company has no operations, subsidiaries or offices in either country. Further, the Company is not aware of any past, current, or anticipated contacts with Sudan or Syria, whether directly or indirectly through its subsidiaries, distributors, or other direct or indirect arrangements. We are not aware of any sales of components to our customers that were incorporated into our customers’ products and destined for sale into Sudan or Syria.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, included the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

As set forth in response to Comment #1 above, the Company is not aware of any direct or indirect, past, current or anticipated contacts with Sudan or Syria, nor has the Company or any of its subsidiaries had any direct or indirect sales to parties in Sudan or Syria. As a result, the Company does not believe that there exists a material investment risk for its security holders and does not anticipate any adverse impact in its reputation or share value associated with business activities in Sudan or Syria.

The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Cecilia Blye

July 13, 2016

Page 3

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Respectfully submitted,

/s/ Matthew W. Hardt

Matthew W. Hardt

Executive Vice President and Chief Financial Officer

June 30 , 2016

Via E -mail
Jeffrey S. Edwards
Chairman and Chief Executive Officer
Cooper -Standard Holdings Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375

 Re: Cooper -Standard  Holdings Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Filed February 23 , 2016
  File No. 0 -54305

Dear Mr. Edwards :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so w e may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts  and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. You state on page 5 that Fiat Chrysler Automobiles, PSA Peugeot Citroën, and  the
Volkswagen Group are among your top customers.   We are aware of publicly available
information indicating that Fiat, Peugeot, and Volkswagen sell their vehicles in Sudan
and/or Syria, countries which are designated as state sponsors of terrorism by the S tate
Department and are subject to U.S. economic sanctions and export controls.   You do not
include disclosure about any contacts with Sudan or Syria.   Please describe to us the
nature and extent of any past, current and anticipated contacts with Sudan and  Syria,
whether through subsidiaries, customers, distributors, or other direct or indirect
arrangements.   You should describe any products, technology and services you have
provided into Sudan and Syria, directly or indirectly, and any agreements, arrangem ents
or other contacts you have had with the governments of Sudan and Syria or entities they
control.

Jeffrey S. Edwards
Cooper -Standard Holdings Inc.
June 30 , 2016
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation a nd share value.   Various state and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosu re, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any pr oceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review .

         Sincerely,

         /s/ Cecilia  Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

Jeffrey S. Edwards
Cooper -Standard Holdings Inc.
June 30 , 2016
Page 3

 cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

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Acceleration Request

 Cooper-Standard Holdings Inc.

39550 Orchard Hill Place Drive

 Novi, Michigan 48375

 August 12, 2013

VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attn:
J. Nolan McWilliams

Loan Lauren P. Nguyen

Re:
Cooper-Standard Holdings Inc.

Registration Statement on Form S-3

File No. 333-189981

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cooper-Standard Holdings Inc., a
Delaware corporation (the “Company”), hereby requests that the Registration Statement on Form S-3, including all amendments thereto (File No. 333-189981) (the “Registration Statement”), be declared effective at 4:00 p.m.,
Eastern Standard Time on August 14, 2013 or as soon thereafter as practicable.

 In connection with this request, the
Company acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 We appreciate your attention to this matter. If you
have any questions or require further information, please contact Kevin Blatchford (312) 853-2076 or the undersigned at (248) 596-6030.

Very truly yours,

COOPER-STANDARD HOLDINGS INC.

         By:

 /s/ Timothy W. Hefferon

Timothy W. Hefferon, Vice President, General Counsel and Secretary

 2

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SEC Response Letter

 SIDLEY AUSTIN LLP

ONE SOUTH DEARBORN STREET

CHICAGO, IL 60603

 (312) 853
7000

 (312) 853 7036 FAX

 BEIJING

 BOSTON

BRUSSELS

 CHICAGO

DALLAS

 FRANKFURT

GENEVA

 HONG KONG

 HOUSTON

LONDON

 LOS ANGELES

NEW YORK

 PALO ALTO

SAN FRANCISCO

 SHANGHAI

 SINGAPORE

SYDNEY

 TOKYO

WASHINGTON, D.C.

 FOUNDED 1866

 August 12, 2013

 VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F
Street, NE

 Washington, DC 20549

Attn:
J. Nolan McWilliams

Loan Lauren P. Nguyen

Re:
Cooper-Standard Holdings Inc.

Registration Statement on Form S-3

Filed July 16, 2013

File No. 333-189981

 Ladies and
Gentlemen:

 On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are writing in response to the comment
contained in the Staff’s comment letter dated August 8, 2013 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3, File No. 333-189981, filed on July 16, 2013 (the
“Registration Statement”).

 For the convenience of the Staff’s review, we have set forth the comment contained
in the Comment Letter along with the response of the Company. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

The response to the Staff’s comment set forth in the Comment Letter is as follows:

General

1.
Please confirm your understanding that resales of shares issued as payment in-kind dividends are not covered by this registration statement. We note your
disclosure in the carryover paragraph on pages 12-13. Alternatively, please register the payment in-kind dividend shares.

 The Company confirms its understanding that resales of shares issued as payment-in-kind dividends are not covered by the Registration Statement.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

 Securities and Exchange Commission

 August 12, 2013

 Page 2

On the date hereof, the Company has filed Amendment No. 1 to the Registration Statement updating certain information therein which
is not related to the Comment Letter.

 * * *

 Should the Staff have further comments or require further information, or if any questions should arise in connection with the submission, please contact Kevin Blatchford (312) 853-2076.

Sincerely,

 /s/ Kevin F. Blatchford

Kevin F. Blatchford

 CC: Jeffrey S. Edwards

August 8, 2013

Via E -mail
Jeffrey S. Edwards
Chairman and Chief Executive Officer
Cooper -Standard Holdings Inc.
39550 Orchard Hill Place Drive
Novi, MI 48375

Re: Cooper -Standard Holdings Inc .
  Registration Statement on Form S-3
Filed  July 16, 2013
  File No.  333-189981

Dear Mr. Edwards :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please confirm your understanding that resales of shares issued as payment in -kind
dividends are not covered by this registration statement.  We note your disclosure in the
carryover paragraph on pages 12 -13.  Alternatively, please register the payment in -kind
dividend shares.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Jeffrey S. Edwards
 Cooper -Standard Holdings Inc.
 August 8, 2013
 Page 2

 Notwithstandin g our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated auth ority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3642  with any
questions  you may have .

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: Kevin F. Blatchford, Esq.
 Sidley Austin L LP

January 30, 2012
 Via Email

Mr. Allen J. Campbell Chief Financial Officer 39550 Orchard Hill Place Drive Novi, Michigan 48375

Re: Cooper-Standard Holdings Inc.
 Form 10-K for the year ended December 31, 2010
Filed March 21, 2011 File No. 000-54305

Dear Mr. Campbell:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

CORRESP
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Correspondence

World Headquarters

 January 12, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:  David R. Humphrey

                  Accounting Branch Chief

Re:
Cooper-Standard Holdings Inc.

Form 10-K for the year ended December 31, 2010

Filed March 21, 2011

File No. 000-54305

 Ladies and
Gentlemen:

 Cooper-Standard Holdings Inc. (the “Company”) is delivering this letter in response to the comment of the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated December 28, 2011 (the “Comment
Letter”) with respect to the Form 10-K filed for the year ended December 31, 2010 (File No. 000-54305) (the “2010 Form 10-K”). We also are forwarding a copy of this letter via overnight courier in response to the
Staff’s comment.

 For the convenience of the Staff’s review, we have set forth the comment contained in the Comment Letter in
italics followed by the response of the Company. Page numbers and other similar references used in the Staff’s comments below refer to the 2010 Form 10-K.

 Management’s Discussion and Analysis of Financial Condition

 Results of Operations,
page 38

 Staff Comment:

 Your disclosures on pages 20 and 52 indicate that raw materials comprise the largest component of your costs, representing approximately 49% of your costs in 2010. In addition, you indicate that there
have been extreme fluctuations in material pricing in recent years, and that higher than anticipated material costs could adversely affect your operating profitability if you could not recoup such costs through price increases to your customers.
However, your discussion and analysis of cost of products sold does not address your expenses directly. In this regard, your disclosures should be expanded to include a discussion of these costs on a stand-alone basis. Such disclosures should
clearly identify the major cost components included in cost of products sold. Further, such disclosure should quantify and discuss the impact of each significant component of costs comprising cost of products sold. Materiality should be assessed in
relation to your

 39550 Orchard Hill Place Drive
Ÿ Novi, MI 48375 Ÿ Phone: (248) 596-5900 Ÿ Fax: (248) 596-6550

 David R. Humphrey

 Securities and Exchange Commission

 Division of Corporation Finance

January 12, 2012

  Page
 2

 consolidated performance measures. This disclosure should be presented in a manner
which will allow investors to discern the relative contribution of each significant component to the total change in cost of products sold. In addition, the impact of individual material variances in components of cost of products sold should be
separately analyzed, disclosed, quantified, and discussed without regard to the overall effect should those variances be netted to offset each other. Also, please ensure that your revised disclosure provides appropriate explanation of underlying
reasons for changes. For example, in addition to quantifying the impacts of changes in price and volume, explain the underlying reasons for these changes. Please provide us with a copy of your intended revised disclosure.

Response:

 The Company would like to refer the
Staff to the Staff’s letter dated November 9, 2010 addressed to the Company with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed November 2, 2010 (File No. 333-168316) (the
“November 2010 Comment Letter”), and in particular to Staff comment 1 set forth therein, which reads as follows:

 “1. With respect to fresh start accounting, it is generally not appropriate to include a discussion of operating results on a combined basis for the pre- and post-fresh start accounting periods.
Please revise your disclosures accordingly.”

 The Company adopted fresh start accounting as of May 31, 2010 after emerging from
bankruptcy. In response to the November 2010 Comment Letter, the Company has intentionally not included in its Management’s Discussion and Analysis of Financial Condition sections of its periodic reports or other filings with the Commission
comparisons between pre- and post-fresh start accounting periods (i.e. between the Company as “Predecessor” and “Successor”). In responding to the Comment Letter, the Company is also cognizant of and informed by the Staff comment
1 in the November 2010 Comment Letter.

 Set forth below is the Company’s proposed revised disclosure regarding “Cost of Products
Sold” for the Seven Months Ended December 31, 2010, Five Months Ended May 31, 2010 and Twelve Months Ended December 31, 2009, which the Company intends to include in its Form 10-K filed for the year ended December 31, 2011
(the “2011 Form 10-K”). The Company intends to include similar disclosure in its 2011 Form 10-K for the Twelve Months Ended December 31, 2011, Seven Months Ended December 31, 2010 and Five Months Ended May 31, 2010.
As discussed above and as set forth below, the Company does not expect the proposed disclosure on “Cost of Products Sold” that will be included in the 2011 Form 10-K to set forth comparisons between Predecessor and Successor Company
periods. The Company believes this approach is similar to the presentation included in financial statements filed with the Commission by other public reporting companies that have emerged from bankruptcy. For financial statements with respect to
periods beginning on and after January 1, 2012, the Company will be able to include

 David R. Humphrey

 Securities and Exchange Commission

 Division of Corporation Finance

January 12, 2012

  Page
 3

comparisons between the relevant 2012 period and the prior comparable period of 2011 in its Management’s Discussion and Analysis of Financial Condition sections of its periodic reports or
other filings with the Commission.

 Cost of Products Sold. Cost of products sold is primarily comprised of material,
labor, manufacturing overhead, depreciation and amortization and other direct operating expenses. Cost of products sold was $1,172.4 million for the seven month Successor period ended December 31, 2010 and $832.2 million for the five month
Predecessor period ended May 31, 2010. Raw materials comprise the largest component of our cost of products sold and represented approximately 49% of total cost of products sold for both the Successor and Predecessor periods in 2010. Cost of
products sold for the seven months ended December 31, 2010 was impacted by higher material costs and other variable costs as a result of increases in production volumes, increases in commodity costs and higher labor costs due to the additional
hires to support the significant increase in volumes in most regions as well as the restoration of certain employee pay and benefits. In addition, the period was impacted by depreciation and amortization expense of $52.2 million and by an inventory
cost adjustment resulting from fresh-start accounting of $8.1 million. Cost of products sold for the five months ended May 31, 2010 was impacted by higher material costs and other variable costs as a result of increases in volumes, increases in
commodity costs and higher labor costs due to the additional hires to support the significant increase in volumes in most regions as well as the restoration of certain employee pay and benefits. Additionally, the period was impacted by depreciation
and amortization expense of $32.1 million. Cost of products sold was $1,679.0 million for the year ended December 31, 2009 and raw materials represented 45% of total cost of products sold. The period was impacted by depreciation and
amortization expense of $90.4 million.

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities Exchange Commission from taking any action with
respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Securities Exchange Commission or any person under the
federal securities laws of the United States.

 David R. Humphrey

 Securities and Exchange Commission

 Division of Corporation Finance

January 12, 2012

  Page
 4

 If you wish to discuss the disclosure above, or if there is anything we can do to
facilitate the Staff’s processing of this comment letter, please feel free to contact me at (248) 596-6017, or, in my absence, Timothy W. Hefferon, Vice President, General Counsel and Secretary, at (248) 596-6030.

Sincerely,

 /s/ Allen J. Campbell

Allen J. Campbell

Chief Financial Officer

Cooper-Standard Holdings Inc.

December 28, 2011
 Via Email

Mr. Allen J. Campbell Chief Financial Officer 39550 Orchard Hill Place Drive
Novi, Michigan 48375

Re: Cooper-Standard Holdings Inc.
 Form 10-K for the year ended December 31, 2010
Filed March 21, 2011 File No. 000-54305

Dear Mr. Campbell:
 We have reviewed your filing and have the following comment.  We may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.               Form 10-K for the year ended December 31, 2010

 Management’s Discussion and Analysis of Financial Condition

Results of Operations, page 38

1. Your disclosures on pages 20 and 52 indicate that raw materials comprise the largest
component of your costs, representing appr oximately 49% of your costs in 2010.  In
addition, you indicate that there have been ex treme fluctuations in material pricing in
recent years, and that higher than anticipate d material costs could adversely affect your
operating profitability if you could not recoup such costs through pri ce increases to your
customers.  However, your discussion and an alysis of cost of products sold does not
address your expenses directly. In this rega rd, your disclosures should be expanded to
include a discussion of these costs on a stand-alone basis.   Such disclosures should
clearly identify the major cost components incl uded in cost of products sold.  Further,
such disclosure should quantify and discuss the impact of each significant component of
costs comprising cost of products sold.  Materi ality should be assessed in relation to your
consolidated performance measures.  This disclosure should be presented in a manner

Mr. Allen J. Campbell Cooper-Standard Holdings Inc. December 28, 2011 Page 2

 which will allow investors to discern the relative contribution of each significant
component to the total change in cost of products sold.  In addition, the impact of individual material variances in components of cost of products sold should be separately
analyzed, disclosed, quantified, and discussed wi thout regard to the overall effect should
those variances be netted to offset each othe r.  Also, please ensure that your revised
disclosure provides appropriate explanation of underlying reasons for changes.  For
example, in addition to quantifying the impact s of changes in price and volume, explain
the underlying reasons for these changes.  Pleas e provide us with a copy of your intended
revised disclosure.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Kristin Sh ifflett at 202-551-3381 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3211
with any other questions.
Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

CORRESP
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Correspondence

World Headquarters

 August 25, 2011

 VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Justin Dobbie

Re:
Cooper-Standard Holdings Inc. (the “Company”)

 Registration Statement on Form S-3 (File No. 333-175637)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Company requests that the effective date
of the above-referenced Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2011 (as amended, the “Registration Statement”) be accelerated so that
the Registration Statement will be declared effective at 3:00 P.M. Eastern Standard Time on August 26, 2011, or as soon thereafter as practicable.

 In connection with this request, the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 [Remainder of page intentionally left blank]

Very truly yours,

COOPER-STANDARD HOLDINGS INC.

By:

 /s/ Allen J. Campbell

Name:

Allen J. Campbell

Title:

Chief Financial Officer

August 19, 2011
 Via E-mail

Timothy W. Hefferon, Esq. Vice President, General Counsel and Secretary
Cooper-Standard Holdings Inc. 39550 Orchard Hill Place Drive Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed August 17, 2011
  File No. 333-175637

Dear Mr. Hefferon:
 We have reviewed your responses to the comm ents in our letter dated August 2, 2011 and
have the following additional comment.  All page numbers below correspond to the marked
version of your filing.  Selling Security Holders, page 15

1. We note your response to our prior comment one and reissue in part.  In footnotes 6 and
12, please revise to identify th e individual or individuals w ho have voting or investment
power with respect to the shares held by the legal entities identified in your selling
security holders table.  Refer to Regulati on S-K Compliance & Disclosure Interpretations
140.02 and 240.04.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Timothy W. Hefferon, Esq. Cooper-Standard Holdings Inc. August 19, 2011 Page 2

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
cc: Via E-mail

 Larry A. Barden, Esq.  Sidley Austin LLP

August 2, 2011
 Via E-mail

Timothy W. Hefferon, Esq. Vice President, General Counsel and Secretary
Cooper-Standard Holdings Inc. 39550 Orchard Hill Place Drive Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
  Registration Statement on Form S-3
Filed July 18, 2011
  File No. 333-175637

Dear Mr. Hefferon:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Selling Security Holders, page 15

1. Please revise to identify the individual or individuals who have voting and investment
power with respect to the shares held by all legal entities listed in your selling security
holders table.

Description of Capital Stock, page 21

2. Please revise to remove the statement that the “[a]ll of [your] i ssued and outstanding
shares of common stock and 7% preferred st ock are validly issue d, fully paid and non-
assessable” as these are legal conclusions that  the company is not qualified to make.
Alternatively, please attribute th ese statements to counsel and file counsel’s consent to be
named in this section.

Timothy W. Hefferon, Esq. Cooper-Standard Holdings Inc. August 2, 2011 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
cc: Via E-mail

 Larry A. Barden, Esq.  Sidley Austin LLP

CORRESP
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Acceleration Request

 Cooper-Standard Automotive Inc.

39550 Orchard Hill Place Drive

 Novi, Michigan 48375

 (248) 596-5900

January 4, 2011

 Via Electronic
Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: J. Nolan
McWilliams

Re:

Cooper-Standard Automotive Inc. Registration Statement on Form S-4

File No. 333-171032

 Dear Mr. McWilliams:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cooper-Standard Automotive Inc. (the “Company”)
hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 8, 2010 (as amended, the “Registration Statement”) be accelerated
so that the Registration Statement may become effective at 4:00 p.m. EST on January 6, 2011, or as soon thereafter as it is practicable.

 The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

COOPER-STANDARD AUTOMOTIVE INC.

By:

   /s/ Timothy W. Hefferon

Name: Timothy W. Hefferon

Title: Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

Correspondence

 Direct Line: (212) 859-8428

Fax: (212) 859-4000

 Daniel.Bursky@friedfrank.com

 December 22, 2010

 Justin Dobbie

 J. Nolan McWilliams

 Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Cooper-Standard Automotive Inc.

Registration Statement on Form S-4

Filed December 8, 2010 (the “Registration Statement”)

File No. 333-171032

 Dear Messrs.
Dobbie and McWilliams:

 On behalf of Cooper-Standard Automotive Inc. (the “Company”), we hereby transmit via
EDGAR for filing with the Securities and Exchange Commission pre-effective Amendment No. 1 (“Amendment No. 1”) to the above referenced Registration Statement. We are providing the following responses to the comment letter,
dated December 20, 2010, of the staff of the Division of Corporation Finance (the “Staff”) regarding the Registration Statement. In order to facilitate your review, we have repeated each comment in its entirety in the original
numbered sequence in italics below. This letter is being filed with Amendment No. 1.

 Form S-4

General

1.
 We note that you are registering the offering of
8 1/2% Senior Notes due 2018 in reliance on our
position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Sherman & Sterling, SEC No-Action Letter (July 2,
1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the
Morgan Stanley and Sherman & Sterling no-action letters.

 Response:

 In response to the Staff’s comment, the Company has
included the requested letter, which is being filed as correspondence concurrently with the filing Amendment No. 1.

 1

 Exhibit 5.1

2.
Refer to assumptions (ii) and (iii) in the last paragraph on page 2. Counsel is entitled to rely on local counsel opinions, but counsel may not assume the
corporate authority of and due authorization by the Guarantors other than those Guarantors organized in Delaware. Please have counsel revise accordingly.

 Response:

 In response to the Staff’s comment, the Company has
included a revised opinion of counsel as Exhibit 5.1 with Amendment No. 1, which no longer makes the assumptions referenced in the Staff’s comment with respect to any Guarantors.

3.
Investors are entitled to rely on the legality opinion. Please have counsel revise the last paragraph on page 5 accordingly.

Response:

 In response to the Staff’s comment, the revised opinion of counsel included with Amendment No. 1 as Exhibit 5.1 no longer contains the referenced paragraph.

 2

 Should you have any questions or comments with respect to this filing, please call me at
(212) 859-8428.

Sincerely,

/s/ Daniel J. Bursky

Daniel J. Bursky

cc:
Timothy W. Hefferon, Esq. (Cooper-Standard Automotive Inc.)

 3

CORRESP
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Correspondence

 Cooper-Standard Automotive Inc.

39550 Orchard Hill Place Drive

 Novi, Michigan 48375

 (248) 596-5900

December 22, 2010

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn.: Division of Corporation Finance

Ladies and Gentlemen:

 Reference is made to the registration statement of Cooper-Standard Automotive Inc., an Ohio corporation (the “Company”) on Form S-4 filed on December 8, 2010 (as amended from time to
time, the “Registration Statement”), relating to the proposed exchange of up to $450,000,000 principal amount of the Company’s new
8 1/2% Senior Notes due 2018 (the “Exchange
Notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $450,000,000 principal amount of the Company’s issued and outstanding 8 1/2% Senior Notes due 2018 (the “Outstanding Notes”),
pursuant to the terms of a Registration Rights Agreement, dated May 11, 2010, which the Company entered into with the initial purchasers of the Outstanding Notes in connection with the Company’s offering of the Outstanding Notes.

 Please be advised that the Company is registering the exchange offer in reliance on the position of the staff
of the Securities and Exchange Commission (the “Staff”) enunciated in: Exxon Capital Holdings Corporation (available May 13, 1988); Morgan Stanley & Co. Incorporated (available June 5, 1991); and
Shearman & Sterling (available July 2, 1993). In addition, the Company hereby represents that it has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the
exchange offer and, to the best of the Company’s information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding
with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Company will make each person participating in the exchange offer, by means of the exchange offer prospectus or
otherwise, aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position enunciated in Exxon Capital
Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Company acknowledges
that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K under the Securities Act.

 The Company will make each person participating in the
exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in
exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory

underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act, which may be the prospectus for the exchange offer
so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Company will
include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision, in substantially the form set forth below:

If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities
or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to
the exchange offer. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not
hesitate to contact the undersigned at 248-596-5900 or Daniel J. Bursky (212-859-8428) of Fried, Frank, Harris, Shriver & Jacobson LLP, our legal counsel.

Very truly yours,

/s/ Timothy W. Hefferon

Timothy W. Hefferon, Esq.

Vice President, General Counsel and Secretary

cc:
Daniel J. Bursky, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

December 20, 2010

VIA U.S.  MAIL

Timothy W. Hefferon, Esq.  Vice President, General Counsel, and Secretary
Cooper-Standard Holdings, Inc.  39550 Orchard Hill Place Drive  Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
  Registration Statement on Form S-4
Filed December 8, 2010
  File No. 333-171032 & -01 to -11

Dear Mr. Hefferon:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-4

General

1. We note that you are registering the offering of  8 ½%  Senior Notes due 2018 in reliance
on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter
(April 13, 1988).  See  also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5,
1991) and Sherman & Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with
the next amendment, please provide us w ith a supplemental letter stating that you are
registering the exchange offer in reliance on our position contained in these letters and
include the representations c ontained in the Morgan Stanle y and Sherman & Sterling no-
action letters.

 Timothy W. Hefferon, Esq.
 Cooper-Standard Holdings, Inc.   December 20, 2010   Page 2
 Exhibit 5.1

2. Refer to assumptions (ii) and (iii) in the last  paragraph on page 2.  Counsel is entitled to
rely on local counsel opinions, but counsel ma y not assume the corporate authority of and
due authorization by the Guarantors other than  those Guarantors organized in Delaware.
Please have counsel revise accordingly.

3. Investors are entitled to rely on the legality opinion.  Please ha ve counsel revise the last
paragraph on page 5 accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Timothy W. Hefferon, Esq.
 Cooper-Standard Holdings, Inc.   December 20, 2010   Page 3
 Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3469 with any
questions.
Sincerely,

        Justin Dobbie          S p e c i a l  C o u n s e l        cc: Via facsimile (212) 859-4000   Daniel J. Bursky, Esq.   Fried, Frank, Harris, Shriver & Jacobson LLP

CORRESP
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filename1.htm

Correspondence

 Cooper-Standard Holdings Inc.

39550 Orchard Hill Place Drive

 Novi, MI 48375

 Tel: (248) 596-5900

November 19, 2010

 Via Electronic
Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Justin T.
Dobbie

Re:
Cooper-Standard Holdings Inc.

Registration Statement on Form S-1 (File No. 333-168316)

 Dear Mr. Dobbie:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Securities Act”), Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 filed with
the Securities and Exchange Commission (the “Commission”) on July 26, 2010 (as amended, the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00p.m., Eastern
Standard Time, on November 23, 2010, or as soon thereafter as it is practicable.

 The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

COOPER-STANDARD HOLDINGS INC.

By:

 /s/ Timothy W. Hefferon

Name:

Timothy W. Hefferon, Esq.

Title:

Vice President, General

Counsel and Secretary

November 9, 2010

VIA U.S.  MAIL

Timothy W. Hefferon, Esq.  Vice President, General Counsel, and Secretary
Cooper-Standard Holdings, Inc.  39550 Orchard Hill Place Drive  Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
  Amendment No. 1 Registrati on Statement on Form S-1
Filed November 2, 2010
  File No. 333-168316

Dear Mr. Hefferon:
 We have reviewed your responses to our comment letter dated August 25, 2010 and have
the following additional comments.   Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Combined Quarterly Financial Results of  the Predecessor and Successor, page 46

1. With respect to fresh start accounting, it is generally not appropriate to include a discussion
of operating results on a combined basis for the pre- and post- fresh start accounting periods .
Please revise your disclosures accordingly.

Exhibit 5.1

2. We note your response to our prior comment 2.  Counsel’s opinion does not appear to
cover all of the shares of preferred stoc k or common stock issuable upon conversion of
the preferred stock that are included in th e fee table.  Please revise or advise.

 Timothy W. Hefferon, Esq.
 Cooper-Standard Holdings, Inc.   November 9, 2010   Page 2
 You may contact Juan Migone  at (202) 551-3312 or Da ve Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3469 with any other questions.
Sincerely,

        J u s t i n  T .  D o b b i e           S p e c i a l  C o u n s e l    cc: Via facsimile (212) 859-4000   Daniel J. Bursky, Esq.   Fried, Frank, Harris, Shriver & Jacobson LLP

August 25, 2010

VIA U.S.  MAIL

Timothy W. Hefferon, Esq.  Vice President, General Counsel, and Secretary
Cooper-Standard Holdings, Inc.  39550 Orchard Hill Place Drive  Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
  Registration Statement on Form S-1
Filed July 26, 2010
  File No. 333-168316

Dear Mr. Hefferon:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1

General

1. As you know, Ernst & Young has advised us of certain matters that may impact its
independence with regard to its audits and re views of your financial statements.  In your
registration statement, please disclose these ma tters, the consideration of these matters by
your audit committee, and how the audit comm ittee reached a conclusion regarding Ernst
& Young’s ability to serv e as your auditor.

2. Please file the legal opinion prior to effectiveness.  Please allow sufficient time for staff
review as we may have comment  upon review of the opinion.

 Timothy W. Hefferon, Esq.
 Cooper-Standard Holdings, Inc.   August 25, 2010   Page 2
 Registration Statement cover page

3. Please revise the fee table to register a bona fide estimate of the payment in kind interest
and pay the applicable fee or advise.

Other

4. The financial statements should be updated, as  necessary, to comply with Article 3-12 of
Regulation S-X, at the effective da te of the registration statement.

5. Please provide a currently dated and signed consent from the independent registered public
accounting firm in the amendment.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Timothy W. Hefferon, Esq.
 Cooper-Standard Holdings, Inc.   August 25, 2010   Page 3
 You may contact Juan Migone  at (202) 551-3312 or Da ve Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3412 with any other questions.
Sincerely,

        A m a n d a  R a v i t z          L e g a l  B r a n c h  C h i e f    cc: Via facsimile (212) 859-4000   Daniel J. Bursky, Esq.   Fried, Frank, Harris, Shriver & Jacobson LLP