##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K/A
 For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31,
2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from _________to________
 Commission File Number 001-04329
 (LOGO)
 COOPER TIRE & RUBBER COMPANY
  DELAWARE
(State of incorporation)
    
    34-4297750
(I.R.S. employer
identification no.)701 Lima Avenue, Findlay, Ohio
(Address of principal executive offices)
    
    45840
(Zip Code)
   (Title of each class)
    
    (Name of each exchange on which registered)Common Stock, $1 par value per share
    
    New York Stock ExchangeRights to Purchase Series A Preferred Stock
    
    New York Stock Exchange
  o þ
 o þ
 þ o
 o o
 þ
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-Accelerated Filer
(Do not check if a small reporting company)
    
    o Smaller Reporting Company
  o þ




---



##### Table of Contents



Explanatory Note
     - 2 -




---



TABLE OF CONTENTS  Item 1A. RISK FACTORSItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9A. CONTROLS AND PROCEDURESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-23EX-31.1EX-31.2EX-32    Table of Contents  
 Item 1A. RISK FACTORS
  The Company is facing heightened risks due to the current business environment.
    Pricing volatility for raw materials could result in increased costs and may affect the Companys
profitability.
   If the price of natural gas or other energy sources increases, the Companys operating expenses
could increase significantly.
   The Companys industry is highly competitive, and it may not be able to compete effectively with
low-cost producers and larger competitors.
  The Company may be unable to recover new product and process development and testing costs, which
could increase the cost of operating its business.
  The Company conducts its manufacturing, sales and distribution operations on a worldwide basis and
is subject to risks associated with doing business outside the United States.
  - 3 -




---



##### Table of Contents



The Companys results could be impacted by the tariffs recently imposed by the United States
government on tires imported from the PRC.
  The Companys expenditures for pension and other postretirement obligations could be materially
higher than it has predicted if its underlying assumptions prove to be incorrect.
   Compliance with the TREAD Act and similar regulatory initiatives could increase the cost of
operating the Companys business.
    Any interruption in the Companys skilled workforce could impair its operations and harm its
earnings and results of operations.
  - 4 -




---



##### Table of Contents



The Company has a risk of exposure to products liability claims which, if successful, could have a
negative impact on its financial position, cash flows and results of operations.
    The Company has a risk due to volatility of the capital and financial markets.
   If assumptions used in developing the Companys strategic plan are inaccurate or the Company is
unable to execute its strategic plan effectively, its profitability and financial position could be
negatively impacted.
  
  The Company may not be able to protect its intellectual property rights adequately.
  - 5 -




---



##### Table of Contents



The Company may not be successful in executing and integrating acquisitions into its operations,
which could harm its results of operations and financial condition.
  
    
    the possible inability to integrate an acquired business into its operations;
    
    increased intangible asset amortization;
    
    diversion of managements attention;
    
    loss of key management personnel;
    
    unanticipated problems or liabilities; and
    
    increased labor and regulatory compliance costs of acquired businesses.
  The Company is required to comply with environmental laws and regulations that could cause it to
incur significant costs.
  A portion of the Companys business is seasonal, which may affect its period-to-period results.
  The realizability of deferred tax assets may affect the Companys profitability and cash flows.
 Accounting for Income Taxes
 - 6 -




---



##### Table of Contents



The impact of new accounting standards on determining pension and other postretirement benefit
plans expense may have a negative impact on the Companys results of operations.
  There are risks associated with the Companys global strategy of using joint ventures and partially
owned subsidiaries.
     The Company may fail to maintain an effective system of internal control over financial reporting
and it may not be able to accurately report its financial results, and current and potential
stockholders may lose confidence in its financial reporting.
    - 7 -




---



##### Table of Contents



Item 6. SELECTED FINANCIAL DATA
   Income (loss) from
    
    Earnings (Loss) Per ShareContinuing Operations
    
    from Continuing OperationsIncome (loss)
    
    available to
    
    available tofrom Continuing
    
    Cooper Tire &
    
    Cooper Tire & Rubber CompanyNet
    
    Operating
    
    Operations Before
    
    Rubber Company
    
    common stockholdersSales
    
    Profit (Loss)
    
    Income taxes
    
    common stockholders (1)
    
    Basic (1)
    
    Diluted (1)2005
    
    $
    2,035,623
    
    
    $
    25,150
    
    
    $
    (15,953
    )
    
    $
    (16,016
    )
    
    $
    (0.25
    )
    
    $
    (0.25
    )2006
    
    
    2,575,218
    
    
    
    (45,252
    )
    
    
    (75,995
    )
    
    
    (74,320
    )
    
    
    (1.21
    )
    
    
    (1.21
    )2007
    
    
    2,932,575
    
    
    
    134,392
    
    
    
    116,030
    
    
    
    91,435
    
    
    
    1.48
    
    
    
    1.462008
    
    
    2,881,811
    
    
    
    (216,633
    )
    
    
    (257,775
    )
    
    
    (229,383
    )
    
    
    (3.88
    )
    
    
    (3.88
    )2009
    
    
    2,778,990
    
    
    
    156,269
    
    
    
    115,523
    
    
    
    93,359
    
    
    
    1.57
    
    
    
    1.54
 RedeemableNoncontrolling
    
    
    
    
    
    
    
    
    
    Net Property,Stockholders
    
    Shareholders
    
    Long-term
    
    Total
    
    Plant &Equity (1)
    
    Interests (1)
    
    Debt
    
    Assets
    
    Equipment2005
    
    $
    943,730
    
    
    $
    
    
    
    $
    491,618
    
    
    $
    2,152,186
    
    
    $
    751,7672006
    
    
    666,244
    
    
    
    44,956
    
    
    
    513,213
    
    
    
    2,237,136
    
    
    
    971,0722007
    
    
    826,262
    
    
    
    56,686
    
    
    
    464,608
    
    
    
    2,298,490
    
    
    
    992,2152008
    
    
    318,246
    
    
    
    62,720
    
    
    
    325,749
    
    
    
    2,042,896
    
    
    
    901,2742009
    
    
    380,524
    
    
    
    83,528
    
    
    
    330,971
    
    
    
    2,100,340
    
    
    
    850,971
 AverageCapital
    
    
    
    
    
    Dividends
    
    Common Shares
    
    Number ofExpenditures
    
    Depreciation
    
    Per Share
    
    (000)
    
    Employees2005
    
    $
    160,273
    
    
    $
    103,047
    
    
    $
    0.42
    
    
    
    63,653
    
    
    
    8,7622006
    
    
    186,190
    
    
    
    127,693
    
    
    
    0.42
    
    
    
    61,338
    
    
    
    13,3612007
    
    
    140,972
    
    
    
    131,007
    
    
    
    0.42
    
    
    
    61,938
    
    
    
    13,3552008
    
    
    128,773
    
    
    
    138,805
    
    
    
    0.42
    
    
    
    59,048
    
    
    
    13,3112009
    
    
    79,333
    
    
    
    121,483
    
    
    
    0.42
    
    
    
    59,439
    
    
    
    12,568
 
 (1)
    
    Amounts have been restated, see Footnote 1A for additional information.    - 8 -




---



##### Table of Contents



Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Business of the Company
    
      - 9 -




---



##### Table of Contents



Consolidated Results of Continuing Operations
 %
    
    
    
    
    
    %(Dollar amounts in millions except per share amounts)
    
    2007
    
    
    Change
    
    2008
    
    
    Change
    
    2009Revenues:North American Tire
    
    $
    2,209.8
    
    
    -3.1%
    
    $
    2,142.1
    
    
    -6.3%
    
    $
    2,006.2International Tire
    
    
    881.3
    
    
    10.6%
    
    
    975.0
    
    
    1.9%
    
    
    993.8Eliminations
    
    
    (158.5
    )
    
    48.5%
    
    
    (235.3
    )
    
    -6.1%
    
    
    (221.0
    )Net sales
    
    $
    2,932.6
    
    
    -1.7%
    
    $
    2,881.8
    
    
    -3.6%
    
    $
    2,779.0Operating profit (loss):North American Tire
    
    $
    119.4
    
    
    n/m
    
    $
    (174.1
    )
    
    n/m
    
    $
    111.0International Tire
    
    
    28.9
    
    
    n/m
    
    
    (30.1
    )
    
    n/m
    
    
    72.8Eliminations
    
    
    (0.5
    )
    
    n/m
    
    
    (1.3
    )
    
    n/m
    
    
    (1.6
    )Unallocated corporate charges
    
    
    (13.4
    )
    
    -17.2%
    
    
    (11.1
    )
    
    133.3%
    
    
    (25.9
    )Operating profit (loss)
    
    
    134.4
    
    
    n/m
    
    
    (216.6
    )
    
    n/m
    
    
    156.3Interest expense
    
    
    48.5
    
    
    4.1%
    
    
    50.5
    
    
    -6.5%
    
    
    47.2Debt extinguishment (gains) losses
    
    
    2.6
    
    
    n/m
    
    
    0.6
    
    
    n/m
    
    
    Interest income
    
    
    (18.0
    )
    
    -28.3%
    
    
    (12.9
    )
    
    -59.7%
    
    
    (5.2
    )Dividend from unconsolidated subsidiary
    
    
    (2.0
    )
    
    -5.0%
    
    
    (1.9
    )
    
    -100.0%
    
    
    Other  net
    
    
    (12.7
    )
    
    n/m
    
    
    4.9
    
    
    n/m
    
    
    (1.2
    )Income (loss) from continuing operations
before income taxes
    
    
    116.0
    
    
    n/m
    
    
    (257.8
    )
    
    n/m
    
    
    115.5Provision (benefit) for income taxes
    
    
    15.8
    
    
    n/m
    
    
    (30.3
    )
    
    n/m
    
    
    0.2Income (loss) from continuing operations
    
    
    100.2
    
    
    n/m
    
    
    (227.5
    )
    
    n/m
    
    
    115.3Noncontrolling shareholders interests
    
    
    (8.8
    )
    
    n/m
    
    
    8.1
    
    
    n/m
    
    
    (31.9
    )Income (loss) from continuing operations
attributable to Cooper Tire & Rubber Company
    
    $
    91.4
    
    
    n/m
    
    $
    (219.4
    )
    
    n/m
    
    $
    83.4Basic earnings (loss) per share
    
    $
    1.48
    
    
    
    
    $
    (3.88)
    1
    
    
    
    $
    1.57
    1Diluted earnings (loss) per share
    
    $
    1.46
    
    
    
    
    $
    (3.88)
    1
    
    
    
    $
    1.54
    1
 
 1
    
    Amounts have been restated, see Footnote 1A for additional information. - 10 -




---



##### Table of Contents



2009 versus 2008
             - 11 -




---



##### Table of Contents



Accounting for Income Taxes
   2008 versus 2007
    - 12 -




---



##### Table of Contents



Restructuring
  - 13 -




---



##### Table of Contents



- 14 -




---



##### Table of Contents



North American Tire Operations Segment
 Change
    
    
    
    
    
    Change(Dollar amounts in millions)
    
    2007
    
    %
    
    2008
    
    %
    
    2009Sales
    
    $
    2,209.8
    
    
    
    -3.1
    %
    
    $
    2,142.1
    
    
    
    -6.3
    %
    
    $
    2,006.2Operating profit (loss)
    
    $
    119.4
    
    
    
    n/m
    
    
    $
    (174.1
    )
    
    
    n/m
    
    
    $
    111.0Operating profit margin
    
    
    5.4
    %
    
    
    n/m
    
    
    
    -8.1
    %
    
    
    n/m
    
    
    
    5.5
    %United States unit shipments changes:Passenger tiresSegment
    
    
    
    
    
    
    -16.1
    %
    
    
    
    
    
    
    -4.2
    %RMA members
    
    
    
    
    
    
    -8.1
    %
    
    
    
    
    
    
    -3.4
    %Total Industry
    
    
    
    
    
    
    -4.6
    %
    
    
    
    
    
    
    -2.2
    %Light truck tiresSegment
    
    
    
    
    
    
    -18.6
    %
    
    
    
    
    
    
    -13.6
    %RMA members
    
    
    
    
    
    
    -15.0
    %
    
    
    
    
    
    
    -5.2
    %Total Industry
    
    
    
    
    
    
    -15.1
    %
    
    
    
    
    
    
    -6.5
    %Total light vehicle tiresSegment
    
    
    
    
    
    
    -16.6
    %
    
    
    
    
    
    
    -6.0
    %RMA members
    
    
    
    
    
    
    -9.1
    %
    
    
    
    
    
    
    -3.6
    %Total Industry
    
    
    
    
    
    
    -6.1
    %
    
    
    
    
    
    
    -2.8
    %Total segment unit sales changes
    
    
    
    
    
    
    -11.2
    %
    
    
    
    
    
    
    -5.2
    %
 Overview
  2009 versus 2008
   - 15 -




---



##### Table of Contents



2008 versus 2007
      - 16 -




---



##### Table of Contents



International Tire Operations Segment
 Change
    
    
    
    
    
    
    Change(Dollar amounts in millions)
    
    2007
    
    
    %
    
    
    2008
    
    
    %
    
    
    2009Sales
    
    $
    881.3
    
    
    
    10.6
    %
    
    $
    975.0
    
    
    
    1.9
    %
    
    $
    993.8Operating profit (loss)
    
    $
    28.9
    
    
    
    n/m
    
    
    $
    (30.1
    )
    
    
    n/m
    
    
    $
    72.8Operating profit margin
    
    
    3.3
    %
    
    
    n/m
    
    
    
    -3.1
    %
    
    
    n/m
    
    
    
    7.3
    %Unit sales change
    
    
    
    
    
    
    7.3
    %
    
    
    
    
    
    
    8.7
    %
 Overview
    2009 versus 2008
   2008 versus 2007
  - 17 -




---



##### Table of Contents



Discontinued Operations
    2007
    
    
    2008
    
    
    2009Income (loss) related to former
automotive operations, net of tax
    
    $
    (1.8
    )
    
    $
    0.3
    
    
    $
    (31.4
    )Income (loss) from Oliver Rubber
subsidiary, net of tax
    
    
    3.5
    
    
    
    (0.2
    )
    
    
    (0.3
    )$
    1.7
    
    
    $
    0.1
    
    
    $
    (31.7
    )
 Gain on Sale of Oliver Rubber Company
  Outlook for the Company
    - 18 -




---



##### Table of Contents



Liquidity and Capital Resources
 Generation and uses of cash 
    Available credit facilities
 - 19 -




---



##### Table of Contents



Available cash and contractual commitments
     Payment Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsLong-term debt
    
    $
    335,405
    
    
    $
    14,915
    
    
    $
    30,032
    
    
    $
    
    
    
    $
    290,458Capital lease obligations and other
    
    
    11,081
    
    
    
    600
    
    
    
    1,200
    
    
    
    1,200
    
    
    
    8,081Interest on debt and capital lease obligations
    
    
    297,954
    
    
    
    24,464
    
    
    
    47,143
    
    
    
    46,257
    
    
    
    180,090Operating leases
    
    
    86,136
    
    
    
    15,522
    
    
    
    29,072
    
    
    
    12,222
    
    
    
    29,320Notes payable (b)
    
    
    156,719
    
    
    
    156,719
    
    
    
    
    
    
    
    
    
    
    
    Unconditional purchase (a)
    
    
    83,578
    
    
    
    83,578
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits other than pensions
(c)
    
    
    261,926
    
    
    
    17,021
    
    
    
    34,757
    
    
    
    35,178
    
    
    
    174,970Other long-term liabilities and noncontrollingshareholder exercised put option (d) (e)
    
    
    439,550
    
    
    
    18,037
    
    
    
    52,451
    
    
    
    46,523
    
    
    
    322,539Total contractual cash obligations
    
    $
    1,672,349
    
    
    $
    330,856
    
    
    $
    194,655
    
    
    $
    141,380
    
    
    $
    1,005,458
 
 (a)
    
    Noncancelable purchase order commitments for capital expenditures and raw materials,
principally natural rubber, made in the ordinary course of business.(b)
    
    Financing obtained from financial institutions in the PRC to support the Companys
operations there.(c)
    
    Represents both the current and long-term portions of postretirement benefits other than
pensions liability.(d)
    
    Based on long-term amounts recorded under U.S. generally accepted accounting principles.(e)
    
    Pension liability, products liability, nonqualified benefit plans, warranty reserve
and other non-current liabilities. Credit agency ratings
 - 20 -




---



##### Table of Contents



New Accounting Standards
  Critical Accounting Policies
  Products liability
     - 21 -




---



##### Table of Contents



.
 .
     Income Taxes
  - 22 -




---



##### Table of Contents



Accounting for Uncertainty in Income
Taxes
 Impairment of long-lived assets
    Pension and postretirement benefits
   - 23 -




---



##### Table of Contents



Off-Balance Sheet Arrangements
  - 24 -




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 2007
    
    
    2008
    
    
    2009Net sales
    
    $
    2,932,575
    
    
    $
    2,881,811
    
    
    $
    2,778,990Cost of products sold
    
    
    2,617,161
    
    
    
    2,805,638
    
    
    
    2,359,963Gross profit
    
    
    315,414
    
    
    
    76,173
    
    
    
    419,027Selling, general and administrative
    
    
    177,507
    
    
    
    185,064
    
    
    
    206,990Impairment of goodwill and indefinite-lived intangible asset
    
    
    
    
    
    
    31,340
    
    
    
    Restructuring
    
    
    3,515
    
    
    
    76,402
    
    
    
    48,718Settlement of retiree medical case
    
    
    
    
    
    
    
    
    
    
    7,050Operating profit (loss)
    
    
    134,392
    
    
    
    (216,633
    )
    
    
    156,269Interest expense
    
    
    48,492
    
    
    
    50,525
    
    
    
    47,211Debt extinguishment costs
    
    
    2,558
    
    
    
    593
    
    
    
    Interest income
    
    
    (18,004
    )
    
    
    (12,887
    )
    
    
    (5,193
    )Dividend from unconsolidated subsidiary
    
    
    (2,007
    )
    
    
    (1,943
    )
    
    
    Other  net
    
    
    (12,677
    )
    
    
    4,854
    
    
    
    (1,272
    )Income (loss) from continuing operations before income taxes
    
    
    116,030
    
    
    
    (257,775
    )
    
    
    115,523Provision (benefit) for income taxes
    
    
    15,835
    
    
    
    (30,274
    )
    
    
    231Income (loss) from continuing operations
    
    
    100,195
    
    
    
    (227,501
    )
    
    
    115,292Income (loss) from discontinued operations, net of income
taxes
    
    
    1,660
    
    
    
    64
    
    
    
    (31,653
    )Gain on sale of discontinued operations, net of income taxes
    
    
    26,475
    
    
    
    
    
    
    
    Net income (loss)
    
    
    128,330
    
    
    
    (227,437
    )
    
    
    83,639Net income (loss) attributable to
noncontrolling shareholders interests
    
    
    8,760
    
    
    
    (8,057
    )
    
    
    31,872Net income (loss) attributable to Cooper Tire & Rubber
Company
    
    $
    119,570
    
    
    $
    (219,380
    )
    
    $
    51,767Basic earnings (loss) per share:Income (loss) from continuing operations available to
Cooper Tire & Rubber Company common stockholders
    
    $
    1.48
    
    
    $
    (3.88)
    1
    
    $
    1.57
    1Income (loss) from discontinued operations
    
    
    0.03
    
    
    
    
    
    
    
    (0.53
    )Gain on sale of discontinued operations
    
    
    0.43
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire & Rubber Company
common stockholders
    
    $
    1.932
    
    
    $
    (3.88)
    1
    
    $
    1.04
    1Diluted earnings (loss) per share:Income (loss) from continuing operations available to
Cooper Tire & Rubber Company common stockholders
    
    $
    1.46
    
    
    $
    (3.88)
    1
    
    $
    1.54
    1Income (loss) from discontinued operations
    
    
    0.03
    
    
    
    
    
    
    
    (0.52
    )Gain on sale of discontinued operations
    
    
    0.42
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire & Rubber Company
common stockholders
    
    $
    1.91
    
    
    $
    (3.88)
    1
    
    $
    1.02
    1
 
 1
    
    Amounts have been restated, see Footnote 1A for additional information.2
    
    Amounts do not add due to rounding.  - 25 -




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    247,672
    
    
    $
    426,981Accounts receivable, less allowances
of $10,680 in 2008 and $10,928 in 2009
    
    
    318,109
    
    
    
    367,023Inventories at lower of cost or market:Finished goods
    
    
    247,187
    
    
    
    188,323Work in process
    
    
    28,234
    
    
    
    22,090Raw materials and supplies
    
    
    144,691
    
    
    
    88,022420,112
    
    
    
    298,435Other current assets
    
    
    58,290
    
    
    
    39,392Total current assets
    
    
    1,044,183
    
    
    
    1,131,831Property, plant and equipment:Land and land improvements
    
    
    33,731
    
    
    
    33,321Buildings
    
    
    319,025
    
    
    
    320,021Machinery and equipment
    
    
    1,627,896
    
    
    
    1,587,306Molds, cores and rings
    
    
    273,641
    
    
    
    246,3952,254,293
    
    
    
    2,187,043Less accumulated depreciation and amortization
    
    
    1,353,019
    
    
    
    1,336,072Net property, plant and equipment
    
    
    901,274
    
    
    
    850,971Intangibles, net of accumulated amortization of $24,096
in 2008 and $23,165 in 2009
    
    
    19,902
    
    
    
    18,546Restricted cash
    
    
    2,432
    
    
    
    2,219Other assets
    
    
    75,105
    
    
    
    96,773$
    2,042,896
    
    
    $
    2,100,340
  - 26 -




---



##### Table of Contents



2008
    
    
    2009LIABILITIES AND EQUITYCurrent liabilities:Notes payable
    
    $
    184,774
    
    
    $
    156,719Accounts payable
    
    
    248,637
    
    
    
    300,448Accrued liabilities
    
    
    123,771
    
    
    
    158,643Income taxes
    
    
    1,409
    
    
    
    3,955Liabilities of discontinued operations
    
    
    1,182
    
    
    
    1,061Current portion of long-term debt
    
    
    147,761
    
    
    
    15,515Total current liabilities
    
    
    707,534
    
    
    
    636,341Long-term debt
    
    
    325,749
    
    
    
    330,971Postretirement benefits other than pensions
    
    
    236,025
    
    
    
    244,905Pension benefits
    
    
    268,773
    
    
    
    272,050Other long-term liabilities
    
    
    115,803
    
    
    
    145,978Long-term liabilities related to the sale of automotive operations
    
    
    8,046
    
    
    
    6,043Redeemable noncontrolling shareholders interests
    
    
    62,720
    1
    
    
    83,528
    1Equity:Preferred stock, $1 par value; 5,000,000 shares
authorized; none issued
    
    
    
    
    
    
    Common stock, $1 par value; 300,000,000 shares authorized;
86,322,514 shares issued in 2008 and 87,850,292 issued in 2009
    
    
    86,323
    
    
    
    87,850Capital in excess of par value
    
    
    43,764
    
    
    
    70,645Retained earnings
    
    
    1,096,405
    1
    
    
    1,133,133Cumulative other comprehensive loss
    
    
    (464,427)
    1
    
    
    (470,272)
    1762,065
    1
    
    
    821,356
    1Less: common shares in treasury at cost
(27,411,564 in 2008 and 27,327,646 in 2009)
    
    
    (492,236
    )
    
    
    (490,548
    )Total parent stockholders equity
    
    
    269,829
    1
    
    
    330,808
    1Noncontrolling shareholders interests in consolidated
subsidiaries
    
    
    48,417
    1
    
    
    49,716
    1Total equity
    
    
    318,246
    1
    
    
    380,524
    1$
    2,042,896
    
    
    $
    2,100,340
 
 1        Amounts have been restated, see Footnote 1A for additional information.
  - 27 -




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF EQUITY  RESTATED
 Total EquityNoncontrollingRedeemable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    
    
    
    
    Total
    
    
    ShareholdersNoncontrolling
    
    
    Common
    
    
    Capital In
    
    
    
    
    
    
    Other
    
    
    Common
    
    
    Parent
    
    
    Interests inShareholders
    
    
    Stock
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares in
    
    
    Stockholders
    
    
    ConsolidatedInterests
    
    
    $1 Par Value
    
    
    Par Value
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Treasury
    
    
    Equity
    
    
    SubsidiariesBalance at January 1, 2007
    
    $
    44,956
    
    
    $
    86,323
    
    
    $
    38,144
    
    
    $
    1,256,971
    
    
    $
    (284,509
    )
    
    $
    (458,995
    )
    
    $
    637,934
    
    
    $
    28,310Net income
    
    
    8,358
    
    
    
    
    
    
    
    
    
    
    
    119,570
    
    
    
    
    
    
    
    
    
    
    
    119,570
    
    
    
    402Other comprehensive income:Unrecognized postretirement
benefits, net of $6,629
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,462
    
    
    
    
    
    
    
    68,462Currency translation
adjustment
    
    
    3,372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,067
    
    
    
    
    
    
    
    8,067
    
    
    
    2,408Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $1,835 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,434
    )
    
    
    
    
    
    
    (5,434
    )Comprehensive income
    
    
    11,730
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190,665
    
    
    
    2,810Transactions between Cooper Tire & Rubber Company and noncontrolling
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,588Purchase of 2,991,900 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,882
    )
    
    
    (45,882
    )Stock compensation plans, including
tax benefit of $2,915
    
    
    
    
    
    
    
    
    
    
    2,532
    
    
    
    (13
    )
    
    
    
    
    
    
    25,319
    
    
    
    27,838Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,001
    )
    
    
    
    
    
    
    
    
    
    
    (26,001
    )Balance at December 31, 2007
    
    
    56,686
    
    
    
    86,323
    
    
    
    40,676
    
    
    
    1,350,527
    
    
    
    (213,414
    )
    
    
    (479,558
    )
    
    
    784,554
    
    
    
    41,708Net (loss)
    
    
    (7,584
    )
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    (473
    )Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $1,306
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (234,455
    )
    
    
    
    
    
    
    (234,455
    )Currency translation
adjustment
    
    
    3,679
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,961
    )
    
    
    
    
    
    
    (23,961
    )
    
    
    2,932Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $103 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,403
    
    
    
    
    
    
    
    7,403Comprehensive income (loss)
    
    
    (3,905
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470,393
    )
    
    
    2,459Transactions between Cooper Tire & Rubber Company and noncontrolling
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,250Accretion of redeemable noncontrolling
shareholders interests
    
    
    9,939
    
    
    
    
    
    
    
    
    
    
    
    (9,939
    )
    
    
    
    
    
    
    
    
    
    
    (9,939
    )Purchase of 803,300 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,853
    )
    
    
    (13,853
    )Stock compensation plans, including
tax benefit of $26
    
    
    
    
    
    
    
    
    
    
    3,088
    
    
    
    (30
    )
    
    
    
    
    
    
    1,175
    
    
    
    4,233Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,773
    )
    
    
    
    
    
    
    
    
    
    
    (24,773
    )Balance at December 31, 2008
    
    
    62,720
    
    
    
    86,323
    
    
    
    43,764
    
    
    
    1,096,405
    
    
    
    (464,427
    )
    
    
    (492,236
    )
    
    
    269,829
    
    
    
    48,417Net income
    
    
    30,539
    
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    1,333Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $17,337
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,801
    )
    
    
    
    
    
    
    (4,801
    )Currency translation
adjustment
    
    
    208
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,774
    
    
    
    
    
    
    
    3,774
    
    
    
    (34
    )Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $2,397 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,818
    )
    
    
    
    
    
    
    (4,818
    )Comprehensive income
    
    
    30,747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,922
    
    
    
    1,299Accretion of redeemable noncontrolling
shareholders interests
    
    
    (9,939
    )
    
    
    
    
    
    
    
    
    
    
    9,939
    
    
    
    
    
    
    
    
    
    
    
    9,939Issuance of 1,527,778 shares of stock
    
    
    
    
    
    
    1,527
    
    
    
    20,473
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000Stock compensation plans, including
tax benefit of $1,944
    
    
    
    
    
    
    
    
    
    
    6,408
    
    
    
    (52
    )
    
    
    
    
    
    
    1,688
    
    
    
    8,044Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,926
    )
    
    
    
    
    
    
    
    
    
    
    (24,926
    )Balance at December 31, 2009
    
    $
    83,528
    
    
    $
    87,850
    
    
    $
    70,645
    
    
    $
    1,133,133
    
    
    $
    (470,272
    )
    
    $
    (490,548
    )
    
    $
    330,808
    
    
    $
    49,716
  - 28 -




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 2007
    
    
    2008
    
    
    2009Operating activities:Net income/(loss)
    
    $
    128,330
    
    
    $
    (227,437
    )
    
    $
    83,639Adjustments to reconcile net income/(loss) to net cash
provided by (used in) continuing operations:Loss (income) from discontinued operations, net of income
taxes
    
    
    (1,660
    )
    
    
    (64
    )
    
    
    31,653Gain on sale of discontinued operations, net of income taxes
    
    
    (26,475
    )
    
    
    
    
    
    
    Depreciation
    
    
    131,007
    
    
    
    138,805
    
    
    
    121,483Amortization
    
    
    5,925
    
    
    
    3,954
    
    
    
    2,028Deferred income taxes
    
    
    16,717
    
    
    
    (3,327
    )
    
    
    (6,950
    )Stock based compensation
    
    
    3,731
    
    
    
    3,924
    
    
    
    5,419Net impact of inventory write-down and change in LIFO
reserve
    
    
    (7,585
    )
    
    
    92,283
    
    
    
    (94,790
    )Amortization of unrecognized postretirement benefits
    
    
    18,499
    
    
    
    12,963
    
    
    
    32,903Loss (gain) on sale of assets
    
    
    (3,477
    )
    
    
    4,199
    
    
    
    874Debt extinguishment costs
    
    
    2,558
    
    
    
    593
    
    
    
    Restructuring asset write-down
    
    
    197
    
    
    
    75,557
    
    
    
    900Impairment of goodwill and indefinite-lived intangible asset
    
    
    
    
    
    
    31,340
    
    
    
    Changes in operating assets and liabilities of
continuing operations:Accounts receivable
    
    
    42,748
    
    
    
    20,149
    
    
    
    (42,544
    )Inventories
    
    
    48,311
    
    
    
    (217,557
    )
    
    
    221,109Other current assets
    
    
    (2,654
    )
    
    
    (34,600
    )
    
    
    26,769Accounts payable
    
    
    30,026
    
    
    
    (46,906
    )
    
    
    49,548Accrued liabilities
    
    
    19,446
    
    
    
    (8,518
    )
    
    
    32,658Other items
    
    
    (44,893
    )
    
    
    (10,350
    )
    
    
    13,647Net cash provided by (used in) continuing operations
    
    
    360,751
    
    
    
    (164,992
    )
    
    
    478,346Net cash provided by (used in) discontinued operations
    
    
    12,043
    
    
    
    (2,225
    )
    
    
    (33,777
    )Net cash provided by (used in) operating activities
    
    
    372,794
    
    
    
    (167,217
    )
    
    
    444,569Investing activities:Property, plant and equipment
    
    
    (140,972
    )
    
    
    (128,773
    )
    
    
    (79,333
    )Proceeds from sale of investment in Kumho Tire Company
    
    
    
    
    
    
    106,950
    
    
    
    Proceeds from the sale of (investment in)
available-for-sale debt securities
    
    
    (49,765
    )
    
    
    49,765
    
    
    
    Investment in unconsolidated subsidiary
    
    
    
    
    
    
    (29,194
    )
    
    
    (659
    )Acquisition of businesses, net of cash acquired
    
    
    (11,964
    )
    
    
    (5,956
    )
    
    
    Proceeds from the sale of business
    
    
    66,256
    
    
    
    
    
    
    
    Proceeds from the sale of assets
    
    
    19,654
    
    
    
    6,408
    
    
    
    1,535Net cash used in continuing operations
    
    
    (116,791
    )
    
    
    (800
    )
    
    
    (78,457
    )Net cash used in discontinued operations
    
    
    (1,859
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (118,650
    )
    
    
    (800
    )
    
    
    (78,457
    )Financing activities:Payments on long-term debt of parent company
    
    
    (80,867
    )
    
    
    (14,300
    )
    
    
    (96,913
    )Premium paid on debt repurchases
    
    
    (2,224
    )
    
    
    (552
    )
    
    
    Net borrowings (repayments) on debt
in partially owned subsidiaries
    
    
    (10,667
    )
    
    
    108,818
    
    
    
    (63,111
    )Contributions of joint venture partner
    
    
    15,588
    
    
    
    4,250
    
    
    
    Purchase of treasury shares
    
    
    (45,882
    )
    
    
    (13,853
    )
    
    
    Payment of dividends
    
    
    (26,001
    )
    
    
    (24,773
    )
    
    
    (24,926
    )Issuance of common shares and excess
tax benefits on options
    
    
    24,107
    
    
    
    309
    
    
    
    2,301Net cash provided by (used in) financing activities
    
    
    (125,946
    )
    
    
    59,899
    
    
    
    (182,649
    )Effects of exchange rate changes on cash of
continuing operations
    
    
    (3,906
    )
    
    
    9,843
    
    
    
    (4,154
    )Changes in cash and cash equivalents
    
    
    124,292
    
    
    
    (98,275
    )
    
    
    179,309Cash and cash equivalents at beginning of year
    
    
    221,655
    
    
    
    345,947
    
    
    
    247,672Cash and cash equivalents at end of year
    
    $
    345,947
    
    
    $
    247,672
    
    
    $
    426,981
  - 29 -




---



##### Table of Contents



Notes to Consolidated Financial Statements
  Note 1  Significant Accounting Policies
 Reclassification 
   Principles of consolidation
      -30-




---



##### Table of Contents



2008
    
    
    2009AssetsCash and cash equivalents
    
    $
    4,911
    
    
    $
    23,998Accounts receivable
    
    
    11,607
    
    
    
    9,359Inventories
    
    
    28,080
    
    
    
    16,472Prepaid expenses
    
    
    3,221
    
    
    
    2,688Total current assets
    
    
    47,819
    
    
    
    52,517Net property, plant and equipment
    
    
    134,639
    
    
    
    139,705Intangibles and other assets
    
    
    14,247
    
    
    
    12,773Total assets
    
    $
    196,705
    
    
    $
    204,995Liabilities and stockholders equityNotes payable
    
    $
    69,430
    
    
    $
    87,016Accounts payable
    
    
    8,478
    
    
    
    7,147Accrued liabilities
    
    
    11,548
    
    
    
    1,118Current portion of long-term debt
    
    
    
    
    
    
    10,525Current liabilities
    
    
    89,456
    
    
    
    105,806Long-term debt
    
    
    10,500
    
    
    
    Stockholders equity
    
    
    96,749
    
    
    
    99,189Total liabilities and stockholders equity
    
    $
    196,705
    
    
    $
    204,995
 Cash and cash equivalents and Short-term investments
  Accounts receivable 
 Allowance for doubtful accounts
 Inventories 
 Long-lived assets
 Buildings and improvements
    
    
    10 to 40 yearsMachinery and equipment
    
    
    5 to 14 yearsFurniture and fixtures
    
    
    5 to 10 yearsMolds, cores and rings
    
    
    4 to 10 years
 -31-




---



##### Table of Contents



Pre-production costs related to long-term supply arrangements
 Earnings (loss) per common share
  2007
    
    
    2008
    
    
    2009NumeratorIncome (loss) from continuing operations
attributable to Cooper Tire & Rubber Company
    
    $
    91,435
    
    
    $
    (219,444
    )
    
    $
    83,420Accretion of redeemable noncontrolling
shareholders interest
    
    
    
    
    
    
    (9,939
    )1
    
    
    9,939
    1Numerator for basic and diluted earnings (loss)
per share  income (loss) from continuing
operations available to common stockholders
    
    $
    91,435
    
    
    $
    (229,383
    )1
    
    $
    93,359
    1DenominatorDenominator for basic earnings (loss) per share -
weighted average shares outstanding
    
    
    61,938
    
    
    
    59,048
    
    
    
    59,439Effect of dilutive securities  stock options and
other stock units
    
    
    774
    
    
    
    
    
    
    
    1,242Denominator for diluted earnings per share -
adjusted weighted average share outstanding
    
    
    62,712
    
    
    
    59,048
    
    
    
    60,681Basic earnings (loss) per share:Income (loss) from continuing operations
available to Cooper Tire & Rubber Company common stockholders
    
    $
    1.48
    
    
    $
    (3.88
    )1
    
    $
    1.57
    1Income (loss) from discontinued operations,
net of income taxes
    
    
    0.03
    
    
    
    
    
    
    
    (0.53
    )Gain on sale of discontinued operations
    
    
    0.42
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire &
Rubber
Company common stockholders
    
    $
    1.93
    
    
    $
    (3.88
    )1
    
    $
    1.04
    1Diluted earnings (loss) per share:Income (loss) from continuing operations
available to Cooper Tire & Rubber Company common stockholders
    
    $
    1.46
    
    
    $
    (3.88
    )1
    
    $
    1.54
    1Income (loss) from discontinued operations,
net of income taxes
    
    
    0.03
    
    
    
    
    
    
    
    (0.52
    )Gain on sale of discontinued operations
    
    
    0.42
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire &
Rubber
Company common stockholders
    
    $
    1.91
    
    
    $
    (3.88
    )1
    
    $
    1.02
    1
 
 1
    
    Amounts have been restated, see Footnote 1A for additional information. -32-




---



##### Table of Contents



Derivative financial instruments
    Income taxes
 Products liability 
 -33-




---



##### Table of Contents



.
 .
     Advertising expense 
 Stock-based compensation
 -34-




---



##### Table of Contents



Warranties The Company provides for the estimated cost of product warranties at the time
revenue is recognized based primarily on historical return rates, estimates of the eligible
tire population and the value of tires to be replaced. The following table summarizes the
activity in the Companys product warranty liabilities which are recorded in Accrued
liabilities and Other long-term liabilities in the Companys Consolidated Balance Sheets:
 2008
    
    
    2009Reserve at January 1
    
    $
    16,510
    
    
    $
    18,244Additions
    
    
    19,816
    
    
    
    23,134Payments
    
    
    (18,082
    )
    
    
    (17,564
    )Reserve at December 31
    
    $
    18,244
    
    
    $
    23,814
  Use of estimates 
 Revenue recognition
 Research and development
 Accounting pronouncements 
 Accounting Codification
 Fair value measurements
 Business combinations and noncontrolling interests in consolidated financial statements
 -35-




---



##### Table of Contents



Disclosures about derivative instruments and hedging activities
 Employers disclosures about postretirement benefit plan assets
 Interim disclosures about fair value of financial instruments
 Recognition and presentation of other-than-temporary impairments
 Subsequent events
 Accounting for transfers of financial assets
 Consolidation of variable interest entities
 -36-




---



##### Table of Contents



Note 1A  Restatement
     2007
    
    
    2008
    
    
    2009As Originally
    
    
    
    
    
    
    As Originally
    
    
    
    
    
    
    As OriginallyReported
    
    
    Restated
    
    
    Reported
    
    
    Restated
    
    
    Reported
    
    
    RestatedNumeratorIncome
(loss) from continuing operations attributable to Cooper Tire & Rubber
Company
    
    $
    91,435
    
    
    $
    91,435
    
    
    $
    (219,444
    )
    
    $
    (219,444
    )
    
    $
    83,420
    
    
    $
    83,420Accretion of redeemable noncontrolling
shareholders interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,939
    )
    
    
    
    
    
    
    9,939Numerator for basic and diluted earnings (loss)
per share  income (loss) from continuing
operations available to common stockholders
    
    $
    91,435
    
    
    $
    91,435
    
    
    $
    (219,444
    )
    
    $
    (229,383
    )
    
    $
    83,420
    
    
    $
    93,359DenominatorDenominator for basic earnings (loss) per share -
weighted average shares outstanding
    
    
    61,938
    
    
    
    61,938
    
    
    
    59,048
    
    
    
    59,048
    
    
    
    59,439
    
    
    
    59,439Effect of dilutive securities  stock options and
other stock units
    
    
    774
    
    
    
    774
    
    
    
    
    
    
    
    
    
    
    
    1,242
    
    
    
    1,242Denominator for diluted earnings per share -
adjusted weighted average share outstanding
    
    
    62,712
    
    
    
    62,712
    
    
    
    59,048
    
    
    
    59,048
    
    
    
    60,681
    
    
    
    60,681Basic earnings (loss) per share:Income
(loss) from continuing operations available to Cooper Tire &
Rubber Company common stockholders
    
    $
    1.48
    
    
    $
    1.48
    
    
    $
    (3.72
    )
    
    $
    (3.88
    )
    
    $
    1.40
    
    
    $
    1.57Income (loss) from discontinued operations,
net of income taxes
    
    
    0.03
    
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    (0.53
    )
    
    
    (0.53
    )Gain on sale
of discontinued operations
    
    
    .43
    
    
    
    .43
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire & Rubber
Company common stockholders
    
    $
    1.93
    
    
    $
    1.93
    
    
    $
    (3.72
    )
    
    $
    (3.88
    )
    
    $
    0.87
    
    
    $
    1.04Diluted earnings (loss) per share:Income
(loss) from continuing operations available to Cooper Tire & Rubber
Company common stockholders
    
    $
    1.46
    
    
    $
    1.46
    
    
    $
    (3.72
    )
    
    $
    (3.88
    )
    
    $
    1.37
    
    
    $
    1.54Income (loss) from discontinued operations,
net of income taxes
    
    
    0.03
    
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    (0.52
    )
    
    
    (0.52
    )Gain on sale of discontinued operations
    
    
    0.42
    
    
    
    0.42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) available to Cooper Tire & Rubber
Company common stockholders
    
    $
    1.91
    
    
    $
    1.91
    
    
    $
    (3.72
    )
    
    $
    (3.88
    )
    
    $
    0.85
    
    
    $
    1.02
 
 *
    
    amounts do not add due to rounding -37-




---



##### Table of Contents



As of January 1, 2007
    
    
    As of December 31, 2007
    
    
    As of December 31, 2008
    
    
    As of December 31, 2009As Originally
    
    
    
    
    
    
    As Originally
    
    
    
    
    
    
    As Originally
    
    
    
    
    
    
    As OriginallyReported
    
    
    Restated
    
    
    Reported
    
    
    Restated
    
    
    Reported
    
    
    Restated
    
    
    Reported
    
    
    RestatedRedeemable noncontrolling shareholders interest
    
    $
    
    
    
    $
    44,956
    
    
    $
    
    
    
    $
    56,686
    
    
    $
    
    
    
    $
    62,720
    
    
    $
    
    
    
    $
    83,528Retained Earnings
    
    
    1,256,971
    
    
    
    1,256,971
    
    
    
    1,350,527
    
    
    
    1,350,527
    
    
    
    1,106,344
    
    
    
    1,096,405
    
    
    
    1,133,133
    
    
    
    1,133,133Cumulative other comprehensive loss
    
    
    (282,552
    )
    
    
    (284,509
    )
    
    
    (205,677
    )
    
    
    (213,414
    )
    
    
    (450,079
    )
    
    
    (464,427
    )
    
    
    (455,750
    )
    
    
    (470,272
    )Total parent stockholders equity
    
    
    639,891
    
    
    
    637,934
    
    
    
    792,291
    
    
    
    784,554
    
    
    
    294,116
    
    
    
    269,829
    
    
    
    345,330
    
    
    
    330,808Noncontrolling shareholders interests in consolidated subsidiaries
    
    
    71,309
    
    
    
    28,310
    
    
    
    90,657
    
    
    
    41,708
    
    
    
    86,850
    
    
    
    48,417
    
    
    
    118,722
    
    
    
    49,716Total stockholders equity
    
    
    711,200
    
    
    
    666,244
    
    
    
    882,948
    
    
    
    826,262
    
    
    
    380,966
    
    
    
    318,246
    
    
    
    464,052
    
    
    
    380,524
 2007
    
    
    2008
    
    
    2009As Originally
    
    
    
    
    
    
    As Originally
    
    
    
    
    
    
    As OriginallyReported
    
    
    Restated
    
    
    Reported
    
    
    Restated
    
    
    Reported
    
    
    RestatedNet income (loss) attributable to
Cooper Tire & Rubber Company
    
    $
    119,570
    
    
    $
    119,570
    
    
    $
    (219,380
    )
    
    $
    (219,380
    )
    
    $
    51,767
    
    
    $
    51,767Other comprehensive income (loss):Currency translation adjustments
    
    
    13,847
    
    
    
    8,067
    
    
    
    (17,350
    )
    
    
    (23,961
    )
    
    
    3,948
    
    
    
    3,774Unrealized net gains (losses) on
derivative
instruments and marketable securities,
net of tax
    
    
    (5,434
    )
    
    
    (5,434
    )
    
    
    7,403
    
    
    
    7,403
    
    
    
    (4,818
    )

    
    
    (4,818
    )Unrecognized postretirement benefit
plans,
net of tax
    
    
    68,462
    
    
    
    68,462
    
    
    
    (234,455
    )
    
    
    (234,455
    )
    
    
    (4,801
    )
    
    
    (4,801
    )Comprehensive income (loss) attributable to
Cooper Tire & Rubber Company
    
    
    196,445
    
    
    
    190,665
    
    
    
    (463,782
    )
    
    
    (470,393
    )
    
    
    46,096
    
    
    
    45,922Net income (loss) attributable to
noncontrolling shareholders interests
    
    
    8,760
    
    
    
    8,760
    
    
    
    (8,057
    )
    
    
    (8,057
    )
    
    
    31,872
    
    
    
    31,872Other comprehensive income (loss):Currency translation adjustments
    
    
    
    
    
    
    5,780
    
    
    
    
    
    
    
    6,611
    
    
    
    
    
    
    
    174Comprehensive
income (loss) attributable to
noncontrolling shareholders interests
    
    
    8,760
    
    
    
    14,540
    
    
    
    (8,057
    )
    
    
    (1,446
    )
    
    
    31,872
    
    
    
    32,046Total comprehensive income (loss)
    
    $
    205,205
    
    
    $
    205,205
    
    
    $
    (471,839
    )
    
    $
    (471,839
    )
    
    $
    77,968
    
    
    $
    77,968
    - 38 -




---



##### Table of Contents



Note 2  Inventories
    Note 3  Other Current Assets
  2008
    
    
    2009Income tax recoverable
    
    $
    43,441
    
    
    $
    9,967Assets held for sale
    
    
    
    
    
    
    10,000Other
    
    
    14,849
    
    
    
    19,425$
    58,290
    
    
    $
    39,392
  Note 4  Goodwill and Intangibles
     - 39 -




---



##### Table of Contents



December 31, 2008
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived:Trademarks and
tradenames
    
    $
    10,891
    
    
    $
    (3,874
    )
    
    $
    7,017
    
    
    $
    10,891
    
    
    $
    (4,467
    )
    
    $
    6,424Patents and technology
    
    
    15,038
    
    
    
    (14,382
    )
    
    
    656
    
    
    
    15,038
    
    
    
    (14,606
    )
    
    
    432Other
    
    
    8,252
    
    
    
    (5,840
    )
    
    
    2,412
    
    
    
    5,965
    
    
    
    (4,092
    )
    
    
    1,87334,181
    
    
    
    (24,096
    )
    
    
    10,085
    
    
    
    31,894
    
    
    
    (23,165
    )
    
    
    8,729Indefinite-lived:Trademarks
    
    
    9,817
    
    
    
    
    
    
    
    9,817
    
    
    
    9,817
    
    
    
    
    
    
    
    9,817$
    43,998
    
    
    $
    (24,096
    )
    
    $
    19,902
    
    
    $
    41,711
    
    
    $
    (23,165
    )
    
    $
    18,546
  Note 5  Other Assets
  2008
    
    
    2009Investment in unconsolidated subsidiary
    
    $
    26,848
    
    
    $
    20,835Deferred tax assets
    
    
    11,147
    
    
    
    31,892Other
    
    
    37,110
    
    
    
    44,046$
    75,105
    
    
    $
    96,773
  Note 6  Accrued Liabilities
  2008
    
    
    2009Payroll and withholdings
    
    $
    22,047
    
    
    $
    55,087Products liability
    
    
    28,737
    
    
    
    30,805Medical
    
    
    22,396
    
    
    
    5,351Foreign currency (gain) loss on
derivative financial
instruments
    
    
    (1,252
    )
    
    
    2,080Other
    
    
    51,843
    
    
    
    65,320$
    123,771
    
    
    $
    158,643
 - 40 -




---



##### Table of Contents



Note 7  Income Taxes
  2007
    
    
    2008
    
    
    2009United States
    
    $
    69,205
    
    
    $
    (228,398
    )
    
    $
    35,200Foreign
    
    
    46,825
    
    
    
    (29,377
    )
    
    
    80,323Total
    
    $
    116,030
    
    
    $
    (257,775
    )
    
    $
    115,523
  2007
    
    
    2008
    
    
    2009Current:Federal
    
    $
    5,124
    
    
    $
    (31,368
    )
    
    $
    (3,990
    )State and local
    
    
    753
    
    
    
    147
    
    
    
    966Foreign
    
    
    2,447
    
    
    
    4,274
    
    
    
    10,0208,324
    
    
    
    (26,947
    )
    
    
    6,996Deferred:Federal
    
    
    4,171
    
    
    
    (2,005
    )
    
    
    (770
    )State and local
    
    
    (183
    )
    
    
    
    
    
    
    Foreign
    
    
    3,523
    
    
    
    (1,322
    )
    
    
    (5,995
    )7,511
    
    
    
    (3,327
    )
    
    
    (6,765
    )$
    15,835
    
    
    $
    (30,274
    )
    
    $
    231
  2007
    
    
    2008
    
    
    2009Income tax provision (benefit)
at 35%
    
    $
    40,610
    
    
    $
    (90,221
    )
    
    $
    40,423State and local income tax, net
of federal income tax effect
    
    
    613
    
    
    
    (6,399
    )
    
    
    628U.S. tax credits
    
    
    (1,689
    )
    
    
    (2,415
    )
    
    
    (1,478
    )Difference in effective tax rates
of international operations
    
    
    (8,662
    )
    
    
    13,235
    
    
    
    (24,078
    )Interest on tax settlement
    
    
    
    
    
    
    
    
    
    
    (4,239
    )Valuation allowance
    
    
    (12,804
    )
    
    
    54,458
    
    
    
    (14,139
    )Other  net
    
    
    (2,233
    )
    
    
    1,068
    
    
    
    3,114Income tax expense
    
    $
    15,835
    
    
    $
    (30,274
    )
    
    $
    231
  - 41 -




---



##### Table of Contents



2008
    
    
    2009Deferred tax assets:Postretirement and other employee benefits
    
    $
    198,881
    
    
    $
    189,269Products liability
    
    
    40,304
    
    
    
    45,753Net operating loss, capital loss, and tax credits carryforwards
    
    
    63,066
    
    
    
    47,708All other items
    
    
    70,072
    
    
    
    49,515Total deferred tax assets
    
    
    372,323
    
    
    
    332,245Deferred tax liabilities:Property, plant and equipment
    
    
    (114,462
    )
    
    
    (108,398
    )All other items
    
    
    (15,444
    )
    
    
    (15,189
    )Total deferred tax liabilities
    
    
    (129,906
    )
    
    
    (123,587
    )242,417
    
    
    
    208,658Valuation allowances
    
    
    (231,270
    )
    
    
    (176,766
    )Net deferred tax asset
    
    $
    11,147
    
    
    $
    31,892
  2008
    
    
    2009Other assets
    
    $
    11,147
    
    
    $
    31,892
   Accounting for Income Taxes Accounting for Uncertainty in Income Taxes
 2007
    
    
    2008
    
    
    2009Balance at January 1
    
    $
    1,658
    
    
    $
    3,777
    
    
    $
    7,623Settlements for tax positions of prior years
    
    
    
    
    
    
    
    
    
    
    (164
    )Additions for tax positions of the current year
    
    
    403
    
    
    
    1,640
    
    
    
    934Additions for tax positions of prior years
    
    
    1,716
    
    
    
    2,307
    
    
    
    18Reductions for tax positions of prior years
    
    
    
    
    
    
    (101
    )
    
    
    (894
    )Balance at December 31
    
    $
    3,777
    
    
    $
    7,623
    
    
    $
    7,517
  - 42 -




---



##### Table of Contents



Note 8  Debt
    - 43 -




---



##### Table of Contents



2008
    
    
    2009Parent company7.75% unsecured notes due December 2009
    
    $
    96,913
    
    
    $
    8% unsecured notes due December 2019
    
    
    173,578
    
    
    
    173,5787.625% unsecured notes due March 2027
    
    
    116,880
    
    
    
    116,880Capitalized leases and other
    
    
    5,081
    
    
    
    11,081392,452
    
    
    
    301,539Subsidiaries3.693% to 5.58% unsecured notes due in 2009
    
    
    50,848
    
    
    
    3.718% to 7.47% unsecured notes due in 2010
    
    
    14,880
    
    
    
    14,9155.67% to 7.56% unsecured notes due in 2011
    
    
    15,330
    
    
    
    9,5224.86% to 5.13% unsecured notes due in 2012
    
    
    
    
    
    
    20,51081,058
    
    
    
    44,947473,510
    
    
    
    346,486Less current maturities
    
    
    147,761
    
    
    
    15,515$
    325,749
    
    
    $
    330,971
   Note 9  Fair Value of Financial Instruments
    - 44 -




---



##### Table of Contents



(assets)/liabilities
    
    December 31, 2008
    
    
    December 31, 2009Derivatives designated as hedging
instruments
    
    Accrued liabilities
    
    $
    (1,058
    )
    
    Accrued liabilities
    
    $
    2,158Derivatives not designated as hedging
instruments
    
    Accrued liabilities
    
    $
    (194
    )
    
    Accrued liabilities
    
    $
    (78
    )
  Amount of Gain (Loss)Amount of Gain (Loss)
    
    Reclassified
    
    Amount of Gain (Loss)Recognized in
    
    from Cumulative
    
    Recognized inOther Comprehensive
    
    Other Comprehensive
    
    Other - netIncome on Derivative
    
    Loss into Net Sales
    
    on DerivativeDerivatives
    
    (Effective Portion)
    
    (Effective Portion)
    
    (Ineffective Portion)Designated as
    
    Year
    
    Year
    
    YearCash Flow
    
    Ended
    
    Ended
    
    EndedHedges
    
    Dec. 31, 2009
    
    Dec. 31, 2009
    
    Dec. 31, 2009Foreign exchange 
contracts
    
    $(7,208)
    
    $(4,198)
    
    $(458)
 Amount of Gain (Loss)Location of
    
    
    Recognized in IncomeGain (Loss)
    
    
    on DerivativesDerivatives not
    
    Recognized
    
    
    YearDesignated as
    
    in Income on
    
    
    EndedHedging Instruments
    
    Derivatives
    
    
    Dec. 31, 2009Foreign exchange contracts
    
    Other - net
    
    $
    142Interest swap contracts
    
    Interest expense
    
    
    1,855$
    1,997
  - 45 -




---



##### Table of Contents



a.
    
    Quoted prices for similar assets or liabilities in active markets;
 b.
    
    Quoted prices for identical or similar assets or liabilities in non-active
markets;
 c.
    
    Pricing models whose inputs are observable for substantially the full term of the
asset or liability; and
 d.
    
    Pricing models whose inputs are derived principally from or corroborated by
observable market data through correlation or other means for substantially the full
term of the asset or liability.
    Quoted Prices
    
    
    SignificantTotal
    
    
    in Active Markets
    
    
    Other
    
    
    SignificantDerivative
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable(Assets)
    
    
    Assets
    
    
    Inputs
    
    
    InputsForeign Exchange Contracts
    
    Liabilities
    
    
    Level (1)
    
    
    Level (2)
    
    
    Level (3)December 31, 2009
    
    $
    (2,080
    )
    
    
    
    
    
    $
    (2,080
    )December 31, 2008
    
    $
    (1,252
    )
    
    
    
    
    
    $
    (1,252
    )
  December 31, 2008
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash and cash equivalents
    
    $
    247,672
    
    
    $
    247,672
    
    
    $
    426,981
    
    
    $
    426,981Notes payable
    
    
    (184,774
    )
    
    
    (184,774
    )
    
    
    (156,719
    )
    
    
    (156,719
    )Current portion of long-term debt
    
    
    (147,761
    )
    
    
    (142,161
    )
    
    
    (15,515
    )
    
    
    (15,515
    )Long-term debt
    
    
    (325,749
    )
    
    
    (158,949
    )
    
    
    (330,971
    )
    
    
    (309,371
    )Derivative financial instruments
    
    
    1,252
    
    
    
    1,252
    
    
    
    (2,080
    )
    
    
    (2,080
    )
 - 46 -




---



##### Table of Contents



Note 10  Pensions and Postretirement Benefits Other than Pensions
       - 47 -




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2009
    
    
    2008
    
    
    2009Change in projected benefit obligation:Projected benefit obligation at January 1
    
    $
    1,098,859
    
    
    $
    994,531
    
    
    $
    261,145
    
    
    $
    252,679Service cost  employer
    
    
    21,875
    
    
    
    8,384
    
    
    
    4,974
    
    
    
    3,431Service cost  employee
    
    
    2,109
    
    
    
    2,273
    
    
    
    
    
    
    
    Interest cost
    
    
    63,899
    
    
    
    58,414
    
    
    
    15,492
    
    
    
    14,740Amendments
    
    
    
    
    
    
    (28,225
    )
    
    
    
    
    
    
    7,700Actuarial (gain)/loss
    
    
    (54,311
    )
    
    
    158,047
    
    
    
    (16,213
    )
    
    
    (5,790
    )Benefits paid
    
    
    (58,789
    )
    
    
    (78,626
    )
    
    
    (12,719
    )
    
    
    (10,834
    )Foreign currency translation effect
    
    
    (79,111
    )
    
    
    25,318
    
    
    
    
    
    
    
    Projected benefit obligation at December 31
    
    $
    994,531
    
    
    $
    1,140,116
    
    
    $
    252,679
    
    
    $
    261,926Change in plans assets:Fair value of plans assets at January 1
    
    $
    1,056,252
    
    
    $
    725,905
    
    
    $
    
    
    
    $
    Actual return on plans assets
    
    
    (248,978
    )
    
    
    147,875
    
    
    
    
    
    
    
    Employer contributions
    
    
    39,886
    
    
    
    51,600
    
    
    
    
    
    
    
    Participant contributions
    
    
    2,258
    
    
    
    2,273
    
    
    
    
    
    
    
    Benefits paid
    
    
    (58,789
    )
    
    
    (78,626
    )
    
    
    
    
    
    
    Foreign currency translation effect
    
    
    (64,724
    )
    
    
    19,152
    
    
    
    
    
    
    
    Fair value of plans assets at December 31
    
    $
    725,905
    
    
    $
    868,179
    
    
    $
    
    
    
    $
    Funded status of the plans
    
    $
    (268,626
    )
    
    $
    (271,937
    )
    
    $
    (252,679
    )
    
    $
    (261,926
    )Amounts recognized in the balance sheets:Other assets
    
    $
    147
    
    
    $
    113
    
    
    $
    
    
    
    $
    Accrued liabilities
    
    
    
    
    
    
    
    
    
    
    (16,654
    )
    
    
    (17,021
    )Postretirement benefits other than
pensions
    
    
    
    
    
    
    
    
    
    
    (236,025
    )
    
    
    (244,905
    )Pension benefits
    
    
    (268,773
    )
    
    
    (272,050
    )
    
    
    
    
    
    
    
      - 48 -




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2009
    
    
    2008
    
    
    2009All plansDiscount rate
    
    
    6.12
    %
    
    
    5.74
    %
    
    
    6.00
    %
    
    
    5.75
    %Rate of compensation increase
    
    
    3.33
    %
    
    
    3.74
    %
    
    
    
    
    
    
    Domestic plansDiscount rate
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    5.75
    %Rate of compensation increase
    
    
    3.25
    %
    
    
    
    
    
    
    
    
    
    
    Foreign plansDiscount rate
    
    
    6.50
    %
    
    
    5.70
    %
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.56
    %
    
    
    3.74
    %
    
    
    
    
    
    
    
  OtherPension Benefits
    
    
    Postretirement Benefits2007
    
    
    2008
    
    
    2009
    
    
    2007
    
    
    2008
    
    
    2009Components of net periodic benefit cost:Service cost
    
    $
    21,991
    
    
    $
    21,875
    
    
    $
    8,384
    
    
    $
    5,570
    
    
    $
    4,974
    
    
    $
    3,431Interest cost
    
    
    62,012
    
    
    
    63,899
    
    
    
    58,414
    
    
    
    15,674
    
    
    
    15,492
    
    
    
    14,740Expected return on plan assets
    
    
    (77,893
    )
    
    
    (81,484
    )
    
    
    (55,581
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    714
    
    
    
    483
    
    
    
    (1,051
    )
    
    
    (308
    )
    
    
    (308
    )
    
    
    (307
    )Amortization of actuarial loss
    
    
    15,257
    
    
    
    11,593
    
    
    
    34,261
    
    
    
    2,836
    
    
    
    1,196
    
    
    
    Spectrum plan freeze
    
    
    
    
    
    
    
    
    
    
    (10,133
    )
    
    
    
    
    
    
    
    
    
    
    Albany curtailment gain
    
    
    
    
    
    
    
    
    
    
    (5,220
    )
    
    
    
    
    
    
    
    
    
    
    Albany settlement loss
    
    
    
    
    
    
    
    
    
    
    9,956
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    22,081
    
    
    $
    16,366
    
    
    $
    39,030
    
    
    $
    23,772
    
    
    $
    21,354
    
    
    $
    17,864
  - 49 -




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2007
    
    
    2008
    
    
    2009
    
    
    2007
    
    
    2008
    
    
    2009All plansDiscount rate
    
    
    5.61
    %
    
    
    5.97
    %
    
    
    6.11
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    8.58
    %
    
    
    8.25
    %
    
    
    8.22
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.37
    %
    
    
    3.46
    %
    
    
    3.32
    %
    
    
    
    
    
    
    
    
    
    
    Domestic plansDiscount rate
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    9.00
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    
    
    
    
    
    
    
    
    Foreign plansDiscount rate
    
    
    5.29
    %
    
    
    5.89
    %
    
    
    6.49
    %
    
    
    
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    7.45
    %
    
    
    7.55
    %
    
    
    7.32
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.65
    %
    
    
    3.96
    %
    
    
    3.55
    %
    
    
    
    
    
    
    
    
    
    
    
  2008
    
    
    2009Projected benefit
    
    
    Accumulated benefit
    
    
    Projected benefit
    
    
    Accumulated benefitobligation exceeds
    
    
    obligation exceeds
    
    
    obligation exceeds
    
    
    obligation exceedsplan assets
    
    
    plan assets
    
    
    plan assets
    
    
    plan assetsProjected benefit obligation
    
    $
    992,228
    
    
    $
    992,228
    
    
    $
    1,137,709
    
    
    $
    1,137,709Accumulated benefit
obligation
    
    
    952,751
    
    
    
    952,751
    
    
    
    1,132,988
    
    
    
    1,132,988Fair value of plan assets
    
    
    723,455
    
    
    
    723,455
    
    
    
    867,500
    
    
    
    867,500
  Percentage PointIncrease
    
    
    DecreaseIncrease (decrease) in total service and interest cost components
    
    $
    137
    
    
    $
    (122
    )Increase (decrease) in the postretirement benefit obligation
    
    
    1,885
    
    
    
    (1,678
    )
 - 50 -




---



##### Table of Contents



U. S. Plans
    
    
    U. K. PlanAsset Category
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Equity securities
    
    
    70
    %
    
    
    66
    %
    
    
    52
    %
    
    
    59
    %Debt securities
    
    
    30
    
    
    
    34
    
    
    
    39
    
    
    
    35Other investments
    
    
    0
    
    
    
    0
    
    
    
    6
    
    
    
    5Cash
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    1Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    Fair Value HeirarchyTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3United States plansCash
    
    $
    254
    
    
    $
    254
    
    
    $
    
    
    
    $
    Equity securities
    
    
    432,338
    
    
    
    6,255
    
    
    
    426,083
    
    
    
    Fixed income securities
    
    
    222,399
    
    
    
    
    
    
    
    222,399
    
    
    
    $
    654,991
    
    
    $
    6,509
    
    
    $
    648,482
    
    
    $
    United Kingdom planCash
    
    $
    2,538
    
    
    $
    2,538
    
    
    $
    
    
    
    $
    Equity securities
    
    
    123,626
    
    
    
    
    
    
    
    123,626
    
    
    
    Fixed income securities
    
    
    74,717
    
    
    
    
    
    
    
    74,717
    
    
    
    Other investments
    
    
    9,788
    
    
    
    
    
    
    
    
    
    
    
    9,788$
    210,669
    
    
    $
    2,538
    
    
    $
    198,343
    
    
    $
    9,788
   - 51 -




---



##### Table of Contents



Balance at January 1, 2009
    
    $
    10,007Disbursements
    
    
    (153
    )Change in fair value
    
    
    (1,102
    )Foreign currency translation effect
    
    
    1,036Balance at December 31, 2009
    
    $
    9,788
     OtherPension
    
    
    PostretirementBenefits
    
    
    Benefits2010
    
    $
    84,000
    
    
    $
    17,0002011
    
    
    62,000
    
    
    
    18,0002012
    
    
    65,000
    
    
    
    18,0002013
    
    
    65,000
    
    
    
    18,0002014
    
    
    67,000
    
    
    
    18,0002015 through 2019
    
    
    363,000
    
    
    
    91,000
 Note 11  Other Long-term Liabilities
  2008
    
    
    2009Products liability
    
    $
    94,895
    
    
    $
    120,616Other
    
    
    20,908
    
    
    
    25,362$
    115,803
    
    
    $
    145,978
 Note 12  Common Stock
  - 52 -




---



##### Table of Contents



Note 13  Cumulative Other Comprehensive Loss  Restated
  2008
    
    
    2009Cumulative currency translation adjustment
    
    $
    3,196
    
    
    $
    6,970Changes in the fair value of derivatives and
unrealized gains/(losses) on marketable securities
    
    
    267
    
    
    
    (2,154
    )Tax effect
    
    
    2,422
    
    
    
    25Net
    
    
    2,689
    
    
    
    (2,129
    )Unrecognized postretirement benefit plans
    
    
    (523,633
    )
    
    
    (545,771
    )Tax effect, net of valuation allowance
    
    
    53,321
    
    
    
    70,658Net
    
    
    (470,312
    )
    
    
    (475,113
    )$
    (464,427
    )
    
    $
    (470,272
    )
 Note 14  Stock-Based Compensation
 Stock Options
    2007
    
    
    2009Risk-free interest rate
    
    
    4.6
    %
    
    
    2.2
    %Dividend yield
    
    
    2.2
    %
    
    
    2.7
    %Expected volatility of the Companys
common stock
    
    
    0.360
    
    
    
    0.568Expected life in years
    
    
    8.0
    
    
    
    6.0
   - 53 -




---



##### Table of Contents



WeightedAverageNumber of
    
    
    Exercise
    
    
    AvailableShares
    
    
    Price
    
    
    For GrantJanuary 1, 2007Outstanding
    
    
    3,032,551
    
    
    
    17.76Exercisable
    
    
    2,670,865
    
    
    
    18.22Granted
    
    
    8,280
    
    
    
    19.33Exercised
    
    
    (1,245,910
    )
    
    
    17.01Expired
    
    
    (6,827
    )
    
    
    24.33Cancelled
    
    
    (180,617
    )
    
    
    18.47December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    4,787,535Outstanding
    
    
    1,607,477
    
    
    
    18.23Exercisable
    
    
    1,390,828
    
    
    
    18.80Granted
    
    
    
    
    
    
    Exercised
    
    
    (19,192
    )
    
    
    14.75Expired
    
    
    (246,215
    )
    
    
    20.57Cancelled
    
    
    (107,470
    )
    
    
    18.95December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    4,708,946Outstanding
    
    
    1,234,600
    
    
    
    17.76Exercisable
    
    
    1,108,910
    
    
    
    18.12Granted
    
    
    1,155,000
    
    
    
    4.82Exercised
    
    
    (26,230
    )
    
    
    13.61Expired
    
    
    (145,018
    )
    
    
    14.19Cancelled
    
    
    (178,882
    )
    
    
    13.19December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    2,710,965Outstanding
    
    
    2,039,470
    
    
    
    11.14Exercisable
    
    
    1,011,231
    
    
    
    17.09
  - 54 -




---



##### Table of Contents



Range of Exercise PricesLess than or
    
    
    Greater than $12.14 and
    
    
    Greater than orequal to $12.14
    
    
    less than $19.75
    
    
    equal to $19.75Options outstanding
    
    
    1,037,000
    
    
    
    500,356
    
    
    
    502,114Weighted
average exercise price
    
    $
    4.82
    
    
    $
    14.67
    
    
    $
    20.66Remaining contractual life
    
    
    8.9
    
    
    
    4.1
    
    
    
    4.5Options exercisable
    
    
    59,000
    
    
    
    450,117
    
    
    
    502,114Weighted average exercise price
    
    $
    4.82
    
    
    $
    14.70
    
    
    $
    20.66
 Restricted Stock Units
  2008
    
    
    2009Restricted stock units outstanding at beginning of period
    
    
    401,681
    
    
    
    403,637Restricted stock units granted
    
    
    22,500
    
    
    
    153,509Accrued dividend equivalents
    
    
    19,700
    
    
    
    18,384Restricted stock units settled
    
    
    (35,405
    )
    
    
    (43,884
    )Restricted stock units cancelled
    
    
    (4,839
    )
    
    
    (4,837
    )Restricted stock units outstanding at end of period
    
    
    403,637
    
    
    
    526,809
 Performance Based Units
  - 55 -




---



##### Table of Contents



Long-Term Incentive Plan Years2007 - 2009
    
    
    2008 - 20102008
    
    
    2009
    
    
    2009Performance based unitsAt beginning of period
    
    
    283,254
    
    
    
    290,671
    
    
    
    Units earned
    
    
    
    
    
    
    255,070
    
    
    
    290,860Accrued dividend equivalents
    
    
    14,143
    
    
    
    14,210
    
    
    
    Units cancelled
    
    
    (6,726
    )
    
    
    
    
    
    
    Performance based units
    
    
    
    
    
    
    
    
    
    
    At end of period
    
    
    290,671
    
    
    
    559,951
    
    
    
    290,860
   Note 15  Lease Commitments
   2010
    
    $
    15,5222011
    
    
    20,8872012
    
    
    8,1852013
    
    
    6,8522014
    
    
    5,370Thereafter
    
    
    29,320
 Note 16  Restructuring
    - 56 -




---



##### Table of Contents



- 57 -




---



##### Table of Contents



Note 17  Other  Net
  2007
    
    
    2008
    
    
    2009Foreign currency (gains)/losses
    
    $
    (3,890
    )
    
    $
    2,966
    
    
    $
    886Equity in earnings from joint ventures
    
    
    (1,725
    )
    
    
    2,346
    
    
    
    673Loss (gain) on sale of assets
    
    
    (7,230
    )
    
    
    948
    
    
    
    141Other
    
    
    168
    
    
    
    (1,406
    )
    
    
    (2,972
    )$
    (12,677
    )
    
    $
    4,854
    
    
    $
    (1,272
    )
 Note 18  Contingent Liabilities
 Indemnities Related to the Sale of Cooper-Standard Automotive
  Guarantees
  Litigation
  - 58 -




---



##### Table of Contents



Cates, et al v. Cooper Tire & Rubber Company
   Cooper Chengshan Acquisition
   - 59 -




---



##### Table of Contents



Employment Contracts
  Unconditional Purchase Orders
  Note 19  Business Segments
     2007
    
    
    2008
    
    
    2009Consolidated Net
    
    
    
    
    
    
    Consolidated Net
    
    
    
    
    
    
    Consolidated NetCustomer
    
    Net Sales
    
    
    Sales
    
    
    Net Sales
    
    
    Sales
    
    
    Net Sales
    
    
    SalesTBC/Treadways
    
    $
    415,713
    
    
    
    14
    %
    
    $
    385,495
    
    
    
    13
    %
    
    $
    331,898
    
    
    
    12
    %
 - 60 -




---



##### Table of Contents



2007
    
    
    2008
    
    
    2009RevenuesNorth American Tire
    
    $
    2,209,822
    
    
    $
    2,142,139
    
    
    $
    2,006,183International Tire
    
    
    881,297
    
    
    
    975,007
    
    
    
    993,839Eliminations and other
    
    
    (158,544
    )
    
    
    (235,335
    )
    
    
    (221,032
    )Consolidated
    
    
    2,932,575
    
    
    
    2,881,811
    
    
    
    2,778,990Segment profit (loss)North American Tire
    
    
    119,440
    
    
    
    (174,065
    )
    
    
    110,957International Tire
    
    
    28,902
    
    
    
    (30,094
    )
    
    
    72,753Unallocated corporate chargesand eliminations
    
    
    (13,950
    )
    
    
    (12,474
    )
    
    
    (27,441
    )Operating profit (loss)
    
    
    134,392
    
    
    
    (216,633
    )
    
    
    156,269Interest income
    
    
    18,004
    
    
    
    12,887
    
    
    
    5,193Dividend from unconsolidated
subsidiary
    
    
    2,007
    
    
    
    1,943
    
    
    
    Debt extinguishment costs
    
    
    (2,558
    )
    
    
    (593
    )
    
    
    Other  net
    
    
    12,677
    
    
    
    (4,854
    )
    
    
    1,272Interest expense
    
    
    (48,492
    )
    
    
    (50,525
    )
    
    
    (47,211
    )Income (loss) from continuingoperations before income taxes
    
    
    116,030
    
    
    
    (257,775
    )
    
    
    115,523Depreciation and amortization expenseNorth American Tire
    
    
    97,746
    
    
    
    96,057
    
    
    
    76,001International Tire
    
    
    37,264
    
    
    
    45,418
    
    
    
    46,317Corporate
    
    
    1,922
    
    
    
    1,284
    
    
    
    1,193Consolidated
    
    
    136,932
    
    
    
    142,759
    
    
    
    123,511Segment assetsNorth American Tire
    
    
    1,021,132
    
    
    
    977,545
    
    
    
    857,734International Tire
    
    
    736,568
    
    
    
    740,583
    
    
    
    770,557Corporate and other
    
    
    540,790
    
    
    
    324,768
    
    
    
    472,049Consolidated
    
    
    2,298,490
    
    
    
    2,042,896
    
    
    
    2,100,340Expenditures for long-lived assetsNorth American Tire
    
    
    63,466
    
    
    
    55,560
    
    
    
    41,917International Tire
    
    
    76,755
    
    
    
    72,723
    
    
    
    37,410Corporate
    
    
    751
    
    
    
    490
    
    
    
    6Consolidated
    
    
    140,972
    
    
    
    128,773
    
    
    
    79,333
 - 61 -




---



##### Table of Contents



2007
    
    
    2008
    
    
    2009RevenuesNorth America
    
    $
    2,124,586
    
    
    $
    2,055,769
    
    
    $
    1,933,503Europe
    
    
    318,732
    
    
    
    303,742
    
    
    
    257,351Asia
    
    
    489,257
    
    
    
    522,300
    
    
    
    588,136Consolidated
    
    
    2,932,575
    
    
    
    2,881,811
    
    
    
    2,778,990Long-lived assetsNorth America
    
    
    630,055
    
    
    
    506,248
    
    
    
    459,129Europe
    
    
    70,756
    
    
    
    48,660
    
    
    
    48,614Asia
    
    
    291,404
    
    
    
    346,366
    
    
    
    343,228Consolidated
    
    
    992,215
    
    
    
    901,274
    
    
    
    850,971
  - 62 -




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
        
 - 63 -




---



##### Table of Contents



SELECTED QUARTERLY DATA
(Dollar amounts in thousands except per share amounts.)
    
    (Unaudited)
 2008First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterNet sales
    
    $
    679,321
    
    
    $
    772,907
    
    
    $
    793,751
    
    
    $
    635,832Gross profit
    
    
    56,238
    
    
    
    29,829
    
    
    
    (137
    )
    
    
    (9,757
    )Income (loss) from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    1,342
    
    
    
    (22,100
    )
    
    
    (55,248
    )
    
    
    (153,377)
    1Basic earnings (loss) per share from
continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    0.03
    
    
    
    (0.38
    )
    
    
    (0.94
    )
    
    
    (2.59)
    1Diluted earnings (loss) per share
from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    0.03
    
    
    
    (0.38
    )
    
    
    (0.94
    )
    
    
    (2.59)
    1Revenues from external customers:North American Tire
    
    $
    497,672
    
    
    $
    547,513
    
    
    $
    586,188
    
    
    $
    510,766International Tire
    
    
    231,780
    
    
    
    282,966
    
    
    
    284,684
    
    
    
    175,577Eliminations and other
    
    
    (50,131
    )
    
    
    (57,572
    )
    
    
    (77,121
    )
    
    
    (50,511
    )Net sales
    
    $
    679,321
    
    
    $
    772,907
    
    
    $
    793,751
    
    
    $
    635,832Segment profit (loss):North American Tire
    
    $
    8,144
    
    
    $
    (21,906
    )
    
    $
    (51,165
    )
    
    $
    (109,138
    )International Tire
    
    
    6,909
    
    
    
    5,944
    
    
    
    7,231
    
    
    
    (50,179
    )Eliminations
    
    
    (1,269
    )
    
    
    987
    
    
    
    396
    
    
    
    (1,443
    )Corporate
    
    
    (4,230
    )
    
    
    (442
    )
    
    
    (3,477
    )
    
    
    (2,995
    )Operating profit (loss)
    
    
    9,554
    
    
    
    (15,417
    )
    
    
    (47,015
    )
    
    
    (163,755
    )Interest expense
    
    
    (11,478
    )
    
    
    (12,742
    )
    
    
    (12,821
    )
    
    
    (13,484
    )Debt extinguishment costs
    
    
    (583
    )
    
    
    
    
    
    
    (10
    )
    
    
    Interest income
    
    
    3,723
    
    
    
    3,669
    
    
    
    3,902
    
    
    
    1,593Dividend from unconsolidated subsidiary
    
    
    1,943
    
    
    
    
    
    
    
    
    
    
    
    Other  net
    
    
    1,317
    
    
    
    2,201
    
    
    
    (1,244
    )
    
    
    (7,128
    )Income (loss) from continuing operations
before income taxes
    
    $
    4,476
    
    
    $
    (22,289
    )
    
    $
    (57,188
    )
    
    $
    (182,774
    )
 2009First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterNet sales
    
    $
    571,408
    
    
    $
    631,729
    
    
    $
    802,794
    
    
    $
    773,059Gross profit
    
    
    50,269
    
    
    
    100,460
    
    
    
    140,517
    
    
    
    127,781Income (loss) from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (22,013)
    1
    
    
    30,629
    1
    
    
    51,713
    1
    
    
    33,030
    1Basic earnings (loss) per share from
continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (0.37)
    1
    
    
    0.52
    1
    
    
    0.87
    1
    
    
    0.55Diluted earnings (loss) per share from
continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (0.37)
    1
    
    
    0.51
    1
    
    
    0.85
    1
    
    
    0.53Revenues from external customers:North American Tire
    
    $
    439,317
    
    
    $
    427,333
    
    
    $
    573,886
    
    
    $
    565,647International Tire
    
    
    166,212
    
    
    
    257,182
    
    
    
    296,841
    
    
    
    273,604Eliminations and other
    
    
    (34,121
    )
    
    
    (52,786
    )
    
    
    (67,933
    )
    
    
    (66,192
    )Net sales
    
    $
    571,408
    
    
    $
    631,729
    
    
    $
    802,794
    
    
    $
    773,059Segment profit (loss):North American Tire
    
    $
    (3,620
    )
    
    $
    27,951
    
    
    $
    47,618
    
    
    $
    39,008International Tire
    
    
    (2,821
    )
    
    
    19,204
    
    
    
    29,902
    
    
    
    26,468Eliminations
    
    
    (274
    )
    
    
    (786
    )
    
    
    (520
    )
    
    
    (59
    )Corporate
    
    
    (9,524
    )
    
    
    (4,896
    )
    
    
    (6,312
    )
    
    
    (5,070
    )Operating profit (loss)
    
    
    (16,239
    )
    
    
    41,473
    
    
    
    70,688
    
    
    
    60,347Interest expense
    
    
    (12,655
    )
    
    
    (12,097
    )
    
    
    (11,440
    )
    
    
    (11,019
    )Interest income
    
    
    1,375
    
    
    
    1,105
    
    
    
    2,259
    
    
    
    454Other  net
    
    
    823
    
    
    
    1,249
    
    
    
    (1,047
    )
    
    
    247Income (loss) from continuing operations
before income taxes
    
    $
    (26,696
    )
    
    $
    31,730
    
    
    $
    60,460
    
    
    $
    50,029
 
 1
    
    Amounts have been restated, see Footnote 1A for additional information.  - 64 -




---



##### Table of Contents



Balance at
    
    
    Additions
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Business
    
    
    Deductions
    
    
    at Endof Year
    
    
    To Income
    
    
    Acquisitions
    
    
    (a)
    
    
    of YearAllowance
for doubtful
accounts2007
    
    $
    8,837,656
    
    
    $
    1,579,369
    
    
    $
    
    
    
    $
    1,785,792
    
    
    $
    8,631,2332008
    
    $
    8,631,233
    
    
    $
    2,449,691
    
    
    $
    
    
    
    $
    401,050
    
    
    $
    10,679,8742009
    
    $
    10,679,874
    
    
    $
    1,990,692
    
    
    $
    
    
    
    $
    1,742,585
    
    
    $
    10,927,981
 
 (a)
    
    Accounts charged off during the year, net of recoveries of accounts previously
charged off. Balance at
    
    
    Additions
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Charged
    
    
    Deductions
    
    
    at Endof Year
    
    
    To Income
    
    
    To Equity
    
    
    (a)
    
    
    of YearTax
valuation
allowance2007
    
    $
    128,640,174
    
    
    $
    811,940
    
    
    $
    
    
    
    $
    42,085,397
    
    
    $
    87,366,7172008
    
    $
    87,366,717
    
    
    $
    62,903,924
    
    
    $
    84,413,313
    
    
    $
    3,413,944
    
    
    $
    231,270,0102009
    
    $
    231,270,010
    
    
    $
    
    
    
    $
    
    
    
    $
    54,503,772
    
    
    $
    176,766,238
 
 (a)
    
    Net decrease in tax valuation allowance is primarily a result of
net changes in cumulative book/tax timing differences, the write-off of capital
loss carry forward and changes in judgment about the realizability of deferred
tax assets, plus the impact of the change in the postretirement benefits
component of Cumulative other comprehensive loss. Balance at
    
    
    Additions
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Charged
    
    
    Deductions
    
    
    at Endof Year
    
    
    To Income
    
    
    To Equity
    
    
    (a)
    
    
    of YearLower of cost
or market
inventory reserve2007
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2008
    
    $
    
    
    
    $
    10,237,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,237,0002009
    
    $
    10,237,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,237,000
    
    
    $
    
 
 (a)
    
    Decrease in lower of cost or market reserve as a result of lower
raw material costs and increased sales prices. - 65 -




---



##### Table of Contents



Item 9A. CONTROLS AND PROCEDURES
       Internal Control  Integrated
Framework,
 Internal Control 
Integrated Framework
  Remediation of Material Weakness
   - 66 -




---



##### Table of Contents



- 67 -




---



##### Table of Contents



- 68 -




---



##### Table of Contents



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Page(s)Reference1. Consolidated Financial StatementsConsolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009
    
    25Consolidated Balance Sheets at December 31, 2008 and 2009
    
    26-27Consolidated Statements of Equity for the years ended December 31, 2007,
2008 and 2009
    
    28Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009
    
    29Notes to Consolidated Financial Statements
    
    30-62Report of Independent Registered Public Accounting Firm
    
    63Selected Quarterly Data (Unaudited)
    
    642. Financial Statement ScheduleValuation and qualifying accounts  Allowance for doubtful accounts, tax valuation allowance
and lower of cost or market inventory reserve
    
    65
    - 69 -




---



##### Table of Contents



SIGNATURES
  COOPER TIRE & RUBBER COMPANY/s/ Roy V. ArmesROY V. ARMES, Chairman of the Board,President and Chief Executive Officer   Signature
    
    Title
    
    Date/s/ Roy V. Armes
    
    Chairman of the Board,
    
    August 4, 2010ROY V. ARMES
    
    President,
Chief ExecutiveOfficer and Director(Principal Executive Officer)/s/ Bradley E. Hughes

BRADLEY E. HUGHES
    
    Vice President and 
Chief Financial
Officer
    
    August 4, 2010(Principal Financial Officer)/s/ Robert W. Huber

ROBERT W. HUBER
    
    Director of External Reporting 
(Principal
Accounting Officer)
    
    August 4, 2010LAURIE J. BREININGER*
    
    Director
    
    August 4, 2010THOMAS P. CAPO*
    
    Director
    
    August 4, 2010STEVEN M. CHAPMAN*
    
    Director
    
    August 4, 2010JOHN J. HOLLAND*
    
    Director
    
    August 4, 2010JOHN F. MEIER*
    
    Director
    
    August 4, 2010JOHN H. SHUEY*
    
    Director
    
    August 4, 2010RICHARD L. WAMBOLD*
    
    Director
    
    August 4, 2010ROBERT D. WELDING*
    
    Director
    
    August 4, 2010
 
 *
    
    The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form
10-K pursuant to a Power of Attorney executed on behalf of the above-indicated directors of
the registrant and filed herewith as Exhibit 24 on behalf of the registrant. *By:
    /s/ James E. KlineJAMES E. KLINE, Attorney-in-fact - 70 -




---



##### Table of Contents



EXHIBIT INDEX
 (23)
    
    Consent of Independent Registered Public Accounting Firm(31.1)
    
    Certification of Chief Executive Officer pursuant to Rule 13a14(a)/15d14(a) of the
Exchange Act(31.2)
    
    Certification of Chief Financial Officer pursuant to Rule 13a14(a)/15d14(a) of the
Exchange Act(32)
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 - 71 -