UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION WASHINGTON, DC 20549
  FORM 10-K
  For
    Annual and Transition Reports Pursuant to Sections 13 or
    15(d) of the Securities Exchange Act of 1934
  (Mark One)
  [X] 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
  [ ] 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
  
  COOPER TIRE & RUBBER
    COMPANY
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

34-4297750(State of incorporation)

(I.R.S. employer
    identification no.)701 Lima Avenue, Findlay, Ohio

45840(Address of principal executive offices)

(Zip Code)   Registrants telephone number,
    including area code:
    (419) 423-1321
  Securities registered pursuant to
    Section 12(b) of the Act:
  (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    Securities
    registered pursuant to Section 12(g) of the Act: None
          [  ] Large
    accelerated filer
    [X] Accelerated filer
    [  ] Non-Accelerated
    Filer
    [  ] Smaller
    reporting company (Do not check if a smaller
    reporting company)
       1




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PageCover
    
    
    1Table of Contents
    
    
    2Part IItem 1  Business
    
    
    2-5Item 1A  Risk Factors
    
    
    5-10Item 1B  Unresolved Staff Comments
    
    
    10Item 2  Properties
    
    
    11Item 3  Legal Proceedings
    
    
    11Item 4
 Reserved
    
    
    11Part IIItem 5  Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    13-15Item 6  Selected Financial Data
    
    
    16Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17-32Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    
    
    33Item 8  Financial Statements and Supplementary Data
    
    
    34-72Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    73Item 9A  Controls and Procedures
    
    
    73Item 9B  Other Information
    
    
    74Part IIIItem 10  Directors and Corporate Governance
    
    
    74Item 11  Executive Compensation
    
    
    74Item 12  Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    75Item 13  Certain Relationships and Related Transactions, and Director Independence 7
    
    
    75Item 14   Principal Accountant Fees and Services
    
    
    75Part IVItem 15  Exhibits and Financial Statement Schedules
    
    
    76Signatures
    
    
    77Exhibit Index
    
    
    78-80
 
 PART I
 
 Item 1. BUSINESS
    - 2 -




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Business Segments
 North American Tire Operations
     International Tire Operations Segment
     Discontinued Operations
   - 3 -




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Raw Materials
      Working Capital
   Research, Development and Product Improvement
  Patents, Intellectual Property and Trademarks
  - 4 -




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Seasonal Trends
  Environmental Matters
   Foreign Operations
    Available Information
  
 Item 1A. RISK FACTORS
  The Company is facing heightened risks due to the current business environment.
  - 5 -




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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.
  - 6 -




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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.
  - 7 -




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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.
  - 8 -




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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
 - 9 -




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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.
     
 Item 1B. UNRESOLVED STAFF COMMENTS
  - 10 -




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Item 2. PROPERTIES
  North American Tire Operations
    
    International Tire OperationsType of Facility
    
    United States
    
    Mexico
    
    Europe
    
    Asia
    
    TotalManufacturing
    
    
    4
    
    
    
    -
    *
    
    
    1
    
    
    
    2
    **
    
    
    7Distribution
    
    
    12
    
    
    
    3
    
    
    
    6
    
    
    
    17
    
    
    
    38Retail stores
    
    
    3
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3Technical centers
and offices
    
    
    6
    
    
    
    1
    
    
    
    7
    
    
    
    5
    
    
    
    19Total
    
    
    25
    
    
    
    4
    
    
    
    14
    
    
    
    24
    
    
    
    67
 
 *
    
    The Company has a minority interest in a tire manufacturing operation in Mexico.**
    
    The manufacturing facilities are joint ventures in the PRC.  
 Item 3. LEGAL PROCEEDINGS
  Cates, et al v. Cooper Tire & Rubber Company
   
 Item 4. RESERVED
 - 11 -




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EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Executive Office Held
    
    Business ExperienceRoy V. Armes
    
    
    57
    
    
    Chairman of the Board,
President, Chief Executive
Officer and Director
    
    Chairman of the Board since December 2007,
President, Chief Executive Officer and
Director since January 2007. Previously,
Senior Vice President of Project
Development at Whirlpool
Corporation, a marketer and
manufacturer of home appliances,
since January 2006; Corporate Vice
President and General Director at
Whirlpool Mexico from 2002 to
January 2006.Brenda S. Harmon
    
    
    58
    
    
    Vice President
    
    Vice President, Chief Human
Resources Officer since December 2009. Previously
Owner of Harmon Consulting Services since
November 2008. Vice president -
Human Resources of Contech
Construction Products, Inc., a
privately held construction
products and environmental
solutions company from 2004 to
2008.Bradley E. Hughes
    
    
    47
    
    
    Vice President and
Chief Financial Officer
    
    Vice President and Chief Financial Officer
since November 2009. Previously Global
Product Development Controller with Ford
Motor Corporation, an automobile
manufacturer, since 2008; Finance Director,
Ford South America Operations from 2005 to
2008; Director, European Business Strategy and Implementation from 2004 to 2005.James E. Kline
    
    
    68
    
    
    Vice President,
General Counsel
and Secretary
    
    Vice President, General Counsel and
Secretary since April 2003. Vice President
from February to April 2003.Harold C. Miller
    
    
    57
    
    
    Vice President
    
    Vice President since March 2002.
  - 12 -




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PART II
 
 Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 (a)
    
    Market information
  Year Ended December 31, 2008
    
    High
    
    
    LowFirst Quarter
    
    $
    20.80
    
    
    $
    13.21Second Quarter
    
    
    15.81
    
    
    
    7.74Third Quarter
    
    
    12.15
    
    
    
    7.05Fourth Quarter
    
    
    8.86
    
    
    
    3.67
  Year Ended December 31, 2009
    
    High
    
    
    LowFirst Quarter
    
    $
    6.96
    
    
    $
    2.96Second Quarter
    
    
    11.74
    
    
    
    3.86Third Quarter
    
    
    18.88
    
    
    
    9.77Fourth Quarter
    
    
    20.55
    
    
    
    14.15
 Five-Year Stockholder Return Comparison
   - 13 -




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Total Return To Shareholders
(Includes reinvestment of dividends)
 ANNUAL RETURN PERCENTAGEYears EndingCompany / Index
    
    Dec05
    
    
    Dec06
    
    
    Dec07
    
    
    Dec08
    
    
    Dec09Cooper Tire & Rubber Company
    
    
    -27.14
    
    
    
    -3.33
    
    
    
    18.42
    
    
    
    -60.98
    
    
    
    241.72S&P 500 Index
    
    
    4.91
    
    
    
    15.79
    
    
    
    5.49
    
    
    
    -37.00
    
    
    
    26.46S&P 500 Auto Parts & Equipment
    
    
    -22.47
    
    
    
    12.37
    
    
    
    27.49
    
    
    
    -48.66
    
    
    
    54.68
  INDEXED RETURNSYears EndingBasePeriodCompany / Index
    
    Dec04
    
    
    Dec05
    
    
    Dec06
    
    
    Dec07
    
    
    Dec08
    
    
    Dec09Cooper Tire & Rubber Company
    
    
    100
    
    
    
    72.86
    
    
    
    70.44
    
    
    
    83.41
    
    
    
    32.55
    
    
    
    111.24S&P 500 Index
    
    
    100
    
    
    
    104.91
    
    
    
    121.48
    
    
    
    128.16
    
    
    
    80.74
    
    
    
    102.11S&P 500 Auto Parts & Equipment
    
    
    100
    
    
    
    77.53
    
    
    
    87.12
    
    
    
    111.07
    
    
    
    57.02
    
    
    
    88.20
  Comparison
of Cumulative Five Year Total Return
 
 - 14 -




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##### 



(b)
    
    Holders
  (c)
    
    Dividends
  2008
    
    
    
    
    2009March 31
    
    $
    0.105
    
    
    March 31
    
    $
    0.105June 30
    
    
    0.105
    
    
    June 30
    
    
    0.105September 30
    
    
    0.105
    
    
    September 30
    
    
    0.105December 30
    
    
    0.105
    
    
    December 30
    
    
    0.105Total:
    
    $
    0.420
    
    
    Total:
    
    $
    0.420
 (d)
    
    Issuer purchases of equity securitiesThere were no repurchases of Company stock during the fourth quarter of the year ended
December 31, 2009.
 - 15 -




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##### 



Item 6.
    
    SELECTED FINANCIAL DATA
   Income (loss) from
    
    
    Earnings (Loss) Per ShareContinuing Operations
    
    
    from Continuing OperationsIncome (loss) from
    
    
    attributable to
    
    
    attributable toNet
    
    
    Operating
    
    
    Continuing Operations
    
    
    Cooper Tire &
    
    
    Cooper Tire & Rubber CompanySales
    
    
    Profit (Loss)
    
    
    Before Income taxes
    
    
    Rubber Company
    
    
    Basic
    
    
    Diluted2005
    
    $
    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
    )
    
    
    (219,444
    )
    
    
    (3.72
    )
    
    
    (3.72
    )2009
    
    
    2,778,990
    
    
    
    156,269
    
    
    
    115,523
    
    
    
    83,420
    
    
    
    1.40
    
    
    
    1.37
 Net Property,Stockholders
    
    
    Total
    
    
    Plant &
    
    
    Capital
    
    
    
    
    
    
    Long-termEquity
    
    
    Assets
    
    
    Equipment
    
    
    Expenditures
    
    
    Depreciation
    
    
    Debt2005
    
    $
    943,730
    
    
    $
    2,152,186
    
    
    $
    751,767
    
    
    $
    160,273
    
    
    $
    103,047
    
    
    $
    491,6182006
    
    
    711,200
    
    
    
    2,237,136
    
    
    
    971,072
    
    
    
    186,190
    
    
    
    127,693
    
    
    
    513,2132007
    
    
    882,948
    
    
    
    2,298,490
    
    
    
    992,215
    
    
    
    140,972
    
    
    
    131,007
    
    
    
    464,6082008
    
    
    380,966
    
    
    
    2,042,896
    
    
    
    901,274
    
    
    
    128,773
    
    
    
    138,805
    
    
    
    325,7492009
    
    
    464,052
    
    
    
    2,100,340
    
    
    
    850,971
    
    
    
    79,333
    
    
    
    121,483
    
    
    
    330,971
 Long-term
    
    
    
    
    
    AverageDebt To
    
    Dividends
    
    
    Common Shares
    
    
    Number ofCapitalization
    
    Per Share
    
    
    (000)
    
    
    Employees2005
    
    34.3%
    
    $
    0.42
    
    
    
    63,653
    
    
    
    8,7622006
    
    41.9%
    
    
    0.42
    
    
    
    61,338
    
    
    
    13,3612007
    
    34.5%
    
    
    0.42
    
    
    
    61,938
    
    
    
    13,3552008
    
    46.1%
    
    
    0.42
    
    
    
    59,048
    
    
    
    13,3112009
    
    41.6%
    
    
    0.42
    
    
    
    59,439
    
    
    
    12,568
    - 16 -




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Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 Business of the Company
    
        - 17 -




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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
    
    
    
    -
    
    
    $
    (3.72
    )
    
    
    -
    
    
    $
    1.40Diluted earnings (loss) per share
    
    $
    1.46
    
    
    
    -
    
    
    $
    (3.72
    )
    
    
    -
    
    
    $
    1.37
 - 18 -




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2009 versus 2008
             - 19 -




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##### 



Accounting for Income Taxes
   2008 versus 2007
    - 20 -




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Restructuring
  - 21 -




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- 22 -




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##### 



North American Tire Operations Segment
 Change
    
    
    
    
    
    
    Change2007
    
    
    %
    
    
    2008
    
    
    %
    
    
    2009(Dollar amounts in millions)Sales
    
    $
    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
   - 23 -




---



##### 



2008 versus 2007
      - 24 -




---



##### 



International Tire Operations Segment
 Change
    
    
    
    
    
    
    Change2007
    
    
    %
    
    
    2008
    
    
    %
    
    
    2009(Dollar amounts in millions)Sales
    
    $
    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
  - 25 -




---



##### 



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
     - 26 -




---



##### 



Liquidity and Capital Resources
 Generation and uses of cash 
    Available credit facilities
 - 27 -




---



##### 



Available cash and contractual commitments
    Payment Due by Period(Dollar amounts in thousands)
    
    
    
    
    
    Less 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 noncontrolling
shareholders interests (d) (e)
    
    
    421,630
    
    
    
    117
    
    
    
    52,451
    
    
    
    46,523
    
    
    
    322,539Total contractual cash obligations
    
    $
    1,654,429
    
    
    $
    312,936
    
    
    $
    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
 - 28 -




---



##### 



New Accounting Standards
  Critical Accounting Policies
  Products liability
     - 29 -




---



##### 



.
 .
     Income Taxes
  - 30 -




---



##### 



Accounting for Uncertainty in Income
Taxes
 Impairment of long-lived assets
    Pension and postretirement benefits
   - 31 -




---



##### 



Off-Balance Sheet Arrangements
  - 32 -




---



##### 



Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      - 33 -




---



##### 



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
attributable to Cooper Tire & Rubber Company
    
    $
    1.48
    
    
    $
    (3.72
    )
    
    $
    1.40Income (loss) from discontinued operations
    
    
    0.03
    
    
    
    -
    
    
    
    (0.53
    )Gain on sale of discontinued operations
    
    
    0.43
    
    
    
    -
    
    
    
    -Net income (loss) attributable to Cooper Tire & Rubber
Company
    
    $
    1.93
    *
    
    $
    (3.72
    )
    
    $
    0.87Diluted earnings (loss) per share:Income (loss) from continuing operations
attributable to Cooper Tire & Rubber Company
    
    $
    1.46
    
    
    $
    (3.72
    )
    
    $
    1.37Income (loss) from discontinued operations
    
    
    0.03
    
    
    
    -
    
    
    
    (0.52
    )Gain on sale of discontinued operations
    
    
    0.42
    
    
    
    -
    
    
    
    -Net income (loss) attributable to Cooper Tire & Rubber
Company
    
    $
    1.91
    
    
    $
    (3.72
    )
    
    $
    0.85
   - 34 -




---



##### 



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
  - 35 -




---



##### 



2008
    
    
    2009LIABILITIES AND STOCKHOLDERS 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
    
    
    
    6,043Stockholders equity: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
    
    
    1,106,344
    
    
    
    1,133,133Cumulative other comprehensive loss
    
    
    (450,079
    )
    
    
    (455,750
    )786,352
    
    
    
    835,878Less: 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
    
    
    294,116
    
    
    
    345,330Noncontrolling shareholders interests in consolidated
subsidiaries
    
    
    86,850
    
    
    
    118,722Total stockholders equity
    
    
    380,966
    
    
    
    464,052$
    2,042,896
    
    
    $
    2,100,340
  - 36 -




---



##### 



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  NoncontrollingCumulative
    
    
    
    
    
    
    Total
    
    
    ShareholdersCommon
    
    
    Capital In
    
    
    
    
    
    
    Other
    
    
    Common
    
    
    Parent
    
    
    Interests inStock
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares in
    
    
    Stockholders
    
    
    Consolidated$1 Par Value
    
    
    Par Value
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Treasury
    
    
    Equity
    
    
    SubsidiariesBalance at January 1, 2007
    
    $
    86,323
    
    
    $
    38,144
    
    
    $
    1,256,971
    
    
    $
    (282,552
    )
    
    $
    (458,995
    )
    
    $
    639,891
    
    
    $
    71,309Net income
    
    
    
    
    
    
    
    
    
    
    119,570
    
    
    
    
    
    
    
    
    
    
    
    119,570
    
    
    
    8,760Other comprehensive income:Unrecognized postretirement
benefits, net of $6,629
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,462
    
    
    
    
    
    
    
    68,462Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,847
    
    
    
    
    
    
    
    13,847Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $1,835 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,434
    )
    
    
    
    
    
    
    (5,434
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196,445
    
    
    
    8,760Transactions 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
    
    
    86,323
    
    
    
    40,676
    
    
    
    1,350,527
    
    
    
    (205,677
    )
    
    
    (479,558
    )
    
    
    792,291
    
    
    
    90,657Net (loss)
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    (8,057
    )Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $1,306
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (234,455
    )
    
    
    
    
    
    
    (234,455
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,350
    )
    
    
    
    
    
    
    (17,350
    )Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $103 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,403
    
    
    
    
    
    
    
    7,403Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (463,782
    )
    
    
    (8,057
    )Transactions between Cooper Tire &
Rubber Company and noncontrolling
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,250Purchase 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
    
    
    86,323
    
    
    
    43,764
    
    
    
    1,106,344
    
    
    
    (450,079
    )
    
    
    (492,236
    )
    
    
    294,116
    
    
    
    86,850Net income
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    31,872Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $17,337
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,801
    )
    
    
    
    
    
    
    (4,801
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,948
    
    
    
    
    
    
    
    3,948Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $2,397 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,818
    )
    
    
    
    
    
    
    (4,818
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,096
    
    
    
    31,872Issuance 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
    
    $
    87,850
    
    
    $
    70,645
    
    
    $
    1,133,133
    
    
    $
    (455,750
    )
    
    $
    (490,548
    )
    
    $
    345,330
    
    
    $
    118,722
  - 37 -




---



##### 



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 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
  - 38 -




---



##### 



Notes to Consolidated Financial Statements
  Note 1  Significant Accounting Policies
 Reclassification

    Principles of consolidation
      - 39 -




---



##### 



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

 - 40 -




---



##### 



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
  Pre-production costs related to long-term supply arrangements
 Earnings (loss) per common share
 (Number of shares in thousands)
    
    2007
    
    
    2008
    
    
    2009Numerator for basic and diluted
earnings (loss) per share - income
(loss) from continuing operations
available to common stockholders
    
    $
    91,435
    
    
    $
    (219,444
    )
    
    $
    83,420Denominator 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
(loss) per share - adjusted weighted
average shares outstanding
    
    
    62,712
    
    
    
    59,048
    
    
    
    60,681Basic earnings (loss) per share from
continuing operations attributable to
Cooper Tire & Rubber Company
    
    $
    1.48
    
    
    $
    (3.72
    )
    
    $
    1.40Diluted earnings (loss) per share
from continuing operations
attributable to Cooper Tire & Rubber
Company
    
    $
    1.46
    
    
    $
    (3.72
    )
    
    $
    1.37
 - 41 -




---



##### 



Derivative financial instruments
    Income taxes
 Products
liability 
  - 42 -




---



##### 



.
 .
     Advertising
expense 
 Stock-based compensation
 Warranties

  - 43 -




---



##### 



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
 - 44 -




---



##### 



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
 - 45 -




---



##### 



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
     - 46 -




---



##### 



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
 - 47 -




---



##### 



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
  - 48 -




---



##### 



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
  - 49 -




---



##### 



Note 8 - Debt
    - 50 -




---



##### 



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
    - 51 -




---



##### 



(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 Derivative(Effective Portion)
    
    
    (Effective Portion)
    
    
    (Ineffective Portion)Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDerivatives Designated as Cash Flow Hedges
    
    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 DerivativesRecognized
    
    Yearin Income on
    
    EndedDerivatives not Designated as Hedging Instruments
    
    Derivatives
    
    Dec. 31, 2009Foreign exchange contracts
    
    Other - net
    
    $
    142Interest swap contracts
    
    Interest expense
    
    
    1,855$
    1,997
  - 52 -




---



##### 



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; andd.
    
    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
    )
 - 53 -




---



##### 



Note 10
- Pensions and Postretirement Benefits Other than Pensions
       - 54 -




---



##### 



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
    )
    
    
    -
    
    
    
    -
      - 55 -




---



##### 



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
  - 56 -




---



##### 



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
    
    
    Accumulated
    
    
    Projected
    
    
    Accumulatedbenefit
    
    
    benefit
    
    
    benefit
    
    
    benefitobligation
    
    
    obligation
    
    
    obligation
    
    
    obligationexceeds plan
    
    
    exceeds plan
    
    
    exceeds plan
    
    
    exceeds planassets
    
    
    assets
    
    
    assets
    
    
    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
    )
 - 57 -




---



##### 



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
   - 58 -




---



##### 



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
  - 59 -




---



##### 



Note
13  Cumulative Other Comprehensive Loss
  2008
    
    
    2009Cumulative currency translation adjustment
    
    $
    17,544
    
    
    $
    21,492Changes 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
    )$
    (450,079
    )
    
    $
    (455,750
    )
 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
   - 60 -




---



##### 



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
  - 61 -




---



##### 



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
   - 62 -




---



##### 



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
    - 63 -




---



##### 



- 64 -




---



##### 



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
  - 65 -




---



##### 



Cates, et al v. Cooper Tire & Rubber Company
   Cooper Chengshan Acquisition
   - 66 -




---



##### 



Employment Contracts
  Unconditional Purchase Orders
  Note 21
- Business Segments
     2007
    
    
    2008
    
    
    2009Consolidated
    
    
    
    
    
    
    Consolidated
    
    
    
    
    
    
    ConsolidatedCustomer
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net SalesTBC/Treadways
    
    $
    415,713
    
    
    
    14
    %
    
    $
    385,495
    
    
    
    13
    %
    
    $
    331,898
    
    
    
    12
    %
 - 67 -




---



##### 



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 continuing operations 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
 - 68 -




---



##### 



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
  - 69 -




---



##### 



Report of Independent Registered Public Accounting Firm
 
        
 - 70 -




---



##### 



SELECTED QUARTERLY DATA
    
    (Unaudited)(Dollar amounts in thousands except per share amounts.)
 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
attributable to Cooper Tire & Rubber Company
    
    
    1,342
    
    
    
    (22,100
    )
    
    
    (55,248
    )
    
    
    (143,438
    )Basic earnings (loss) per share from continuing operations
attributable to Cooper Tire & Rubber Company
    
    
    0.03
    
    
    
    (0.38
    )
    
    
    (0.94
    )
    
    
    (2.43
    )Diluted earnings (loss) per share from continuing operations
attributable to Cooper Tire & Rubber Company
    
    
    0.03
    
    
    
    (0.38
    )
    
    
    (0.94
    )
    
    
    (2.43
    )Revenues 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
attributable to Cooper Tire & Rubber Company
    
    
    (22,923
    )
    
    
    30,763
    
    
    
    57,832
    
    
    
    49,620Basic earnings (loss) per share from continuing operations
attributable to Cooper Tire & Rubber Company
    
    
    (0.35
    )
    
    
    0.41
    
    
    
    0.79
    
    
    
    0.55Diluted earnings (loss) per share from continuing operations
attributable to Cooper Tire & Rubber Company
    
    
    (0.35
    )
    
    
    0.40
    
    
    
    0.77
    
    
    
    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
  - 71 -




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##### 



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 carryforward and changes in judgement 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.
 - 72 -




---



##### 



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
    Internal Control  Integrated
Framework,
 Internal Control 
Integrated Framework
  
 Internal Control  Integrated Framework
   - 73 -




---



##### 



Item 9B. OTHER INFORMATION
  
 PART III
 
 Item 10. DIRECTORS AND CORPORATE GOVERNANCE
  AUDIT COMMITTEE
  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
  CODE OF ETHICS
 http://www.coopertire.com
 
 Item 11. EXECUTIVE COMPENSATION
  - 74 -




---



##### 



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
  Equity Compensation Plan Information
  Number of securitiesremaining availableforNumber of securities
    
    
    
    
    
    
    future issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensationexercise of outstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants and
    
    
    outstanding options,
    
    
    securities reflectedrights
    
    
    warrants and rights
    
    
    in column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by stockholders
    
    
    2,848,060
    
    
    
    $7.98
    
    
    
    2,710,965Equity compensation plans not approved by
stockholders
    
    
    -
    
    
    
    -
    
    
    
    -Total
    
    
    2,848,060
    
    
    
    $7.98
    
    
    
    2,710,965
  
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  - 75 -




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##### 



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   Page(s)ReferenceConsolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009
    
    
    34Consolidated Balance Sheets at December 31, 2008 and 2009
    
    
    35-36Consolidated Statements of Stockholders Equity for the years ended December 31, 2007,
2008 and 2009
    
    
    37Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009
    
    
    38Notes to Consolidated Financial Statements
    
    
    39-69Report of Independent Registered Public Accounting Firm
    
    
    70Selected Quarterly Data (Unaudited)
    
    
    712. Financial Statement ScheduleValuation and qualifying accounts  Allowance for doubtful accounts, tax valuation allowance
and lower of cost or market inventory reserve
    
    
    72
    - 76 -




---



##### 



SIGNATURES
  COOPER TIRE & RUBBER COMPANY/s/ Roy V. ArmesROY V. ARMES, Chairman of the Board,President and Chief Executive Officer March 2, 2010
  Signature
    
    Title
    
    Date/s/ Roy V. Armes

ROY V. ARMES
    
    Chairman of the Board, 

President, Chief Executive 

Officer and Director

(Principal Executive Officer)
    
    March 2, 2010/s/ Bradley E. Hughes

BRADLEY E. HUGHES
    
    Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    March 2, 2010/s/ Robert W. Huber

ROBERT W. HUBER
    
    Director of External Reporting

(Principal Accounting Officer)
    
    March 2, 2010LAURIE J. BREININGER*
    
    Director
    
    January 15, 2010THOMAS P. CAPO*
    
    Director
    
    January 15, 2010STEVEN M. CHAPMAN*
    
    Director
    
    January 15, 2010JOHN J. HOLLAND*
    
    Director
    
    January 15, 2010JOHN F. MEIER*
    
    Director
    
    January 15, 2010JOHN H. SHUEY*
    
    Director
    
    January 15, 2010RICHARD L. WAMBOLD*
    
    Director
    
    January 15, 2010ROBERT D. WELDING*
    
    Director
    
    January 15, 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
 - 77 -




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##### 



EXHIBIT INDEX
  (i)
    
    Certificate of Incorporation, as restated and filed with the Secretary of State
of Delaware on May 17, 1993, is incorporated herein by reference from Exhibit 3(i) of
the Companys Form 10-Q for the quarter ended June 30, 1993Certificate of Correction of Restated Certificate of Incorporation, as filed with the
Secretary of State of Delaware on November 24, 1998, is incorporated by reference from
Exhibit 3(i) of the Companys Form 10-K for the year ended December 31, 1998(ii)
    
    Bylaws, as amended as of February 28, 2007, are incorporated herein by reference
from Exhibit 3.1 to the Companys Form 8-K dated February 28, 2007(4)
    
    (i)
    
    Prospectus Supplement dated March 20, 1997 for the issuance of $200,000,000 notes is
incorporated herein by reference from Form S-3  Registration Statement No. 33-44159(ii)
    
    Prospectus Supplement dated December 8, 1999 for the issuance of an aggregate
$800,000,000 notes is incorporated herein by reference from Form S-3  Registration
Statement No. 333-89149(10)
    
    (i)
    
    Employment Agreement Amended and Restated dated as of December 22, 2008 between Cooper
Tire & Rubber Company and Roy V. Armes is incorporated herein
by reference from Exhibit 10(i) of
the Companys Form 10-K for the year ended
December 31, 2008*(ii)
    
    Description of management contracts, compensatory plans, contracts, or
arrangements will be herein incorporated by reference from the Companys definitive
Proxy Statement for its 2010 Annual Meeting of Stockholders*(iii)
    
    Purchase and Sale Agreement dated as of August 30, 2006, by and among Cooper
Tire & Rubber Company, Oliver Rubber Company and Cooper Receivables LLC is incorporated
herein by reference from Exhibit (10)(1) of the Companys Form 8-K dated August 30, 2006(iv)
    
    Receivables Purchase Agreement dated as of August 30, 2006, by and among Cooper
Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National Association, and the
various purchaser groups from time to time party thereto is incorporated herein by
reference from Exhibit (10)(2) of the Companys Form 8-K dated August 30, 2006(v)
    
    First Amendment to Receivables Purchase Agreement, dated as of November 30, 2006,
by and among Cooper Receivables LLC, Cooper Tire & Rubber Company and PNC Bank, National
Association is incorporated herein by reference from Exhibit (10)(1) of the Companys
Form 8-K dated November 30, 2006(vi)
    
    Second Amendment to Receivable Purchase Agreement, dated as of March 9, 2007, by
and among Cooper Receivables LLC, Cooper Tire & Rubber Company, Market Street Funding
LLC and PNC Bank, National Association is incorporated herein by reference from Exhibit
(10)(1) of the Companys Form 8-K dated March 9, 2007(vii)
    
    First Amendment to Purchase and Sale Agreement, dated as of September 14, 2007,
by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National
Association, and Market Street Funding LLC is incorporated herein by reference from
Exhibit (10)(1) of the Companys Form 8-K dated September 14, 2007(viii)
    
    Amended and Restated Receivables Purchase Agreement, dated as of September 14, 2007,
by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National
Association and Market Street Funding LLC is incorporated herein by reference from
Exhibit (10)(2) of the Companys Form 8-K dated September 14, 2007(ix)
    
    Loan and Security Agreement dated as of November 9, 2007, by and among Cooper
Tire & Rubber Company, Max-Trac Tire Co., Inc., Bank of America, N.A. (as Administrative
Agent and Collateral Agent); PNC Bank, National Association (as Syndication Agent);
Banc of America Securities LLC and PNC Capital Markets LLC (as Joint Book Managers and
Joint Lead Arrangers); National City Business Credit, Inc. and JP Morgan Chase Bank,
N.A. (as Co-Documentation Agents); and Bank of America, N.A.; PNC Bank, National
Association; National City Business Credit, Inc.; Keybank National Association; Fifth
Third Bank; and JP Morgan Chase Bank, N.A. (as Lenders) is incorporated herein by
reference from Exhibit (10)(1) of the Companys Form 8-K dated November 9, 2007(x)
    
    Pledge Agreement, dated as of November 9, 2007, by and among Cooper Tire & Rubber
Company and Bank of America, N.A. is incorporated herein by reference from Exhibit
(10)(2) of the Companys Form 8-K dated November 9, 2007
 - 78 -




---



##### 



(xi)
    
    Intercreditor Agreement, dated as of November 9, 2007, by and among Cooper Tire &
Rubber Company; Cooper Receivables LLC; PNC Bank, National Association (as
Administrator); and Bank of America, N.A. (as Administrative Agent and Collateral Agent)
is incorporated herein by reference from Exhibit (10)(3) of the Companys Form 8-K dated
November 9, 2007(xii)
    
    1991 Stock Option Plan for Non-Employee Directors is incorporated herein by
reference from the Appendix to the Companys Proxy Statement dated March 26, 1991*(xiii)
    
    1998 Incentive Compensation Plan and 1998 Employee Stock Option Plan are incorporated
herein by reference from the Appendix to the Companys Proxy Statement dated March 24,
1998*(xiv)
    
    Amended and Restated 1998 Non-Employee Directors Compensation Deferral Plan
dated as of May 7, 2008 is incorporated herein by reference from
Exhibit 10(xvi) of
the Companys Form 10-K for the year ended
December 31, 2008*(xv)
    
    2001 Incentive Compensation Plan is incorporated herein by reference from the
Appendix A to the Companys Proxy Statement dated March 20, 2001*(xvi)
    
    Executive Deferred Compensation Plan is incorporated herein by reference from
Exhibit (10)(iv) of the Companys Form 10-Q for the quarter ended September 30, 2001*(xvii)
    
    2002 Non-Employee Directors Stock Option Plan is incorporated herein by reference from
Appendix A to the Companys Proxy Statement dated March 27, 2002*(xviii)
    
    2006 Incentive Compensation Plan is incorporated herein by reference from Appendix A
to the Companys Proxy Statement dated March 21, 2006*(xix)
    
    Stock Purchase Agreement dated as of September 16, 2004 by and among Cooper Tire
& Rubber Company, Cooper Tyre & Rubber Company UK Limited and CSA Acquisition Corp. is
incorporated herein by reference from Exhibit (10) of the Companys Form 10-Q for the
quarter ended September 30, 2004(xx)
    
    First Amendment to Stock Purchase Agreement dated as of December 3, 2004 by and
among Cooper Tire & Rubber Company, Cooper Tyre & Rubber Company UK Limited and CSA
Acquisition Corp. is herein incorporated by reference from Exhibit (xxvi) of the
Companys Form 10-K for the year ended December 31, 2004(xxi)
    
    Sino-Foreign Equity Joint Venture Contract for Cooper Chengshan (Shandong)
Passenger Tire Company Ltd. by and among Shandong Chengshan Tire Company Limited by
Shares and Cooper Tire Investment Holding (Barbados) Ltd. and Joy Thrive Investments
Limited is incorporated herein by reference from Exhibit (xxvii) of the Companys Form
10-K for the year ended December 31, 2005(xxii)
    
    Asset Purchase Agreement by and among Shandong Chengshan Tire Company Limited by
Shares and Cooper Chengshan (Shandong) Passenger Tire Company Ltd. and Chengshan Group
Limited is incorporated herein by reference from Exhibit (xxviii) of the Companys Form
10-K for the year ended December 31, 2005(xxiii)
    
    Sino-Foreign Equity Joint Venture Contract for Cooper Chengshan (Shandong) Tire
Company Ltd. by and among Shandong Chengshan Tire Company Limited by Shares and Cooper
Tire Investment Holding (Barbados) Ltd. and Joy Thrive Investments Limited is
incorporated herein by reference from Exhibit (xxix) of the Companys Form 10-K for the
year ended December 31, 2005(xxiv)
    
    Asset Purchase Agreement by and among Shandong Chengshan Tire Company Limited by
Shares and Cooper Chengshan (Shandong) Tire Company Limited and Chengshan Group Company
Limited is incorporated herein by reference from Exhibit (xxx) of the Companys Form
10-K for the year ended December 31, 2005(xxv)

(xxvi)
    
    Share Purchase Agreement by and among Chengshan Group Company Limited and CTB
(Barbados) Investment Co. Ltd. is incorporated herein by reference from Exhibit (xxxii)
of the Companys Form 10-K for the year ended December 31, 2005


Supplementary Agreement by and among Shandong Chengshan Tire Company Limited by
Shares, Cooper Tire Investment Holding (Barbados) Ltd., Joy Thrive Investments Limited,
Chengshan Group Company Limited and CTB (Barbados) Investment Co., Ltd. Is incorporated
herein by reference from Exhibit (xxxviii) of the Companys
Form 10-K for the year ended December 31, 2006
 - 79 -




---



##### 



(13)
    
    
    
    Annual report to security holders(21)
    
    
    
    Subsidiaries of the Registrant(23)
    
    
    
    Consent of Independent Registered Public Accounting Firm(24)
    
    
    
    Power of Attorney(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
 *
    
    Indicates management contracts or compensatory plans or arrangements.
 - 80 -