##### Table of Contents



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
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2010
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________to________
 Commission File Number 001-04329
 
 COOPER TIRE & RUBBER COMPANY
  DELAWARE
(State of incorporation) 

701 Lima Avenue, Findlay, Ohio
(Address of principal executive offices)
    
    34-4297750
(I.R.S. employer
identification no.)

45840
(Zip Code)
   (Title of each class) 
Common Stock, $1 par value per share 
Rights to Purchase Series A Preferred Stock
    
    (Name of each exchange on which registered)
New York Stock Exchange
New York Stock Exchange
  o þ
 o þ
 þ o
 o o
 þ
  þ Large accelerated filer
    
    o Accelerated filer
    

o Non-Accelerated Filer
(Do not check if a small reporting company)
    
    o Smaller Reporting Company
 o þ




---



##### 



PageCover
    
    
    1Table of Contents
    
    
    2Part IItem 1  Business
    
    
    2-5Item 1A  Risk Factors
    
    
    5-10Item 1B  Unresolved Staff Comments
    
    
    10Item 2  Properties
    
    
    10Item 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
    
    
    17-31Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 8  Financial Statements and Supplementary Data
    
    
    33-69Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    70Item 9A  Controls and Procedures
    
    
    70Item 9B  Other Information
    
    
    71Part IIIItem 10  Directors and Corporate Governance
    
    
    71Item 11  Executive Compensation
    
    
    72Item 12  Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    72Item 13  Certain Relationships and Related Transactions, and Director Independence
    
    
    72Item 14   Principal Accountant Fees and Services
    
    
    72Part IVItem 15  Exhibits and Financial Statement Schedules
    
    
    73Signatures
    
    
    74Exhibit Index
    
    
    75-77EX-10.XIEX-13EX-21EX-23EX-24EX-31.1EX-31.2EX-32
  
 PART I
 
 Item 1. BUSINESS
    - 2 -




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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 -




---



##### Table of Contents



Pricing volatility for raw materials and an inadequate supply of key 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 U.S.
  - 6 -




---



##### Table of Contents



The Companys results could be impacted by tariffs imposed by the U.S. or other governments on
imported tires.
  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.
   The Company is facing risks relating to enactment of healthcare legislation .
 Patient Protection and Affordable Care Act Healthcare and Education
Reconciliation Act
 Compliance with 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 -




---



##### Table of Contents



If the Company is unable to attract and retain key personnel, its business could be materially
adversely affected.
  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.
  
  - 8 -




---



##### Table of Contents



The Company may not be able to protect its intellectual property rights adequately.
  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;
    
    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.
  The realizability of deferred tax assets may affect the Companys profitability and cash flows.
  The impact of proposed new accounting standards may have a negative impact on the Companys
financial statements.
  - 9 -




---



##### Table of Contents



There are risks associated with the Companys global strategy of using joint ventures and partially
owned subsidiaries.
    
 Item 1B. UNRESOLVED STAFF COMMENTS
  
 Item 2. PROPERTIES
  North American Tire Operations
    
    
    International Tire OperationsType of Facility
    
    United States
    
    
    Mexico
    
    
    Europe
    
    
    Asia
    
    
    TotalManufacturing
    
    
    4
    
    
    
    
    *
    
    
    1
    
    
    
    2
    **
    
    
    7Distribution
    
    
    12
    
    
    
    1
    
    
    
    6
    
    
    
    19
    
    
    
    38Retail Stores
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Technical centers
and offices
    
    
    6
    
    
    
    1
    
    
    
    7
    
    
    
    5
    
    
    
    19Total
    
    
    25
    
    
    
    2
    
    
    
    14
    
    
    
    26
    
    
    
    67
 
 *
    
    The Company has a minority interest in a tire manufacturing operation in Mexico.**
    
    The manufacturing facilities are joint ventures in the PRC.  - 10 -




---



##### Table of Contents



Item 3. LEGAL PROCEEDINGS
  Cates, et al. v. Cooper Tire & Rubber Company Johnson, et al. v. Cooper Tire &
Rubber Company
   
 Item 4. RESERVED
 - 11 -




---



##### Table of Contents



EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Executive Office Held
    
    Business ExperienceRoy V. Armes
    
    
    58
    
    
    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
    
    
    59
    
    
    Senior Vice President and 
Chief
Human Resources Officer
    
    Senior 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
    
    
    48
    
    
    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
    
    
    69
    
    
    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
    
    
    58
    
    
    Vice President and
President
International Tire Operations
    
    Vice President since March 2002.
 - 12 -




---



##### Table of Contents



PART II
 
 Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 (a)
    
    Market information
 Cooper Tire & Rubber Company common stock is traded on the New York Stock Exchange under the
symbol CTB. The following table sets forth, for the periods indicated, the high and low
sales prices of the common stock as reported in the consolidated reporting system for the New
York Stock Exchange Composite Transactions:
 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
 Year Ended December 31, 2010
    
    High
    
    
    LowFirst Quarter
    
    $
    21.47
    
    
    $
    16.16Second Quarter
    
    
    22.40
    
    
    
    17.26Third Quarter
    
    
    23.21
    
    
    
    16.05Fourth Quarter
    
    
    24.99
    
    
    
    18.72
 Five-Year Stockholder Return Comparison
   - 13 -




---



##### Table of Contents



Total Return To Shareholders
(Includes reinvestment of dividends)
 ANNUAL RETURN PERCENTAGEYears EndingCompany / Index
    
    Dec06
    
    
    Dec07
    
    
    Dec08
    
    
    Dec09
    
    
    Dec10Cooper Tire & Rubber Company
    
    
    -3.33
    
    
    
    18.42
    
    
    
    -60.98
    
    
    
    241.72
    
    
    
    20.34S&P 500 Index
    
    
    15.79
    
    
    
    5.49
    
    
    
    -37.00
    
    
    
    26.46
    
    
    
    15.06S&P 500 Auto Parts & Equipment
    
    
    12.37
    
    
    
    27.49
    
    
    
    -48.66
    
    
    
    54.68
    
    
    
    42.78
 INDEXED RETURNSBase
    
    
    Years EndingPeriodCompany / Index
    
    Dec05
    
    
    Dec06
    
    
    Dec07
    
    
    Dec08
    
    
    Dec09
    
    
    Dec10Cooper Tire & Rubber Company
    
    
    100
    
    
    
    96.67
    
    
    
    114.48
    
    
    
    44.67
    
    
    
    152.66
    
    
    
    183.71S&P 500 Index
    
    
    100
    
    
    
    115.79
    
    
    
    122.16
    
    
    
    76.96
    
    
    
    97.33
    
    
    
    111.99S&P 500 Auto Parts & Equipment
    
    
    100
    
    
    
    112.37
    
    
    
    143.26
    
    
    
    73.55
    
    
    
    113.76
    
    
    
    162.43
 
 - 14 -




---



##### Table of Contents



(b)
    
    Holders
 The number of holders of record at December 31, 2010 was 2,631.
 (c)
    
    Dividends
 The Company has paid consecutive quarterly dividends on its common stock since 1973. Future
dividends will depend upon the Companys earnings, financial condition and other factors.
Additional information on the Companys liquidity and capital resources can be found in
Managements Discussion and Analysis of Financial Condition and Results of Operations. The
Companys retained earnings are available for the payment of cash dividends and the purchases
of the Companys shares. Quarterly dividends per common share for the most recent two years
are as follows:
 2009
    
    
    
    
    
    
    2010March 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 securities
 There were no repurchases of Company stock during the fourth quarter of the year ended
December 31, 2010.
 - 15 -




---



##### Table of Contents



Item 6. SELECTED FINANCIAL DATA
   Income (loss) from
    
    
    Earnings (Loss) Per ShareContinuing Operations
    
    
    from Continuing OperationsIncome (loss)
    
    
    available to
    
    
    available tofrom Continuing
    
    
    Cooper Tire &
    
    
    Cooper Tire & Rubber CompanyNet
    
    
    Operating
    
    
    Operations Before
    
    
    Rubber Company
    
    
    common stockholdersSales
    
    
    Profit (Loss)
    
    
    Income taxes
    
    
    common stockholders
    
    
    Basic
    
    
    Diluted2006
    
    $
    2,575,218
    
    
    $
    (45,252
    )
    
    $
    (75,995
    )
    
    $
    (74,320
    )
    
    $
    (1.21
    )
    
    $
    (1.21
    )2007
    
    
    2,932,575
    
    
    
    134,392
    
    
    
    116,030
    
    
    
    91,435
    
    
    
    1.48
    
    
    
    1.462008
    
    
    2,881,811
    
    
    
    (216,633
    )
    
    
    (257,775
    )
    
    
    (229,383
    )
    
    
    (3.88
    )
    
    
    (3.88
    )2009
    
    
    2,778,990
    
    
    
    156,269
    
    
    
    115,523
    
    
    
    93,359
    
    
    
    1.57
    
    
    
    1.542010
    
    
    3,360,984
    
    
    
    188,374
    
    
    
    159,826
    
    
    
    116,331
    
    
    
    1.90
    
    
    
    1.86
 RedeemableNoncontrolling
    
    
    
    
    
    
    
    
    
    
    Net Property,Stockholders
    
    
    Shareholders
    
    
    Long-term
    
    
    Total
    
    
    Plant &Equity
    
    
    Interests
    
    
    Debt
    
    
    Assets
    
    
    Equipment2006
    
    $
    666,244
    
    
    $
    44,956
    
    
    $
    513,213
    
    
    $
    2,237,136
    
    
    $
    971,0722007
    
    
    826,262
    
    
    
    56,686
    
    
    
    464,608
    
    
    
    2,298,490
    
    
    
    992,2152008
    
    
    318,246
    
    
    
    62,720
    
    
    
    325,749
    
    
    
    2,042,896
    
    
    
    901,2742009
    
    
    380,524
    
    
    
    83,528
    
    
    
    330,971
    
    
    
    2,100,340
    
    
    
    850,9712010
    
    
    523,050
    
    
    
    71,442
    
    
    
    320,724
    
    
    
    2,305,537
    
    
    
    852,442
 AverageCapital
    
    
    
    
    
    
    Dividends
    
    
    Common Shares
    
    
    Number ofExpenditures
    
    
    Depreciation
    
    
    Per Share
    
    
    (000s)
    
    
    Employees2006
    
    $
    186,190
    
    
    $
    127,693
    
    
    $
    0.42
    
    
    
    61,338
    
    
    
    13,3612007
    
    
    140,972
    
    
    
    131,007
    
    
    
    0.42
    
    
    
    61,938
    
    
    
    13,3552008
    
    
    128,773
    
    
    
    138,805
    
    
    
    0.42
    
    
    
    59,048
    
    
    
    13,3112009
    
    
    79,333
    
    
    
    121,483
    
    
    
    0.42
    
    
    
    59,439
    
    
    
    12,5682010
    
    
    119,738
    
    
    
    121,785
    
    
    
    0.42
    
    
    
    61,299
    
    
    
    12,898
   - 16 -




---



##### Table of Contents



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




---



##### Table of Contents



Consolidated Results of Continuing Operations
 %
    
    
    
    
    
    
    %(Dollar amounts in millions except per share amounts)
    
    2008
    
    
    Change
    
    
    2009
    
    
    Change
    
    
    2010Revenues:North American Tire
    
    $
    2,142.1
    
    
    
    -6.3
    %
    
    $
    2,006.2
    
    
    
    20.8
    %
    
    $
    2,423.8International Tire
    
    
    975.0
    
    
    
    1.9
    %
    
    
    993.8
    
    
    
    28.0
    %
    
    
    1,272.2Eliminations
    
    
    (235.3
    )
    
    
    -6.1
    %
    
    
    (221.0
    )
    
    
    51.6
    %
    
    
    (335.0
    )Net sales
    
    $
    2,881.8
    
    
    
    -3.6
    %
    
    $
    2,779.0
    
    
    
    20.9
    %
    
    $
    3,361.0Operating profit (loss):North American Tire
    
    $
    (174.1
    )
    
    
    n/m
    
    
    $
    111.0
    
    
    
    17.7
    %
    
    $
    130.7International Tire
    
    
    (30.1
    )
    
    
    n/m
    
    
    
    72.8
    
    
    
    12.8
    %
    
    
    82.1Eliminations
    
    
    (1.3
    )
    
    
    n/m
    
    
    
    (1.6
    )
    
    
    -81.3
    %
    
    
    (0.3
    )Unallocated corporate charges
    
    
    (11.1
    )
    
    
    133.3
    %
    
    
    (25.9
    )
    
    
    -6.9
    %
    
    
    (24.1
    )Operating profit (loss)
    
    
    (216.6
    )
    
    
    n/m
    
    
    
    156.3
    
    
    
    20.5
    %
    
    
    188.4Interest expense
    
    
    50.5
    
    
    
    -6.5
    %
    
    
    47.2
    
    
    
    -22.5
    %
    
    
    36.6Interest income
    
    
    (12.9
    )
    
    
    -59.7
    %
    
    
    (5.2
    )
    
    
    0.0
    %
    
    
    (5.2
    )Other  net
    
    
    3.6
    
    
    
    n/m
    
    
    
    (1.2
    )
    
    
    n/m
    
    
    
    (2.8
    )Income (loss) from continuing operations
before income taxes
    
    
    (257.8
    )
    
    
    n/m
    
    
    
    115.5
    
    
    
    38.4
    %
    
    
    159.8Provision (benefit) for income taxes
    
    
    (30.3
    )
    
    
    n/m
    
    
    
    0.2
    
    
    
    n/m
    
    
    
    20.1Income (loss) from continuing operations
    
    
    (227.5
    )
    
    
    n/m
    
    
    
    115.3
    
    
    
    21.2
    %
    
    
    139.7Noncontrolling shareholders interests
    
    
    8.1
    
    
    
    n/m
    
    
    
    (31.9
    )
    
    
    -26.6
    %
    
    
    (23.4
    )Income (loss) from continuing operations
attributable to Cooper Tire & Rubber Company
    
    $
    (219.4
    )
    
    
    n/m
    
    
    $
    83.4
    
    
    
    39.4
    %
    
    $
    116.3Basic earnings (loss) per share
    
    $
    (3.88
    )
    
    
    
    
    
    $
    1.57
    
    
    
    
    
    
    $
    1.90Diluted earnings (loss) per share
    
    $
    (3.88
    )
    
    
    
    
    
    $
    1.54
    
    
    
    
    
    
    $
    1.86
 - 18 -




---



##### Table of Contents



2010 versus 2009
         Cates
   - 19 -




---



##### Table of Contents



2009 versus 2008
      - 20 -




---



##### Table of Contents



Restructuring
        - 21 -




---



##### Table of Contents



North American Tire Operations Segment
 Change
    
    
    
    
    
    
    Change(Dollar amounts in millions)
    
    2008
    
    
    %
    
    
    2009
    
    
    %
    
    
    2010Sales
    
    $
    2,142.1
    
    
    
    -6.3
    %
    
    $
    2,006.2
    
    
    
    20.8
    %
    
    $
    2,423.8Operating profit (loss)
    
    $
    (174.1
    )
    
    
    n/m
    
    
    $
    111.0
    
    
    
    17.7
    %
    
    $
    130.7Operating margin
    
    
    -8.1
    %
    
    13.6 points
    
    
    5.5
    %
    
    (.1) point
    
    
    5.4
    %United States unit shipments changes:Passenger tiresSegment
    
    
    
    
    
    
    -4.2
    %
    
    
    
    
    
    
    9.4
    %RMA members
    
    
    
    
    
    
    -3.4
    %
    
    
    
    
    
    
    5.2
    %Total Industry
    
    
    
    
    
    
    -2.2
    %
    
    
    
    
    
    
    5.9
    %Light truck tiresSegment
    
    
    
    
    
    
    -13.6
    %
    
    
    
    
    
    
    7.1
    %RMA members
    
    
    
    
    
    
    -5.2
    %
    
    
    
    
    
    
    7.5
    %Total Industry
    
    
    
    
    
    
    -6.5
    %
    
    
    
    
    
    
    4.8
    %Total light vehicle tiresSegment
    
    
    
    
    
    
    -6.0
    %
    
    
    
    
    
    
    9.0
    %RMA members
    
    
    
    
    
    
    -3.6
    %
    
    
    
    
    
    
    5.5
    %Total Industry
    
    
    
    
    
    
    -2.8
    %
    
    
    
    
    
    
    5.7
    %Total segment unit sales changes
    
    
    
    
    
    
    -5.2
    %
    
    
    
    
    
    
    7.4
    %
 Overview
  2010 versus 2009
   - 22 -




---



##### Table of Contents



2009 versus 2008
     - 23 -




---



##### Table of Contents



International Tire Operations Segment
 Change
    
    
    
    
    
    
    Change(Dollar amounts in millions)
    
    2008
    
    
    %
    
    
    2009
    
    
    %
    
    
    2010Sales
    
    $
    975.0
    
    
    
    1.9
    %
    
    $
    993.8
    
    
    
    28.0
    %
    
    $
    1,272.2Operating profit (loss)
    
    $
    (30.1
    )
    
    
    n/m
    
    
    $
    72.8
    
    
    
    12.8
    %
    
    $
    82.1Operating margin
    
    
    -3.1
    %
    
    10.4 points
    
    
    7.3
    %
    
    (.8) points
    
    
    6.5
    %Unit sales change
    
    
    
    
    
    
    8.7
    %
    
    
    
    
    
    
    13.8
    %
 Overview
  2010 versus 2009
   2009 versus 2008
   - 24 -




---



##### Table of Contents



Discontinued Operations
   2008
    
    
    2009
    
    
    2010Income (loss) related to former
automotive operations, net of tax
    
    $
    0.3
    
    
    $
    (31.4
    )
    
    $
    24.1Income (loss) from Oliver Rubber
subsidiary, net of tax
    
    
    (0.2
    )
    
    
    (0.3
    )
    
    
    $
    0.1
    
    
    $
    (31.7
    )
    
    $
    24.1
 Outlook for the Company
     - 25 -




---



##### Table of Contents



Liquidity and Capital Resources
 Generation and uses of cash 
     Available credit facilities
   Available
cash and contractual commitments
 - 26 -




---



##### Table of Contents



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
    
    $
    316,128
    
    
    $
    5,285
    
    
    $
    20,385
    
    
    $
    
    
    
    $
    290,458Capital lease obligations and other
    
    
    10,481
    
    
    
    600
    
    
    
    1,200
    
    
    
    1,200
    
    
    
    7,481Interest on debt and capital lease obligations
    
    
    274,243
    
    
    
    24,433
    
    
    
    46,591
    
    
    
    46,257
    
    
    
    156,962Operating leases
    
    
    97,053
    
    
    
    27,688
    
    
    
    23,916
    
    
    
    16,775
    
    
    
    28,674Notes payable (b)
    
    
    146,947
    
    
    
    146,947
    
    
    
    
    
    
    
    
    
    
    
    Unconditional purchase (a)
    
    
    169,481
    
    
    
    169,481
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits other than pensions (c)
    
    
    275,348
    
    
    
    17,670
    
    
    
    36,631
    
    
    
    37,260
    
    
    
    183,787Other long-term liabilities (d)
    
    
    438,404
    
    
    
    212
    
    
    
    53,900
    
    
    
    41,788
    
    
    
    342,504Total contractual cash obligations
    
    $
    1,728,085
    
    
    $
    392,316
    
    
    $
    182,623
    
    
    $
    143,280
    
    
    $
    1,009,866
 
 (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)
    
    Pension liability, products liability, nonqualified benefit plans, warranty reserve
and other non-current liabilities. Credit agency ratings
 New Accounting Standards
  Critical Accounting Policies
  - 27 -




---



##### Table of Contents



Products liability
     .
 - 28 -




---



##### Table of Contents



Income Taxes
    - 29 -




---



##### Table of Contents



Accounting for Uncertainty in Income
Taxes
 Impairment of long-lived assets
    Pension and postretirement benefits
   - 30 -




---



##### Table of Contents



- 31 -




---



##### Table of Contents



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      - 32 -




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 2008
    
    
    2009
    
    
    2010Net sales
    
    $
    2,881,811
    
    
    $
    2,778,990
    
    
    $
    3,360,984Cost of products sold
    
    
    2,805,638
    
    
    
    2,359,963
    
    
    
    2,940,283Gross profit
    
    
    76,173
    
    
    
    419,027
    
    
    
    420,701Selling, general and administrative
    
    
    185,064
    
    
    
    206,990
    
    
    
    211,678Impairment of goodwill and indefinite-lived intangible asset
    
    
    31,340
    
    
    
    
    
    
    
    Restructuring
    
    
    76,402
    
    
    
    48,718
    
    
    
    20,649Settlement of retiree medical case
    
    
    
    
    
    
    7,050
    
    
    
    Operating profit (loss)
    
    
    (216,633
    )
    
    
    156,269
    
    
    
    188,374Interest expense
    
    
    50,525
    
    
    
    47,211
    
    
    
    36,647Interest income
    
    
    (12,887
    )
    
    
    (5,193
    )
    
    
    (5,265
    )Other  net
    
    
    3,504
    
    
    
    (1,272
    )
    
    
    (2,834
    )Income (loss) from continuing operations before income taxes
    
    
    (257,775
    )
    
    
    115,523
    
    
    
    159,826Provision (benefit) for income taxes
    
    
    (30,274
    )
    
    
    231
    
    
    
    20,057Income (loss) from continuing operations
    
    
    (227,501
    )
    
    
    115,292
    
    
    
    139,769Income (loss) from discontinued operations, net of income taxes
    
    
    64
    
    
    
    (31,653
    )
    
    
    24,118Net income (loss)
    
    
    (227,437
    )
    
    
    83,639
    
    
    
    163,887Net income (loss) attributable to
noncontrolling shareholders interests
    
    
    (8,057
    )
    
    
    31,872
    
    
    
    23,438Net income (loss) attributable to Cooper Tire & Rubber Company
    
    $
    (219,380
    )
    
    $
    51,767
    
    
    $
    140,449Basic earnings (loss) per share:Income (loss) from continuing operations available to
Cooper Tire & Rubber Company common stockholders
    
    $
    (3.88
    )
    
    $
    1.57
    
    
    $
    1.90Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.53
    )
    
    
    0.39Net income (loss) available to Cooper Tire & Rubber Company
common stockholders
    
    $
    (3.88
    )
    
    $
    1.04
    
    
    $
    2.29Diluted earnings (loss) per share:Income (loss) from continuing operations available to
Cooper Tire & Rubber Company common stockholders
    
    $
    (3.88
    )
    
    $
    1.54
    
    
    $
    1.86Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.52
    )
    
    
    0.38Net income (loss) available to Cooper Tire & Rubber Company
common stockholders
    
    $
    (3.88
    )
    
    $
    1.02
    
    
    $
    2.24
  - 33 -




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 
 2009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    426,981
    
    
    $
    413,359Notes receivable
    
    
    42,599
    
    
    
    69,547Accounts receivable, less allowances
of $10,928 in 2009 and $10,811 in 2010
    
    
    324,424
    
    
    
    414,149Inventories at lower of cost or market:Finished goods
    
    
    188,323
    
    
    
    240,107Work in process
    
    
    22,090
    
    
    
    26,735Raw materials and supplies
    
    
    88,022
    
    
    
    119,985298,435
    
    
    
    386,827Other current assets
    
    
    39,392
    
    
    
    56,357Total current assets
    
    
    1,131,831
    
    
    
    1,340,239Property, plant and equipment:Land and land improvements
    
    
    33,321
    
    
    
    34,355Buildings
    
    
    320,021
    
    
    
    320,997Machinery and equipment
    
    
    1,587,306
    
    
    
    1,636,700Molds, cores and rings
    
    
    246,395
    
    
    
    232,1532,187,043
    
    
    
    2,224,205Less accumulated depreciation and amortization
    
    
    1,336,072
    
    
    
    1,371,763Net property, plant and equipment
    
    
    850,971
    
    
    
    852,442Intangibles, net of accumulated amortization of $23,165
in 2009 and $24,455 in 2010
    
    
    18,546
    
    
    
    17,256Restricted cash
    
    
    2,219
    
    
    
    2,274Other assets
    
    
    96,773
    
    
    
    93,326Total assets (1)
    
    $
    2,100,340
    
    
    $
    2,305,537
 
 (1)
    
    Assets of consolidated variable interest entities (VIEs) were $204,995 and $204,535 at
December 31, 2009 and December 31, 2010, respectively. The assets (principally Property, plant and
equipment) of the VIEs can only be used to settle obligations of those VIEs.  - 34 -




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 
 2009
    
    
    2010LIABILITIES AND EQUITYCurrent liabilities:Notes payable
    
    $
    156,719
    
    
    $
    146,947Accounts payable
    
    
    300,448
    
    
    
    384,464Accrued liabilities
    
    
    158,643
    
    
    
    152,364Income taxes
    
    
    3,955
    
    
    
    4,601Liabilities related to the sale of automotive operations
    
    
    1,061
    
    
    
    Current portion of long-term debt
    
    
    15,515
    
    
    
    5,885Total current liabilities
    
    
    636,341
    
    
    
    694,261Long-term debt
    
    
    330,971
    
    
    
    320,724Postretirement benefits other than pensions
    
    
    244,905
    
    
    
    257,657Pension benefits
    
    
    272,050
    
    
    
    258,321Other long-term liabilities
    
    
    145,978
    
    
    
    180,082Long-term liabilities related to the sale of automotive operations
    
    
    6,043
    
    
    
    Redeemable noncontrolling shareholders interests
    
    
    83,528
    
    
    
    71,442Equity:Preferred stock, $1 par value; 5,000,000 shares
authorized; none issued
    
    
    
    
    
    
    Common stock, $1 par value; 300,000,000 shares authorized;
87,850,292 shares issued in 2009 and in 2010
    
    
    87,850
    
    
    
    87,850Capital in excess of par value
    
    
    70,645
    
    
    
    61,444Retained earnings
    
    
    1,133,133
    
    
    
    1,247,265Cumulative other comprehensive loss
    
    
    (470,272
    )
    
    
    (468,063
    )821,356
    
    
    
    928,496Less: common shares in treasury at cost
(27,327,646 in 2009 and 26,205,336 in 2010)
    
    
    (490,548
    )
    
    
    (467,707
    )Total parent stockholders equity
    
    
    330,808
    
    
    
    460,789Noncontrolling shareholders interests in consolidated subsidiaries
    
    
    49,716
    
    
    
    62,261Total equity
    
    
    380,524
    
    
    
    523,050Total liabilities and equity (1)
    
    $
    2,100,340
    
    
    $
    2,305,537
 
 (1)
    
    Liabilities (principally Notes payable) of consolidated VIEs were $105,806 and $80,414 at
December 31, 2009 and December 31, 2010, respectively, and represent claims against the specific
assets of the VIEs.  - 35 -




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF EQUITY
  Total EquityNoncontrollingRedeemable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    
    
    
    
    Total
    
    
    ShareholdersNoncontrolling
    
    
    Common
    
    
    Capital In
    
    
    
    
    
    
    Other
    
    
    Common
    
    
    Parent
    
    
    Interests inShareholders
    
    
    Stock
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares in
    
    
    Stockholders
    
    
    ConsolidatedInterests
    
    
    $1 Par Value
    
    
    Par Value
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Treasury
    
    
    Equity
    
    
    Subsidiaries
    
    
    TotalBalance at January 1, 2008
    
    $
    56,686
    
    
    $
    86,323
    
    
    $
    40,676
    
    
    $
    1,350,527
    
    
    $
    (213,414
    )
    
    $
    (479,558
    )
    
    $
    784,554
    
    
    $
    41,708
    
    
    $
    826,262Net (loss)
    
    
    (7,584
    )
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    
    
    
    
    
    
    
    
    (219,380
    )
    
    
    (473
    )
    
    
    (219,853
    )Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $1,306
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (234,455
    )
    
    
    
    
    
    
    (234,455
    )
    
    
    
    
    
    
    (234,455
    )Currency translation
adjustment
    
    
    3,679
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,961
    )
    
    
    
    
    
    
    (23,961
    )
    
    
    2,932
    
    
    
    (21,029
    )Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $103 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,403
    
    
    
    
    
    
    
    7,403
    
    
    
    
    
    
    
    7,403Comprehensive income (loss)
    
    
    (3,905
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470,393
    )
    
    
    2,459
    
    
    
    (467,934
    )Transactions between Cooper Tire &
Rubber Company and noncontrolling
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,250
    
    
    
    4,250Accretion of redeemable noncontrolling
shareholders interests
    
    
    9,939
    
    
    
    
    
    
    
    
    
    
    
    (9,939
    )
    
    
    
    
    
    
    
    
    
    
    (9,939
    )
    
    
    
    
    
    
    (9,939
    )Purchase of 803,300 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,853
    )
    
    
    (13,853
    )
    
    
    
    
    
    
    (13,853
    )Stock compensation plans, including
tax benefit of $26
    
    
    
    
    
    
    
    
    
    
    3,088
    
    
    
    (30
    )
    
    
    
    
    
    
    1,175
    
    
    
    4,233
    
    
    
    
    
    
    
    4,233Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,773
    )
    
    
    
    
    
    
    
    
    
    
    (24,773
    )
    
    
    
    
    
    
    (24,773
    )Balance at December 31, 2008
    
    
    62,720
    
    
    
    86,323
    
    
    
    43,764
    
    
    
    1,096,405
    
    
    
    (464,427
    )
    
    
    (492,236
    )
    
    
    269,829
    
    
    
    48,417
    
    
    
    328,185Net income
    
    
    30,539
    
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    
    
    
    
    
    
    
    
    51,767
    
    
    
    1,333
    
    
    
    53,100Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $17,337
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,801
    )
    
    
    
    
    
    
    (4,801
    )
    
    
    
    
    
    
    (4,801
    )Currency translation
adjustment
    
    
    208
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,774
    
    
    
    
    
    
    
    3,774
    
    
    
    (34
    )
    
    
    3,740Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $2,397 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,818
    )
    
    
    
    
    
    
    (4,818
    )
    
    
    
    
    
    
    (4,818
    )Comprehensive income
    
    
    30,747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,922
    
    
    
    1,299
    
    
    
    47,221Accretion of redeemable noncontrolling
shareholders interests
    
    
    (9,939
    )
    
    
    
    
    
    
    
    
    
    
    9,939
    
    
    
    
    
    
    
    
    
    
    
    9,939
    
    
    
    
    
    
    
    9,939Issuance of 1,527,778 shares of stock
    
    
    
    
    
    
    1,527
    
    
    
    20,473
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    22,000Stock compensation plans, including
tax benefit of $1,944
    
    
    
    
    
    
    
    
    
    
    6,408
    
    
    
    (52
    )
    
    
    
    
    
    
    1,688
    
    
    
    8,044
    
    
    
    
    
    
    
    8,044Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,926
    )
    
    
    
    
    
    
    
    
    
    
    (24,926
    )
    
    
    
    
    
    
    (24,926
    )Balance at December 31, 2009
    
    
    83,528
    
    
    
    87,850
    
    
    
    70,645
    
    
    
    1,133,133
    
    
    
    (470,272
    )
    
    
    (490,548
    )
    
    
    330,808
    
    
    
    49,716
    
    
    
    380,524Net income
    
    
    19,376
    
    
    
    
    
    
    
    
    
    
    
    140,449
    
    
    
    
    
    
    
    
    
    
    
    140,449
    
    
    
    4,062
    
    
    
    144,511Other comprehensive income (loss):Unrecognized postretirement
benefits, net of $1,488
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,949
    )
    
    
    
    
    
    
    (2,949
    )
    
    
    
    
    
    
    (2,949
    )Currency translation
adjustment
    
    
    (521
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,978
    
    
    
    
    
    
    
    5,978
    
    
    
    1,733
    
    
    
    7,711Change in the fair value of
derivatives and unrealized
gain on marketable securities,
net of $206 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (820
    )
    
    
    
    
    
    
    (820
    )
    
    
    
    
    
    
    (820
    )Comprehensive income
    
    
    18,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,658
    
    
    
    5,795
    
    
    
    148,453Dividends payable to
noncontrolling shareholder
    
    
    (11,637
    )Contribution of
noncontrolling shareholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,750
    
    
    
    6,750Acquisition of noncontrolling
shareholders interests
    
    
    (19,304
    )
    
    
    
    
    
    
    1,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,384
    
    
    
    
    
    
    
    1,384Stock compensation plans, including
tax benefit of $3,294
    
    
    
    
    
    
    
    
    
    
    (10,585
    )
    
    
    (547
    )
    
    
    
    
    
    
    22,841
    
    
    
    11,709
    
    
    
    
    
    
    
    11,709Cash dividends  $.42 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,770
    )
    
    
    
    
    
    
    
    
    
    
    (25,770
    )
    
    
    
    
    
    
    (25,770
    )Balance at December 31, 2010
    
    $
    71,442
    
    
    $
    87,850
    
    
    $
    61,444
    
    
    $
    1,247,265
    
    
    $
    (468,063
    )
    
    $
    (467,707
    )
    
    $
    460,789
    
    
    $
    62,261
    
    
    $
    523,050
  - 36 -




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2008
    
    
    2009
    
    
    2010Operating activities:Net income/(loss)
    
    $
    (227,437
    )
    
    $
    83,639
    
    
    $
    163,887Adjustments to reconcile net income/(loss) to net cash
provided by (used in) continuing operations:Loss (income) from discontinued operations, net of income taxes
    
    
    (64
    )
    
    
    31,653
    
    
    
    (24,118
    )Depreciation
    
    
    138,805
    
    
    
    121,483
    
    
    
    121,785Amortization
    
    
    3,954
    
    
    
    2,028
    
    
    
    1,936Deferred income taxes
    
    
    (3,327
    )
    
    
    (6,950
    )
    
    
    (1,153
    )Stock based compensation
    
    
    3,924
    
    
    
    5,419
    
    
    
    6,845Net impact of inventory write-down and change in LIFO reserve
    
    
    92,283
    
    
    
    (94,790
    )
    
    
    64,116Amortization of unrecognized postretirement benefits
    
    
    12,963
    
    
    
    32,903
    
    
    
    32,522Loss on sale of assets
    
    
    4,199
    
    
    
    874
    
    
    
    2,797Debt extinguishment costs
    
    
    593
    
    
    
    
    
    
    
    Restructuring asset write-down
    
    
    75,557
    
    
    
    900
    
    
    
    1,845Impairment of goodwill and indefinite-lived intangible asset
    
    
    31,340
    
    
    
    
    
    
    
    Changes in operating assets and liabilities of
continuing operations:Accounts and notes receivable
    
    
    20,149
    
    
    
    (42,544
    )
    
    
    (113,197
    )Inventories
    
    
    (217,557
    )
    
    
    221,109
    
    
    
    (148,785
    )Other current assets
    
    
    (34,600
    )
    
    
    26,769
    
    
    
    (13,906
    )Accounts payable
    
    
    (46,906
    )
    
    
    49,548
    
    
    
    78,477Accrued liabilities
    
    
    (8,518
    )
    
    
    32,658
    
    
    
    (11,491
    )Other items
    
    
    (10,350
    )
    
    
    13,647
    
    
    
    (3,883
    )Net cash provided by (used in) continuing operations
    
    
    (164,992
    )
    
    
    478,346
    
    
    
    157,677Net cash provided by (used in) discontinued operations
    
    
    (2,225
    )
    
    
    (33,777
    )
    
    
    17,014Net cash provided by (used in) operating activities
    
    
    (167,217
    )
    
    
    444,569
    
    
    
    174,691Investing activities:Property, plant and equipment
    
    
    (128,773
    )
    
    
    (79,333
    )
    
    
    (119,738
    )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
    
    
    
    
    
    
    
    Investment in unconsolidated subsidiary
    
    
    (29,194
    )
    
    
    (659
    )
    
    
    Acquisition of businesses, net of cash acquired
    
    
    (5,956
    )
    
    
    
    
    
    
    Proceeds from the sale of assets
    
    
    6,408
    
    
    
    1,535
    
    
    
    2,498Net cash used in continuing operations
    
    
    (800
    )
    
    
    (78,457
    )
    
    
    (117,240
    )Financing activities:Payments on long-term debt of parent company
    
    
    (14,300
    )
    
    
    (96,913
    )
    
    
    Premium paid on debt repurchases
    
    
    (552
    )
    
    
    
    
    
    
    Net borrowings (repayments) on debt
in partially owned subsidiaries
    
    
    108,818
    
    
    
    (63,111
    )
    
    
    (32,726
    )Contributions of joint venture partner
    
    
    4,250
    
    
    
    
    
    
    
    6,750Acquisition of noncontrolling shareholder interest
    
    
    
    
    
    
    
    
    
    
    (17,920
    )Purchase of treasury shares
    
    
    (13,853
    )
    
    
    
    
    
    
    Payment of dividends to noncontrolling shareholders
    
    
    
    
    
    
    
    
    
    
    (11,637
    )Payment of dividends
    
    
    (24,773
    )
    
    
    (24,926
    )
    
    
    (25,770
    )Issuance of common shares and excess
tax benefits on options
    
    
    309
    
    
    
    2,301
    
    
    
    10,308Net cash provided by (used in) financing activities
    
    
    59,899
    
    
    
    (182,649
    )
    
    
    (70,995
    )Effects of exchange rate changes on cash of
continuing operations
    
    
    9,843
    
    
    
    (4,154
    )
    
    
    (78
    )Changes in cash and cash equivalents
    
    
    (98,275
    )
    
    
    179,309
    
    
    
    (13,622
    )Cash and cash equivalents at beginning of year
    
    
    345,947
    
    
    
    247,672
    
    
    
    426,981Cash and cash equivalents at end of year
    
    $
    247,672
    
    
    $
    426,981
    
    
    $
    413,359
  - 37 -




---



##### Table of Contents



Notes to Consolidated Financial Statements
  Note 1  Significant Accounting Policies
 Principles of consolidation
       2009
    
    
    2010AssetsCash and cash equivalents
    
    $
    23,998
    
    
    $
    16,360Accounts receivable
    
    
    9,359
    
    
    
    8,881Inventories
    
    
    16,472
    
    
    
    26,155Prepaid expenses
    
    
    2,688
    
    
    
    3,112Total current assets
    
    
    52,517
    
    
    
    54,508Net property, plant and equipment
    
    
    139,705
    
    
    
    137,502Intangibles and other assets
    
    
    12,773
    
    
    
    12,525Total assets
    
    $
    204,995
    
    
    $
    204,535Liabilities and stockholders equityNotes payable
    
    $
    87,016
    
    
    $
    71,985Accounts payable
    
    
    7,147
    
    
    
    8,707Accrued liabilities
    
    
    1,118
    
    
    
    (278
    )Current portion of long-term debt
    
    
    10,525
    
    
    
    Current liabilities
    
    
    105,806
    
    
    
    80,414Stockholders equity
    
    
    99,189
    
    
    
    124,121Total liabilities and stockholders equity
    
    $
    204,995
    
    
    $
    204,535
 - 38 -




---



##### Table of Contents



Cash and cash equivalents and Short-term investments
  Notes receivable
 Accounts receivable 
 Allowance for doubtful accounts
 Inventories 
 Long-lived assets
 Buildings and improvements
    
    
    10 to 40 yearsMachinery and equipment
    
    
    5 to 14 yearsFurniture and fixtures
    
    
    5 to 10 yearsMolds, cores and rings
    
    
    4 to 10 years
  Pre-production costs related to long-term supply arrangements
 - 39 -




---



##### Table of Contents



Earnings (loss) per common share
 (Number of shares and dollar amounts in thousands except per share amounts)
    
    2008
    
    
    2009
    
    
    2010NumeratorIncome (loss) from continuing operations
attributable to Cooper Tire & Rubber Company
    
    $
    (219,444
    )
    
    $
    83,420
    
    
    $
    116,331Accretion of redeemable noncontrolling
shareholders interest
    
    
    (9,939
    )
    
    
    9,939
    
    
    
    Numerator for basic and diluted earnings (loss)
per share  income (loss) from continuing
operations available to common stockholders
    
    $
    (229,383
    )
    
    $
    93,359
    
    
    $
    116,331DenominatorDenominator for basic earnings (loss) per share -
weighted average shares outstanding
    
    
    59,048
    
    
    
    59,439
    
    
    
    61,299Effect of dilutive securities  stock options and
other stock units
    
    
    
    
    
    
    1,242
    
    
    
    1,349Denominator for diluted earnings per share -
adjusted weighted average share outstanding
    
    
    59,048
    
    
    
    60,681
    
    
    
    62,648Basic earnings (loss) per share:Income (loss) from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    $
    (3.88
    )
    
    $
    1.57
    
    
    $
    1.90Income (loss) from discontinued operations,
net of income taxes
    
    
    
    
    
    
    (0.53
    )
    
    
    0.39Net income (loss) available to Cooper Tire &
Rubber
Company common stockholders
    
    $
    (3.88
    )
    
    $
    1.04
    
    
    $
    2.29Diluted earnings (loss) per share:Income (loss) from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    $
    (3.88
    )
    
    $
    1.54
    
    
    $
    1.86Income (loss) from discontinued operations,
net of income taxes
    
    
    
    
    
    
    (0.52
    )
    
    
    0.38Net income (loss) available to Cooper Tire &
Rubber
Company common stockholders
    
    $
    (3.88
    )
    
    $
    1.02
    
    
    $
    2.24
   - 40 -




---



##### Table of Contents



Derivative financial instruments
     Income taxes
 Products liability 
  - 41 -




---



##### Table of Contents



Advertising expense 
 Stock-based compensation
 Warranties 
 2008
    
    
    2009
    
    
    2010Reserve at January 1
    
    $
    16,510
    
    
    $
    18,244
    
    
    $
    23,814Additions
    
    
    19,816
    
    
    
    23,134
    
    
    
    24,791Payments
    
    
    (18,082
    )
    
    
    (17,564
    )
    
    
    (23,681
    )Reserve at December 31
    
    $
    18,244
    
    
    $
    23,814
    
    
    $
    24,924
 Use of estimates 
 Revenue recognition
 Research and development Research and Development
 Accounting pronouncements 
 Fair value measurements 
 - 42 -




---



##### Table of Contents



Accounting for transfers of financial assets
 Consolidation of Variable Interest Entities
 Reclassification 
  Note 2  Inventories
    Note 3  Other Current Assets
  2009
    
    
    2010Income tax recoverable
    
    $
    9,967
    
    
    $
    29,957Assets held for sale
    
    
    10,000
    
    
    
    8,155Other
    
    
    19,425
    
    
    
    18,245$
    39,392
    
    
    $
    56,357
  - 43 -




---



##### Table of Contents



Note 4  Goodwill and Intangibles
     December 31, 2009
    
    
    December 31, 2010Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived:Trademarks and
tradenames
    
    $
    10,891
    
    
    $
    (4,467
    )
    
    $
    6,424
    
    
    $
    10,891
    
    
    $
    (5,060
    )
    
    $
    5,831Patents and technology
    
    
    15,038
    
    
    
    (14,606
    )
    
    
    432
    
    
    
    15,038
    
    
    
    (14,764
    )
    
    
    274Other
    
    
    5,965
    
    
    
    (4,092
    )
    
    
    1,873
    
    
    
    5,965
    
    
    
    (4,631
    )
    
    
    1,33431,894
    
    
    
    (23,165
    )
    
    
    8,729
    
    
    
    31,894
    
    
    
    (24,455
    )
    
    
    7,439Indefinite-lived:Trademarks
    
    
    9,817
    
    
    
    
    
    
    
    9,817
    
    
    
    9,817
    
    
    
    
    
    
    
    9,817$
    41,711
    
    
    $
    (23,165
    )
    
    $
    18,546
    
    
    $
    41,711
    
    
    $
    (24,455
    )
    
    $
    17,256
  Note 5  Other Assets
  2009
    
    
    2010Investment in unconsolidated subsidiary
    
    $
    20,835
    
    
    $
    24,398Deferred tax assets
    
    
    31,892
    
    
    
    27,369Land use rights
    
    
    11,078
    
    
    
    10,921Tax incentives
    
    
    11,375
    
    
    
    11,724Other
    
    
    21,593
    
    
    
    18,914$
    96,773
    
    
    $
    93,326
  - 44 -




---



##### Table of Contents



Note 6  Accrued Liabilities
  2009
    
    
    2010Payroll and withholdings
    
    $
    55,087
    
    
    $
    45,862Products liability
    
    
    30,805
    
    
    
    41,892Warranty
    
    
    18,210
    
    
    
    19,669Other postretirement benefits
    
    
    17,021
    
    
    
    17,692Foreign currency loss on derivative financial
instruments
    
    
    2,080
    
    
    
    3,977Other
    
    
    35,440
    
    
    
    23,272$
    158,643
    
    
    $
    152,364
 Note 7  Income Taxes
  2008
    
    
    2009
    
    
    2010United States
    
    $
    (228,398
    )
    
    $
    35,200
    
    
    $
    67,579Foreign
    
    
    (29,377
    )
    
    
    80,323
    
    
    
    92,247Total
    
    $
    (257,775
    )
    
    $
    115,523
    
    
    $
    159,826
  2008
    
    
    2009
    
    
    2010Current:Federal
    
    $
    (31,368
    )
    
    $
    (3,990
    )
    
    $
    2,823State and local
    
    
    147
    
    
    
    966
    
    
    
    3,716Foreign
    
    
    4,274
    
    
    
    10,020
    
    
    
    10,731(26,947
    )
    
    
    6,996
    
    
    
    17,270Deferred:Federal
    
    
    (2,005
    )
    
    
    (770
    )
    
    
    3,921State and local
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (1,322
    )
    
    
    (5,995
    )
    
    
    (1,134
    )(3,327
    )
    
    
    (6,765
    )
    
    
    2,787$
    (30,274
    )
    
    $
    231
    
    
    $
    20,057
 - 45 -




---



##### Table of Contents



2008
    
    
    2009
    
    
    2010Income tax provision (benefit)
at 35%
    
    $
    (90,221
    )
    
    $
    40,423
    
    
    $
    55,939State and local income tax, net
of federal income tax effect
    
    
    (6,399
    )
    
    
    628
    
    
    
    1,913U.S. tax credits
    
    
    (2,415
    )
    
    
    (1,478
    )
    
    
    (2,220
    )Difference in effective tax rates
of international operations
    
    
    13,235
    
    
    
    (24,078
    )
    
    
    (22,689
    )Interest on tax settlement
    
    
    
    
    
    
    (4,239
    )
    
    
    Valuation allowance
    
    
    54,458
    
    
    
    (14,139
    )
    
    
    (9,423
    )Other  net
    
    
    1,068
    
    
    
    3,114
    
    
    
    (3,463
    )Income tax expense
    
    $
    (30,274
    )
    
    $
    231
    
    
    $
    20,057
   2009
    
    
    2010Deferred tax assets:Postretirement and other employee benefits
    
    $
    189,269
    
    
    $
    183,983Products liability
    
    
    45,753
    
    
    
    61,510Net operating loss, capital loss, and tax credits carryforwards
    
    
    47,708
    
    
    
    37,966All other items
    
    
    49,515
    
    
    
    49,129Total deferred tax assets
    
    
    332,245
    
    
    
    332,588Deferred tax liabilities:Property, plant and equipment
    
    
    (108,398
    )
    
    
    (106,716
    )All other items
    
    
    (15,189
    )
    
    
    (14,591
    )Total deferred tax liabilities
    
    
    (123,587
    )
    
    
    (121,307
    )208,658
    
    
    
    211,281Valuation allowances
    
    
    (176,766
    )
    
    
    (183,912
    )Net deferred tax asset
    
    $
    31,892
    
    
    $
    27,369
   - 46 -




---



##### Table of Contents



Accounting for Income Taxes Accounting for Uncertainty in Income Taxes
 2008
    
    
    2009
    
    
    2010Balance at January 1
    
    $
    3,777
    
    
    $
    7,623
    
    
    $
    7,517Settlements for tax positions of prior years
    
    
    
    
    
    
    (164
    )
    
    
    Additions for tax positions of the current year
    
    
    1,640
    
    
    
    934
    
    
    
    1,686Additions for tax positions of prior years
    
    
    2,307
    
    
    
    18
    
    
    
    62Reductions for tax positions of prior years
    
    
    (101
    )
    
    
    (894
    )
    
    
    (28
    )Balance at December 31
    
    $
    7,623
    
    
    $
    7,517
    
    
    $
    9,237
     Note 8  Debt
   - 47 -




---



##### Table of Contents



2009
    
    
    2010Parent company8% unsecured notes due December 2019
    
    
    173,578
    
    
    
    173,5787.625% unsecured notes due March 2027
    
    
    116,880
    
    
    
    116,880Capitalized leases and other
    
    
    11,081
    
    
    
    10,481301,539
    
    
    
    300,939Subsidiaries3.718% to 7.47% unsecured notes due in 2010
    
    
    14,915
    
    
    
    5.13% unsecured notes due in 2011
    
    
    9,522
    
    
    
    5,2854.86% to 5.13% unsecured notes due in 2012
    
    
    20,510
    
    
    
    20,38544,947
    
    
    
    25,670346,486
    
    
    
    326,609Less current maturities
    
    
    15,515
    
    
    
    5,885$
    330,971
    
    
    $
    320,724
   Note 9  Fair Value of Financial Instruments
   - 48 -




---



##### Table of Contents



December 31, 2009
    
    December 31, 2010Designated as hedging instruments
    
    Accrued liabilities
    
    $
    2,158
    
    
    Accrued liabilities
    
    $
    3,413Not designated as hedging instruments
    
    Accrued liabilities
    
    $
    (78
    )
    
    Accrued liabilities
    
    $
    564
  Amount of (Loss)Amount of (Loss)
    
    
    Reclassified
    
    
    Amount of (Loss)Recognized in
    
    
    from Cumulative
    
    
    Recognized inOther Comprehensive
    
    
    Other Comprehensive
    
    
    IncomeIncome on Derivative
    
    
    Loss into Income
    
    
    on Derivative(Effective Portion)
    
    
    (Effective Portion)
    
    
    (Ineffective Portion)Derivatives inCash Flow
    
    Year
    
    
    Year
    
    
    Year
    
    
    Year
    
    
    Year
    
    
    YearHedging
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedRelationships
    
    Dec. 31, 2009
    
    
    Dec. 31, 2010
    
    
    Dec. 31, 2009
    
    
    Dec. 31, 2010
    
    
    Dec. 31, 2009
    
    
    Dec. 31, 2010Foreign exchange
contracts
    
    $
    (7,208
    )
    
    $
    (1,795
    )
    
    $
    (4,198
    )
    
    $
    (692
    )
    
    $
    (458
    )
    
    $
    (161
    )
 Location of
    
    
    Amount of Gain (Loss)Gain (Loss)
    
    
    Recognized in Income on DerivativesDerivatives not
    
    Recognized
    
    
    Year
    
    
    YearDesignated as
    
    in Income on
    
    
    Ended
    
    
    EndedHedging Instruments
    
    Derivatives
    
    
    Dec. 31, 2009
    
    
    Dec. 31, 2010Foreign exchange contracts
    
    Other income (expense)
    
    
    $
    142
    
    
    $
    (758
    )Interest swap contracts
    
    Other income (expense)
    
    
    
    1,855
    
    
    
    $
    1,997
    
    
    $
    (758
    )
  - 49 -




---



##### Table of Contents



a.
    
    Quoted prices for similar assets or liabilities in active markets;b.
    
    Quoted prices for identical or similar assets or liabilities in non-active markets;c.
    
    Pricing models whose inputs are observable for substantially the full term of the
asset or liability; 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, 2010
    
    $
    3,977
    
    
    
    
    
    
    $
    3,977December 31, 2009
    
    $
    2,080
    
    
    
    
    
    
    $
    2,080
  - 50 -




---



##### Table of Contents



December 31, 2009
    
    
    December 31, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash and cash equivalents
    
    $
    426,981
    
    
    $
    426,981
    
    
    $
    413,359
    
    
    $
    413,359Notes receivable
    
    
    42,599
    
    
    
    42,599
    
    
    
    69,547
    
    
    
    69,547Notes payable
    
    
    (156,719
    )
    
    
    (156,719
    )
    
    
    (146,947
    )
    
    
    (146,947
    )Current portion of long-term debt
    
    
    (15,515
    )
    
    
    (15,515
    )
    
    
    (5,885
    )
    
    
    (5,885
    )Long-term debt
    
    
    (330,971
    )
    
    
    (309,371
    )
    
    
    (320,724
    )
    
    
    (322,124
    )Derivative financial instruments
    
    
    (2,080
    )
    
    
    (2,080
    )
    
    
    (3,977
    )
    
    
    (3,977
    )
 Note 10  Pensions and Postretirement Benefits Other than Pensions
       - 51 -




---



##### Table of Contents



2009
    
    
    2010Pension Benefits
    
    
    Pension Benefits
    
    
    Other Postretirement BenefitsDomestic
    
    
    International
    
    
    Total
    
    
    Domestic
    
    
    International
    
    
    Total
    
    
    2009
    
    
    2010Change in benefit obligation:Projected Benefit Obligation at January 1
    
    $
    779,890
    
    
    $
    214,641
    
    
    $
    994,531
    
    
    $
    826,458
    
    
    $
    313,659
    
    
    $
    1,140,117
    
    
    $
    252,679
    
    
    $
    261,926Service cost  employer
    
    
    6,532
    
    
    
    1,852
    
    
    
    8,384
    
    
    
    4,316
    
    
    
    2,327
    
    
    
    6,643
    
    
    
    3,431
    
    
    
    3,160Service cost  employee
    
    
    
    
    
    
    2,273
    
    
    
    2,273
    
    
    
    
    
    
    
    2,660
    
    
    
    2,660
    
    
    
    
    
    
    
    Interest cost
    
    
    43,650
    
    
    
    14,765
    
    
    
    58,415
    
    
    
    45,653
    
    
    
    16,923
    
    
    
    62,576
    
    
    
    14,740
    
    
    
    14,115Amendments
    
    
    (20,010
    )
    
    
    (8,215
    )
    
    
    (28,225
    )
    
    
    
    
    
    
    (2,260
    )
    
    
    (2,260
    )
    
    
    7,700
    
    
    
    (8,956
    )Actuarial (gain)/loss
    
    
    84,442
    
    
    
    73,605
    
    
    
    158,047
    
    
    
    53,761
    
    
    
    12,729
    
    
    
    66,490
    
    
    
    (5,790
    )
    
    
    15,478Benefits paid
    
    
    (68,046
    )
    
    
    (10,580
    )
    
    
    (78,626
    )
    
    
    (64,206
    )
    
    
    (14,426
    )
    
    
    (78,632
    )
    
    
    (10,834
    )
    
    
    (10,375
    )Foreign currency translation effect
    
    
    
    
    
    
    25,317
    
    
    
    25,317
    
    
    
    
    
    
    
    (10,994
    )
    
    
    (10,994
    )
    
    
    
    
    
    
    Projected Benefit Obligation at December 31
    
    $
    826,458
    
    
    $
    313,659
    
    
    $
    1,140,117
    
    
    $
    865,982
    
    
    $
    320,618
    
    
    $
    1,186,600
    
    
    $
    261,926
    
    
    $
    275,348Change in plans assets:Fair value of plans assets at January 1
    
    $
    553,005
    
    
    $
    172,901
    
    
    $
    725,906
    
    
    $
    654,991
    
    
    $
    213,189
    
    
    $
    868,180
    
    
    $
    
    
    
    $
    Actual return on plans assets
    
    
    126,028
    
    
    
    21,846
    
    
    
    147,875
    
    
    
    71,350
    
    
    
    27,076
    
    
    
    98,426
    
    
    
    
    
    
    
    Employer contribution
    
    
    44,004
    
    
    
    7,597
    
    
    
    51,600
    
    
    
    36,692
    
    
    
    8,404
    
    
    
    45,096
    
    
    
    
    
    
    
    Employee contribution
    
    
    
    
    
    
    2,273
    
    
    
    2,273
    
    
    
    
    
    
    
    2,660
    
    
    
    2,660
    
    
    
    
    
    
    
    Benefits paid
    
    
    (68,046
    )
    
    
    (10,580
    )
    
    
    (78,626
    )
    
    
    (64,206
    )
    
    
    (14,426
    )
    
    
    (78,632
    )
    
    
    
    
    
    
    Foreign currency translation effect
    
    
    
    
    
    
    19,152
    
    
    
    19,152
    
    
    
    
    
    
    
    (7,407
    )
    
    
    (7,407
    )
    
    
    
    
    
    
    Fair value of plans assets at December 31
    
    $
    654,991
    
    
    $
    213,189
    
    
    $
    868,180
    
    
    $
    698,827
    
    
    $
    229,496
    
    
    $
    928,323
    
    
    $
    
    
    
    $
    Funded status
    
    $
    (171,467
    )
    
    $
    (100,470
    )
    
    $
    (271,937
    )
    
    $
    (167,155
    )
    
    $
    (91,122
    )
    
    $
    (258,277
    )
    
    $
    (261,926
    )
    
    $
    (275,348
    )Amounts recognized in the balance sheets:Other assets
    
    $
    
    
    
    $
    113
    
    
    $
    113
    
    
    $
    
    
    
    $
    44
    
    
    $
    44
    
    
    $
    
    
    
    $
    Accrued liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,021
    )
    
    
    (17,692
    )Postretirement benefits other than pensions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244,905
    )
    
    
    (257,657
    )Pension benefits
    
    
    (171,467
    )
    
    
    (100,583
    )
    
    
    (272,050
    )
    
    
    (167,155
    )
    
    
    (91,166
    )
    
    
    (258,321
    )
     - 52 -




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2009
    
    
    2010
    
    
    2009
    
    
    2010All plansDiscount rate
    
    
    5.74
    %
    
    
    5.39
    %
    
    
    5.75
    %
    
    
    5.20
    %Rate of compensation increase
    
    
    1.03
    %
    
    
    0.92
    %
    
    
    
    
    
    
    Domestic plansDiscount rate
    
    
    5.75
    %
    
    
    5.35
    %
    
    
    5.75
    %
    
    
    5.20
    %Rate of compensation increase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign plansDiscount rate
    
    
    5.70
    %
    
    
    5.50
    %
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.74
    %
    
    
    3.39
    %
    
    
    
    
    
    
    
  Pension Benefits - Domestic
    
    
    Pension Benefits - International2008
    
    
    2009
    
    
    2010
    
    
    2008
    
    
    2009
    
    
    2010Components of net periodic benefit cost:Service cost
    
    $
    18,498
    
    
    $
    6,532
    
    
    $
    4,316
    
    
    $
    3,377
    
    
    $
    1,852
    
    
    $
    2,327Interest cost
    
    
    46,165
    
    
    
    43,650
    
    
    
    45,653
    
    
    
    17,734
    
    
    
    14,764
    
    
    
    16,923Expected return on plan assets
    
    
    (61,818
    )
    
    
    (42,001
    )
    
    
    (50,457
    )
    
    
    (19,666
    )
    
    
    (13,580
    )
    
    
    (15,249
    )Amortization of prior service cost
    
    
    158
    
    
    
    (874
    )
    
    
    
    
    
    
    325
    
    
    
    (177
    )
    
    
    (600
    )Amortization of actuarial loss
    
    
    10,243
    
    
    
    31,737
    
    
    
    27,741
    
    
    
    1,350
    
    
    
    2,524
    
    
    
    5,924Spectrum plan freeze
    
    
    
    
    
    
    (10,133
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Albany curtailment gain
    
    
    
    
    
    
    (5,220
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    
    
    
    
    9,956
    
    
    
    4,323
    
    
    
    
    
    
    
    
    
    
    
    (673
    )Net periodic benefit cost
    
    $
    13,246
    
    
    $
    33,647
    
    
    $
    31,576
    
    
    $
    3,120
    
    
    $
    5,383
    
    
    $
    8,652
 Other Post Retirement Benefits2008
    
    
    2009
    
    
    2010Components of net periodic benefit cost:Service cost
    
    $
    4,974
    
    
    $
    3,637
    
    
    $
    3,160Interest cost
    
    
    15,492
    
    
    
    14,765
    
    
    
    14,115Amortization of prior service cost
    
    
    (308
    )
    
    
    (307
    )
    
    
    (542
    )Amortization of actuarial loss
    
    
    1,196
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    21,354
    
    
    $
    18,095
    
    
    $
    16,733
  - 53 -




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2009
    
    
    2010
    
    
    2008
    
    
    2009
    
    
    2010All plansDiscount rate
    
    
    5.97
    %
    
    
    6.11
    %
    
    
    5.74
    %
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75
    %Expected return on plan assets
    
    
    8.25
    %
    
    
    8.22
    %
    
    
    8.24
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.46
    %
    
    
    3.32
    %
    
    
    1.03
    %
    
    
    
    
    
    
    
    
    
    
    Domestic plansDiscount rate
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75
    %Expected return on plan assets
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    Foreign plansDiscount rate
    
    
    5.89
    %
    
    
    6.49
    %
    
    
    5.70
    %
    
    
    
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    7.55
    %
    
    
    7.32
    %
    
    
    7.44
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.96
    %
    
    
    3.55
    %
    
    
    3.74
    %
    
    
    
    
    
    
    
    
    
    
    
  2009
    
    
    2010Projected
    
    
    Accumulated
    
    
    Projected
    
    
    Accumulatedbenefit
    
    
    benefit
    
    
    benefit
    
    
    benefitobligation
    
    
    obligation
    
    
    obligation
    
    
    obligationexceeds plan
    
    
    exceeds plan
    
    
    exceeds plan
    
    
    exceeds planassets
    
    
    assets
    
    
    assets
    
    
    assetsProjected benefit obligation
    
    $
    1,137,709
    
    
    $
    1,137,709
    
    
    $
    1,184,320
    
    
    $
    1,184,320Accumulated benefit obligation
    
    
    1,132,988
    
    
    
    1,132,988
    
    
    
    1,181,208
    
    
    
    1,181,208Fair value of plan assets
    
    
    867,500
    
    
    
    867,500
    
    
    
    925,999
    
    
    
    925,999
  Percentage PointIncrease
    
    
    DecreaseIncrease (decrease) in total service and interest cost components
    
    $
    108
    
    
    $
    (94
    )Increase (decrease) in the postretirement benefit obligation
    
    
    3,433
    
    
    
    (3,091
    )
 - 54 -




---



##### Table of Contents



U.S. Plans
    
    
    U.K. PlanAsset Category
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010Equity securities
    
    
    66
    %
    
    
    57
    %
    
    
    59
    %
    
    
    61
    %Debt securities
    
    
    34
    
    
    
    42
    
    
    
    35
    
    
    
    33Other investments
    
    
    0
    
    
    
    0
    
    
    
    5
    
    
    
    5Cash
    
    
    0
    
    
    
    1
    
    
    
    1
    
    
    
    1Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    Fair Value HeirarchyTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3United States plansCash
    
    $
    6,549
    
    
    $
    6,549
    
    
    $
    
    
    
    $
    Equity securities
    
    
    397,682
    
    
    
    
    
    
    
    397,682
    
    
    
    Fixed income securities
    
    
    294,596
    
    
    
    
    
    
    
    294,596
    
    
    
    $
    698,827
    
    
    $
    6,549
    
    
    $
    692,278
    
    
    $
    United Kingdom planCash
    
    $
    2,854
    
    
    $
    2,854
    
    
    $
    
    
    
    $
    Equity securities
    
    
    138,141
    
    
    
    
    
    
    
    138,141
    
    
    
    Fixed income securities
    
    
    75,364
    
    
    
    
    
    
    
    75,364
    
    
    
    Other investments
    
    
    10,814
    
    
    
    
    
    
    
    
    
    
    
    10,814$
    227,173
    
    
    $
    2,854
    
    
    $
    213,505
    
    
    $
    10,814
   - 55 -




---



##### Table of Contents



2009
    
    
    2010Balance at January 1
    
    $
    10,007
    
    
    $
    9,788Contributions
    
    
    
    
    
    
    1,335Disbursements
    
    
    (153
    )
    
    
    (166
    )Change in fair value
    
    
    (1,102
    )
    
    
    187Foreign currency translation effect
    
    
    1,036
    
    
    
    (330
    )Balance at December 31
    
    $
    9,788
    
    
    $
    10,814
     OtherPension
    
    
    PostretirementBenefits
    
    
    Benefits2011
    
    $
    67,000
    
    
    $
    18,0002012
    
    
    67,000
    
    
    
    18,0002013
    
    
    70,000
    
    
    
    18,0002014
    
    
    70,000
    
    
    
    19,0002015
    
    
    72,000
    
    
    
    19,0002016 through 2020
    
    
    382,000
    
    
    
    97,000
 Note 11  Other Long-term Liabilities
  2009
    
    
    2010Products liability
    
    $
    120,616
    
    
    $
    149,141Other
    
    
    25,362
    
    
    
    30,941$
    145,978
    
    
    $
    180,082
 Note 12  Common Stock
  - 56 -




---



##### Table of Contents



Note 13  Cumulative Other Comprehensive Loss
  2009
    
    
    2010Cumulative currency translation adjustment
    
    $
    6,970
    
    
    $
    12,948Changes in
the fair value of derivatives and unrealized gains/(losses) on marketable securities
    
    
    (2,154
    )
    
    
    (3,180
    )Tax effect
    
    
    25
    
    
    
    231Net
    
    
    (2,129
    )
    
    
    (2,949
    )Unrecognized postretirement benefit plans
    
    
    (545,771
    )
    
    
    (546,717
    )Tax effect, net of valuation allowance
    
    
    70,658
    
    
    
    68,655Net
    
    
    (475,113
    )
    
    
    (478,062
    )$
    (470,272
    )
    
    $
    (468,063
    )
 Note 14  Stock-Based Compensation
   Stock Based Compensation2008
    
    
    2009
    
    
    2010Stock options
    
    $
    350
    
    
    $
    943
    
    
    $
    1,414Restricted stock units
    
    
    1,796
    
    
    
    1,667
    
    
    
    745Performance based units
    
    
    1,778
    
    
    
    2,809
    
    
    
    4,686Total stock based compensation
    
    $
    3,924
    
    
    $
    5,419
    
    
    $
    6,845
 Stock Options
   - 57 -




---



##### Table of Contents



2009
    
    
    2010Risk-free interest rate
    
    
    2.2
    %
    
    
    2.8
    %Dividend yield
    
    
    2.7
    %
    
    
    2.2
    %Expected volatility of the Companys
common stock
    
    
    0.568
    
    
    
    0.604Expected life in years
    
    
    6.0
    
    
    
    6.0
    WeightedAverageNumber of
    
    
    Exercise
    
    
    AvailableShares
    
    
    Price
    
    
    For GrantJanuary 1, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    4,787,535Outstanding
    
    
    1,607,477
    
    
    $
    18.23Exercisable
    
    
    1,390,828
    
    
    
    18.80Granted
    
    
    
    
    
    
    Exercised
    
    
    (19,192
    )
    
    
    14.75Expired
    
    
    (247,570
    )
    
    
    19.80Cancelled
    
    
    (78,398
    )
    
    
    19.16December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    4,738,633Outstanding
    
    
    1,262,317
    
    
    
    17.77Exercisable
    
    
    1,135,148
    
    
    
    18.15Granted
    
    
    1,155,000
    
    
    
    4.82Exercised
    
    
    (26,230
    )
    
    
    13.61Expired
    
    
    (145,018
    )
    
    
    14.19Cancelled
    
    
    (179,463
    )
    
    
    13.23December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    2,740,071Outstanding
    
    
    2,066,606
    
    
    
    11.23Exercisable
    
    
    1,031,175
    
    
    
    17.12Granted
    
    
    304,120
    
    
    
    18.70Exercised
    
    
    (581,244
    )
    
    
    12.07Expired
    
    
    (2,798
    )
    
    
    12.78Cancelled
    
    
    (7,500
    )
    
    
    16.99December 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    4,054,478Outstanding
    
    
    1,779,184
    
    
    
    12.21Exercisable
    
    
    823,064
    
    
    
    15.67
  - 58 -




---



##### Table of Contents



Range of Exercise PricesLess than or
    
    
    Greater than $12.14 and
    
    
    Greater than orequal to $12.14
    
    
    less than $19.75
    
    
    equal to $19.75Options outstanding
    
    
    816,500
    
    
    
    573,920
    
    
    
    388,764Weighted average
exercise price
    
    $
    4.82
    
    
    $
    16.90
    
    
    $
    20.82Remaining contractual life
    
    
    8.3
    
    
    
    6.5
    
    
    
    3.6Options exercisable
    
    
    164,500
    
    
    
    269,800
    
    
    
    388,764Weighted average
exercise price
    
    $
    4.82
    
    
    $
    14.86
    
    
    $
    20.82
 Restricted Stock Units
  2009
    
    
    2010Restricted stock units outstanding at beginning of period
    
    
    403,637
    
    
    
    526,809Restricted stock units granted
    
    
    153,509
    
    
    
    Accrued dividend equivalents
    
    
    18,384
    
    
    
    5,577Restricted stock units settled
    
    
    (43,884
    )
    
    
    (285,964
    )Restricted stock units cancelled
    
    
    (4,837
    )
    
    
    (4,149
    )Restricted stock units outstanding at end of period
    
    
    526,809
    
    
    
    242,273
 Performance Based Units (PBUs)
  - 59 -




---



##### Table of Contents



Long-Term Incentive Plan Years2007-2009
    
    
    2008-2010
    
    
    2010-2012Performance-based units outstanding at January 1, 2009
    
    
    290,671
    
    
    
    
    
    
    
    Performance-based units earned
    
    
    255,070
    
    
    
    290,860
    
    
    
    Accrued dividend equivalents
    
    
    14,210
    
    
    
    
    
    
    
    Performance-based units outstanding at December 31, 2009
    
    
    559,951
    
    
    
    290,860
    
    
    
    Performance-based units earned
    
    
    
    
    
    
    183,961
    
    
    
    60,082Accrued dividend equivalents
    
    
    
    
    
    
    6,037
    
    
    
    Performance-based units settled
    
    
    (559,951
    )
    
    
    
    
    
    
    Performance-based units outstanding at December 31, 2010
    
    
    
    
    
    
    480,858
    
    
    
    60,082
    Note 15  Lease Commitments
   2011
    
    $
    27,6882012
    
    
    13,9982013
    
    
    9,9182014
    
    
    8,6562015
    
    
    8,119Thereafter
    
    
    28,674
 - 60 -




---



##### Table of Contents



Note 16  Restructuring
  2008
    
    
    2009
    
    
    2010Albany plant closureAsset writedowns
    
    $
    75,162
    
    
    $
    900
    
    
    $
    1,845Equipment relocation and other costs
    
    
    393
    
    
    
    25,595
    
    
    
    12,980Employee related costs
    
    
    429
    
    
    
    20,210
    
    
    
    4,75175,984
    
    
    
    46,705
    
    
    
    19,576Distribution centersAsset writedowns
    
    
    394
    
    
    
    
    
    
    
    Equipment relocation and other costs
    
    
    
    
    
    
    672
    
    
    
    Employee related costs
    
    
    24
    
    
    
    946
    
    
    
    418
    
    
    
    1,618
    
    
    
    European headcount reductionEmployee related costs
    
    
    
    
    
    
    395
    
    
    
    1,073Total restructuring costs
    
    $
    76,402
    
    
    $
    48,718
    
    
    $
    20,649
 Albany manufacturing facility closure
     Distribution centers
   - 61 -




---



##### Table of Contents



International Tire Operations segment headcount reduction
   Note 17  Other  Net
  2008
    
    
    2009
    
    
    2010Foreign currency losses
    
    $
    2,966
    
    
    $
    886
    
    
    $
    780Equity in loss (earnings) from joint ventures
    
    
    2,346
    
    
    
    673
    
    
    
    (2,456
    )Dividend income from unconsolidated subsidiary
    
    
    (1,943
    )
    
    
    
    
    
    
    Other
    
    
    135
    
    
    
    (2,831
    )
    
    
    (1,158
    )$
    3,504
    
    
    $
    (1,272
    )
    
    $
    (2,834
    )
 Note 18  Contingent Liabilities
 Litigation
   .
 - 62 -




---



##### Table of Contents



.
    Retiree Medical Case
 Cates, et al. v. Cooper Tire & Rubber Company Johnson, et al. v. Cooper Tire &
Rubber Company
   Cooper Chengshan Acquisition
   - 63 -




---



##### Table of Contents



Employment Contracts
  Unconditional Purchase Orders
  Note 19  Business Segments
     2008
    
    
    2009
    
    
    2010Consolidated
    
    
    
    
    
    
    Consolidated
    
    
    
    
    
    
    ConsolidatedCustomer
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net SalesTBC/Treadways
    
    $
    385,495
    
    
    
    13
    %
    
    $
    331,898
    
    
    
    12
    %
    
    $
    424,051
    
    
    
    13
    %
 - 64 -




---



##### Table of Contents



2008
    
    
    2009
    
    
    2010RevenuesNorth American Tire
    
    $
    2,142,139
    
    
    $
    2,006,183
    
    
    $
    2,423,808International Tire
    
    
    975,007
    
    
    
    993,839
    
    
    
    1,272,224Eliminations and other
    
    
    (235,335
    )
    
    
    (221,032
    )
    
    
    (335,048
    )Consolidated
    
    
    2,881,811
    
    
    
    2,778,990
    
    
    
    3,360,984Segment profit (loss)North American Tire
    
    
    (174,065
    )
    
    
    110,957
    
    
    
    130,694International Tire
    
    
    (30,094
    )
    
    
    72,753
    
    
    
    82,081Unallocated corporate charges
and eliminations
    
    
    (12,474
    )
    
    
    (27,441
    )
    
    
    (24,401
    )Operating profit (loss)
    
    
    (216,633
    )
    
    
    156,269
    
    
    
    188,374Interest income
    
    
    12,887
    
    
    
    5,193
    
    
    
    5,265Other  net
    
    
    (3,504
    )
    
    
    1,272
    
    
    
    2,834Interest expense
    
    
    (50,525
    )
    
    
    (47,211
    )
    
    
    (36,647
    )Income (loss) from continuingoperations before income taxes
    
    
    (257,775
    )
    
    
    115,523
    
    
    
    159,826Depreciation and amortization expenseNorth American Tire
    
    
    96,057
    
    
    
    76,001
    
    
    
    76,065International Tire
    
    
    45,418
    
    
    
    46,317
    
    
    
    46,728Corporate
    
    
    1,284
    
    
    
    1,193
    
    
    
    928Consolidated
    
    
    142,759
    
    
    
    123,511
    
    
    
    123,721Segment assetsNorth American Tire
    
    
    977,545
    
    
    
    857,734
    
    
    
    982,001International Tire
    
    
    740,583
    
    
    
    770,557
    
    
    
    823,011Corporate and other
    
    
    324,768
    
    
    
    472,049
    
    
    
    500,525Consolidated
    
    
    2,042,896
    
    
    
    2,100,340
    
    
    
    2,305,537Expenditures for long-lived assetsNorth American Tire
    
    
    55,560
    
    
    
    41,917
    
    
    
    66,100International Tire
    
    
    72,723
    
    
    
    37,410
    
    
    
    37,395Corporate
    
    
    490
    
    
    
    6
    
    
    
    16,243Consolidated
    
    
    128,773
    
    
    
    79,333
    
    
    
    119,738
 - 65 -




---



##### Table of Contents



2008
    
    
    2009
    
    
    2010RevenuesNorth America
    
    $
    2,055,769
    
    
    $
    1,933,503
    
    
    $
    2,356,908Europe
    
    
    303,742
    
    
    
    257,351
    
    
    
    276,319Asia
    
    
    522,300
    
    
    
    588,136
    
    
    
    727,757Consolidated
    
    
    2,881,811
    
    
    
    2,778,990
    
    
    
    3,360,984Long-lived assetsNorth America
    
    
    506,248
    
    
    
    459,129
    
    
    
    460,956Europe
    
    
    48,660
    
    
    
    48,614
    
    
    
    43,487Asia
    
    
    346,366
    
    
    
    343,228
    
    
    
    347,999Consolidated
    
    
    901,274
    
    
    
    850,971
    
    
    
    852,442
  Note 20  Subsequent Events
   - 66 -




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     /s/ Ernst & Young LLP

Ernst & Young LLPToledo, OhioFebruary 25, 2011
 - 67 -




---



##### Table of Contents



SELECTED QUARTERLY DATA
    
    (Unaudited)(Dollar amounts in thousands except per share amounts.)
 2009First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterNet sales
    
    $
    571,408
    
    
    $
    631,729
    
    
    $
    802,794
    
    
    $
    773,059Gross profit
    
    
    50,269
    
    
    
    100,460
    
    
    
    140,517
    
    
    
    127,781Income (loss) from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (22,013
    )
    
    
    30,629
    
    
    
    51,713
    
    
    
    33,030Basic earnings (loss) per share from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (0.37
    )
    
    
    0.52
    
    
    
    0.87
    
    
    
    0.55Diluted earnings (loss) per share from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    (0.37
    )
    
    
    0.51
    
    
    
    0.85
    
    
    
    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
 2010First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterNet sales
    
    $
    754,443
    
    
    $
    803,959
    
    
    $
    882,942
    
    
    $
    919,640Gross profit
    
    
    85,172
    
    
    
    95,382
    
    
    
    128,247
    
    
    
    111,900Income from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    12,336
    
    
    
    18,951
    
    
    
    44,599
    
    
    
    40,445Basic earnings per share from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    0.20
    
    
    
    0.31
    
    
    
    0.73
    
    
    
    0.66Diluted earnings per share from continuing operations
available to Cooper Tire & Rubber Company
common stockholders
    
    
    0.20
    
    
    
    0.30
    
    
    
    0.71
    
    
    
    0.64Revenues from external customers:North American Tire
    
    $
    531,717
    
    
    $
    574,968
    
    
    $
    647,787
    
    
    $
    669,336International Tire
    
    
    293,557
    
    
    
    312,156
    
    
    
    325,200
    
    
    
    341,311Eliminations and other
    
    
    (70,831
    )
    
    
    (83,165
    )
    
    
    (90,045
    )
    
    
    (91,007
    )Net sales
    
    $
    754,443
    
    
    $
    803,959
    
    
    $
    882,942
    
    
    $
    919,640Segment profit:North American Tire
    
    $
    13,602
    
    
    $
    19,680
    
    
    $
    54,971
    
    
    $
    42,441International Tire
    
    
    22,550
    
    
    
    20,528
    
    
    
    20,511
    
    
    
    18,492Eliminations
    
    
    (509
    )
    
    
    42
    
    
    
    (1,183
    )
    
    
    1,400Corporate
    
    
    (2,688
    )
    
    
    (6,568
    )
    
    
    (7,169
    )
    
    
    (7,726
    )Operating profit
    
    
    32,955
    
    
    
    33,682
    
    
    
    67,130
    
    
    
    54,607Interest expense
    
    
    (8,730
    )
    
    
    (9,149
    )
    
    
    (9,397
    )
    
    
    (9,371
    )Interest income
    
    
    1,213
    
    
    
    771
    
    
    
    2,166
    
    
    
    1,115Other  net
    
    
    237
    
    
    
    988
    
    
    
    719
    
    
    
    890Income from continuing operations
before income taxes
    
    $
    25,675
    
    
    $
    26,292
    
    
    $
    60,618
    
    
    $
    47,241
 - 68 -




---



##### Table of Contents



Balance at
    
    
    Additions
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Business
    
    
    Deductions
    
    
    at Endof Year
    
    
    To Income
    
    
    Acquisitions
    
    
    (a)
    
    
    of YearAllowance
for doubtful
accounts2008
    
    $
    8,631,233
    
    
    $
    2,449,691
    
    
    $
    
    
    
    $
    401,050
    
    
    $
    10,679,8742009
    
    $
    10,679,874
    
    
    $
    1,990,692
    
    
    $
    
    
    
    $
    1,742,585
    
    
    $
    10,927,9812010
    
    $
    10,927,981
    
    
    $
    3,236,138
    
    
    $
    
    
    
    $
    3,353,093
    
    
    $
    10,811,026
 
 (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
allowance2008
    
    $
    87,366,717
    
    
    $
    62,903,924
    
    
    $
    84,413,313
    
    
    $
    3,413,944
    
    
    $
    231,270,0102009
    
    $
    231,270,010
    
    
    $
    
    
    
    $
    
    
    
    $
    54,503,772
    
    
    $
    176,766,2382010
    
    $
    176,766,238
    
    
    $
    2,843,723
    
    
    $
    4,301,882
    
    
    $
    
    
    
    $
    183,911,843
 
 (a)
    
    Net decrease in tax valuation allowance is primarily a result of
net changes in cumulative book/tax timing differences, the write-off of capital
loss carry forward and changes in judgment about the realizability of deferred
tax assets, plus the impact of the change in the postretirement benefits
component of Cumulative other comprehensive loss. Balance at
    
    
    Additions
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Charged
    
    
    Deductions
    
    
    at Endof Year
    
    
    To Income
    
    
    To Equity
    
    
    (a)
    
    
    of YearLower of cost
or market
inventory reserve2008
    
    $
    
    
    
    $
    10,237,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,237,0002009
    
    $
    10,237,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,237,000
    
    
    $
    2010
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (a)
    
    Decrease in lower of cost or market reserve as a result of lower
raw material costs and increased sales prices. - 69 -




---



##### Table of Contents



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
   - 70 -




---



##### Table of Contents



.
  /s/
Ernst & Young LLP
   
 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
 - 71 -




---



##### Table of Contents



Item 11. EXECUTIVE COMPENSATION
  
 Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
  Equity Compensation Plan Information
  Number of securitiesremaining available forNumber 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
    
    
    2,490,173
    
    
    $
    8.73
    
    
    
    4,054,478Equity compensation plans not approved by
stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,490,173
    
    
    $
    8.73
    
    
    
    4,054,478
  
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  - 72 -




---



##### Table of Contents



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Page(s)Reference1. Consolidated Financial StatementsConsolidated Statements of Operations for the years ended December 31, 2008, 2009 and 2010
    
    
    33Consolidated Balance Sheets at December 31, 2009 and 2010
    
    
    34-35Consolidated Statements of Equity for the years ended December 31, 2008, 2009 and 2010
    
    
    36Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010
    
    
    37Notes to Consolidated Financial Statements
    
    
    38-66Report of Independent Registered Public Accounting Firm
    
    
    67Selected Quarterly Data (Unaudited)
    
    
    682. Financial Statement ScheduleValuation and qualifying accounts  Allowance for doubtful accounts, tax valuation allowance
and lower of cost or market inventory reserve
    
    
    69
    - 73 -




---



##### Table of Contents



SIGNATURES
  COOPER TIRE & RUBBER COMPANY/s/ Roy V. ArmesROY V. ARMES, Chairman of the Board,President and Chief Executive Officer February 25, 2011
  Signature
    
    
    
    Title
    
    Date/s/ Roy V. Armes
    
    
    
    Chairman of the Board,
    
    February 25, 2011ROY V. ARMES
    
    
    
    President, 
Chief Executive
Officer and Director
(Principal Executive Officer)/s/ Bradley E. Hughes
    
    
    
    Vice President and
    
    February 25, 2011BRADLEY E. HUGHES
    
    
    
    Chief Financial Officer
(Principal Financial Officer)/s/ Robert W. Huber
    
    
    
    Director of External Reporting
    
    February 25, 2011ROBERT W. HUBER
    
    
    
    (Principal Accounting Officer)LAURIE J. BREININGER*
    
    
    
    Director
    
    January 14, 2011THOMAS P. CAPO*
    
    
    
    Director
    
    January 14, 2011STEVEN M. CHAPMAN*
    
    
    
    Director
    
    January 14, 2011JOHN J. HOLLAND*
    
    
    
    Director
    
    January 14, 2011JOHN F. MEIER*
    
    
    
    Director
    
    January 14, 2011JOHN H. SHUEY*
    
    
    
    Director
    
    January 14, 2011RICHARD L. WAMBOLD*
    
    
    
    Director
    
    January 14, 2011ROBERT D. WELDING*
    
    
    
    Director
    
    January 14, 2011
 
 *
    
    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 - 74 -




---



##### Table of Contents



EXHIBIT INDEX
  (i)
    
    Restated Certificate of Incorporation, as amended and filed with the Secretary of
State of Delaware on May 4, 2010, incorporated herein by reference from Exhibit 3(i) of
the Companys Form 10-Q for the quarter ended March 31, 2010(ii)
    
    Bylaws, as amended as of May 4, 2010, are incorporated herein by reference from
Exhibit 3(ii) to the Companys Form 10-Q for the quarter ended March 31, 2010(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 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 2011 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 Receivables Purchase Agreement, dated as of August 5, 2010,
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 August 9, 2010(vii)
    
    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(viii)
    
    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(ix)
    
    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(x)
    
    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
 - 75 -




---



##### Table of Contents



(xi)
    
    First Amendment to Loan and Security Agreement dated as of July 8, 2010, by and
among Cooper Tire & Rubber Company, Max-Trac Tire Co., Inc., Bank of America, N.A,, as
administrative agent (in such capacity, the Administrative Agent) for the Lenders, and
the Lenders party hereto(xii)
    
    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(xiii)
    
    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(xiv)
    
    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*(xv)
    
    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*(xvi)
    
    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 10-K for the year ended December 31, 2008*(xvii)
    
    2001 Incentive Compensation Plan is incorporated herein by reference from the Appendix
A to the Companys Proxy Statement dated March 20, 2001*(xviii)
    
    2010 Incentive Compensation Plan is incorporated herein by reference from the
Appendix B to the Companys Proxy Statement dated March 25, 2010*(xix)
    
    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*(xx)
    
    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*(xxi)
    
    2006 Incentive Compensation Plan is incorporated herein by reference from
Appendix A to the Companys Proxy Statement dated March 21, 2006*(xxii)
    
    Change in Control Severance Pay Plan (Amended and Restated as of August 4, 2010) is
incorporated by reference from Exhibit 10.1 of the Companys Form 8-K dated August 6,
2010(xxiii)
    
    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(xxiv)
    
    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(xxv)
    
    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(xxvi)
    
    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
 - 76 -




---



##### Table of Contents



(xxvii)
    
    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(xxviii)
    
    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(xxix)
    
    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(xxx)
    
    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
 (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. - 77 -