e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2009
Commission File No. 1-4329
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
COOPER
TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
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34-4297750
(I.R.S. employer
identification no.) |
Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)
(419) 423-1321
(Registrants telephone number, including area code)
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) for
the fiscal year ended December 31, 2009, together with the report of Ernst & Young LLP, Independent
Registered Public Accounting Firm, are attached to this Annual Report on Form 11-K. The Financial
Statements and the notes thereto are presented in lieu of the financial statements required by
items 1, 2 and 3 of Form 11-K and were prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974.
EXHIBITS:
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(23)
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Consent of Independent Registered Public Accounting Firm |
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(99)
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Certification Pursuant To 18 U.S.C. § 1350 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator
has duly caused this Annual Report to be signed by the undersigned, thereunto duly authorized.
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COOPER TIRE & RUBBER COMPANY
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/s/ Stephen O. Schroeder
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STEPHEN O. SCHROEDER |
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Vice President and Treasurer
Plan Administrator |
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Date:
June 28, 2010
Financial Statements and Supplemental Schedule
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
December 31, 2009 and 2008, and
Year Ended December 31, 2009
With Report of Independent Registered Public
Accounting Firm
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Financial Statements and Supplemental Schedule
December 31, 2009 and 2008, and
Year Ended December 31, 2009
Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements |
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Statements of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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21 |
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Report of Independent Registered Public Accounting Firm
The Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
We have audited the accompanying statements of net assets available for benefits of the Cooper Tire
& Rubber Company Pre-Tax Savings Plan (Texarkana) (the Plan) as of December 31, 2009 and 2008, and
the related statement of changes in net assets available for benefits for the year ended December
31, 2009. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting, as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2009 and 2008, and the
changes in its net assets available for benefits for the year ended December 31, 2009, in
conformity with US generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2009, is presented for the purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
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/s/ Ernst & Young LLP
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Ernst & Young LLP |
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June 28, 2010
Toledo, Ohio
1
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Statements of Net Assets Available for Benefits
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December 31 |
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2009 |
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2008 |
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Investments, at fair value: |
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Interest in investment trust fully benefit-responsive
investment contracts |
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$ |
15,980,282 |
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$ |
9,271,918 |
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Common stock |
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16,754,142 |
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7,590,275 |
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Pooled separate accounts |
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8,102,574 |
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5,012,893 |
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Participant loans |
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1,827,864 |
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1,764,176 |
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Mutual funds |
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1,591,117 |
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1,338,705 |
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44,255,979 |
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24,977,967 |
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Receivables: |
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Employer contributions |
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1,074,656 |
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Net assets available for benefits, at fair value |
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45,330,635 |
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24,977,967 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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(315,257 |
) |
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324,366 |
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Net assets available for benefits |
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$ |
45,015,378 |
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$ |
25,302,333 |
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See accompanying notes.
2
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2009
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Additions |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
17,863,359 |
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Interest and dividends |
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604,182 |
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Total investment income |
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18,467,541 |
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Transfer from other Plan |
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19,540 |
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Contributions: |
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Participant |
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2,468,918 |
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Employer |
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1,074,656 |
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Total contributions |
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3,543,574 |
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Total additions |
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22,030,655 |
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Deductions |
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Participant withdrawals |
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2,317,610 |
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Net increase |
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19,713,045 |
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Net assets available for benefits: |
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Beginning of year |
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25,302,333 |
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End of year |
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$ |
45,015,378 |
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See accompanying notes.
3
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements
December 31, 2009
1. Description of Plan
The following description of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) (the
Plan) provides only general information. Participants should refer to the Plan agreement for a more
complete description of the Plans provisions.
General
The Plan, as restated and amended on December 17, 2009, is a defined contribution plan covering all
hourly employees who have completed 30 days of continuous credited service and are covered by the
collective bargaining agreement between the United Steelworkers of America Local #752 and Cooper
Tire & Rubber Company (the Company and Plan Administrator). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan has established a trust agreement with Principal Financial Group (the Trustee), to act as
trustee and record-keeper of the Plans assets. The Trustee administers and invests the Plans
assets and income for the benefit of the Plans participants.
Contributions
Each year, participants may contribute up to 15% of their pretax compensation. Participants may
direct their contributions to any of the Plans investment fund options.
The Company contributions are made annually at the discretion of the Companys Board of Directors
as provided in the Plan document. Participants may direct employer contributions immediately upon
receipt. The Company made a contribution in March 2010 in the amount of $1,074,656 for the year
ended December 31, 2009. There were no Company contributions to the Plan for the year ended
December 31, 2008.
Vesting
The participants are immediately vested in their contributions plus actual earnings thereon.
Participants are 100% vested in the Companys contributions plus actual earnings thereon after
three years.
4
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
1. Description of Plan (continued)
Participant Accounts
Individual accounts are maintained for each participant in the Plan. Each participants account is
credited with the participants contributions, their allocation of the Companys contributions and
plan earnings. The benefit to which a participant is entitled is the benefit that can be provided
from the participants vested account.
Forfeitures
At December 31, 2009 and 2008, forfeited nonvested accounts held in the plan totaled $934 and
$4,006, respectively. Future employer contributions can be reduced by future amounts forfeited by
participants.
Participant Loans
Under the Plan, participants may borrow the lesser of 50% of the vested value of their entire
account or $50,000. The interest rate is established based on the prime rate. Interest rates as of
December 31, 2009, range from 3.25% to 9.29%. The loan repayment schedule can be no longer than 60
months. Principal and interest is paid ratably through payroll deductions.
Participant Withdrawals
In the event of retirement, death, termination, permanent disability, or other separation from
service, participants are entitled to receive an amount equal to the value of the vested interest
in their accounts. Payments of benefits are taken in a lump-sum distribution. Under the Plan the
participants who are entitled to a benefit for the reasons outlined above will have their vested
balance automatically distributed if their vested balance is less than $1,000 and rolled over to an
IRA account administered by the trustee if their vested balance is greater than $1,000 but less
than $5,000.
In the event of hardship, as defined by the plan, participants may make a partial or full
distribution of their accounts, subject to certain tax withholdings.
5
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
1. Description of Plan (continued)
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the right, under the Plan to
discontinue contributions any time, and to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting. Participant
withdrawals are recorded upon distribution.
Investment Valuation and Income Recognition
The shares of common stock are valued at quoted market prices on the last business day of the plan
year. The shares of mutual funds are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The fair value of the participation units in the
pooled separate accounts are based on the quoted price of the underlying securities and the number
of units owned by the Plan at year-end. Participation units in the Invesco Stable Value Fund are
valued at a unit price determined by the portfolios sponsor based on the fair value of the
underlying assets held by the portfolio. The participant loans are valued at their outstanding
balances, which approximate fair value.
As described in Accounting Standards Codification (ASC) 962, Plan Accounting Defined Contribution
Plans, investment contracts held by a defined contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute for that portion of the net
assets available for benefits of a defined contribution plan attributable to fully
benefit-responsive investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the Plan. The Plan
invests in a fully benefit-responsive guaranteed investment contract (GIC) and synthetic investment
contracts (synthetics GICs). The statements of net assets available for benefits present the fair
value of the fully benefit-responsive investment contracts. The fair value of
6
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition (continued)
the GIC is calculated by discounting the related cash flows based on current yields of similar
instruments with comparable durations. The underlying investments of the synthetic GICs are valued
at quoted redemption values on the last business day of the Plans year-end. The fair value of the
wrap contracts for synthetic GICs is determined using the market approach discounting methodology
that incorporates the difference between current market level rates for contract level wrap fees
and the wrap fee being charged. The difference is calculated as a dollar value and discounted by
the prevailing interpolated swap rate as of period-end. The contract value of the fully
benefit-responsive investment contracts represents contributions plus earnings, less participant
withdrawals and administrative expenses.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Administrative Expenses
The Company pays the administrative expenses of the Plan, therefore none are reported by the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncements
In May 2009, the FASB issued FASB Statement No. 165, Subsequent Events, which was codified into ASC
855, Subsequent Events, to provide general standards of accounting for and disclosure of events
that occur after the balance sheet date, but before financial statements are issued or are
available to be issued. ASC 855 was amended in February 2010. The Plan has adopted ASC 855, as
amended.
7
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
In September 2009, the FASB issued Accounting Standards Update 2009-12, Investments in Certain
Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2009-12). ASU 2009-12
amended ASC 820 to allow entities to use net asset value (NAV) per share (or its equivalent), as a
practical expedient, to measure fair value when the investment does not have a readily determinable
fair value and the net asset value is calculated in a manner consistent with investment company
accounting. The Plan adopted the guidance in ASU 2009-12 for the reporting period ended
December 31, 2009 and has utilized the practical expedient to measure the fair value of investments
within the scope of this guidance based on the investments NAV. In addition, as a result of
adopting ASU 2009-12, the Plan has provided additional disclosures regarding the nature and risks
of investments within the scope of this guidance. Refer to Note 3 for these disclosures. Adoption
of ASU 2009-12 did not have a material effect on the Plans net assets available for benefits or
its changes in net assets available for benefits.
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about
Fair Value Measurements, (ASU 2010-06). ASU 2010-06 amended ASC 820 to clarify certain existing
fair value disclosures and require a number of additional disclosures. The guidance in ASU 2010-06
clarified that disclosures should be presented separately for each class of assets and
liabilities measured at fair value and provided guidance on how to determine the appropriate
classes of assets and liabilities to be presented. ASU 2010-06 also clarified the requirement for
entities to disclose information about both the valuation techniques and inputs used in estimating
Level 2 and Level 3 fair value measurements. In addition, ASU 2010-06 introduced new requirements
to disclose the amounts (on a gross basis) and reasons for any significant transfers between Levels
1, 2 and 3 of the fair value hierarchy and present information regarding the purchases, sales,
issuances and settlements of Level 3 assets and liabilities on a gross basis. With the exception of
the requirement to present changes in Level 3 measurements on a gross basis, which is delayed until
2011, the guidance in ASU 2010-06 becomes effective for reporting periods beginning after
December 15, 2009. Plan management is currently evaluating the effect that the provisions of ASU
2010-06 will have on the Plans financial statements.
8
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets
As of January 1, 2008, the Plan adopted the provisions of ASC 820, Fair Value Measurements and
Disclosures, which establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value as follows:
Level 1. |
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Financial assets and liabilities whose values are based on unadjusted quoted prices for
identical assets or liabilities in an active market that the Plan has the ability to access. |
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Level 2. |
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Financial assets and liabilities whose values are based on quoted prices in markets that
are not active or model inputs that are observable either directly or indirectly for
substantially the full term of the asset or liability. Level 2 inputs include the following: |
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a. |
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Quoted prices for similar assets or liabilities in active markets; |
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b. |
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Quoted prices for identical or similar assets or liabilities in non-active markets; |
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c. |
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Pricing models whose inputs are observable for substantially the full
term of the asset or liability; and |
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d. |
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Pricing models whose inputs are derived principally from or corroborated
by observable market data through correlation of other means for substantially the
full term of the asset or liability. |
9
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
Level 3. |
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Financial assets and liabilities whose values are based on prices or valuation techniques
that require inputs that are both unobservable and significant to the overall fair value
measurement. These inputs reflect managements own assumptions about the assumptions a market
participant would use in pricing the asset or liability. |
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in the methodologies used at December 31, 2009.
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Pooled Separate Accounts: |
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The fair value of the investments in this category have been
estimated using the net asset value per share. The net asset value (NAV) of these
accounts is based on the market value of its underlying investments. The NAV is not a
publicly-quoted price in an active market. There are currently no redemption restrictions
on these investments, except as noted. |
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Interest in Investment Trust: |
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Valued at fair value by discounting the related cash flows based
on current yields of similar instruments with comparable durations considering the
credit-worthiness of the issuer. |
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Common Stock: |
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Valued at the closing price reported on the active market on which the
individual securities are traded. |
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Mutual Funds: |
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Valued at the net asset value (NAV) of shares held by the Plan at year end. |
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Participant Loans: |
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Valued at amortized cost, which approximates fair value. |
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies and assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date.
10
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
The following table presents the Plans fair value hierarchy for those assets and liabilities
measured at fair value on a recurring basis as of December 31, 2009 and 2008:
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Fair Value Measurements at December 31, 2009 Using |
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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December 31, |
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Identical Assets |
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Observable Inputs |
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Unobservable Inputs |
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Description |
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2009 |
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Level (1) |
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Level (2) |
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Level (3) |
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Interest in investment trust |
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$ |
15,980,282 |
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$ |
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$ |
15,980,282 |
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$ |
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Pooled separate accounts |
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Large Cap |
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3,645,039 |
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3,645,039 |
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Mid Cap |
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925,705 |
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925,705 |
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Small Cap |
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48,497 |
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48,497 |
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Lifetime(a) |
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1,426,248 |
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1,426,248 |
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Real Estate(b) |
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161,491 |
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161,491 |
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International |
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1,569,409 |
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1,569,409 |
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Bond and Mortgage |
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181,461 |
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181,461 |
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Core Plus Bond |
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144,724 |
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144,724 |
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Common stock |
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16,754,142 |
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16,754,142 |
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Mutual funds |
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1,591,117 |
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1,591,117 |
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Participant loans |
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1,827,864 |
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1,827,864 |
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Total |
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$ |
44,255,979 |
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$ |
18,345,259 |
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|
$ |
24,082,856 |
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$ |
1,827,864 |
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11
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
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Fair Value Measurements at December 31, 2008 Using |
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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|
|
December 31, |
|
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Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
Description |
|
2008 |
|
|
Level (1) |
|
|
Level (2) |
|
|
Level (3) |
|
Interest in investment trust |
|
$ |
9,271,918 |
|
|
$ |
|
|
|
$ |
9,271,918 |
|
|
$ |
|
|
Pooled separate accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap |
|
|
2,721,722 |
|
|
|
|
|
|
|
2,721,722 |
|
|
|
|
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Mid Cap |
|
|
492,061 |
|
|
|
|
|
|
|
492,061 |
|
|
|
|
|
Lifetime(a) |
|
|
901,404 |
|
|
|
|
|
|
|
901,404 |
|
|
|
|
|
Real Estate(b) |
|
|
178,586 |
|
|
|
|
|
|
|
178,586 |
|
|
|
|
|
International |
|
|
631,675 |
|
|
|
|
|
|
|
631,675 |
|
|
|
|
|
Bond and Mortgage |
|
|
87,445 |
|
|
|
|
|
|
|
87,445 |
|
|
|
|
|
Common stock |
|
|
7,590,275 |
|
|
|
7,590,275 |
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
1,338,705 |
|
|
|
1,338,705 |
|
|
|
|
|
|
|
|
|
Participant loans |
|
|
1,764,176 |
|
|
|
|
|
|
|
|
|
|
|
1,764,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
24,977,967 |
|
|
$ |
8,928,980 |
|
|
$ |
14,284,811 |
|
|
$ |
1,764,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. |
|
This category includes investments in highly diversified funds designed to remain
appropriate for investors in terms of risk throughout a variety of life circumstances.
These common/collective trust funds share the common goal of first growing and then
later preserving principal and contain a mix of U.S. common stocks, U.S. issued bonds
and cash. There are currently no redemption restrictions on these investments. The fair
values of the investments in this category have been estimated using the net asset
value per share. |
|
b. |
|
This category includes a common/collection trust fund that is designed to
provide returns reflective of core U.S. real estate and includes higher quality, well
leased assets in the multi-family, industrial, office, retail and hotel sectors. Due to
current market conditions some redemptions of real estate investments may be delayed
until deemed prudent. The fair value of the investment in this category has been
estimated using the net asset value per share. |
12
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
The following table presents a reconciliation of beginning and ending balances of Level 3 inputs as
of December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
Fair Value |
|
|
Fair Value |
|
|
|
Measurements Using |
|
|
Measurements Using |
|
|
|
Significant |
|
|
Significant |
|
|
|
Unobservable Inputs |
|
|
Unobservable Inputs |
|
|
|
(Level 3) |
|
|
(Level 3) |
|
|
|
Participant |
|
|
Participant |
|
|
|
Loans |
|
|
Loans |
|
Beginning balance |
|
$ |
1,764,176 |
|
|
$ |
1,891,804 |
|
Purchases, issuances, and settlements |
|
|
63,688 |
|
|
|
(127,628 |
) |
|
|
|
Ending balance |
|
$ |
1,827,864 |
|
|
$ |
1,764,176 |
|
|
|
|
13
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
4. Investments
During 2009, the Plans investments (including investments purchased, sold, as well as held during
the year) appreciated in fair value as follows:
|
|
|
|
|
|
|
Net Realized |
|
|
|
and Unrealized |
|
|
|
Appreciation in |
|
|
|
Fair Value of |
|
|
|
Investment |
|
Interest in investment trust |
|
$ |
316,015 |
|
Mutual funds |
|
|
211,222 |
|
Pooled separate accounts |
|
|
1,271,620 |
|
Common stock |
|
|
16,064,502 |
|
|
|
|
|
|
|
$ |
17,863,359 |
|
|
|
|
|
Investments that represent 5% of the fair value of the Plans net assets available for benefits are
as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
Invesco Stable Value Fund |
|
$ |
15,980,282 |
|
|
$ |
9,271,918 |
|
Cooper Tire & Rubber Company Common Stock |
|
|
16,754,142 |
|
|
|
7,590,275 |
|
Alliance Bernstein LP PTR Large Cap |
|
|
2,394,444 |
|
|
|
1,935,092 |
|
Allegiant Large Cap Value I Fund |
|
|
1,591,117 |
|
|
|
1,338,705 |
|
14
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
5. Investment Trust
At December 31, 2009 and 2008, the Invesco Stable Value Fund of the Plan was held in an Investment
Trust, which also combined similar investments of the other defined contribution plans sponsored by
the Company. Each participating retirement plan has an undivided interest in the Investment Trust.
The Plans interest in the Investment Trust was determined by the Plans relative asset value to
the Investment Trusts total asset value at the end of the year. Investment income was allocated to
the Plan based on its pro rata share in the net assets of the Investment Trust. These assets were
identified and allocated to each participating retirement plan.
At December 31, 2009 and 2008, the Plans interest in the net assets of the Investment Trust was
approximately 17.86% and 13.26%, respectively.
The following presents the fair value of the investments in the Investment Trust:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
Investments, at fair value: |
|
|
|
|
|
|
|
|
Fully benefit-responsive investment contracts |
|
$ |
89,603,636 |
|
|
$ |
69,916,026 |
|
|
|
|
Total assets, at fair value |
|
|
89,603,636 |
|
|
|
69,916,026 |
|
Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts |
|
|
(1,764,985 |
) |
|
|
2,445,925 |
|
|
|
|
Total assets |
|
$ |
87,838,651 |
|
|
$ |
72,361,951 |
|
|
|
|
Investment income for the Investment Trust for the year ended December 31, 2009, is as follows:
|
|
|
|
|
Interest and dividends |
|
$ |
2,588,559 |
|
Net appreciation in fair value of investments as
determined by the quoted market price: |
|
|
|
|
Investment contracts |
|
|
2,005,403 |
|
|
|
|
|
|
|
$ |
4,593,962 |
|
|
|
|
|
15
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
6. Fully Benefit-Responsive Investment Contracts
The Plan includes an account called the Invesco Stable Value Fund as an investment option available
to participants. This account is managed by Invesco Institutional (N.A.), Inc. The account is
credited with participant contributions plus earnings and charged for participant withdrawals and
administrative expenses.
Investments of the Invesco Stable Value Fund may periodically include Guaranteed Investment
Contracts (GICs), typically issued by insurance companies and which provide for guarantees of
interest and repayment of principal. An issuer of a GIC is contractually obligated to repay the
principal and a specified interest rate or interest rate index that is guaranteed to the Plan.
There are no reserves against contract value for credit risk of the contract issuer. The crediting
interest rate is based on a formula agreed upon with the issuer, but may not be less than 0%. Such
interest rates are reviewed and may be reset on a monthly basis.
The Fund also invests in synthetic GICs which are wrap contracts paired with an underlying
investment or investments, usually a portfolio, owned by the Plan, of high quality, intermediate
term fixed income securities. The Plan purchases wrapper contracts from financial services
institutions. Synthetic GICs credit a stated interest rate for a specified period of time.
Investment gains and losses are amortized over the expected duration through the calculation of the
interest rate applicable to the Plan on a prospective basis. Synthetic GICs provide for a variable
crediting rate, which typically resets at least quarterly, and the issuer of the wrap contract
provides assurance that future adjustments to the crediting rate cannot result in a crediting rate
less than zero. The crediting rate is primarily based on the current yield-to-maturity of the
covered investments, plus or minus amortization of the difference between the market value and
contract value of the covered investments over the duration of the covered investments at the time
of the computation. The crediting rate is most affected by the change in the annual effective
yield-to-maturity of the underlying securities, but is also affected by the difference between the
contract value and the market value of the covered investments. Depending on the change in duration
from reset period to reset period, the magnitude of the impact to the crediting rate of the
contract to market difference is heightened or lessened. The crediting rate can be adjusted
periodically and is usually adjusted either monthly or quarterly, but in no event is the crediting
rate less than zero.
16
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
6. |
|
Fully Benefit-Responsive Investment Contracts (continued) |
Certain events limit the ability of the Plan to transact at contract value with the insurance
company and the financial institution issuer. Such events include (1) amendments to the plan
documents (including complete or partial plan termination or merger with another plan), (2) changes
to the Plans prohibition on competing investment options or deletion of equity wash provisions,
(3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or
spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of
the trust to qualify for exemption from federal income taxes or any required prohibited transaction
exemption under ERISA. The plan administrator does not believe that the occurrence of any such
events that would limit the Plans ability to transact at contract value with participants is
probable.
GICs do not permit the insurance company to terminate the agreement prior to the scheduled maturity
date; however, the synthetic GICs generally impose conditions on both the Plan and the issuer. If
an event of default occurs and is not cured, the nondefaulting party may terminate the contract.
The following may cause the Plan to be in default:
|
|
|
A breach of material obligation under the contract |
|
|
|
A material misrepresentation |
|
|
|
A material amendment to the plan agreement |
The issuer may be in default if it breaches a material obligation under the investment contract,
makes a material misrepresentation or is acquired or reorganized and the successor issuer does not
satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of
an issuer, the Plan was unable to obtain a replacement investment contract, withdrawing
participants may experience losses if the value of the Plans assets no longer covered by the
contract is below contract value. The Plan may seek to add additional issuers over time to
diversify the Plans exposure to such risk, but there is no assurance the Plan may be able to do
so. The combination of the default of an issuer and an inability to obtain a replacement agreement
could render the Plan unable to achieve its objective of maintaining a stable contract value.
17
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
6. |
|
Fully Benefit-Responsive Investment Contracts (continued) |
The terms of an investment contract generally provide for settlement of payments only upon
termination of the contract or total liquidation of the covered investments. Generally, payments
will be made pro rata, based on the percentage of investments covered by each issuer. Contract
termination occurs whenever the contract value or market value of the covered investments reaches
zero or upon certain events of default. If the contract terminates due to issuer default, the
issuer will generally be required to pay to the Plan the excess, if any, of contract value over
market value on the date of termination. If a synthetic GIC terminates due to a decline in the
ratings of the issuer, the issuer may be required to pay to the Plan the cost of acquiring a
replacement contract (that is, replacement cost) within the meaning of the contract. If the
contract terminates when the market value equals zero, the issuer will pay the excess of contract
value over market value to the Plan to the extent necessary for the Plan to satisfy outstanding
contract value withdrawal requests. Contract termination also may occur by the Trust upon election
and notice. In certain limited circumstances, contract termination by the issuer may also occur but
with the Trust retaining the right to require that the contract will remain in force under original
terms over a period of time as underlying assets mature and are repaid.
As described in Note 2, because GICs and synthetic GICs are fully benefit-responsive, contract
value is the relevant measurement attribute for that portion of the net assets available for
benefits attributable to the GIC and synthetic GICs. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract value.
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
Average yields for GIC and synthetic GICs: |
|
|
|
|
|
|
|
|
Based on actual earning |
|
|
2.95 |
% |
|
|
6.87 |
% |
Based on interest rate credited to participants |
|
|
3.65 |
% |
|
|
4.13 |
% |
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated July 2,
2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification. The Plan
administrator has indicated that it will take the necessary steps, if any, to bring the Plans
operations into compliance with the Code.
18
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
7. |
|
Income Tax Status (continued) |
The Company participated in the IRSs Voluntary Correction Program to correct some noncompliance
matters related to the handling of hardship distributions. In connection with this Program, the
Company filed a corrective action plan with the IRS. In May 2009 the Company received notification
that the IRS accepted the corrective action plan.
8. Related-Party Transactions
Certain Plan investments are units of pooled separate accounts managed by the trustee, Principal
Financial Group, and, therefore, these transactions qualify as party-in-interest transactions. In
addition, the Plan investments include the Plan Sponsors common stock. There have been no known
prohibited transactions with a party-in-interest.
9. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the fair value of
investment securities will occur in the near term and such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
19
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
Notes to Financial Statements (Continued)
10. Reconciliation of Form 5500 to Net Assets Available for Benefits, at Contract Value
Form 5500 reports net assets at fair value and the financial statements report at contract value.
The following is a reconciliation of net assets available for benefits.
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
Net assets available for benefits, Form 5500 |
|
$ |
45,330,635 |
|
|
$ |
24,977,967 |
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
(315,257 |
) |
|
|
324,366 |
|
|
|
|
Net assets available for benefits, at contract value |
|
$ |
45,015,378 |
|
|
$ |
25,302,333 |
|
|
|
|
The following is a reconciliation of net additions to net assets available for benefits:
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
Net increase in assets, Form 5500 |
|
$ |
20,333,128 |
|
Adjustments from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
(639,623 |
) |
Transfers to this Plan |
|
|
19,540 |
|
|
|
|
|
Total net increase in net assets available for benefits,
per the financial statements |
|
$ |
19,713,045 |
|
|
|
|
|
20
Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Texarkana)
EIN #34-4297750 Plan #012
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2009
|
|
|
|
|
|
|
|
|
Description of Investment |
|
|
|
Identity of Issue, |
|
Including Maturity Date, |
|
|
|
Borrower, Lessor, or |
|
Rate of Interest, Collateral, |
|
Current |
|
Identity of Issue |
|
Par, or Maturity Value |
|
Value |
|
|
Common Stock: |
|
|
|
|
|
|
*Cooper Tire & Rubber Company |
|
835,618 shares, Cooper Tire & Rubber Company stock |
|
$ |
16,754,142 |
|
Investment Trust: |
|
|
|
|
|
|
Invesco |
|
14,401,974 shares, Stable Value Fund |
|
|
15,980,282 |
|
|
|
|
|
|
|
|
Pooled Separate Accounts: |
|
|
|
|
|
|
Alliance Bernstein LP |
|
210,598 shares, Large Cap Value III |
|
|
2,394,444 |
|
Turner Investment Partners |
|
57,437 shares, Midcap Growth III |
|
|
712,288 |
|
Fidelity |
|
19,341 shares, International I |
|
|
593,625 |
|
Columbus Circle Investors |
|
24,903 shares, Large Cap Growth |
|
|
553,044 |
|
|
|
2,194 shares, Mid Cap Growth |
|
|
39,129 |
|
T. Rowe Price |
|
18,063 shares, Large Cap Growth I |
|
|
167,745 |
|
PIMCO |
|
12,797 shares, Core Plus Bond I |
|
|
144,724 |
|
Am Century |
|
6,750 shares, Large Cap Growth II |
|
|
62,475 |
|
Goldman Sachs Asset Mgmt. |
|
1,241 shares, Midcap Value I |
|
|
36,870 |
|
*Principal Global Investors |
|
13,263 shares, Principal International Emerging Markets |
|
|
650,146 |
|
|
|
10,043 shares, Principal Large Cap S&P 500 Index |
|
|
467,331 |
|
|
|
31,378 shares, Principal Lifetime 2020 |
|
|
448,696 |
|
|
|
28,097 shares, Principal Lifetime 2030 |
|
|
394,068 |
|
|
|
6,576 shares, Principal Diversified International |
|
|
325,638 |
|
|
|
19,665 shares, Principal Lifetime 2040 |
|
|
275,472 |
|
|
|
13,413 shares, Principal Lifetime 2010 |
|
|
186,090 |
|
|
|
216 shares, Principal Bond and Mortgage |
|
|
181,461 |
|
|
|
6,818 shares, Principal Mid Cap
S&P 400 Index |
|
|
137,418 |
|
|
|
6,225 shares, Principal Lifetime 2050 |
|
|
83,668 |
|
|
|
2,783 shares, Principal Lifetime STR INC |
|
|
38,254 |
|
|
|
1,829 shares, Principal Small Cap
S&P 600 Index |
|
|
36,848 |
|
|
|
349 shares, Principal Small Cap Value |
|
|
11,649 |
|
*Principal Real Estate |
|
316 shares, Principal U.S. Property |
|
|
135,385 |
|
|
|
1,281 shares, Principal Real Estate |
|
|
26,106 |
|
|
|
|
|
|
|
|
*Participant loans |
|
Interest rates ranging from 3.25% to 9.29%, latest maturity date December 2014 |
|
|
1,827,864 |
|
|
|
|
|
|
|
|
Mutual Fund: |
|
|
|
|
|
|
Allegiant Asset Management Co. |
|
128,835 shares, Allegiant Large Cap Value I Fund |
|
|
1,591,117 |
|
|
|
|
|
|
|
|
|
|
|
$ |
44,255,979 |
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest to the Plan. |
21