8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):					February 24, 2020
Cooper Tire & Rubber Company
(Exact name of registrant as specified in its charter)
Delaware			001-04329		34-4297750
(State or other jurisdiction of incorporation)			(Commission File Number)		(I.R.S Employer Identification No.)
701 Lima Avenue,	Findlay,	Ohio	419-	423-1321	45840
(Address of principal executive offices)			(Registrant's telephone number)		(Zip Code)
			Not Applicable
			(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1 par value per share			CTB		New York Stock Exchange
(Title of Each Class)			(Trading Symbol)		(Name of Each Exchange on which Registered)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 24, 2020, Cooper Tire & Rubber Company (the "Company") issued a press release reporting its financial results for the fourth quarter and full-year 2019. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On February 24, 2020, the Company posted a summary slide presentation regarding fourth quarter and full year 2019 (the “Slide Presentation”) on its corporate website. A copy of the Slide Presentation is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated February 24, 2020

99.2 Slide Presentation regarding fourth quarter and full year 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	Cooper Tire & Rubber Company
February 24, 2020	By: /s/ Jack Jay McCracken
	Name: Jack Jay McCracken
	Title: Vice President, Assistant General Counsel & Assistant Secretary

EX-99.1

NEWS

____________________________________________________________________________________________________________________________________________

Cooper Tire & Rubber Company Reports

Fourth Quarter and Full Year 2019 Results

FINDLAY, Ohio, Feb. 24, 2020 – Cooper Tire & Rubber Company (NYSE: CTB) today reported full year 2019net income of $96 million, or diluted earnings per share of $1.91, compared with $77 million, or $1.51 per share, last year.

Full Year 2019 Highlights

• Unit volume decreased 3.9 percentcompared to 2018.

• Net sales were $2.75 billion compared to $2.81 billion the prior year.

• Operating profit was $174 million, or 6.3 percentof net sales, compared to $165 million, or 5.9 percent of net sales, in 2018. 

Fourth Quarter Highlights

• Unit volume decreased 2.6 percent compared to the fourth quarter of 2018.

• Net sales decreased 2.6 percent to $750 million.

• Operating profit was $64 million, or 8.5 percent of net sales, compared to $25 million, or 3.2 percent of net sales, in 2018. 

• Net income was $51 million, or $1.02 per share.

“Cooper has made a great deal of progress on the strategic initiatives we outlined at our May 2018 Investor Day,” said President & Chief Executive Officer Brad Hughes. “With a focus on the consumer, we have continued to execute a physical and e-commerce retail expansion effort that now has Cooper products available in the top five tire retailers in the U.S.  We have improved our product mix through a continued focus on high value-add tires, forged ahead into the original equipment (OE) space with Mercedes-Benz as a key customer, and delivered a strong cadence of compelling new products. To enhance the competitiveness of our global manufacturing footprint, we shifted production from our Melksham facility to other lower cost plants, acquired full ownership of our Mexico facility to further develop the full potential of the plant, and opened a new truck and bus radial tire (TBR) joint venture plant in Asia. In addition, we have enhanced our TBR tire business by launching the Cooper brand, which won key OE fitments with Blue Bird school buses. Cooper is also building out a digital marketing capability and increasing brand awareness through a new advertising campaign. 

“Our teams around the globe are aligned in executing our strategic plan and delivered improved operating profit and operating profit margin, as well as increased cash flows in 2019, allowing us to continue to fund our strategic initiatives. All of this was achieved in the face of net new tariffs and restructuring costs resulting from our footprint actions.

“Focusing on the fourth quarter, our operating results were in line with our expectations. Operating profit margin improved on both a year-over-year and sequential basis. We saw volume declines in all regions as global tire markets continued to be affected by unfavorable economic and political factors. Yet, in our core U.S. market, light vehicle tire volume was in line with the industry, and in Asia, third party sales were up compared to last year. We have the momentum to continue to make even greater progress on our strategic initiatives and derive even more positive results in 2020. It’s an exciting time of positive transformation at Cooper, and we look forward to building on what we have achieved to deliver value in 2020 and beyond.”

-more-

Cooper Q4 and Full Year 2019—2

Consolidated Results

Cooper Tire	Q4 2019 ($M)			Q4 2018 ($M)			Change		2019 ($M)			2018 ($M)			Change
Net Sales	$	750		$	770		(2.6	%)	$	2,753		$	2,808		(2.0	%)
Operating Profit	$	64		$	25		156.0	%	$	174		$	165		5.5	%
Operating Margin	8.5		%	3.2		%	5.3	ppts.	6.3		%	5.9		%	0.4	ppts.

Fourth quarter net sales were $750 million compared with $770 million in the fourth quarter of 2018, a decrease of 2.6 percent. Fourth quarter net sales were negatively impacted by $20 millionof lower unit volume. Operating profit was $64 million compared with $25 million in the fourth quarter of 2018. Key drivers included:

• $34 million benefit from non-recurrence of a goodwill impairment charge in the fourth quarter of 2018.

• $10 million favorable net tariff impact, which included a $20 million benefit from duty drawbacks, partially offset by $10 million of higher costs related to new tariffs on products imported into the United States from China compared to the same period a year ago.

• $24 million of favorable raw material costs (excluding the new tariffs) and $1 million of favorable price and mix.

• $19 million of higher manufacturing costs, $3 million of lower volume, $3 million of higher product liability expense and $5 million of higher other costs.

Cooper's fourth quarter raw material index decreased 9.3 percent compared to the fourth quarter of 2018. The raw material index decreased 4.6 percent sequentially from 157.1 in the third quarter of 2019 to 149.8 in the fourth quarter of 2019.

The effective tax rate for the fourth quarter was (19.3) percent compared with 96.3 percent for the same period the prior year. The tax rate for the fourth quarter of 2019 included a $19 million discrete tax benefit resulting from planning actions involving the company's European tax structure. Excluding this discrete tax item, the effective tax rate would have been 22.7 percent in the fourth quarter of 2019. Excluding the goodwill impairment charge in the fourth quarter of 2018, the effective tax rate would have been 25.2 percent.

At the end of the fourth quarter, Cooper had $391 million in unrestricted cash and cash equivalents compared with $356 million at the end of the fourth quarter of 2018. Capital expenditures in the fourth quarter were $47 million, compared with $49 million in the same period a year ago. Full year capital expenditures were $203 million, which included investments in Serbia, compared with $193 million in the same period a year ago. In addition, during 2019, the company invested $49 million in ACTR Company Limited, its new joint venture with Sailun Vietnam.

Cooper generated a return on invested capital of 8.0 percent for the trailing four quarters.

Americas Tire Operations

Americas Tire Operations	Q4 2019 ($M)			Q4 2018 ($M)			Change		2019 ($M)			2018 ($M)			Change
Net Sales	$	655		$	664		(1.4%)		$	2,354		$	2,363		(0.4	%)
Operating Profit	$	84		$	70		19.6%		$	238		$	230		3.5	%
Operating Margin	12.9		%	10.6		%	2.3	ppts.	10.1		%	9.7		%	0.4	ppts.

-more-

Cooper Q4 and Full Year 2019—3

Fourth quarter net sales in the Americas segment decreased 1.4 percent as a result of $15 million of lower unit volume, partially offset by $5 million of favorable price and mix and $1 million of favorable foreign currency impact. For the quarter, segment unit volume was down 2.2 percent compared to the same period a year ago.

Cooper’s fourth quarter total light vehicle tire shipments in the U.S. decreased 0.1 percent. The U.S. Tire Manufacturers Association (USTMA) reported that its member shipments of light vehicle tires in the U.S. were flat. Total industry shipments (including an estimate for non-USTMA members) increased 0.1 percent for the period.

Fourth quarter operating profit was $84 million, or 12.9 percent of net sales, compared with $70 million, or 10.6 percent of net sales, for the same period in 2018. Operating profit included $2 million of favorable price and mix, $16 million of favorable raw material costs (excluding the new tariffs), and $1 million of favorable SG&A. The quarter also included $10 million favorable net tariff impact resulting from a $20 million benefit from duty drawbacks, partially offset by $10 million of higher costs related to new tariffs. This was partially offset by $11 million of unfavorable manufacturing, $3 million of higher product liability expense, and $1 million of lower volume compared to the same period a year ago.

International Tire Operations

International Tire Operations	Q4 2019 ($M)			Q4 2018 ($M)			Change		2019 ($M)			2018 ($M)			Change
Net Sales	$	119		$	149		(20.1%)		$	534		$	641		(16.7	%)
Operating Loss	$	(6	)	$	(33	)	82.1	%	$	(13	)	$	(14	)	4.7	%
Operating Margin	(5.0		%)	(22.2		)%	17.2	ppts.	(2.5		)%	(2.2		)%	(0.3	) ppts.

Fourth quarter net sales in the International segment decreased 20.1 percent as a result of $25 million of lower unit volume, $3 million of unfavorable price and mix and $2 millionof unfavorable foreign currency impact. Segment unit volume decreased 16.9 percent driven primarily by lower intercompany shipments.

The segment's fourth quarter operating loss was $6 million compared with an operating loss of $33 million in the fourth quarter of 2018. The quarter included $7 million of favorable raw material costs, offset by $8 million of manufacturing, $2 million of volume, $1 million of price and mix, $1 million of restructuring and $2 millionof other costs compared to the same period a year ago. The fourth quarter of 2018 also included a $34 million goodwill impairment charge, positively impacting the year-over-year comparison.

Outlook

“We are optimistic about 2020 as our business model remains strong and our strategic initiatives continue to gain momentum," said Hughes.

Full year 2020 expectations include:

• A modest global unit volume increase compared to 2019, including in the U.S.

• Operating profit margin that improves during the year, with the second half better than the first half, and the full year exceeding 2019.

• An effective tax rate, excluding significant discrete items, of approximately 25 percent.

• Capital expenditures that will range between $260 and $280 million. This includes investments in Serbia and Mexico.

-more-

Cooper Q4 and Full Year 2019—4

Management anticipates first half 2020 operating profit margin to be impacted by typical seasonality and certain unique items which are included in the full year outlook:

• Approximately $10 million of restructuring charges related to the transition at the company's Mexico manufacturing facility, which will occur primarily in the first quarter of 2020.

• Higher manufacturing costs in Latin America, Europe and Asia related to both market conditions and the company's footprint actions.

• Higher SG&A expenses, including the impact of the timing of advertising spend.

Expectations do not include tariff rate changes or additional tariffs that continue to be considered, but have not yet been imposed. The outlook for 2020 also does not include the impact of the coronavirus. 

Fourth Quarter and Full Year 2019 Conference Call Today at 10 a.m. Eastern

Management will discuss the financial and operating results for the fourth quarter and full year, as well as the company’s business outlook, on a conference call for analysts and investors today at 10 a.m. EST. The call may be accessed on the investor relations page of the company’s website at http://coopertire.com/Investors.aspx or at https://services.choruscall.com/links/ctb200224.html.Following the conference call, the webcast will be archived and available for 90 days at these websites.

A summary slide presentation of information related to the quarter is posted on the company's website at http://investors.coopertire.com/Quarterly-Results.

Forward-Looking Statements

This release contains what the company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections, expectations or matters the company anticipates may happen with respect to the future performance of the industries in which it operates, the economies of the U.S. and other countries, or the performance of the company itself, which involve uncertainty and risk. Such forward-looking statements are generally, though not always, preceded by

words such as “anticipates,” “expects,” “will,” “should,” “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of the company’s current views and perceptions of future events, and there can be no assurance that such statements will prove to be true.

It is possible that actual results may differ materially from projections or expectations due to a variety of factors, including, but not limited to:

• volatility in raw material and energy prices, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources;

• the failure of the company’s suppliers to timely deliver products or services in accordance with contract specifications;

• changes to tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on tires, raw materials or manufacturing equipment which the company uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the U.S. from China or other countries;

• the impact of labor problems, including labor disruptions at the company, its joint ventures, or at one or more of its large customers or suppliers;

• changes in economic and business conditions in the world, including changes related to the United Kingdom’s decision to withdraw from the European Union;

• the inability to obtain and maintain price increases to offset higher production, tariffs, raw material or energy costs;

• pandemics, such as a coronavirus, and the related impact on the company's operations, distribution channels, customers and suppliers;

• a disruption in, or failure of, the company’s information technology systems, including those related to cybersecurity, could adversely affect the company’s business operations and financial performance;

• increased competitive activity, including actions by larger competitors or lower-cost producers;

• the failure to achieve expected sales levels;

-more-

Cooper Q4 and Full Year 2019—5

• changes in the company’s customer or supplier relationships or distribution channels, including the write-off of outstanding accounts receivable or loss of particular business for competitive, credit, liquidity, bankruptcy, restructuring or other reasons;

• the failure to develop technologies, processes or products needed to support consumer demand or changes in consumer behavior, including changes in sales channels;

• the costs and timing of restructuring actions and impairments or other charges resulting from such actions, including restructuring and related actions in Europe and at the company's manufacturing facility in Mexico, after the company's purchase of the remaining noncontrolling interest in such facility in January, or from adverse industry, market or other developments;

• consolidation or other cooperation by and among the company’s competitors or customers;

• inaccurate assumptions used in developing the company’s strategic plan or operating plans, or the inability or failure to successfully implement such plans or to realize the anticipated savings or benefits from strategic actions;

• risks relating to investments and acquisitions, including the failure to successfully integrate them into operations or their related financings may impact liquidity and capital resources;

• the ultimate outcome of litigation brought against the company, including product liability claims, which could result in commitment of significant resources and time to defend and possible material damages against the company or other unfavorable outcomes;

• the failure to successfully ramp up production at the company's new ACTR joint venture to produce TBR tires according to plans, and the ability to find and develop alternative sources for TBR products;

• government regulatory and legislative initiatives including environmental, healthcare, privacy and tax matters;

• volatility in the capital and financial markets or changes to the credit markets and/or access to those markets;

• changes in interest or foreign exchange rates or the benchmarks used for establishing the rates;

• an adverse change in the company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit markets;

• failure to implement information technologies or related systems, including failure by the company to successfully implement ERP systems;

• the risks associated with doing business outside of the U.S.;

• technology advancements;

• the inability to recover the costs to refresh existing products or develop and test new products or processes;

• failure to attract or retain key personnel;

• changes in pension expense and/or funding resulting from the company’s pension strategy, investment performance of the company’s pension plan assets and changes in discount rate or expected return on plan assets assumptions, changes to participant behavior, or changes to related accounting regulations;

• changes in the company’s relationship with its joint venture partners or suppliers, including any changes with respect to its former PCT joint venture's production of TBR products;

• tax-related issues, including the ability to support certain tax positions, the impact of tax reform legislation and the inability to utilize deferred tax assets;

• a variety of factors, including market conditions, may affect the actual amount expended on stock repurchases; the company’s ability to consummate stock repurchases; changes in the company’s results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of stock repurchases, which may occur at any time;

• the inability to adequately protect the company’s intellectual property rights.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this release are based on certain assumptions and analyses made by the company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected.

-more-

Cooper Q4 and Full Year 2019—6

The company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. Further information covering issues that could materially affect financial performance is contained in the company’s filings with the U.S. Securities and Exchange Commission (“SEC”).

Non-GAAP Financial MeasuresThis press release includes non-GAAP financial measures as defined under SEC rules.  Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with generally accepted accounting principles (“GAAP”).  The company’s methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures.  Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies.  As required by SEC rules, detailed reconciliations between the company’s GAAP and non-GAAP financial results are provided on the attached schedule.  The company uses an adjusted provision for income taxes to evaluate the performance of the company's operations exclusive of items affecting comparability of results from period to period. The company believes that information about the provision for income taxes exclusive of these items is useful to investors, particularly where the impact of the excluded items is significant in relation to reported earnings, because the measure allows for the comparability between periods of the operating performance of the company's business and allows investors to evaluate the impact of the excluded items separately from the impact of the operations of the business. The company believes return on invested capital (“ROIC”) provides additional insight for analysts and investors in evaluating the company’s financial and operating performance.  The company defines ROIC as the trailing four quarters’ after tax operating profit, utilizing the company’s adjusted effective tax rate, divided by the total invested capital, which is the average of ending debt and equity for the last five quarters.  The company believes ROIC is a useful measure of how effectively the company uses capital to generate profits.

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company (NYSE: CTB) is the parent company of a global family of companies that specializes in the design, manufacture, marketing and sale of passenger car, light truck, medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design operations within its family of companies located in more than one dozen countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.

Investor Contact:                        Media Contact:

Jerry Bialek                            Anne Roman

419.424.4165                            419.429.7189

investorrelations@coopertire.com                    alroman@coopertire.com

###

Cooper Tire & Rubber Company
Consolidated Statements of Income
(Dollar amounts in thousands except per share amounts)
	Three Months Ended December 31,
	(Unaudited)						Twelve Months Ended December 31,
	2019			2018			2019			2018
Net sales	$	750,212		$	770,487		$	2,752,639		$	2,808,062
Cost of products sold	618,688			645,849			2,319,349			2,364,769
Gross profit	131,524			124,638			433,290			443,293
Selling, general and administrative expense	66,599			65,985			250,017			244,221
Restructuring expense	1,342			—			8,818			—
Goodwill impairment charge	—			33,827			—			33,827
Operating profit	63,583			24,826			174,455			165,245
Interest expense	(7,590		)	(8,142		)	(31,189		)	(32,181		)
Interest income	2,571			3,514			9,458			10,216
Other pension and postretirement benefit expense	(13,355		)	(6,921		)	(41,567		)	(27,806		)
Other non-operating expense	(892		)	(1,288		)	(1,485		)	(1,416		)
Income before income taxes	44,317			11,989			109,672			114,058
Income tax (benefit) provision	(8,554		)	11,550			11,355			33,495
Net income	52,871			439			98,317			80,563
Net income attributable to noncontrolling shareholders' interests	1,612			858			1,913			3,977
Net income attributable to Cooper Tire & Rubber Company	$	51,259		$	(419	)	$	96,404		$	76,586
Earnings per share:
Basic	$	1.02		$	(0.01	)	$	1.92		$	1.52
Diluted	$	1.02		$	(0.01	)	$	1.91		$	1.51
Weighted average shares outstanding (000s):
Basic	50,189			50,073			50,159			50,350
Diluted	50,420			50,344			50,378			50,597
Segment information:
Net Sales
Americas Tire	$	654,526		$	664,138		$	2,353,726		$	2,362,646
International Tire	119,434			149,492			534,003			640,976
Eliminations	(23,748		)	(43,143		)	(135,090		)	(195,560		)
Operating profit (loss):
Americas Tire	$	84,209		$	70,432		$	237,753		$	229,500
International Tire	(5,924		)	(33,124		)	(13,390		)	(14,044		)
Unallocated corporate charges	(15,186		)	(13,376		)	(49,968		)	(51,564		)
Eliminations	484			894			60			1,353

Cooper Tire & Rubber Company
Condensed Consolidated Balance Sheets
(Dollar amounts in thousands)
	December 31,
	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	391,332	$	356,254
Notes receivable	535		5,737
Accounts receivable	544,257		546,905
Inventories	464,221		479,980
Other current assets	52,635		67,856
Total current assets	1,452,980		1,456,732
Property, plant and equipment, net	1,047,242		1,001,921
Operating lease right-of-use assets, net	80,752		—
Goodwill	18,851		18,851
Intangibles, net	111,356		120,321
Deferred income tax assets	29,336		28,146
Investment in joint venture	48,912		—
Other assets	12,909		8,234
Total assets	$	2,802,338	$	2,634,205
Liabilities and Equity
Current liabilities:
Notes payable	$	12,296	$	15,288
Accounts payable	276,732		286,671
Accrued liabilities	302,477		282,650
Income taxes payable	2,304		975
Current portion of long-term debt and finance leases	10,265		174,760
Total current liabilities	604,074		760,344
Long-term debt and finance leases	309,148		121,284
Noncurrent operating leases	55,371		—
Postretirement benefits other than pensions	227,216		236,454
Pension benefits	126,707		147,950
Other long-term liabilities	149,065		135,730
Deferred income tax liabilities	3,024		—
Total parent stockholders' equity	1,264,625		1,172,043
Noncontrolling shareholders' interests in consolidated subsidiaries	63,108		60,400
Total liabilities and equity	$	2,802,338	$	2,634,205

Cooper Tire & Rubber Company
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
	Twelve Months Ended December 31,
	2019			2018
Operating activities:
Net income	$	98,317		$	80,563
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	148,054			147,161
Deferred income taxes	1,746			30,519
Stock-based compensation	4,362			4,852
Change in LIFO inventory reserve	2,548			(3,026		)
Amortization of unrecognized postretirement benefits	36,446			36,662
Goodwill impairment charge	—			33,827
Changes in operating assets and liabilities:
Accounts and notes receivable	8,980			(19,729		)
Inventories	14,355			27,438
Other current assets	15,261			(2,080		)
Accounts payable	9,809			10,646
Accrued liabilities	(4,517		)	7,635
Pension and postretirement benefits	(49,714		)	(77,883		)
Other items	4,946			(18,147		)
Net cash provided by operating activities	290,593			258,438
Investing activities:
Additions to property, plant and equipment and capitalized software	(202,722		)	(193,299		)
Investment in joint venture	(49,001		)	—
Proceeds from the sale of assets	119			160
Net cash used in investing activities	(251,604		)	(193,139		)
Financing activities:
Issuances of short-term debt	12,296			15,288
Repayment of short-term debt	(15,288		)	(39,450		)
Issuance of long-term debt	200,000			—
Repayment of long-term debt and finance lease obligations	(177,251		)	(1,395		)
Payment of financing fees	(2,207		)	(1,230		)
Repurchase of common stock	—			(30,183		)
Payments of employee taxes withheld from share-based awards	(1,376		)	(2,111		)
Payment of dividends to Cooper Tire & Rubber Company stockholders	(21,068		)	(21,138		)
Issuance of common shares related to stock-based compensation	232			306
Net cash used in financing activities	(4,662		)	(79,913		)
Effects of exchange rate changes on cash	552			554
Net change in cash, cash equivalents and restricted cash	34,879			(14,060		)
Cash, cash equivalents and restricted cash at beginning of period	378,246			392,306
Cash, cash equivalents and restricted cash at end of period	$	413,125		$	378,246
Cash and cash equivalents	$	391,332		$	356,254
Restricted cash included in Other current assets	20,305			19,967
Restricted cash included in Other assets	1,488			2,025
Total cash, cash equivalents and restricted cash	$	413,125		$	378,246

Cooper Tire & Rubber Company
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(Dollar amounts in thousands)
ADJUSTED PROVISION FOR INCOME TAXES
	Three Months Ended December 31, 2019
	Income before income taxes		Income tax (benefit) provision			Effective tax rate
Reported (GAAP)	$	44,317	$	(8,554	)	(19.3	)%
Income tax overlay	—		18,606			—
Adjusted (Non-GAAP)	$	44,317	$	10,052		22.7	%
	Year Ended December 31, 2019
	Income before income taxes		Income tax provision			Effective tax rate
Reported (GAAP)	$	109,672	$	11,355		10.4	%
Income tax overlay	—		18,606			—
Adjusted (Non-GAAP)	$	109,672	$	29,961		27.3	%
	Three Months Ended December 31, 2018
	Income before income taxes		Income tax provision			Effective tax rate
Reported (GAAP)	$	11,989	$	11,550		96.3	%
Goodwill impairment charge	33,827		—			—
Adjusted (Non-GAAP)	$	45,816	$	11,550		25.2	%
	Year Ended December 31, 2018
	Income before income taxes		Income tax provision			Effective tax rate
Reported (GAAP)	$	114,058	$	33,495		29.4	%
Goodwill impairment charge	33,827		—			—
Adjusted (Non-GAAP)	$	147,885	$	33,495		22.6	%

RETURN ON INVESTED CAPITAL (ROIC)
	Trailing Four Quarters Ended December 31, 2019
Calculation of ROIC							Calculation of Net Interest Tax Effect
Operating profit				$	174,455		Adjusted (Non-GAAP) provision for income taxes (c)						$	29,961
Adjusted (Non-GAAP) effective tax rate	27.3		%				Income before income taxes (d)						$	109,672
Income tax expense on operating profit	47,659						Adjusted (Non-GAAP) effective income tax rate (c)/(d)						27.3		%
Adjusted operating profit after taxes (a)				126,796
Total invested capital (b)				$	1,582,749
ROIC, including noncontrolling equity (a)/(b)				8.0		%
Calculation of Invested Capital (five quarter average)	Equity			Long-term debt and finance leases			Current portion of long-term debt and finance leases		Notes payable		Total invested capital
December 31, 2019	$	1,327,733		$	309,148		$	10,265	$	12,296	$	1,659,442
September 30, 2019	1,268,463			120,657			173,578		16,188		1,578,886
June 30, 2019	1,254,026			120,624			173,766		19,656		1,568,072
March 31, 2019	1,248,218			121,305			173,974		20,074		1,563,571
December 31, 2018	1,232,443			121,284			174,760		15,288		1,543,775
Five quarter average	$	1,266,177		$	158,604		$	141,269	$	16,700	$	1,582,749

EX-99.2

Company Update Fourth Quarter and Full Year 2019 February 24, 2020

Safe Harbor Statement This presentation contains what the company believes are forward-looking statements related to future financial results and business operations for Cooper Tire & Rubber Company. Actual results may differ materially from current management forecasts and projections as a result of factors over which the company may have limited or no control. Information on certain of these risk factors and additional information on forward-looking statements are included in the company’s reports on file with the Securities and Exchange Commission and set forth at the end of this presentation. 2

Available Information You can find Cooper Tire on the web at coopertire.com. Our company webcasts earnings calls and presentations from certain events that we participate in or host on the investor relations portion of our website (http://coopertire.com/investors.aspx). In addition, we also make available a variety of other information for investors on the site. Our goal is to maintain the investor relations portion of the website as a portal through which investors can easily find or navigate to pertinent information about Cooper Tire, including: • our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material or furnish it to the Securities and Exchange Commission (“SEC”); • information on our business strategies, financial results and selected key performance indicators; • announcements of our participation at investor conferences and other events; • press releases on quarterly earnings, product and service announcements and legal developments; • corporate governance information; and • other news and announcements that we may post from time to time that investors may find relevant. The content of our website is not intended to be incorporated by reference into this presentation or in any report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only. 3

Three Months Ended December 31, 2019 Financial Performance Highlights (millions USD, except EPS) Change from Prior Net Sales by Segment Q4 2019 Q4 2018 Year Americas Tire $ 655 $ 664 (1.4%) International Tire 119 149 (20.1%) Eliminations (24) (43) 45.0% Total Company $ 750 $ 770 (2.6%) Operating Profit (Loss) by Segment OP % OP % Americas Tire $ 84 12.9 $ 70 10.6 $ 14 International Tire (6) (5.0) (33) (22.2) 27 Unallocated Corporate Charges (15) (13) (2) Eliminations — 1 (1) Total Company $ 64 8.5 $ 25 3.2 $ 39 Earnings (loss) per share, diluted $ 1.02 $ (0.01) $ 1.03 Cash and cash equivalents $ 391 $ 356 $ 35 Amounts are unaudited and may not add due to rounding. 4

Twelve Months Ended December 31, 2019 Financial Performance Highlights (millions USD, except EPS) Change Full Year Full Year from Prior Net Sales by Segment 2019 2018 Year Americas Tire $ 2,354 $ 2,363 (0.4)% International Tire 534 641 (16.7)% Eliminations (135) (196) 30.9 % Total Company $ 2,753 $ 2,808 (2.0)% Operating Profit (Loss) by Segment OP % OP % Americas Tire $ 238 10.1 $ 230 9.7 $ 8 International Tire (13) (2.5) (14) (2.2) 1 Unallocated Corporate Charges (50) (52) 2 Eliminations — 1 (1) Total Company $ 174 6.3 $ 165 5.9 $ 9 Earnings per share, diluted $ 1.91 $ 1.51 $ 0.40 Cash and cash equivalents $ 391 $ 356 $ 35 Amounts may not add due to rounding. 5

Operating Profit Walk Total Company 2018 to 2019 ($ millions) $9 $350 52 $300 64 $250 (32) 34 (27) $200 (26) 174 165 (23) (9) (6) $150 (18) $116 $100 Net Price/Mix vs. Raw Materials $50 $0 t * r t fi e g ix e g ty * A e fi g in m in li g & ro r /M t * r i n th ro a d fs e e k lu u b i G P h lu if c n c o t a r S O P g C c r i , a V c i tu g n t x a r s b a L c n ti n e T P ff w f t ti a e , i a u c ru a r s w r r n u t r e m l e a D a d s e p ir a T o e p a ri N y M r R O e e w t P O 8 p t h e u 9 1 Im a t N D 1 0 l M f 0 2 il o 2 w w d a o R o G Amounts are unaudited and may not add due to rounding. * Truck and Bus Radial (TBR) tires imported into the U.S. from China became subject to 42.16% of AD/CVD tariffs implemented on February 15, 2019. All tires, as well as raw materials and tire-manufacturing equipment, imported into the U.S. from China became subject to 10% tariffs pursuant to Section 301 of the Trade Act of 1974 in September 2018. This rate was increased to 25% on May 10, 2019. In Q4 2019, the Company recorded $20 million of benefit from duty drawback claims filed for the period 2015-2019 under the Modernized Drawback Final Rule. ** Restructuring charges related primarily to Cooper Tire Europe's decision to cease light vehicle tire production at its U.K. facility. 6

Operating Profit Walk Americas Tire Operations 2018 to 2019 ($ millions) $8 63 $350 $300 50 (32) (23) 238 $250 230 (19) (11) (7) (13) $200 $150 $113 $100 Net Price/Mix vs. Raw Materials $50 $0 t r t fi g ix ty e A g e fi o in M * li m & in h o r d s / t k i u G r t r P u ff e e c b l tu O P l i ic n a ia o S g c r r , b L V c g in x a P fs t fa in t e T if w c u t ra , w r ra u n ra e ls e a d a e a T D o p ri N y r M p O e e w t P O 8 t h e u 9 1 a t N D 1 0 M f 0 2 o 2 w a R Amounts are unaudited and may not add due to rounding. * Truck and Bus Radial (TBR) tires imported into the U.S. from China became subject to 42.16% of AD/CVD tariffs implemented on February 15, 2019. All tires, as well as raw materials and tire-manufacturing equipment, imported into the U.S. from China became subject to 10% tariffs pursuant to Section 301 of the Trade Act of 1974 in September 2018. This rate was increased to 25% on May 10, 2019. In Q4 2019, the Company recorded $20 million of benefit from duty drawback claims filed for the period 2015-2019 under the Modernized Drawback Final Rule. 7

Operating Profit Walk International Tire Operations ($ millions) 2018 to 2019 $1 $50 15 2 $25 34 (8) (18) $0 $7 Net Price/Mix vs. Raw (11) Materials (9) (14) (4) (13) -$25 * r s e ls ix A g e g e s s rg a & in m n h s o a ri /M r u i t o L e e G u l r O L g h t c S t o tu g n C a ri c V c n ti t M P fa u ti a n u tr a r e w n s r e m a a e e p ir R p O a M R O 8 p 9 1 Im 1 0 l 0 2 il 2 w d o o G Amounts are unaudited and may not add due to rounding. * Restructuring charges related primarily to Cooper Tire Europe's decision to cease light vehicle tire production at its U.K. facility. 8

Operating Profit Walk Total Company Q4 2018 to Q4 2019 ($ millions) $39 $100 10 24 1 $75 64 34 (19) (3) (3) (1) (4) $50 $25 25 Net Price/Mix vs. $25 Raw Materials $0 t r t fi e g ix g e ty g fi g n n li n e ro r i /M t * ri m i ri th ro a d fs e e k u lu b u P h lu if n c t o a t O P g C c r ic , a c V i c g n t x a r s b a L u n ti n e T P ff w f t tr ti a e , i a u c s a r s w r r n u r e m l e a D a d e e p ir a T o R p a ri N y M r O e e w t P O 8 p t h e u 9 1 Im a t N D 1 0 l M f 0 2 il o 2 w w d a o R o G Amounts are unaudited and may not add due to rounding. * Truck and Bus Radial (TBR) tires imported into the U.S. from China became subject to 42.16% of AD/CVD tariffs implemented on February 15, 2019. All tires, as well as raw materials and tire-manufacturing equipment, imported into the U.S. from China became subject to 10% tariffs pursuant to Section 301 of the Trade Act of 1974 in September 2018. This rate was increased to 25% on May 10, 2019. In Q4 2019, the Company recorded $20 million of benefit from duty drawback claims filed for the period 2015-2019 under the Modernized Drawback Final Rule. 9

Operating Profit Walk Americas Tire Operations Q4 2018 to Q4 2019 ($ millions) $14 10 1 $100 2 16 84 (11) (3) $75 70 (1) $50 $18 Net Price/Mix vs. Raw Materials $25 $0 t t fi g ix A g ty e fi o in M * & in li m o r d s / t k G r i u r P u ff e e c tu b l P l i ic n a S ia o g c r r , b c L V g in x a P fs fa t in t e T if w u c t ra , w r ra n u ra e ls e a a d e a T D o p ri N y M r p O e e w t P O 8 t h e u 9 1 a t N D 1 0 M f 0 2 o 2 w a R Amounts are unaudited and may not add due to rounding. * Truck and Bus Radial (TBR) tires imported into the U.S. from China became subject to 42.16% of AD/CVD tariffs implemented on February 15, 2019. All tires, as well as raw materials and tire-manufacturing equipment, imported into the U.S. from China became subject to 10% tariffs pursuant to Section 301 of the Trade Act of 1974 in September 2018. This rate was increased to 25% on May 10, 2019. In Q4 2019, the Company recorded $20 million of benefit from duty drawback claims filed for the period 2015-2019 under the Modernized Drawback Final Rule. 10

Operating Profit Walk International Tire Operations ($ millions) Q4 2018 to Q4 2019 $27 $15 7 34 (1) -$5 (8) (2) (1) (2) (6) $6 -$25 Net Price/Mix vs. Raw Materials (33) -$45 r s e ls ix g e g e s s rg a in m in h s o a ri /M r u r t o L e e u l u O L g h t c t o t g n C a ri c V c n i t M fa ru i t n P u t t ra e w n s ra e m a a e e p ir R R p O a M O 8 p 9 1 Im 1 0 l 0 2 il 2 w d o o G Amounts are unaudited and may not add due to rounding. 11

CTB Raw Material Price Index North America 300 250 200 150 100 Q4 2019 Average = 149.8 50 0 2 3 4 5 6 7 8 9 0 1 2 3 4 5 6 7 8 9 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 2 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Q1 2020 is an estimate 12

Non-GAAP Measures Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). The company’s methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies. Pursuant to the requirements of SEC Regulation G, detailed reconciliations between the company’s GAAP and non-GAAP financial results were posted, by incorporation within this presentation, on the company’s Investor Relations website at http://coopertire.com/investors.aspx on the day the company’s operating and financial results were announced for the quarter ended December 31, 2019 and management presented certain non-GAAP financial measures during a conference call with analysts and investors. Investors are advised to carefully review and consider this information as well as the GAAP financial results that are disclosed in the company’s earnings releases and annual and quarterly SEC filings. 13

Non-GAAP Measures Adjusted Provision for Income Taxes Management is using non-GAAP financial measures in this document because it considers them to be important supplemental measures of the company’s performance. The company uses an adjusted provision for income taxes to evaluate the performance of the company's operations exclusive of certain items affecting comparability of results from period to period. The company believes that information about the provision for income taxes exclusive of these items is useful to investors, particularly where the impact of excluded items is significant in relation to reported earnings, because the measure allows for comparability between periods of the operating performance of the Company's business and allows investors to evaluate the impact of the excluded items separately from the impact of the operations of the business. ADJUSTED PROVISION FOR INCOME TAXES (millions USD) Three Months Ended December 31, 2019 Income tax Income before (benefit) Effective tax income taxes provision rate Reported (GAAP) $ 44 $ (9) (19.3)% Income tax overlay — 19 — Adjusted (Non-GAAP) $ 44 $ 10 22.7 % Year Ended December 31, 2019 Income before Income tax Effective tax income taxes provision rate Reported (GAAP) $ 110 $ 11 10.4% Income tax overlay — 19 — Adjusted (Non-GAAP) $ 110 $ 30 27.3% Amounts may not add due to rounding. 14

Non-GAAP Measures ADJUSTED PROVISION FOR INCOME TAXES (millions USD) Three Months Ended December 31, 2018 Income before Income tax Effective tax income taxes provision rate Reported (GAAP) $ 12 $ 12 96.3% Goodwill impairment charge 34 — — Adjusted (Non-GAAP) $ 46 $ 12 25.2% Year Ended December 31, 2018 Income before Income tax Effective income taxes provision tax rate Reported (GAAP) $ 114 $ 33 29.4% Goodwill impairment charge 34 — — Adjusted (Non-GAAP) $ 148 $ 33 22.6% 15 Amounts may not add due to rounding.

Non-GAAP Measures Return on Invested Capital (ROIC) Management is using non-GAAP financial measures in this document because it considers them to be important supplemental measures of the company’s performance. Management also believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company’s financial and operating performance. The company defines ROIC as the trailing four quarters’ after tax operating profit, utilizing the company’s adjusted effective tax rate, divided by the total invested capital, which is the average of ending debt and equity for the last five quarters. The company believes ROIC is a useful measure of how effectively the company uses capital to generate profits. Calculation of Return on Invested Capital January 1, 2019 – December 31, 2019 (millions USD) Operating profit $ 174 Adjusted (Non-GAAP) effective tax rate 27.3% Income tax expense on operating profit 48 Adjusted operating profit after taxes $ 127 Total invested capital $ 1,583 Return on invested capital 8.0% 16 Amounts may not add due to rounding.

Non-GAAP Measures Trailing Four Quarter Effective Tax Rate (millions USD) Adjusted (Non-GAAP) provision for income taxes $ 30 Income before income taxes 110 Adjusted (Non-GAAP) effective income tax rate 27.3% Calculation of Total Invested Capital (five quarter average) (millions USD) Current portion of Short-term Total Long-term long-term notes invested Equity debt debt payable capital December 31, 2019 $ 1,328 $ 309 $ 10 $ 12 $ 1,659 September 30, 2019 1,268 121 174 16 1,579 June 30, 2019 1,254 121 174 20 1,568 March 31, 2019 1,248 121 174 20 1,564 December 31, 2018 1,232 121 175 15 1,544 Five Quarter Average $ 1,266 $ 159 $ 141 $ 17 $ 1,583 17 Amounts may not add due to rounding.

Risks It is possible that actual results may differ materially from projections or expectations due to a variety of factors, including, but not limited to: • volatility in raw material and energy prices, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources; • the failure of the company’s suppliers to timely deliver products or services in accordance with contract specifications; • changes to tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on tires, raw materials or manufacturing equipment which the company uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the U.S. from China or other countries; • the impact of labor problems, including labor disruptions at the company, its joint ventures, or at one or more of its large customers or suppliers; • changes in economic and business conditions in the world, including changes related to the United Kingdom’s decision to withdraw from the European Union; • the inability to obtain and maintain price increases to offset higher production, tariffs, raw material or energy costs; • pandemics, such as a coronavirus, and the related impact on the company's operations, distribution channels, customers and suppliers; • a disruption in, or failure of, the company’s information technology systems, including those related to cybersecurity, could adversely affect the company’s business operations and financial performance; • increased competitive activity, including actions by larger competitors or lower-cost producers; • the failure to achieve expected sales levels; • changes in the company’s customer or supplier relationships or distribution channels, including the write-off of outstanding accounts receivable or loss of particular business for competitive, credit, liquidity, bankruptcy, restructuring or other reasons; • the failure to develop technologies, processes or products needed to support consumer demand or changes in consumer behavior, including changes in sales channels; • the costs and timing of restructuring actions and impairments or other charges resulting from such actions, including restructuring and related actions in Europe and at the company's manufacturing facility in Mexico, after the company's purchase of the remaining noncontrolling interest in such facility in January, or from adverse industry, market or other developments; • consolidation or other cooperation by and among the company’s competitors or customers; • inaccurate assumptions used in developing the company’s strategic plan or operating plans, or the inability or failure to successfully implement such plans or to realize the anticipated savings or benefits from strategic actions; • risks relating to investments and acquisitions, including the failure to successfully integrate them into operations or their related financings may impact liquidity and capital resources; • the ultimate outcome of litigation brought against the company, including product liability claims, which could result in commitment of significant resources and time to defend and possible material damages against the company or other unfavorable outcomes; • the failure to successfully ramp up production at the company's new ACTR joint venture to produce TBR tires according to plans, and the ability to find and develop alternative sources for TBR products; • government regulatory and legislative initiatives including environmental, healthcare, privacy and tax matters; • volatility in the capital and financial markets or changes to the credit markets and/or access to those markets; • changes in interest or foreign exchange rates or the benchmarks used for establishing the rates; • an adverse change in the company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit markets; • failure to implement information technologies or related systems, including failure by the company to successfully implement ERP systems; • the risks associated with doing business outside of the U.S.; • technology advancements; • the inability to recover the costs to refresh existing products or develop and test new products or processes; • failure to attract or retain key personnel; • changes in pension expense and/or funding resulting from the company’s pension strategy, investment performance of the company’s pension plan assets and changes in discount rate or expected return on plan assets assumptions, changes to participant behavior, or changes to related accounting regulations; • changes in the company’s relationship with its joint venture partners or suppliers, including any changes with respect to its former PCT joint venture's production of TBR products; • tax-related issues, including the ability to support certain tax positions, the impact of tax reform legislation and the inability to utilize deferred tax assets; • a variety of factors, including market conditions, may affect the actual amount expended on stock repurchases; the company’s ability to consummate stock repurchases; changes in the company’s results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of stock repurchases, which may occur at any time; • the inability to adequately protect the company’s intellectual property rights. 18

XML

Cover Page	Feb. 24, 2020
Cover page.
Document Type	8-K
Document Period End Date	Feb. 24, 2020
Entity Registrant Name	Cooper Tire & Rubber Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-04329
Entity Tax Identification Number	34-4297750
Entity Address, Address Line One	701 Lima Avenue,
Entity Address, City or Town	Findlay,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45840
City Area Code	419-
Local Phone Number	423-1321
Title of 12(b) Security	Common Stock, $1 par value per share
Trading Symbol	CTB
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000024491
Amendment Flag	false