-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LY5yVN+hSPnz1Z2BmyjH/cKqz7L2Gw/TpixZ0kCUgfcX3rqW++WoADPKfKC/Gp9D ejVf5qskULw0xTQckiTisw== 0000024491-96-000010.txt : 19960624 0000024491-96-000010.hdr.sgml : 19960624 ACCESSION NUMBER: 0000024491-96-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960621 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER TIRE & RUBBER CO CENTRAL INDEX KEY: 0000024491 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 344297750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04329 FILM NUMBER: 96584163 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 10-K/A 1 FORM 10-K/A NO. 1 FOR THE PERIOD ENDING 12/31/95 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A No. 1 (Mark One) (X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1995 or ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________to________ Commission File Number 1-4329 COOPER TIRE & RUBBER COMPANY (Exact name of registrant as specified in its charter) DELAWARE 34-4297750 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Lima and Western Avenues, Findlay, Ohio 45840 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 423-1321 Securities registered pursuant to Section 12(b) of the Act: (Name of each exchange on (Title of each class) which registered) Common Stock, $1 par per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) State the aggregate market value of the voting stock held by non-affiliates of the registrant (computed by reference to the closing price on the Composite Tape for securities listed on the New York Stock Exchange as of March 11, 1996). $2,126,430,270 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. (Class) (Outstanding at March 11, 1996) Common Stock, $1 par per share 83,667,472 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: Proxy statement dated March 26, 1996 - Part III EXHIBIT INDEX appears on the following two pages INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS (As amended June 21, 1996 to file financial statements and supplemental schedules for the employee benefit plans identified below as exhibits (99)) Page(s) FINANCIAL STATEMENTS: Reference --------- Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993 Consolidated Balance Sheets at December 31, 1995 and 1994 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements Report of Independent Auditors SUPPLEMENTARY INFORMATION: Quarterly Financial Data (Unaudited) FINANCIAL STATEMENT SCHEDULE: II Valuation and qualifying accounts EXHIBITS: (3) Certificate of Incorporation and Bylaws (i) Certificate of Incorporation, as restated and filed with the Secretary of State of Delaware on May 17, 1993, is incorporated herein by reference from Exhibit 3(i) of the Company's Form 10-Q for the quarter ended June 30, 1993 (ii) Bylaws, as amended May 5, 1987, are incorporated herein by reference from Exhibit 19 of the Company's Form 10-Q for the quarter ended June 30, 1987 (4) Description of the Common Stock of the Company (10) Description of management contracts, compensatory plans, contracts, or arrangements is incorporated herein by reference from pages 6 through 10 and 12 through 17 of the Company's Proxy Statement dated March 26, 1996. The following related documents are also incorporated by reference: a) 1981 Incentive Stock Option Plan - Form S-8 Registration Statement No. 2-77400, Exhibit 15(a) b) 1986 Incentive Stock Option Plan - Form S-8 Registration Statement No. 33-5483, Exhibit 4(a) c) Thrift and Profit Sharing Plan - Form S-8 Registration Statement No. 2-58577, Post-Effective Amendment No. 6, Exhibit 4 d) Employment Agreements - Form 10-K for fiscal year ended December 31, 1987, Exhibit 10 e) 1991 Stock Option Plan for Non-Employee Directors - Form S-8 Registration Statement No. 33-47980 and Appendix to the Company's Proxy Statement dated March 26, 1991 (11) Statement regarding computation of earnings per share is presented on page 28 of this Annual Report on Form 10-K (continued) (13) Annual report to security holders, Form 10-Q or quarterly report to security holders (23) Consent of Ernst & Young LLP (24) Powers of Attorney (27) Financial Data Schedule (99) Undertakings of the Company Financial statements and schedules of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan for the fiscal year ended December 31, 1995 1-16 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) for the fiscal year ended December 31, 1995 17-31 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) for the fiscal year ended December 31, 1995 32-46 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) for the fiscal year ended December 31, 1995 47-61 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) for the fiscal year ended December 31, 1995 62-76 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) for the fiscal year ended December 31, 1995 77-91 Financial statements and schedules of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) for the fiscal year ended December 31, 1995 92-106 All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the financial statements or the notes thereto. SIGNATURES Registrant has duly caused this Form 10-K/A No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. COOPER TIRE & RUBBER COMPANY PATRICK W. ROONEY, Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) J. ALEC REINHARDT, Executive Vice President and Director (Principal Financial Officer) JOHN FAHL, Vice President and Director JULIEN A. FAISANT, Vice President and Corporate Controller (Principal Accounting Officer) ARTHUR H. ARONSON, Director DELMONT A. DAVIS, Director EDSEL D. DUNFORD, Director DENNIS J. GORMLEY, Director IVAN W. GORR, Director ALLAN H. MELTZER, Director By /s/ Stan C. Kaiman -------------------------------- STAN C. KAIMAN, Attorney-in-fact Date: June 21, 1996 -------------- EXHIBIT (23) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 2-58577, 33-35071, 33-47979, 33-47981, 33-47982, 33-52499, and 33-52505) of Cooper Tire & Rubber Company pertaining to the Company's Thrift and Profit Sharing Plan, the Pre-Tax Savings Plan (Texarkana), the Pre-Tax Savings Plan (Auburn), the Pre-Tax Savings Plan (Findlay), the Pre-Tax Savings Plan (El Dorado), the Pre-Tax Savings Plan (Bowling Green - Hose) and the Pre-Tax Savings Plan (Bowling Green - Sealing), respectively, of our reports dated May 17, 1996 with respect to the financial statements and schedules of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan, the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana), the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn), the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay), the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado), the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose), and the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) included in Amendment No. 1 to the Annual Report (Form 10-K) of Cooper Tire & Rubber Company for the year ended December 31, 1995. /s/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Toledo, Ohio June 21, 1996 EXHIBIT (99) Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 13 Item 27d - Schedule of Reportable Transactions 14 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 1 Report of Independent Auditors Thrift and Profit Sharing Plan Committee Cooper Tire & Rubber Company Thrift and Profit Sharing Plan We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 2 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statements of Assets Available for Plan Benefits
December 31 1995 1994 ------------ ------------ Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $275,740,743 $280,901,591 Cash with interest (Note 2) 8,094,103 8,094,103 Cooper Tire & Rubber Company common stock 4,542,032 3,967,913 ----------- ----------- 288,376,878 292,963,607 Short-term investment 98,158 320,427 ----------- ----------- 288,475,036 293,284,034 Cash 2,030,755 - Employer contribution receivable 3,169,433 2,937,370 ----------- ----------- Assets available for plan benefits $293,675,224 $296,221,404 =========== =========== See accompanying notes.
2 3 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $ 11,265,606 $ 10,344,408 Employer (gross amount before reduction for forfeitures) 7,651,176 7,017,370 Less forfeitures arising from withdrawals (70,511) (180,000) ----------- ----------- Net employer contributions 7,580,665 6,837,370 ----------- ----------- 18,846,271 17,181,778 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 24,367,750 (6,585,997) Net appreciation (depreciation) in fair value of investments (Note 5) 105,403 (11,877,884) Dividends 30,890 1,139,292 Interest 4,160 2,753,156 ----------- ----------- 24,508,203 (14,571,433) ----------- ----------- Total additions 43,354,474 2,610,345 Participants' withdrawals (45,900,654) (29,969,141) ----------- ----------- Decrease in assets available for plan benefits during the year (2,546,180) (27,358,796) Assets available for plan benefits at beginning of year 296,221,404 323,580,200 ----------- ----------- Assets available for plan benefits at end of year $293,675,224 $296,221,404 =========== =========== See accompanying notes.
3 4 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Thrift and Profit Sharing Plan (Plan), is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any salaried employee of the Company is eligible to participate in the Plan if he or she has completed one year of continuous credited service. At December 31, 1995, 3,958 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides the following: - After-tax dollar (ATD) contributions may be made in one percent multiples of participant's compensation up to sixteen percent. - Pre-tax dollar qualifier (PDQ) contributions may be made in one percent multiples of participant's compensation up to fifteen percent. - In no event shall the aggregate of a participant's contributions exceed sixteen percent of participant's compensation. - The Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) the aggregate of all ATD and PDQ contributions which represent up to six percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 5 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). The Company's contributions are allocated to each participant's account in proportion to his or her ATD contributions and PDQ contributions up to an aggregate of six percent of the participant's compensation for each year. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. In addition, participants will have a fully vested right to the Company's contributions upon termination from the Plan due to retirement, total and permanent disability, or death and shall be eligible to receive the Company's contribution for that year as if he or she had not terminated participation. Earnings attributed to Company contributions allocated to a participant's account and those attributed to a participant's contributions are vested immediately. The Plan provides for total or partial withdrawal of a participant's account. Except for the unvested portion of Company contributions, a participant may withdraw the total of his or her ATD contributions and Company contributions at any time. No amounts may be withdrawn by a participant from PDQ contributions prior to termination of employment or plan termination unless the participant has either attained the age of 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Partial withdrawals may be made twice in any calendar year. However, all withdrawals relating to PDQ contributions are subject to Internal Revenue Service (IRS) regulations. Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. The Company has reserved the right to amend, modify, suspend or terminate the Plan at any time by action of its Board of Directors. Upon termination of the Plan, or upon the complete discontinuance of Company contributions under the Plan, the rights of each participant to the assets then held for his or her account under the Plan shall be nonforfeitable. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. 5 6 2. Significant Accounting Policies (continued) Investments (continued) Cash with interest at December 31, 1995 and 1994 is invested in annuity contracts with Confederation Life of Canada. This insurance company was placed under the control of Canadian and United States governmental regulatory authorities in August, 1994. To protect the interests of the policyholders, the regulators have frozen the assets of the insurance company. Currently, the amount of loss, if any, on these contracts is not determinable. The Plan's investment contracts with Confederation Life now have uncertain maturity dates and uncertain interest rates. These investments are valued in the financial statements at cost with interest accrued through July 31, 1994. The Company believes this approximates the fair value of the investments at this time. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated November 1, 1994 advising that the Plan, as amended, meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 6 7 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 (continued) 7 8 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract.
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 (continued) 8 9 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $275,740,743 at December 31, 1995 and $280,901,591 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 94.8% 96.4% Cash with Interest Fund 96.6% 97.3% The Investment Company of America Fund 87.7% 87.1% The Washington Mutual Investors Fund 91.9% 84.2% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ----------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 10 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------ Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $24,367,750 for the year ended December 31, 1995 and a net investment loss of $6,585,997 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments Certain Plan investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. Contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $105,403 $(11,711,465) Mutual funds - (166,419) ------- ----------- $105,403 $(11,877,884) ======= ===========
(continued) 10 11 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds ----------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company** Interest Fund Fund Total --------- -------- ---------- ---------- --------- Balance at December 31, 1993 $250,494,305 $66,516,143 $3,959,237 $2,610,515 $323,580,200 Additions (deductions): Contributions: Participants 4,296,150 1,601,605 71,084 68,449 6,037,288 Employer (gross amount before reduction for forfeitures) 7,017,370 7,017,370 Less forfeitures arising from withdrawals (180,000) (180,000) ----------- ---------- --------- --------- ----------- Net employer contributions 6,837,370 6,837,370 ----------- ---------- --------- --------- ----------- 11,133,520 1,601,605 71,084 68,449 12,874,658 Net depreciation (11,711,465) (87,763) (78,656) (11,877,884) Interest and dividend income 1,081,584 2,738,161 40,237 32,466 3,892,448 ----------- ---------- --------- --------- ----------- Total additions 503,639 4,339,766 23,558 22,259 4,889,222 Participants' withdrawals (9,616,146) (7,721,461)(1,048,617) (977,577) (19,363,801) Transfers between options 319,110 (235,229) (82,276) (1,605) - Balance (transferred to Pooled Fund) at July 31, 1994 (234,475,198)(54,805,116)(2,851,902)(1,653,592)(293,785,808) ----------- ---------- --------- --------- ----------- Balance at December 31, 1994 7,225,710 8,094,103 - - 15,319,813 Additions (deductions): Contributions: Participants Employer (gross amount before reduction for forfeitures) 7,651,176 7,651,176 Less forfeitures arising from withdrawals (70,511) (70,511) ----------- ---------- --------- --------- ----------- Net employer contributions 7,580,665 7,580,665 ----------- ---------- --------- --------- ----------- (continued) 11 12 Net appreciation 105,403 105,403 Interest and dividend income 35,050 35,050 ----------- ---------- --------- --------- ----------- Total additions 7,721,118 7,721,118 Transferred to Pooled Fund (7,025,624) (7,025,624) Participants' withdrawals (111,581) (111,581) ----------- ---------- --------- --------- ----------- Balance at December 31, 1995 $ 7,809,623 $ 8,094,103 $ - $ - $ 15,903,726 =========== ========== ========= ========= ===========
** Includes employer contributions receivable and short-term investments designated for investment in common stock of the Company. 12 13 Schedules 14 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Employer Identification #34-4297750; Plan #005 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 184,448 $4,411,489 $4,542,032 ========= ========= Cash with interest: Confederation Life Insurance Company - 6.06% annuity contract; matures July 31, 1997 5,000,000 $5,000,000 $5,000,000 Confederation Life Insurance Company - 6.19% annuity contract; matures July 31, 1997 3,094,103 3,094,103 3,094,103 --------- --------- Total cash with interest $8,094,103 $8,094,103 ========= ========= Short-term investment: *Armada Government Portfolio Fund 98,158 $ 98,158 $ 98,158 ========= ========= * Party-in-interest
13 15 Cooper Tire & Rubber Company Thrift and Profit Sharing Plan Employer Identification #34-4297750; Plan #005 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $6,087,238 $6,063,981 $6,063,981 $ - Cooper Tire & Rubber Company common stock 7,536,770 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
14 16 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 17 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 18 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Statements of Assets Available for Plan Benefits
December 31 1995 1994 ---------- ---------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $7,954,165 $6,248,338 Cooper Tire & Rubber Company common stock 161,294 - --------- --------- 8,115,459 6,248,338 Short-term investment 430 - --------- --------- 8,115,889 6,248,338 Cash 109,279 - Employer contribution receivable 114,127 274,898 --------- --------- Assets available for plan benefits $8,339,295 $6,523,236 ========= ========= See accompanying notes.
2 19 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $2,158,916 $2,102,439 Employer 270,884 274,898 --------- --------- 2,429,800 2,377,337 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 269,120 (91,066) Net appreciation (depreciation) in fair value of investments (Note 5) 4,559 (91,296) Dividends 318 20,208 Interest 90 27,029 --------- --------- 274,087 (135,125) --------- --------- Total additions 2,703,887 2,242,212 Participants' withdrawals (887,828) (500,023) --------- --------- Increase in assets available for plan benefits during the year 1,816,059 1,742,189 Assets available for plan benefits at beginning of year 6,523,236 4,781,047 --------- --------- Assets available for plan benefits at end of year $8,339,295 $6,523,236 ========= ========= See accompanying notes.
3 20 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #752, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 844 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 21 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until March 5, 1999. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 22 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated October 6, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 23 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 24 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 25 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $7,954,165 at December 31, 1995 and $6,248,338 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 3.1% 2.3% Cash with Interest Fund 1.9% 1.6% The Investment Company of America Fund 1.0% 1.0% The Washington Mutual Investors Fund 1.7% 2.5% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ---------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 26 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------ Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $269,120 for the year ended December 31, 1995 and a net investment loss of $91,066 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $4,559 $(90,848) Mutual funds - (448) ----- ------- $4,559 $(91,296) ===== =======
(continued) 10 27 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- -------- Balance at December 31, 1993 $4,164,605 $580,431 $27,782 $ 8,229 $4,781,047 Additions: Participants' contributions 1,000,921 147,202 6,889 12,828 1,167,840 Net depreciation (90,848) - (3) (445) (91,296) Interest and dividend income 17,355 28,526 139 1,217 47,237 --------- ------- ------ ------ --------- Total additions 927,428 175,728 7,025 13,600 1,123,781 Participants' withdrawals (292,287) (25,019) - (3,450) (320,756) Transfers between options 8,238 (8,238) 2,350 (2,350) - --------- ------- ------ ------ --------- Balance (transferred to Pooled Fund) at July 31, 1994 $4,807,984 $722,902 $37,157 $16,029 $5,584,072 ========= ======= ====== ====== =========
11 28 Schedules 29 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Employer Identification #34-4297750; Plan #012 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 6,550 $156,735 $161,294 ======= ======= Short-term investment: *Armada Government Portfolio Fund 430 $ 430 $ 430 ======= ======= * Party-in-interest
12 30 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) Employer Identification #34-4297750; Plan #012 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $157,165 $156,735 $156,735 $ - Cooper Tire & Rubber Company common stock 156,735 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
13 31 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 32 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 33 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Statements of Assets Available for Plan Benefits
December 31 1995 1994 ---------- ---------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $696,004 $454,734 Cooper Tire & Rubber Company common stock 22,630 - ------- ------- 718,634 454,734 Short-term investment 105 - ------- ------- 718,739 454,734 Cash 13,059 - Employer contribution receivable 15,445 - ------- ------- Assets available for plan benefits $747,243 $454,734 ======= ======= See accompanying notes.
2 34 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $245,285 $264,102 Employer 37,444 - ------- ------- 282,729 264,102 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 42,824 (3,797) Net appreciation (depreciation) in fair value of investments (Note 5) 680 (10,148) Dividends 45 1,643 Interest 11 2,069 ------- ------- 43,560 (10,233) ------- ------- Total additions 326,289 253,869 Participants' withdrawals (33,780) (46,156) ------- ------- Increase in assets available for plan benefits during the year 292,509 207,713 Assets available for plan benefits at beginning of year 454,734 247,021 ------- ------- Assets available for plan benefits at end of year $747,243 $454,734 ======= ======= See accompanying notes.
3 35 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #634, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 188 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 36 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until December 5, 1997. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 37 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated October 6, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 38 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 39 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 40 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $696,004 at December 31, 1995 and $454,734 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 0.2% 0.1% Cash with Interest Fund 0.2% 0.2% The Investment Company of America Fund 1.0% 1.3% The Washington Mutual Investors Fund 0.5% 1.2% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $ 3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ---------- ---------- --------- --------- Net investment gain $18,462,885 $ 3,862,115 $1,215,960 $1,484,055 ========== ========== ========= =========
(continued) 9 41 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- -------- Net investment gain (loss) $(7,980,450) $1,084,760 $ 134,918 $ 44,714 ========== ========= ======== =======
The Plan's net investment gain from the Pooled Fund is $42,824 for the year ended December 31, 1995 and a net investment loss of $3,797 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $680 $ (9,787) Mutual funds - (361) --- ------- $680 $(10,148) === =======
(continued) 10 42 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- -------- Balance at December 31, 1993 $151,825 $59,861 $21,543 $13,792 $247,021 Additions: Participants' contributions 107,761 32,278 12,455 7,800 160,294 Net depreciation (9,787) (203) (158) (10,148) Interest and dividend income 804 2,349 312 247 3,712 ------- ------ ------ ------ ------- Total additions 98,778 34,627 12,564 7,889 153,858 Participants' withdrawals (7,021) (5,331) (782) (13,134) Transfers between options (124) 124 (23) 23 - -------- ------ ------- ------ ------- Balance (transferred to Pooled Fund) at July 31, 1994 $243,458 $89,281 $34,084 $20,922 $387,745 ======= ====== ====== ====== =======
11 43 Schedules 44 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Employer Identification #34-4297750; Plan #009 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 919 $21,950 $22,630 ====== ====== Short-term investment: *Armada Government Portfolio Fund 105 $ 105 $ 105 ====== ====== * Party-in-interest
12 45 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) Employer Identification #34-4297750; Plan #009 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $22,055 $21,950 $21,950 $ - Cooper Tire & Rubber Company common stock 21,950 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
13 46 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 47 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 48 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Statements of Assets Available for Plan Benefits
December 31 1995 1994 ---------- ---------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $4,983,484 $2,862,814 Cooper Tire & Rubber Company common stock 78,899 - --------- --------- 5,062,383 2,862,814 Short-term investment 569 - --------- --------- 5,062,952 2,862,814 Cash 84,112 - Employer contribution receivable 172,716 - --------- --------- Assets available for plan benefits $5,319,780 $2,862,814 ========= ========= See accompanying notes.
2 49 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $2,048,398 $1,517,196 Employer 249,717 - --------- --------- 2,298,115 1,517,196 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 311,788 (34,744) Net appreciation (depreciation) in fair value of investments (Note 5) 2,031 (37,789) Dividends 156 11,479 Interest 44 3,412 --------- --------- 314,019 (57,642) --------- --------- Total additions 2,612,134 1,459,554 Participants' withdrawals (155,168) (34,311) --------- --------- Increase in assets available for plan benefits during the year 2,456,966 1,425,243 Assets available for plan benefits at beginning of year 2,862,814 1,437,571 --------- --------- Assets available for plan benefits at end of year $5,319,780 $2,862,814 ========= ========= See accompanying notes.
3 50 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #207, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 554 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 51 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until October 31, 1997. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 52 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated October 6, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 53 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 54 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 55 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $4,983,484 at December 31, 1995 and $2,862,814 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 1.6% 0.9% Cash with Interest Fund 0.9% 0.5% The Investment Company of America Fund 9.2% 9.9% The Washington Mutual Investors Fund 5.1% 10.7% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ----------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 56 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------ Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $311,788 for the year ended December 31, 1995 and a net investment loss of $34,744 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $2,031 $(35,054) Mutual funds - (2,735) ----- ------- $2,031 $(37,789) ===== =======
(continued) 10 57 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- --------- Balance at December 31, 1993 $1,051,435 $107,326 $174,690 $104,120 $1,437,571 Additions: Participants' contributions 553,950 72,228 83,690 66,120 775,988 Net depreciation (35,054) (1,192) (1,543) (37,789) Interest and dividend income 6,818 3,627 2,495 1,951 14,891 --------- ------- ------- ------- --------- Total additions 525,714 75,855 84,993 66,528 753,090 Participants' withdrawals (9,512) (330) (2,039) (1,646) (13,527) Transfers between options 23,986 (9,359) (7,389) (7,238) - --------- ------- ------- ------- --------- Balance (transferred to Pooled Fund) at July 31, 1994 $1,591,623 $173,492 $250,255 $161,764 $2,177,134 ========= ======= ======= ======= =========
11 58 Schedules 59 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Employer Identification #34-4297750; Plan #014 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 3,204 $76,632 $78,899 ====== ====== Short-term investment: *Armada Government Portfolio Fund 569 $ 569 $ 569 ====== ====== * Party-in-interest
12 60 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) Employer Identification #34-4297750; Plan #014 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $77,201 $76,632 $76,632 $ - Cooper Tire & Rubber Company common stock 76,632 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
13 61 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 62 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 63 Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Statements of Assets Available for Plan Benefits
December 31 1995 1994 ---------- ---------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $312,717 $275,544 Cooper Tire & Rubber Company common stock 11,303 - ------- ------- 324,020 275,544 Short-term investment 77 - ------- ------- 324,097 275,544 Cash 7,949 - Employer contribution receivable 8,522 - ------- ------- Assets available for plan benefits $340,568 $275,544 ======= ======= See accompanying notes.
2 64 Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $124,673 $132,783 Employer 19,534 - ------- ------- 144,207 132,783 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 20,793 (382) Net appreciation (depreciation) in fair value of investments (Note 5) 340 (4,305) Dividends 22 572 Interest 6 3,093 ------- ------- 21,161 (1,022) ------- ------- Total additions 165,368 131,761 Participants' withdrawals (100,344) (27,947) ------- ------- Increase in assets available for plan benefits during the year 65,024 103,814 Assets available for plan benefits at beginning of year 275,544 171,730 ------- ------- Assets available for plan benefits at end of year $340,568 $275,544 ======= ======= See accompanying notes.
3 65 Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #769, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 115 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 66 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until April 27, 1997. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 67 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated October 6, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 68 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 69 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 70 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $312,717 at December 31, 1995 and $275,544 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1% Cash with Interest Fund 0.2% 0.2% The Investment Company of America Fund 0.3% 0.2% The Washington Mutual Investors Fund 0.2% 0.5% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ---------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 71 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------ Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $20,793 for the year ended December 31, 1995 and a net investment loss of $382 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $340 $(4,254) Mutual funds - (51) --- ------ $340 $(4,305) === ======
(continued) 10 72 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- -------- Balance at December 31, 1993 $84,852 $81,060 $2,169 $3,649 $171,730 Additions: Participants' contributions 43,617 27,252 2,789 2,676 76,334 Net depreciation (4,254) (8) (43) (4,305) Interest and dividend income (155) 3,642 34 144 3,665 ------ ------ ----- ----- ------- Total additions 39,208 30,894 2,815 2,777 75,694 Participants' withdrawals (7,427) (7,671) - - (15,098) Transfers between options 6,748 (6,878) (331) 461 - ------ ------ ----- ----- ------- Balance (transferred to Pooled Fund) at July 31, 1994 $123,381 $97,405 $4,653 $6,887 $232,326 ======= ====== ===== ===== =======
11 73 Schedules 74 Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Employer Identification #34-4297750; Plan #013 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 459 $10,963 $11,303 ====== ====== Short-term investment: *Armada Government Portfolio Fund 77 $ 77 $ 77 ====== ====== * Party-in-interest
12 75 Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) Employer Identification #34-4297750; Plan #013 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $11,040 $10,963 $10,963 $ - Cooper Tire & Rubber Company common stock 10,963 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
13 76 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 77 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - - Hose) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 78 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Statements of Assets Available for Plan Benefits
December 31 1995 1994 --------- --------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $238,558 $88,160 Cooper Tire & Rubber Company common stock 14,135 - ------- ------ 252,693 88,160 Short-term investment 75 - ------- ------ 252,768 88,160 Cash 7,937 - Employer contribution receivable 15,045 - ------- ------ Assets available for plan benefits $275,750 $88,160 ======= ====== See accompanying notes.
2 79 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $159,282 $81,413 Employer 28,794 - ------- ------ 188,076 81,413 Investment income (loss): Net gain (loss) from Pooled Fund (Note 4) 15,098 (731) Net appreciation (depreciation) in fair value of investments (Note 5) 425 (2,535) Dividends 28 156 Interest 8 120 ------- ------ 15,559 (2,990) ------- ------ Total additions 203,635 78,423 Participants' withdrawals (16,045) (1,599) ------- ------ Increase in assets available for plan benefits during the year 187,590 76,824 Assets available for plan benefits at beginning of year 88,160 11,336 ------- ------ Assets available for plan benefits at end of year $275,750 $88,160 ======= ====== See accompanying notes.
3 80 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #1152, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 142 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 81 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until April 30, 1998. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 82 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated April 12, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 83 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 84 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 85 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $238,558 at December 31, 1995 and $88,160 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1% Cash with Interest Fund 0.1% 0.1% The Investment Company of America Fund 0.5% 0.3% The Washington Mutual Investors Fund 0.4% 0.7% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ---------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 86 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------ Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $15,098 for the year ended December 31, 1995 and a net investment loss of $731 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $425 $(1,857) Mutual funds - (678) --- ------ $425 $(2,535) === ======
(continued) 10 87 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- -------- Balance at December 31, 1993 $ 7,355 $ 638 $1,298 $2,045 $11,336 Additions: Participants' contributions 29,690 4,962 5,080 8,516 48,248 Net depreciation (1,857) (252) (426) (2,535) Interest and dividend income 111 58 37 70 276 ------ ----- ----- ----- ------ Total additions 27,944 5,020 4,865 8,160 45,989 Participants' withdrawals (541) (541) Transfers between options 704 (353) (351) - ------ ------ ----- ----- ------ Balance (transferred to Pooled Fund) at July 31, 1994 $35,462 $5,658 $5,810 $9,854 $56,784 ====== ===== ===== ===== ======
11 88 Schedules 89 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Employer Identification #34-4297750; Plan #017 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 574 $13,710 $14,135 ====== ====== Short-term investment: *Armada Government Portfolio Fund 75 $ 75 $ 75 ====== ====== * Party-in-interest
12 90 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) Employer Identification #34-4297750; Plan #017 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $13,785 $13,710 $13,710 $ - Cooper Tire & Rubber Company common stock 13,710 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
13 91 EXHIBIT (99) Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Financial Statements and Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Assets Available for Plan Benefits 2 Statements of Changes in Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Schedules Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 A schedule of party-in-interest transactions has not been presented because there were no party-in- interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 92 Report of Independent Auditors Pre-Tax Savings Plan Committee Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) We have audited the accompanying statements of assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) as of December 31, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 assets available for plan benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - - Sealing) at December 31, 1995 and 1994, and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 basic financial statements taken as a whole. May 17, 1996 1 93 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Statements of Assets Available for Plan Benefits
December 31 1995 1994 ---------- ---------- Assets Investments (Notes 4 and 5): Value of interest in Pooled Fund $162,463 $64,446 Cooper Tire & Rubber Company common stock 8,471 - ------- ------ 170,934 64,446 Short-term investment 54 - ------- ------ 170,988 64,446 Cash 9,935 - Employer contribution receivable 6,244 - ------- ------ Assets available for plan benefits $187,167 $64,446 ======= ====== See accompanying notes.
2 94 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Statements of Changes in Assets Available for Plan Benefits
Year ended December 31 1995 1994 ---------- ---------- Additions: Cash contributions: Participants $100,162 $55,843 Employer 14,494 - ------- ------ 114,656 55,843 Investment income (loss): Net gain from Pooled Fund (Note 4) 9,030 658 Net appreciation (depreciation) in fair value of investments (Note 5) 254 (1,110) Dividends 17 88 Interest 4 152 ------- ------ 9,305 (212) ------- ------ Total additions 123,961 55,631 Participants' withdrawals (1,240) (1,847) ------- ------ Increase in assets available for plan benefits during the year 122,721 53,784 Assets available for plan benefits at beginning of year 64,446 10,662 ------- ------ Assets available for plan benefits at end of year $187,167 $64,446 ======= ====== See accompanying notes.
3 95 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Notes to Financial Statements December 31, 1995 and 1994 1. Summary of Plan The Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) (Plan), as amended and restated, is a defined contribution plan administered by a Plan Committee appointed by the plan sponsor, Cooper Tire & Rubber Company (the Company). Participation in the Plan is voluntary and any employee of the Company eligible for membership in Local Union #1042, United Steelworkers of America AFL-CIO/CLC (formerly United Rubber, Cork, Linoleum and Plastic Workers of America) (Union) is eligible to participate in the Plan if he or she has completed thirty days of continuous credited service. At December 31, 1995, 70 participants had designated investment of contributions in one or more investment options of the Plan, which are as follows: 1) Cooper Tire & Rubber Company common stock. 2) Mutual funds managed by the American Funds Group, a subsidiary of Capital Group Incorporated: a) The Investment Company of America Fund - managed to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income. b) The Washington Mutual Investors Fund - managed to provide current income and opportunity for capital growth through the selection of common stocks. 3) Cash with interest - contributions are currently placed in interest bearing investments and direct obligations of insurance companies guaranteeing payment of the principal and a specified rate of return. The Plan provides that Pre-Tax Savings Plan (PSP) contributions may be made in one percent multiples of a participant's compensation up to fifteen percent, subject to Internal Revenue Service (IRS) limits on annual contributions to the Plan. The amount of contribution may be changed every thirty days. The Plan provides that, beginning in 1995, the Company will contribute to the Plan each year from current or accumulated earnings an amount equal to the lesser of: (a) 25% of PSP contributions which represent up to four percent of each participant's compensation, less any forfeitures, or (b) an amount equal to fifteen percent of the Company's current year pre-tax earnings, exclusive of any deductions for contributions to the Plan, in excess of ten percent of the stockholders' equity of the Company at the beginning of the year. 4 96 1. Summary of Plan (continued) The Company's Board of Directors, at its discretion, may waive the limitation in (b) and contribute from current or accumulated earnings an amount not to exceed the limitation in (a). Investment options for future contributions may be changed daily. Reallocation of balances may be made among the investment options daily. Directions given by participants to the Plan trustee concerning the voting of common stock are confidential. No amounts may be withdrawn by a participant from PSP contributions prior to termination of employment unless the participant has either attained age 59 1/2, becomes totally and permanently disabled, or is able to demonstrate financial hardship. Hardship withdrawals by participants not yet attaining 59 1/2 years of age are limited to PSP contributions and are subject to IRS regulations. Participants are fully vested in their contributions and earnings thereon. The Plan shall continue until October 31, 1997. Thereafter it shall renew itself for yearly periods unless written notice is given by the Company or the Union that it is desired to terminate or amend the Plan. The Company has reserved the right to amend the Plan at any time if such amendment is necessary to enable the Plan to meet the requirements of the Internal Revenue Code or the requirements of any governmental authority. If the Plan terminates, and a successor plan is not adopted, all assets will be distributed to participants in a lump sum. No material amounts of withdrawals by participants, initiated on or before December 31, 1995, were pending. 2. Significant Accounting Policies Investments Investments in common stock of Cooper Tire & Rubber Company (Company) are stated at quoted market values as determined on the last business day of the Plan year. Short-term investments are stated at cost which approximates fair value. On July 31, 1994 the investments of the Plan were combined with similar assets of the other defined contribution plans sponsored by the Company. The combined investments (Pooled Fund) are held by National City Bank as trustee and are valued at their fair value as determined by the trustee, except for fully benefit responsive investment contracts which are valued at contract value. At December 31, 1995, the contract value of these contracts approximates fair value. Contributions Contributions are recorded when the Company makes payroll deductions for Plan participants, and are invested in any of four investment options at the participant's election. 5 97 2. Significant Accounting Policies (continued) Contributions (continued) Contributions from the Company are accrued in the period in which they become obligations of the Company and may be in the form of cash, treasury stock or authorized but unissued common stock of the Company. Company contributions are invested in common stock of the Company until the contributions become vested after which they are invested as directed by the participant. The Company contribution to a participant's account becomes vested after five years of continuous credited service; thereafter, Company contributions become vested when made. 3. Income Tax Status The IRS issued a determination letter dated April 12, 1994 advising that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and, therefore, the Trust created pursuant to the Plan qualifies as a tax-exempt Trust under Section 501(a). 4. Value of Interest in Pooled Fund The assets of the Pooled Fund are as follows:
December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Armada Government Portfolio Fund $ 3,336,254 $ 154,498 $ - $1,304,299 Cooper Tire & Rubber Company Common Stock 207,226,787 Mutual funds: The Investment Company of America Fund 6,983,308 The Washington Mutual Investors Fund 8,429,803 Cash with Interest Fund: John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 10,450,587 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 9,053,865 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 7,101,876 (continued) 6 98 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 6,524,348 *Provident Life and Accident Insurance Company - 6.13% annuity contract; matures August 15, 2000 5,958,643 Provident Life and Accident Insurance Company - 5.55% annuity contract; matures January 30, 1998 5,924,419 Commonwealth Life Insurance Company - 3.66% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,710,320 Principal Mutual Life Insurance Company - 4.73% annuity contract; matures July 31, 1997 4,030,173 *Caisse Des Depots (CDC) BRIC - 6.15% annuity contract; matures September 25, 2000 3,002,945 *Peoples Security Life - 6.08% annuity contract; matures January 18, 2000 2,010,675 United of Omaha Life Insurance Company-annuity contract; matures August 2, 2000 2,005,766 New York Life Insurance Company - 7.65% annuity contract; 50% of balance matures January 31, 1999 and remainder matures July 31, 1999 1,879,568 ----------- ---------- --------- --------- Total assets $210,563,041 $62,807,683 $6,983,308 $9,734,102 =========== ========== ========= =========
* Collateralized or synthetic guaranteed investment contract. (continued) 7 99 4. Value of Interest in Pooled Fund (continued)
December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- NCC Government Obligation Fund $ 3,832,867 $ 794,156 $ 210,485 $ 202,193 Cooper Tire & Rubber Company Common Stock 227,793,333 Mutual funds: The Investment Company of America Fund 3,196,070 The Washington Mutual Investors Fund 1,922,281 Cash with Interest Fund: Provident Life and Accident Insurance Company - 5.55% annuity contract; 50% of balance matures January 31, 1995 and remainder matures January 30, 1998 11,151,499 John Hancock Mutual Life Insurance Company - 8.27% annuity contract; matures January 31, 1997 9,568,259 Prudential Life Insurance Company - 5.48% annuity contract; matures July 31, 1996 8,527,141 Principal Mutual Life Insurance Company - 4.73% annuity contract; 50% of balance matures January 31, 1995 and remainder matures July 31, 1997 7,650,645 Sun Life Insurance Company of Canada (U. S.) - 8.07% annuity contract; matures January 31, 1996 6,515,295 Connecticut General Life Insurance Company - 7.03% variable annuity contract; matures January 31, 1996 5,114,841 (continued) 8 100 4. Value of Interest in Pooled Fund (continued) Commonwealth Life Insurance Company - 4.87% annuity contract; 50% of balance matures January 31, 1996 and remainder matures July 31, 1998 4,416,561 ----------- ---------- --------- ---------- Total assets $231,626,200 $53,738,397 $3,406,555 $2,124,474 =========== ========== ========= =========
The value of the Plan's interest in the Pooled Fund is $162,463 at December 31, 1995 and $64,446 at December 31, 1994. The Plan's interest in the Pooled Fund's assets at December 31 is as follows: 1995 1994 ---- ---- Cooper Tire & Rubber Company Common Stock Fund 0.1% 0.1% Cash with Interest Fund 0.1% 0.1% The Investment Company of America Fund 0.3% 0.2% The Washington Mutual Investors Fund 0.2% 0.2% The net investment gain (loss) of the Pooled Fund is as follows:
Year Ended December 31, 1995 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 71,378 $3,862,115 $ 15,634 $ 14,846 Dividends 2,397,313 554,405 649,061 Net realized and unrealized gain 15,994,194 645,921 820,148 ---------- --------- --------- --------- Net investment gain $18,462,885 $3,862,115 $1,215,960 $1,484,055 ========== ========= ========= =========
(continued) 9 101 4. Value of Interest in Pooled Fund (continued)
Five-month period ended December 31, 1994 Cooper Tire & Rubber Company Pooled Fund ------------------------------------------------- Cooper Tire The The & Rubber Cash Investment Washington Company with Company of Mutual Common Interest America Investors Stock Fund Fund Fund Fund ------------ ----------- ---------- ---------- Interest $ 25,088 $1,084,760 $ 1,100 $ 686 Dividends 1,057,714 - 148,760 15,750 Net realized and unrealized gain (loss) (9,063,252) - (14,942) 28,278 ---------- --------- ------- ------- Net investment gain (loss) $(7,980,450) $1,084,760 $134,918 $44,714 ========== ========= ======= ======
The Plan's net investment gain from the Pooled Fund is $9,030 for the year ended December 31, 1995 and $658 for the five-month period ended December 31, 1994. The net investment gain or loss of the Pooled Fund is allocated to each participating plan based on the percentage of that Plan's units in each Pooled Fund category. 5. Investments The Plan's investments are held by National City Bank as trustee under an agreement which directs the trustee to invest participant contributions based on their investment elections. PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments. The net appreciation (depreciation) in fair value of the Plan's investments consisted of the following:
Seven-month Year ended period ended December 31 July 31 1995 1994 ----------- ------------ Cooper Tire & Rubber Company common stock $254 $(1,440) Mutual funds - 330 --- ------ $254 $(1,110) === ======
(continued) 10 102 5. Investments (continued) Changes in amounts allocated to each of the Plan's investment options are summarized below:
Mutual Funds --------------------- The The Common Investment Washington Stock Cash Company of Mutual of the with America Investors Company Interest Fund Fund Total -------- -------- ---------- ---------- -------- Balance at December 31, 1993 $ 7,583 $1,853 $ 396 $ 830 $10,662 Additions: Participants' contributions 21,797 4,506 3,894 2,780 32,977 Net depreciation (1,440) 184 146 (1,110) Interest and dividend income 87 101 22 30 240 ------ ----- ----- ----- ------ Total additions 20,444 4,607 4,100 2,956 32,107 Participants' withdrawals (1,183) (196) (554) (1,933) Transfers between options (106) 108 (2) - ------ ------ ----- ----- ------ Balance (transferred to Pooled Fund) at July 31, 1994 $26,738 $6,568 $4,298 $3,232 $40,836 ====== ===== ===== ===== ======
11 103 Schedules 104 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Employer Identification #34-4297750; Plan #016 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Shares, Cost (Plus Units, or Accrued Fair Description Face Amount Interest) Value ----------- ----------- ---------- -------- *Cooper Tire & Rubber Company common stock 344 $8,217 $8,471 ===== ===== Short-term investment: *Armada Government Portfolio Fund 54 $ 54 $ 54 ===== ===== * Party-in-interest
12 105 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green - Sealing) Employer Identification #34-4297750; Plan #016 Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995
Sales ----------------------------- Cost (Plus Cost of Accrued Gain/ Description of Assets Purchases Proceeds Interest) (Loss) - ---------------------- --------- -------- --------- -------- Armada Government Portfolio Fund $8,271 $8,217 $8,217 $ - Cooper Tire & Rubber Company common stock 8,217 - - - Note: The purchase and selling price for each reportable transaction represents its fair value at the time of acquisition or disposition.
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