8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): November  26, 2014

Cooper Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-04329	344297750
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
701 Lima Avenue, Findlay, Ohio		45840
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 419-423-1321

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 26, 2014, the Chinese State Administration for Industry & Commerce ("SAIC") issued a new business license for Cooper Chengshan (Shandong) Tire Company Ltd ("CCT") and on November 30, 2014, Cooper Tire & Rubber Company (the “Company”) completed the previously announced sale of its 65 percent ownership in CCT to a subsidiary of Chengshan Group Company Ltd., all in accordance with the previously announced option agreement. Under the terms of that agreement, the Company received $262 million, in cash, which represents 65 percent of the valuation of CCT, as determined by an internationally recognized valuation firm, including a dividend distribution, and net of withholding taxes. The foregoing description of the option agreement does not purport to be complete and is qualified in its entirety by reference to the option agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which is incorporated herein by reference.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Company's press release dated December 1, 2014, announcing the completion of the disposition.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Company’s Unaudited Pro Forma Financial Information required by Article 11 of Regulation S-X is furnished as Exhibit 99.2 and is attached hereto as Exhibit 99.2.

(d) Exhibits

2.1	Option Agreement dated August 14, 2014, by and among Cooper Tire Investment Holding (Barbados) Ltd., Chengshan Group Company Ltd., the Company and Prairie Investment Limited is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
99.1	Press release dated December 1, 2014.
99.2	Unaudited Pro Forma Financial Information.

SIGNATURES

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

	Cooper Tire & Rubber Company
December 3, 2014	By:	/s/ Jack Jay McCracken
		Name: Jack Jay McCracken
		Title: Assistant Secretary

Exhibit Index

Exhibit No.	Description
2.1	Option Agreement dated August 14, 2014, by and among Cooper Tire Investment Holding (Barbados) Ltd., Chengshan Group Company Ltd., the Company and Prairie Investment Limited is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
99.1	Press release dated December 1, 2014.
99.2	Unaudited Pro Forma Financial Information.

EX-99.1

Exhibit 99.1

  NEWS   

Cooper Tire Announces Closing of
Transaction to Sell CCT Joint Venture

Management Webcast Set for Thursday, December 4 at 4:30 p.m. EST

FINDLAY, Ohio, Dec. 1, 2014 –Cooper Tire & Rubber Company (NYSE: CTB) today announced that it has closed the sale of its 65 percent ownership in Cooper Chengshan (Shandong) Tire Company Ltd (CCT) to Chengshan Group Company Ltd. for approximately $262 million net of taxes and including dividends in accordance with the previously announced option agreement. Within the coming days, the company will file pro forma financial statements in conjunction with a Form 8-K related to the transaction with the U.S. Securities and Exchange Commission (SEC).

“Resolving the ownership of CCT has been a key goal for us, and we are pleased to have it completed as we continue to execute our long-term growth plans for China,” said Cooper Chairman, Chief Executive Officer and President Roy Armes. “With the closing, offtake agreements go into effect under which CCT will continue to produce Cooper-branded products, including Roadmaster tires, through mid-2018. The purpose of the offtake agreements is to provide a secure source of product while also allowing Cooper the flexibility to continue to identify and develop alternative sources for these tires. This could take a variety of forms including an agreement with another supplier, a joint venture, an acquisition, adding capacity to our other facilities, buying a facility and running it ourselves, or building a new plant. We have the financial capacity to take any of these paths or a combination that best serves our business and our customers,” Armes added.

Webcast Thursday, Dec.4, 2014 at 4:30 p.m. EST

Cooper will host a webcast on Thursday, Dec. 4 at 4:30 p.m. EST to discuss the CCT transaction, the recently announced preliminary countervailing duties on certain passenger and light truck tires imported into the United States from China, and the potential financial and business implications of these matters. The webcast may be accessed on the investor relations page of the company’s website at www.coopertire.com or at http://www.media-server.com/m/p/t3mhjobg. Within two hours following the webcast, it will be archived and available for 30 days at these websites.

Forward-Looking Statements

This news release contains what Cooper believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding expectations or matters that Cooper anticipates may happen, which involve uncertainty and risk. Such “forward-looking statements” are generally, though not always, preceded by words such as “anticipates,” “expects,” “will,” “should, “ “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of Cooper’s current views and perceptions of future events, and there can be no assurance that such statements will prove to be true. It is possible that actual results may differ materially from those projections or expectations due to a variety of factors, including but not limited to: changes to tariffs or the imposition of new tariffs or trade restrictions; changes in interest or foreign exchange rates; the risks associated with doing business outside of the United States; the impact of labor problems, including labor disruptions at Cooper or at one or more of its large customers or suppliers, including CCT; failure to successfully integrate acquisitions into operations or their related financings may impact liquidity and capital resources; changes in Cooper’s relationship with its joint-venture partners or suppliers, including any changes with respect to CCT’s production of Cooper-branded products; and the ability to find an alternative source for products supplied by CCT.

-more-

Cooper Announces Closing of CCT Sale--2

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

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

###

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company (NYSE: CTB) is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper and its subsidiaries also sell medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies located in 11 countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.

Investor Contact:

Christine Hanneman

419.424.4214

cjhanneman@coopertire.com

Media Contact:

Anne Roman

419.429.7189
alroman@coopertire.com

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On November 26, 2014, the Chinese State Administration for Industry & Commerce (SAIC) issued a new business license for Cooper Chengshan (Shangdong) Tire Company Ltd. (“CCT”) and on November 30, 2014, Cooper Tire & Rubber Company (the “Company”) completed the sale of its 65 percent ownership interest in CCT to Prairie Investment Limited, a wholly owned subsidiary of Chengshan Group Company Ltd. (“Chengshan”), all in accordance with the previously announced option agreement between the Company and Chengshan, which we refer to as the “Sale”. The option agreement provided Chengshan a limited contractual right to purchase the Company’s 65 percent equity interest in CCT. The purchase price was based upon the fair market value of CCT on a stand-alone basis as determined by an internationally recognized valuation firm. Under the terms of the agreement, the Company received approximately $262 million, in cash, net of taxes and including dividends.

Basis of preparation

The following Unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical Consolidated Financial Statements and are being presented to give effect to the Sale. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical Consolidated Financial Statements and accompanying notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, each as filed with the U.S. Securities and Exchange Commission on March 14, 2014 and November 7, 2014, respectively.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the fiscal year ended December 31, 2014, reflect the Company’s results as if the Sale had occurred on January 1, 2013, and do not reflect the nonrecurring gain on sale directly attributable to the sale or assume any interest income on cash proceeds. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014 gives effect to the Sale as if it occurred on September 30, 2014.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are subject to the assumptions and adjustments described in the accompanying notes. Given the information available at this time, the Company’s management believes that these assumptions and adjustments are reasonable under the circumstances.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations do not reflect material non-recurring charges following the Sale as the Company does not anticipate incurring any such charges following the Sale.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Sale occurred as of and for the periods indicated. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and information purposes only, and are not necessarily indicative of the Company’s future results of operations or financial condition had the Sale been completed on the dates assumed. The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Sale that are factually supportable, and for purposes of the Statements of Operations, are expected to have a continuing impact on the Company.

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2014

(Dollar amounts in thousands, except per share amounts)

	Cooper Historical (a)			Disposition of CCT (b)			Cooper Adjusted
Net sales	$	2,605,225		$	(479,240	)	$	2,125,985
Cost of products sold		2,152,810			(385,904	)		1,766,906
Gross profit		452,415			(93,336	)		359,079
Selling, general and administrative		205,540			(24,223	)		181,317
Operating profit		246,875			(69,113	)		177,762
Interest expense		(20,960	)		2,043			(18,917	)
Interest income		1,088			(554	)		534
Other income (expense)		(787	)		(332	)		(1,119	)
Income before income taxes		226,216			(67,956	)		158,260
Income tax expense		75,093			(17,412	)  (c)		57,681
Net income		151,123			(50,544	)		100,579
Net income attributable to noncontrolling shareholders' interests		19,808			(18,287	)		1,521
Net income attributable to Cooper Tire & Rubber Company	$	131,315		$	(32,257	)	$	99,058
Basic earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	2.10					$	1.58
Diluted earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	2.07					$	1.56
Weighted average number of shares outstanding (000's):
Basic		62,504						62,504
Diluted		63,473						63,473

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2013

(Dollar amounts in thousands, except per share amounts)

	Cooper Historical (a)			Disposition of CCT (b)			Cooper Adjusted
Net sales	$	3,439,233		$	(639,888	)	$	2,799,345
Cost of products sold		2,923,042			(529,465	)		2,393,577
Gross profit		516,191			(110,423	)		405,768
Selling, general and administrative		275,477			(35,637	)		239,840
Operating profit		240,714			(74,786	)		165,928
Interest expense		(27,906	)		3,977			(23,929	)
Interest income		810			(341	)		469
Other income (expense)		(647	)		910			263
Income before income taxes		212,971			(70,240	)		142,731
Income tax expense		79,406			(17,794	)  (c)		61,612
Net income		133,565			(52,446	)		81,119
Net income attributable to noncontrolling shareholders' interests		22,552			(19,322	)		3,230
Net income attributable to Cooper Tire & Rubber Company	$	111,013		$	(33,124	)	$	77,889
Basic earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	1.75					$	1.23
Diluted earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	1.73					$	1.21
Weighted average number of shares outstanding (000's):
Basic		63,327						63,327
Diluted		64,282						64,282

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2014

(Dollar amounts in thousands, except par value amounts)

	Cooper Historical (d)			Disposition of CCT (b)			Cooper Adjusted
Current assets:
Cash and cash equivalents	$	335,778		$	171,752	(e)	$	507,530
Notes receivable		90,098			(84,799	)		5,299
Accounts receivable, net		538,790			(91,541	)		447,249
Inventories, at lower of cost or market
Finished goods		437,816			(68,654	)		369,162
Work in process		40,983			(7,328	)		33,655
Raw materials and supplies		123,210			(28,671	)		94,539
		602,009			(104,653	)		497,356
Other current assets		94,354			(14,255	)		80,099
Total current assets		1,661,029			(123,496	)		1,537,533
Property, plant and equipment, at cost:
Land and land improvements		51,195			-			51,195
Buildings		329,790			(52,712	)		277,078
Machinery and equipment		1,895,692			(345,469	)		1,550,223
Molds, cores and rings		258,282			(43,989	)		214,293
		2,534,959			(442,170	)		2,092,789
Less accumulated depreciation and amortization		1,563,276			(221,116	)		1,342,160
Net property, plant and equipment		971,683			(221,054	)		750,629
Goodwill		18,851			-			18,851
Intangibles, net		153,656			(16,506	)		137,150
Restricted cash		640			-			640
Deferred income tax assets		100,934			(420	)		100,514
Other assets		16,586			-			16,586
Total assets	$	2,923,379		$	(361,476	)	$	2,561,903
Current liabilities:
Notes payable	$	184,553		$	(16,715	)	$	167,838
Accounts payable		358,320			(102,401	)		255,919
Accrued liabilities		264,056			(57,938	)		206,118
Income taxes		16,961			(10,691	)		6,270
Current portion of long term debt		15,559			(13,304	)		2,255
Total current liabilities		839,449			(201,049	)		638,400
Long-term debt		325,538			(26,101	)		299,437
Postretirement benefits other than pensions		239,282			-			239,282
Pension benefits		249,529			-			249,529
Other long-term liabilities		159,692			-			159,692
Deferred income taxes		6,131			(221	)		5,910
Redeemable noncontrolling shareholder interest		168,435			(168,435	)		-
Stockholders' equity:
Preferred stock, $1 par value; 5,000,000 shares
authorized; none issued		-			-			-
Common stock, $1 par value; 300,000,000 shares
authorized; 87,850,292 shares issued		87,850			-			87,850
Capital in excess of par value		1,721			-			1,721
Retained earnings		1,790,969			60,793	(f)		1,851,762
Cumulative currency translation adjustment		48,984			(26,463	)		22,521
Unrealized gains/(losses) on derivatives		2,693			-			2,693
Unrecognized postretirement benefits		(451,355	)		-			(451,355	)
		1,480,862			34,330			1,515,192
Less: 29,749,007 common shares in treasury at cost		(587,332	)		-			(587,332	)
Total parent stockholders' equity		893,530			34,330			927,860
Noncontrolling shareholders' interests in consolidated subsidiaries		41,793			-			41,793
Total stockholders' equity		935,323			34,330			969,653
Total liabilities and equity	$	2,923,379		$	(361,476	)	$	2,561,903

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(a) Reflects the historical operating results of the Company as previously reported.

(b) Represents the adjustments to record the effect of the Sale.

(c) In determining the tax rate to apply to the Company’s pro forma adjustments, the Company used the applicable statutory rate based on the jurisdiction in which the adjustment occurs.

(d) Reflects the historical financial position of the Company as previously reported.

(e) Represents the effect of the contractual cash received as a result of the Sale and final dividend distribution, net of tax withholdings.

(f) Represents the adjustments to Retained earnings to reflect the estimated gain on the Sale, including income tax effects.