e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2010
Commission File No. 1-4329
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
(formerly the Thrift and Profit Sharing Plan)
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE
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34-4297750 |
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(State or other jurisdiction of
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(I.R.S. employer |
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incorporation or organization)
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identification no.) |
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Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)
(419) 423-1321
(Registrants telephone number, including area code)
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
(formerly the Thrift and Profit Sharing Plan)
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of the Cooper Tire & Rubber Spectrum Investment Savings Plan
(formerly the Thrift and Profit Sharing Plan) for the fiscal year ended December 31, 2010, together
with the report of Ernst & Young LLP, Independent Registered Public Accounting Firm, are attached
to this Annual Report on Form 11-K. The Financial Statements and the notes thereto are presented
in lieu of the financial statements required by items 1, 2 and 3 of Form 11-K and were prepared in
accordance with the financial reporting requirements of the Employee Retirement Income Security Act
of 1974.
EXHIBITS:
(23) Consent of Independent Registered Public Accounting Firm
(99) Certification Pursuant To 18 U.S.C. § 1350
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator
has duly caused this Annual Report to be signed by the undersigned, thereunto duly authorized.
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COOPER TIRE & RUBBER COMPANY
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/s/ Stephen O. Schroeder
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STEPHEN O. SCHROEDER |
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Vice President and Treasurer
Plan Administrator |
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Date: June 22, 2011
F i n a n c i a l
S t a t e m e n t s a n d
S u p p l e m e n t a l
S c h e d u l e
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
December 31, 2010 and 2009, and
Year Ended December 31, 2010
With Report of Independent Registered Public
Accounting Firm
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009, and
Year Ended December 31, 2010
Contents
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1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Supplemental Schedule |
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EX-23 |
EX-99 |
Report of Independent Registered Public Accounting Firm
The Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Cooper Tire
& Rubber Company Spectrum Investment Savings Plan (the Plan) as of December 31, 2010 and 2009, and
the related statement of changes in net assets available for benefits for the year ended December
31, 2010. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the
changes in its net assets available for benefits for the year ended December 31, 2010, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2009, is presented for the purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
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/s/ Ernst & Young LLP
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Ernst & Young LLP |
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Toledo, OH
June 22, 2011
1
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2010 |
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2009 |
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Investments, at fair value: |
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Pooled separate accounts |
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$ |
78,428,685 |
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$ |
51,671,265 |
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Interest in Investment Trust |
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61,158,631 |
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56,403,354 |
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Common stock |
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55,218,327 |
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62,404,182 |
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Mutual fund |
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8,071,084 |
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8,449,475 |
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202,876,727 |
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178,928,276 |
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Receivables: |
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Employer contributions |
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4,999,717 |
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4,543,359 |
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Notes receivable from participants |
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2,557,511 |
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1,962,293 |
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7,557,228 |
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6,505,652 |
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Net assets available for benefits, at fair value |
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210,433,955 |
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185,433,928 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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(1,112,718 |
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Net assets available for benefits |
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$ |
210,433,955 |
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$ |
184,321,210 |
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See accompanying notes.
2
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010
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Additions |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
23,855,041 |
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Interest and dividends |
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1,363,251 |
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Total investment income |
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25,218,292 |
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Transfer from other Plan |
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342,903 |
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Contributions: |
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Participant |
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12,406,374 |
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Employer |
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10,371,098 |
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Participant rollovers |
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1,859,337 |
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Total contributions |
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24,636,809 |
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Total additions |
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50,198,004 |
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Deductions |
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Participant withdrawals |
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24,085,259 |
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Net increase |
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26,112,745 |
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Net assets available for benefits: |
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Beginning of year |
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184,321,210 |
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End of year |
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$ |
210,433,955 |
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See accompanying notes.
3
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements
December 31, 2010
1. Description of the Plan
The following description of Cooper Tire & Rubber Company Spectrum Investment Savings Plan (the
Plan) provides only general information. Participants should refer to the Plan agreement for a
more complete description of the Plans provisions.
General
The Plan, as restated and amended on January 1, 2010, is a defined contribution plan covering all
salaried employees of the Cooper Tire & Rubber Company (the Company and the Plan
Administrator). The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
The Plan automatically enrolls newly eligible participants; however, participants can elect to opt
out of automatic enrollment.
The Plan has established a trust agreement with Principal Financial Group (the Trustee), to act
as trustee and record keeper of the Plans assets. The Trustee administers and invests the Plans
assets and income for the benefit of the Plans participants.
Contributions
Each year, participants may contribute up to 99% of their pretax or after-tax compensation.
Participants may direct their contributions to any of the Plans investment fund options.
The Company contributions are made annually at the discretion of the Companys Board of Directors
as provided in the Plan document. Participants may direct employer contributions immediately upon
receipt. The Company made a contribution in March 2011 in the amount of $4,999,717 for the year
ended December 31, 2010. The Company made a contribution in March 2010 in the amount of $4,543,359
for the year ended December 31, 2009. Effective July 1, 2009, the Company also contributes an
employer match in the amount of 100% of the first 1% of participant contributions and 50% of
participant contributions between 2% and 6% for a maximum employer match of 3.5%. The Company
contributed $5,371,381 and $2,510,031 related to the employer match for the years ended December
31, 2010 and 2009, respectively.
4
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Vesting
The participants are immediately vested in their contributions plus actual earnings thereon.
Participants are 100% vested in the Companys contributions plus actual earnings thereon after two
years.
Participant Accounts
Individual accounts are maintained for each participant in the Plan. Each participants account is
credited with the participants contributions, allocation of the Companys contributions, and Plan
earnings. The benefit to which a participant is entitled is the benefit that can be provided from
the participants vested account.
Forfeitures
At December 31, 2010 and 2009, forfeited nonvested accounts held in the plan totaled $79,080 and
$3,649, respectively. Future employer contributions can be reduced by future amounts forfeited by
participants.
Participant Loans
Under the Plan, participants may borrow the lesser of 50% of the vested value of their entire
account or $50,000. The interest rate is established based on the prime rate. Interest rates as of
December 31, 2010, range from 3.25% to 8.25%. The loan repayment schedule can be no longer than 60
months. Principal and interest is paid ratably through payroll deductions.
Participant Withdrawals
In the event of retirement, death, termination, permanent disability, or other separation from
service, participants are entitled to receive an amount equal to the value of the vested interest
in their accounts. Payments of benefits are taken in a lump-sum distribution. Under the Plan, the
participants who are entitled to a benefit for the reasons outlined above will have their vested
balance automatically distributed if their vested balance is less than $1,000 and rolled over to an
IRA account administered by the Trustee if their vested balance is greater than $1,000, but less
than $5,000.
In the event of hardship, as defined by the Plan, participants may make a partial or full
distribution of their accounts, subject to certain tax withholdings.
5
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the right, under the Plan to
discontinue contributions at any time, and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
During 2009, there was a partial plan termination due to the closure of the Albany plant. There was
no financial statement impact, as the affected participants were 100% vested prior to the partial
plan termination.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Reclassifications
Certain prior year amounts in the statement of net assets available for benefits have been
reclassified to conform to the current year presentation.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid
principal balance plus any accrued but unpaid interest. Interest income on notes receivable from
participants is recorded when it is earned. Related fees are recorded as administrative expenses
and are expensed when they are incurred. No allowance for credit losses has been recorded as of
December 31, 2010 or 2009. If a participant ceases to make loan repayments and the plan
administrator deems the participant loan to be a distribution, the participant loan balance is
reduced and a benefit payment is recorded.
Payment of Benefits
Benefits are recorded when paid.
6
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value, including the underlying investment in the
Principal Money Market Pooled Separate Account held by the Investment Trust as of December 31,
2010. Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date
(an exit price). See Note 3 for further discussion and disclosures related to fair value
measurement.
As of December 31, 2009, the Investment Trust included an investment in an Invesco Stable Value
Fund that invested in fully benefit-responsive guaranteed investment contracts (GICs) and
synthetic investment contracts (synthetic GICs). The statements of net assets available for
benefits present the fair value of the fully benefit-responsive investment contracts; however,
since these contracts are fully benefit-responsive an adjustment is reflected in the statement of
net assets available for benefits to present these investments at contract value. Contract value is
the relevant measurement attribute for that portion of the net assets available for benefits of a
defined contribution plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate permitted
transactions under the terms of the Plan. The fair value of the GICs are calculated by discounting
the related cash flows based on current yields of similar instruments with comparable durations.
The underlying investments of the synthetic GICs are valued at quoted redemption values on the last
business day of the Plans year-end. The fair value of the wrap contracts for synthetic GICs is
determined using the market approach discounting methodology that incorporates the difference
between current market level rates for contract level wrap fees and the wrap fee being charged. The
difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate
as of period-end. The contract value of the fully benefit-responsive investment contracts
represents contributions plus earnings, less participant withdrawals and administrative expenses.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the
Plans gains and losses on investments bought and sold as well as held during the year.
7
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Administrative Expenses
The Company pays the administrative expenses of the Plan; therefore none are reported by the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about
Fair Value Measurements, (ASU 2010-06). ASU 2010-06 amended ASC 820 to clarify certain existing
fair value disclosures and require a number of additional disclosures. The guidance in ASU 2010-06
clarified that disclosures should be presented separately for each class of assets and
liabilities measured at fair value and provided guidance on how to determine the appropriate
classes of assets and liabilities to be presented. ASU 2010-06 also clarified the requirement for
entities to disclose information about both the valuation techniques and inputs used in estimating
Level 2 and Level 3 fair value measurements. In addition, ASU 2010-06 introduced new requirements
to disclose the amounts (on a gross basis) and reasons for any significant transfers between Levels
1, 2, and 3 of the fair value hierarchy and present information regarding the purchases, sales,
issuances and settlements of Level 3 assets and liabilities on a gross basis. With the exception of
the requirement to present changes in Level 3 measurements on a gross basis, which is delayed until
2011, the guidance in ASU 2010-06 becomes effective for reporting periods beginning after December
15, 2009. Since ASU 2010-06 only affects the fair value measurement disclosures, adoption of ASU
2010-06 had no affect on the Plans net assets available for benefits or its changes in net assets
available for benefits.
8
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
New Accounting Pronouncements (continued)
In September 2010, the FASB issued Accounting Standards Update 2010-25, Reporting Loans to
Participants by Defined Contribution Pension Plans, (ASU 2010-25). ASU 2010-25 requires
participant loans to be measured at their unpaid principal balance
plus any accrued but unpaid
interest and classified as notes receivable from participants. Previously loans were measured at
fair value and classified as investments. ASU 2010-25 is effective for fiscal years ending after
December 15, 2010 and is required to be applied retrospectively. Adoption of ASU 2010-25 did not
change the value of participant loans from the amount previously reported as of December 31, 2009.
Participant loans have been reclassified to notes receivable from participants as of December 31,
2009.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (ASU 2011-04). ASU 2011-04
amended ASC 820, Fair Value Measurements and Disclosures, to converge the fair value measurement
guidance in U.S. generally accepted accounting principles (GAAP) and International Financial
Reporting Standards (IFRS). Some of the amendments clarify the application of existing fair value
measurement requirements, while other amendments change a particular principle in ASC 820. In
addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied
prospectively and are effective for annual periods beginning after December 15, 2011. Plan
management is currently evaluating the effect that the provisions of ASU 2011-04 will have on the
Plans financial statements.
9
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date (i.e., an
exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below:
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Level 1 |
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Financial assets and liabilities whose fair values are based on unadjusted quoted
prices for identical assets or liabilities in an active market that the Plan has the
ability to access at the measurement date. |
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Level 2 |
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Financial assets and liabilities whose fair values are based on quoted prices in
markets that are not active or model inputs that are observable either directly or
indirectly for substantially the full term of the asset or liability. Level 2 inputs
include the following: |
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Quoted prices for similar assets or liabilities in active
markets; |
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b. |
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Quoted prices for identical or similar assets or liabilities in
non-active markets; |
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c. |
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Pricing models whose inputs are observable for substantially
the full term of the asset or liability; and |
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Pricing models whose inputs are derived principally from or
corroborated by observable market data through correlation of other means for
substantially the full term of the asset or liability. |
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Level 3 |
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Financial assets and liabilities whose fair values are based on prices or
valuation techniques that require inputs that are both unobservable and significant to the
overall fair value measurement. These inputs reflect managements own judgment about the
assumptions that a market participant would use in pricing the asset or liability and are
based on the best available information, some of which may be internally developed. |
The level in the fair value hierarchy within which the fair value measurement is classified is
based on the lowest level input that is significant to the fair value measure in its entirety.
10
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in the methodologies used at December 31, 2010.
Pooled Separate Accounts The fair value of the investments in this category have been
estimated using the net asset value per share. The net asset value (NAV) of these accounts is
based on the market value of its underlying investments. The NAV is not a publicly-quoted price
in an active market. There are currently no redemption restrictions on these investments, except
as noted.
Interest in Investment Trust As of December 31, 2009, the sole underlying investment of the
Investment Trust was the Invesco Stable Value Fund and the fair value was estimated by
discounting the related cash flows based on current yields of similar instruments with
comparable durations considering the credit-worthiness of the issuer. As of December 31, 2010,
the sole underlying investment of the Investment Trust was the Principal Money Market Pooled
Separate Account which was valued in a similar manner as other investments in pooled separate
accounts held by the Plan.
Common Stock Valued at the closing price reported on the active market on which the
individual security is traded.
Mutual Funds Valued at the NAV of shares held by the Plan at year-end.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies and assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date.
11
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
The following tables present the Plans fair value hierarchy for those assets and liabilities
measured at fair value on a recurring basis as of December 31, 2010 and 2009:
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Fair Value Measurements at December 31, 2010 Using |
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Quoted Prices in |
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Active Markets |
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Significant Other |
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Significant |
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for Identical |
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Observable |
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Unobservable |
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December 31, |
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Assets |
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Inputs |
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Inputs |
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Description |
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2010 |
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Level (1) |
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Level (2) |
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Level (3) |
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Interest in Investment Trust |
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$ |
61,158,631 |
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$ |
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$ |
61,158,631 |
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$ |
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Pooled separate accounts: |
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Large Cap |
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20,708,901 |
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20,708,901 |
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Mid Cap |
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8,758,906 |
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8,758,906 |
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Small Cap |
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1,095,594 |
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1,095,594 |
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Lifetime |
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29,471,562 |
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29,471,562 |
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Real Estate(a) |
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1,837,642 |
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1,837,642 |
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International |
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9,871,109 |
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9,871,109 |
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|
|
|
Bond and Mortgage |
|
|
2,576,476 |
|
|
|
|
|
|
|
2,576,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Plus Bond |
|
|
4,108,495 |
|
|
|
|
|
|
|
4,108,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
55,218,327 |
|
|
|
55,218,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
8,071,084 |
|
|
|
8,071,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
202,876,727 |
|
|
$ |
63,289,411 |
|
|
$ |
139,587,316 |
|
|
$ |
|
|
|
|
|
12
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
3. Fair Value of Plan Assets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
2009 |
|
|
Level (1) |
|
|
Level (2) |
|
|
Level (3) |
|
|
Interest in Investment Trust |
|
$ |
56,403,354 |
|
|
$ |
|
|
|
$ |
56,403,354 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pooled separate accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap |
|
|
17,591,444 |
|
|
|
|
|
|
|
17,591,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid Cap |
|
|
5,904,384 |
|
|
|
|
|
|
|
5,904,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap |
|
|
443,358 |
|
|
|
|
|
|
|
443,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lifetime |
|
|
15,115,546 |
|
|
|
|
|
|
|
15,115,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate(a) |
|
|
1,289,335 |
|
|
|
|
|
|
|
1,289,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
|
8,075,761 |
|
|
|
|
|
|
|
8,075,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond and Mortgage |
|
|
1,440,446 |
|
|
|
|
|
|
|
1,440,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Plus Bond |
|
|
1,810,991 |
|
|
|
|
|
|
|
1,810,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
62,404,182 |
|
|
|
62,404,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
8,449,475 |
|
|
|
8,449,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
178,928,276 |
|
|
$ |
70,853,657 |
|
|
$ |
108,074,619 |
|
|
$ |
|
|
|
|
|
|
(a) |
|
This category includes a pooled separate account that is designed to provide returns
reflective of core U.S. real estate and includes higher quality, well leased assets in the
multi-family, industrial, office, retail, and hotel sectors. Due to current market
conditions some redemption of real estate investments may be delayed until deemed prudent.
The fair value of the investment in this category has been estimated using the net asset
value per share. |
13
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
4. Investments
During 2010, the Plans investments (including investments purchased, sold, as well as held during
the year) appreciated in fair value as determined by quoted market prices as follows:
|
|
|
|
|
|
|
Net Realized |
|
|
|
and Unrealized |
|
|
|
Appreciation in |
|
|
|
Fair Value of |
|
|
|
Investments |
|
|
|
|
|
|
Interest in Investment Trust |
|
$ |
3,762,540 |
|
Common stock |
|
|
10,235,752 |
|
Pooled separate accounts |
|
|
9,376,432 |
|
Mutual funds |
|
|
480,317 |
|
|
|
|
|
|
|
$ |
23,855,041 |
|
|
|
|
|
Investments that represent 5% of the fair value of the Plan net assets available for benefits are
as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper Tire & Rubber Company Common Stock |
|
$ |
55,218,327 |
|
|
$ |
62,404,182 |
|
Principal Money Market Pooled Separate Account* |
|
|
61,158,631 |
|
|
|
** |
|
Principal Large Cap Value III Pooled Separate
Account |
|
|
** |
|
|
|
9,025,500 |
|
Allegiant Large Cap Value I Fund |
|
|
** |
|
|
|
8,449,475 |
|
Invesco Stable Value Fund* |
|
|
** |
|
|
|
56,403,354 |
|
|
* |
|
Represents sole underlying investment of the Investment Trust as of December 31, 2010
and 2009, respectively. |
|
|
** |
|
Investment is less than 5%. |
14
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
5. Investment Trust
At December 31, 2009, the plan was invested in an Investment Trust which held an investment in the
Invesco Stable Value Fund. The Invesco Stable Value Fund investment was liquidated during 2010 and
the Investment Trust invested the proceeds in the Principal Money Market Pooled Separate Account.
The Plans interest in the Investment Trust is determined by the Plans relative asset value to the
Investment Trusts total asset value at the end of each period. Investment income is allocated to
the Plan based on its pro rata share in the net assets of the Investment Trust. These assets are
identified and allocated to each participating retirement plan. At December 31, 2010 and 2009, the
Plans interest in the net assets of the Investment Trust was approximately 60.25% and 63.0%.
The following presents the fair value of the investments in the Investment Trust:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
Investments, at fair value: |
|
|
|
|
|
|
|
|
Pooled separate accounts |
|
$ |
101,516,111 |
|
|
$ |
|
|
Interest-bearing cash |
|
|
|
|
|
|
5,554,375 |
|
Common/collective trusts |
|
|
|
|
|
|
44,154,894 |
|
Insurance company general account |
|
|
|
|
|
|
39,894,367 |
|
|
|
|
Total assets, at fair value |
|
|
101,516,111 |
|
|
|
89,603,636 |
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
|
|
|
|
(1,764,985 |
) |
|
|
|
Total assets |
|
$ |
101,516,111 |
|
|
$ |
87,838,651 |
|
|
|
|
Investment income for the Investment Trust for the year ended December 31, 2010, is as follows:
|
|
|
|
|
Interest and dividends |
|
$ |
3,100,521 |
|
Net appreciation of fair value of investments |
|
|
2,611,427 |
|
|
|
|
|
|
|
$ |
5,711,948 |
|
|
|
|
|
15
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
6. Fully Benefit-Responsive Investment Contracts
As of December 31, 2009, the Plans interest in the Investment Trust included an underlying
investment in the Invesco Stable Value Fund as an investment option available to participants. This
account was managed by Invesco Institutional (N.A.), Inc. The account is credited with participant
contributions plus earnings and charged for participant withdrawals and administrative expenses.
The Investment Trusts related investment in the Invesco Stable Value Fund was liquidated in 2010,
with the proceeds invested by the Investment Trust in the Principal Money Market Pooled Separate
Account. No loss on liquidation occurred.
Investments of the Invesco Stable Value Fund included GICs, typically issued by insurance companies
and which provide for guarantees of interest and repayment of principal. An issuer of a GIC is
contractually obligated to repay the principal and a specified interest rate or interest rate index
that is guaranteed to the Plan. There were no reserves against contract value for credit risk of
the contract issuer as of December 31, 2009. The crediting interest rate was based on a formula
agreed upon with the issuer, but was not less than zero. Such interest rates were reviewed and
reset on a monthly basis.
The Plan also invested in synthetic GICs which are wrap contracts paired with an underlying
investment or investments, usually a portfolio, owned by the Plan, of high quality, intermediate
term fixed income securities. The Plan purchased wrapper contracts from financial services
institutions. Synthetic GICs credit a stated interest rate for a specified period of time.
Investment gains and losses are amortized over the expected duration through the calculation of the
interest rate applicable to the Plan on a prospective basis. Synthetic GICs provide for a variable
crediting rate, which typically resets at least quarterly, and the issuer of the wrap contract
provides assurance that future adjustments to the crediting rate cannot result in a crediting rate
less than zero. The crediting rate is primarily based on the current yield-to-maturity of the
covered investments, plus or minus amortization of the difference between the market value and
contract value of the covered investments over the duration of the covered investments at the time
of the computation. The crediting rate is most affected by the change in the annual effective
yield-to-maturity of the underlying securities, but is also affected by the difference between the
contract value and the market value of the covered investments. Depending on the change in duration
from reset period to reset period, the magnitude of the impact to the crediting rate of the
contract to market difference is heightened or lessened. The crediting rate can be adjusted
periodically and is usually adjusted either monthly or quarterly, but in no event is the crediting
rate less than zero.
16
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
6. Fully Benefit-Responsive Investment Contracts (continued)
As described in Note 2, because GICs and synthetic GICs are fully benefit-responsive, contract
value is the relevant measurement attribute for that portion of the net assets available for
benefits attributable to the GICs and synthetic GICs. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract value.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
Average yields for GICs and synthetic GICs: |
|
|
|
|
|
|
|
|
Based on actual earning |
|
|
1.83 |
% |
|
|
2.95 |
% |
Based on interest rate credited to participants |
|
|
3.38 |
% |
|
|
3.65 |
% |
In December 2008, the Plan Sponsor announced its plan to close its tire manufacturing facility in
Albany, Georgia. This closure resulted in a workforce reduction of approximately 1,400 people,
which resulted in a partial Plan termination during 2009. All affected employees who were active
participants in the Plan became fully vested in their share of the employer contributions upon the
partial Plan termination.
As described above, a partial Plan termination is one of several events that may limit the ability
of the Plan to transact at contract value with the insurance company and financial institution
issuer of fully benefit-responsive investment contracts. Plan management has discussed the partial
Plan termination with the issuer of the contracts. This has been taken into account by the issuer
and the cash position of the account was planned accordingly. As a result, the partial Plan
termination did not have an impact on the Plans ability to transact at contract value.
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated July
13, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the applicable requirements of
the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the
related trust is tax-exempt.
17
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
7. Income Tax Status (continued)
Accounting principles generally accepted in the United States require plan management to evaluate
uncertain tax positions taken by the Plan. The financial statement effects of a tax position are
recognized when the position is more likely than not, based on the technical merits, to be
sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken
by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken
or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax
positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress. The plan administrator believes it is no
longer subject to income tax examinations for years prior to 2008.
8. Related-Party Transactions
The Plan holds units of pooled separate accounts managed by Principal Financial Group, the trustee
of the Plan. The Plan also invests in the common stock of the Plan Sponsor. These transactions
qualify as party-in-interest transactions; however, they are exempt from the prohibited
transactions rules under ERISA.
9. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of investment
securities will occur in the near term and such changes could materially affect participants
account balances and the amounts reported in the statements of net assets available for benefits.
18
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (Continued)
10. Reconciliation of financial statements to Form 5500
Form 5500 reports net assets at fair value and the financial statements report at contract value.
The following is a reconciliation of net assets available for benefits.
|
|
|
|
|
|
|
December 31 |
|
|
|
2009 |
|
|
Net assets available for benefits per Form 5500 |
|
$ |
185,433,928 |
|
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
(1,112,718 |
) |
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
184,321,210 |
|
|
|
|
|
The following is a reconciliation of net additions to net assets available for benefits:
|
|
|
|
|
|
|
Year Ended
December 31, |
|
|
|
2010 |
|
|
Net increase per Form 5500 |
|
$ |
24,657,124 |
|
Adjustment
from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
1,112,718 |
|
Transfers to plan |
|
|
342,903 |
|
|
|
|
|
Total net increase per the financial statements |
|
$ |
26,112,745 |
|
|
|
|
|
19
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
EIN #34-4297750 Plan #005
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
Description of Investment |
|
|
Identity of Issue, |
|
Including Maturity Date, |
|
|
Borrower, Lessor, or |
|
Rate of Interest, Collateral, |
|
Current |
Identity of Issue |
|
Par, or Maturity Value |
|
Value |
|
|
|
|
|
|
|
Common Stock: |
|
|
|
|
|
|
*Cooper Tire & Rubber Company |
|
2,341,744 shares, Cooper Tire & Rubber Company stock |
|
$ |
55,218,327 |
|
|
|
|
|
|
|
|
Investment Trust: |
|
|
|
|
|
|
*Principal Life Insurance Company |
|
3,660,002 shares, Principal Money Market Pooled Separate Account |
|
|
61,158,631 |
|
|
Pooled Separate Accounts: |
|
|
|
|
|
|
*Principal Life Insurance Company |
|
701,872 shares, Large Cap Value III |
|
|
9,003,556 |
|
|
|
362,597 shares, Midcap Growth III |
|
|
5,722,945 |
|
|
|
123,476 shares, International I |
|
|
4,188,624 |
|
|
|
178,842 shares, Large Cap Growth |
|
|
4,722,225 |
|
|
|
33,536 shares, Mid Cap Growth |
|
|
772,656 |
|
|
|
340,108 shares, Core Plus Bond I |
|
|
4,108,495 |
|
|
|
164,104 shares, Large Cap Growth I |
|
|
1,824,521 |
|
|
|
30,150 shares, Midcap Value I |
|
|
1,111,693 |
|
|
|
63,516 shares, Large Cap Growth II |
|
|
665,554 |
|
|
|
592,925 shares, Lifetime 2030 |
|
|
9,591,711 |
|
|
|
498,757 shares, Lifetime 2020 |
|
|
8,178,814 |
|
|
|
84,087 shares, Large Cap S&P 500 Index |
|
|
4,493,045 |
|
|
|
347,128 shares, Lifetime 2040 |
|
|
5,624,355 |
|
|
|
58,607 shares, Diversified International |
|
|
3,307,488 |
|
|
|
285 shares, Principal US Property |
|
|
|
|
|
|
195,164 shares, Lifetime 2010 |
|
|
3,079,287 |
|
|
|
2,742 shares, Bond and Mortgage |
|
|
2,576,476 |
|
|
|
40,848 shares, International Emerging Markets |
|
|
2,374,997 |
|
|
|
133,409 shares, Lifetime 2050 |
|
|
2,076,977 |
|
|
|
60,309 shares, Lifetime STR INC |
|
|
920,418 |
|
|
|
45,247 shares, Mid Cap S&P 400 Index |
|
|
1,151,612 |
|
|
|
34,876 shares, Small Cap S&P 600 Index |
|
|
885,065 |
|
|
|
5,176 shares, Small Cap Value |
|
|
210,529 |
|
|
|
2,406 shares, U.S. Property |
|
|
1,196,199 |
|
|
|
25,176 shares, Real Estate |
|
|
641,443 |
|
|
|
|
|
|
|
|
Mutual Fund: |
|
|
|
|
|
|
PNC Capital Advisors |
|
613,304 shares, PNC Large Cap Value I Fund |
|
|
8,071,084 |
|
|
|
|
|
|
|
|
*Participant loans |
|
Interest rates ranging from 3.25% to 8.25%, with the longest maturity date of December 2015 |
|
|
2,557,511 |
|
|
|
|
|
|
|
|
|
|
|
$ |
205,434,238 |
|
|
|
|
|
|
|
|
|
|
*Indicates party in interest to the Plan. |
20