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):					October 29, 2020
Cooper Tire & Rubber Company
(Exact name of registrant as specified in its charter)
Delaware			001-04329		34-4297750
(State or other jurisdiction of incorporation)			(Commission File Number)		(I.R.S Employer Identification No.)
701 Lima Avenue,	Findlay,	Ohio	419-	423-1321	45840
(Address of principal executive offices)			(Registrant's telephone number)		(Zip Code)
			Not Applicable
			(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1 par value per share			CTB		New York Stock Exchange
(Title of Each Class)			(Trading Symbol)		(Name of Each Exchange on which Registered)

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2020, Cooper Tire & Rubber Company (the "Company") issued a press release reporting its financial results for the third quarter 2020. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On October 29, 2020, the Company posted a summary slide presentation regarding third quarter 2020 (the “Slide Presentation”) on its corporate website. A copy of the Slide Presentation is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated October 29, 2020

99.2 Slide Presentation regarding third quarter 2020

SIGNATURES

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

Dated:	Cooper Tire & Rubber Company
October 29, 2020	By: /s/ Jack Jay McCracken
	Name: Jack Jay McCracken
	Title: Vice President, Assistant General Counsel & Assistant Secretary

EX-99.1

NEWS

____________________________________________________________________________________________________________________________________________

Cooper Tire & Rubber Company Reports

Third Quarter 2020 Results

FINDLAY, Ohio, October 29, 2020 – Cooper Tire & Rubber Company (NYSE: CTB) today reported third quarter 2020net income of $123 million, or diluted earnings per share of $2.42, compared with net income of $29 million, or $0.58 diluted earnings per share, for the same period last year.

Third Quarter Highlights

• Global unit volume increased 0.5 percent compared to the third quarter of 2019.

◦ Strong light vehicle unit volume growth of 9 percent in the United States was offset by a unit volume decline in Latin America due to challenging market conditions and lower production levels as the company ramps up its plant in Mexico.

◦ International segment unit volume increased 10.1 percent, led by Asia.

• Net sales increased 8.6 percent from the third quarter of 2019 to $765 million, with increases in both the Americas and International segments.

• Operating profit was $172 million, or 22.4 percent of net sales, compared to operating profit of $53 million, or 7.5 percent of net sales, in 2019. 

◦ The quarter included a $49 million benefit in operating profit from lower product liability costs related to an adjustment of the company's product liability reserves. The third quarter of 2019 included a similar adjustment of $4 million.

◦ Operating profit for the Americas segment was $176 million, an all-time record for the segment in any quarter, even after excluding the $49 million benefit from the product liability adjustment.

◦ International segment operating profit was $9 million, compared to an operating loss of $5 million for the same period a year ago.

• At the end of the third quarter, Cooper had $496 million in unrestricted cash and cash equivalents compared with $137 million in 2019. During the quarter, the company repaid $240 million on its revolving credit facilities.

“Following a first half that was significantly impacted by the global pandemic, our third quarter performance reflected a strong rebound for Cooper, validating our strategic initiatives and our team’s ability to execute and react quickly to market opportunities. As a result, in the U.S., our third quarter unit volume increase of 9 percent significantly outperformed the USTMA and exceeded the total industry. Beyond the benefit provided by an adjustment to our product liability reserves, lower raw material costs combined with favorable price, mix and volume, all contributed to a strong result for the quarter,” said Cooper President & Chief Executive Officer Brad Hughes.

“Coming off an exceptionally strong third quarter and the coronavirus-related production disruptions earlier in the year, our inventory levels are lower than normal. In the near term, this will challenge our ability to meet continuing strong customer demand. We are leveraging our global manufacturing footprint and taking actions to increase production to meet the growing demand.”

-more-

Cooper Q32020—2

Consolidated Results

Cooper Tire	Q3 2020 ($M)			Q3 2019 ($M)			Change
Net Sales	$	765		$	704		8.6	%
Operating Profit	$	172		$	53		225.5	%
Operating Margin	22.4		%	7.5		%	14.9	ppts.

Third quarter net sales were $765 million compared with $704 million in the third quarter of 2019, an increase of 8.6 percent. Third quarter net sales were positively impacted by $55 million of favorable price and mix, $4 millionof higher unit volume and $2 million of favorable foreign currency impact. Operating profit was $172 millioncompared with operating profit of $53 million in the third quarter of 2019. The quarter included $48 million of favorable raw material costs, $35 million of favorable price and mix, $2 million of lower manufacturing costs, and $1 million of higher unit volume. This was partially offset by $5 millionhigher selling, general and administrative (SG&A) expenses and $2 million of higher other costs.

As part of its regular review of product liability reserves, Cooper monitors trends and analyzes developments and variables likely to impact pending and anticipated product liability claims against the company. Based on the review completed in the third quarter, the company reduced its estimate of pending and anticipated product liability claims, which resulted in a benefit of $49 million during the third quarter of 2020. In 2019, a similar review was performed, and Cooper recognized a benefit of $4 million in the third quarter of that year. This adjustment, as well as normal activity in product liability expenses, including current case activity and legal fees, resulted in product liability expense in the third quarter of 2020 that was $40 million lower than the same quarter of 2019.

Cooper's third quarter raw material index decreased 13.6 percent compared to the third quarter of 2019. The raw material index decreased 1.2 percent sequentially from 137.4 in the second quarter of 2020 to 135.8 in the third quarter of 2020.

The effective tax rate for the third quarter was 24.6 percent compared with 21.0 percent for the same period the prior year. The tax rate for the third quarter of 2020 was primarily driven by the mix of earnings among different tax jurisdictions. The tax rate for the third quarter of 2019 included $2 million of discrete items that favorably impacted the tax rate. The effective tax rate is based on forecasted annual earnings and tax rates for the various jurisdictions in which the company operates.

At the end of the third quarter, Cooper had $496 million in unrestricted cash and cash equivalents compared with $137 million at the end of the third quarter of 2019. As a reminder, during the first quarter of 2020 the company drew down $270 million on its revolving credit facilities to maximize financial flexibility. During the third quarter, the company repaid $240 million on its revolving credit facilities and has no remaining balance outstanding. The significant improvement in cash was primarily driven by strong operating results, as well as actions to reduce working capital, capital expenditures and discretionary spending.

Capital expenditures in the third quarter were $24 million, compared with $50 million, in the same period a year ago.

Return on invested capital was 10.2 percent for the trailing four quarters.

-more-

Cooper Q32020—3

Americas Tire Operations

Americas Tire Operations	Q3 2020 ($M)			Q3 2019 ($M)			Change
Net Sales	$	660		$	602		9.6	%
Operating Profit	$	176		$	68		158.7	%
Operating Margin	26.6		%	11.3		%	15.3	ppts.

Third quarter net sales in the Americas segment increased 9.6 percent as a result of $59 million of favorable price and mix and $1 millionof higher unit volume, which were partially offset by $2 million of unfavorable foreign currency impact. For the quarter, segment unit volume was up 0.1 percent compared to the same period a year ago.

Cooper’s third quarter total light vehicle tire shipments in the U.S. increased 9.0 percent. The U.S. Tire Manufacturers Association (USTMA) reported that its member shipments of light vehicle tires in the U.S. decreased 1.2 percent. Total industry shipments (including an estimate for non-USTMA members) increased 8.1 percent for the period.

Third quarter operating profit was $176 million, or 26.6 percent of net sales, compared with $68 million, or 11.3 percent of net sales, for the same period in 2019. Operating profit included $39 million of favorable raw material costs and $34 million of favorable price and mix. The quarter also included $40 million of lower net product liability expense. These were partially offset by $3 million higher SG&A expenses, $1 million of unfavorable manufacturing, and $1 million of higher other costs.

International Tire Operations

International Tire Operations	Q3 2020 ($M)			Q3 2019 ($M)			Change
Net Sales	$	142		$	132		7.5	%
Operating Profit/(Loss)	$	9		$	(5	)	N.M.
Operating Margin	6.2		%	(3.7		)%	9.9	ppts.

Third quarter net sales in the International segment increased 7.5 percent as a result of $13 million of higher unit volume and $4 million of favorable foreign currency impact, which were partially offset by $7 million of unfavorable price and mix. For the quarter, segment unit volume was up 10.1 percent compared to the same period a year ago.

The segment's third quarter operating profit was $9 million compared with an operating loss of $5 million in the third quarter of 2019. The quarter included $9 million of lower raw material costs, $3 million of lower manufacturing costs, $1 million of higher unit volume, $1 million of favorable price and mix and $1 million of lower SG&A expenses. These were partially offset by $1 million of higher other costs.

Outlook

“The strength of our third quarter performance and the pandemic-related temporary plant closures earlier in the year have reduced our inventory levels, which will affect our ability to meet global demand for our tires in the fourth quarter. This will result in modestly lower global unit volume for the second half of 2020 compared to 2019. Yet, we expect to achieve operating profit margin within our stated mid-term target of 10 to 14 percent for the second half 2020, excluding the $49 million benefit from the adjustment of our product liability reserves in the third quarter. Our strategic initiatives are unlocking the relevance of our brand with our customers and consumers, creating additional growth opportunities. We are on the right strategic path and our team will continue to drive our initiatives to achieve our long-term goals,” Hughes said.

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Cooper Q32020—4

Third Quarter 2020 Conference Call Today at 10 a.m. Eastern

Management will discuss the financial and operating results for the third quarter, as well as provide an update on its business and outlook, on a conference call for analysts and investors today at 10 a.m. EDT. The call may be accessed on the investor relations page of the company’s website at http://coopertire.com/Investors.aspx or at https://services.choruscall.com/links/ctb201029.html.Following the conference call, the webcast will be archived and available for 90 days at these websites.

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

Forward-Looking Statements

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

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

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

• the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the company’s financial condition, operations, distribution channels, customers and suppliers, as well as potentially exacerbating other factors discussed herein;

• changes in the company’s customer or supplier relationships or distribution channels, due to the ongoing COVID-19 pandemic or otherwise, including the write-off of outstanding accounts receivable or loss of particular business for competitive, credit, liquidity, supply chain, bankruptcy, restructuring or other reasons;

• the company's ability to maintain full operations at facilities that had been idled and restarted due to the COVID-19 pandemic, and the impact of other disruptions to the company's operations relating to the pandemic, including due to travel and other government-imposed restrictions;

• the costs and timing of restructuring actions and impairments or other charges resulting from such actions, or disruptions or other adverse impacts of such actions, including restructuring and related actions in Europe, the U.S. and at the company's manufacturing facility in Mexico, after the company's purchase of the remaining noncontrolling interest in such facility in January, or from adverse industry, market or other developments, including the impact of the COVID-19 pandemic;

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

• the failure to achieve expected sales levels;

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

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

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

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

• changes in economic and business conditions in the world, including changes related to the COVID-19 pandemic and to the United Kingdom’s withdrawal from the European Union;

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

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Cooper Q32020—5

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

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

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

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

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

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

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

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

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

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

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

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

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

• technology advancements;

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

• failure to attract or retain key personnel;

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

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

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

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

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

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

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

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Cooper Q32020—6

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

About Cooper Tire & Rubber Company

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

Investor Contact:                        Media Contact:

Jerry Bialek                            Anne Roman

419.424.4165                            419.429.7189

investorrelations@coopertire.com                    alroman@coopertire.com

###

Cooper Tire & Rubber Company
Condensed Consolidated Statements of Income
(Unaudited)
(Dollar amounts in thousands except per share amounts)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net sales	$	764,850		$	704,134		$	1,792,803		$	2,002,428
Cost of products sold	527,575			589,768			1,433,976			1,700,662
Gross profit	237,275			114,366			358,827			301,766
Selling, general and administrative expense	65,768			60,786			175,833			183,452
Restructuring expense	—			811			12,404			7,442
Operating profit	171,507			52,769			170,590			110,872
Interest expense	(5,400		)	(7,476		)	(16,914		)	(23,599		)
Interest income	559			1,507			2,905			6,887
Other pension and postretirement benefit expense	(5,621		)	(9,562		)	(15,413		)	(28,212		)
Other non-operating income (expense)	2,303			(509		)	3,678			(593		)
Income before income taxes	163,348			36,729			144,846			65,355
Income tax provision	40,225			7,721			38,683			19,908
Net income	123,123			29,008			106,163			45,447
Net income (loss) attributable to noncontrolling shareholders' interests	519			(336		)	1,365			301
Net income attributable to Cooper Tire & Rubber Company	$	122,604		$	29,344		$	104,798		$	45,146
Earnings per share:
Basic	$	2.44		$	0.58		$	2.08		$	0.90
Diluted	2.42			0.58			2.08			0.90
Weighted average shares outstanding (000s):
Basic	50,323			50,179			50,281			50,148
Diluted	50,616			50,358			50,425			50,366
Segment information:
Net Sales
Americas Tire	$	659,538		$	601,957		$	1,542,116		$	1,699,201
International Tire	142,153			132,270			345,464			414,569
Eliminations	(36,841		)	(30,093		)	(94,777		)	(111,342		)
Operating profit (loss):
Americas Tire	$	175,747		$	67,941		$	207,970		$	153,544
International Tire	8,766			(4,831		)	(67		)	(7,466		)
Unallocated corporate charges	(13,355		)	(11,051		)	(38,761		)	(34,781		)
Eliminations	349			710			1,448			(425		)

Cooper Tire & Rubber Company
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollar amounts in thousands)
	September 30,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	495,599	$	137,093
Notes receivable	15,622		8,647
Accounts receivable	568,937		617,753
Inventories	421,142		566,880
Other current assets	42,676		48,501
Total current assets	1,543,976		1,378,874
Property, plant and equipment, net	1,028,002		1,011,792
Operating lease right-of-use assets, net	85,230		86,285
Goodwill	18,851		18,851
Intangibles, net	100,309		113,510
Deferred income tax assets	32,791		24,256
Investment in joint venture	50,794		48,936
Other assets	20,444		14,112
Total assets	$	2,880,397	$	2,696,616
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	15,422	$	16,188
Accounts payable	263,567		253,821
Accrued liabilities	299,272		305,477
Income taxes payable	39,080		15,787
Current portion of long-term debt and finance leases	22,923		173,578
Total current liabilities	640,264		764,851
Long-term debt and finance leases	319,438		120,657
Noncurrent operating leases	63,952		60,335
Postretirement benefits other than pensions	227,264		234,773
Pension benefits	136,900		106,577
Other long-term liabilities	142,176		140,960
Deferred income tax liabilities	1,773		—
Total parent stockholders' equity	1,328,107		1,209,110
Noncontrolling shareholders' interests in consolidated subsidiaries	20,523		59,353
Total liabilities and equity	$	2,880,397	$	2,696,616

Cooper Tire & Rubber Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollar amounts in thousands)
	Nine Months Ended September 30,
	2020			2019
Operating activities:
Net income	$	106,163		$	45,447
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	118,131			111,518
Stock-based compensation	4,071			3,473
Change in LIFO inventory reserve	(39,845		)	2,438
Amortization of unrecognized postretirement benefits	27,212			27,314
Changes in operating assets and liabilities:
Accounts and notes receivable	(41,929		)	(80,571		)
Inventories	78,008			(96,043		)
Other current assets	(10,411		)	(352		)
Accounts payable	3,563			(2,492		)
Accrued liabilities	(5,008		)	(5,350		)
Other items	5,935			(19,795		)
Net cash provided by (used in) operating activities	245,890			(14,413		)
Investing activities:
Additions to property, plant and equipment and capitalized software	(96,604		)	(155,808		)
Investment in joint venture	—			(49,001		)
Proceeds from the sale of assets	146			6
Net cash used in investing activities	(96,458		)	(204,803		)
Financing activities:
Issuances of short-term debt	327,860			1,488
Repayment of short-term debt	(333,129		)	(588		)
Issuance of long-term debt	31,142			—
Repayment of long-term debt and finance lease obligations	(11,299		)	(1,196		)
Acquisition of noncontrolling shareholder interest	(62,272		)	—
Payment of financing fees	—			(2,207		)
Payments of employee taxes withheld from share-based awards	(990		)	(1,376		)
Payment of dividends to Cooper Tire & Rubber Company stockholders	(15,840		)	(15,799		)
Issuance of common shares related to stock-based compensation	2,122			114
Net cash used in financing activities	(62,406		)	(19,564		)
Effects of exchange rate changes on cash	(693		)	1,958
Net change in cash, cash equivalents and restricted cash	86,333			(236,822		)
Cash, cash equivalents and restricted cash at beginning of period	413,124			378,246
Cash, cash equivalents and restricted cash at end of period	$	499,457		$	141,424
Cash and cash equivalents	$	495,599		$	137,093
Restricted cash included in Other current assets	2,361			2,850
Restricted cash included in Other assets	1,497			1,481
Total cash, cash equivalents and restricted cash	$	499,457		$	141,424

Cooper Tire & Rubber Company

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

(Dollar amounts in thousands)

RETURN ON INVESTED CAPITAL (ROIC)
	Trailing Four Quarters Ended September 30, 2020
Calculation of ROIC							Calculation of Net Interest Tax Effect
Operating profit				$	234,173		Adjusted (Non-GAAP) provision for income taxes (c)					$	48,736
Adjusted (Non-GAAP) effective tax rate	25.8		%				Income before income taxes (d)					$	189,164
Income tax expense on operating profit	60,332						Adjusted (Non-GAAP) effective income tax rate (c)/(d)					25.8		%
Adjusted operating profit after taxes (a)				173,841
Total invested capital (b)				$	1,704,849
ROIC, including noncontrolling equity (a)/(b)				10.2		%
Calculation of Invested Capital (five quarter average)
	Equity			Long-term debt and finance leases			Current portion of long-term debt and finance leases		Short-term borrowings			Total invested capital
September 30, 2020	$	1,348,630		$	319,438		$	22,923	$	15,422		$	1,706,413
June 30, 2020	1,197,471			324,610			21,696		244,745			1,788,522
March 31, 2020	1,195,740			301,920			15,477		277,844			1,790,981
December 31, 2019	1,327,733			309,148			10,265		12,296			1,659,442
September 30, 2019	1,268,463			120,657			173,578		16,188			1,578,886
Five quarter average	$	1,267,607		$	275,155		$	48,788	$	113,299		$	1,704,849
Calculation of Trailing Four Quarter Income and Expense Inputs
Quarter-ended:	Operating profit (loss) as reported			Income tax (benefit) provision as reported			Income tax overlay*		Adjusted (benefit) provision for income taxes			(Loss) income before income taxes as reported
September 30, 2020	$	171,507		$	40,225		$	—	$	40,225		$	163,348
June 30, 2020	5,311			(882		)	—		(882		)	(6,525		)
March 31, 2020	(6,228		)	(659		)	—		(659		)	(11,976		)
December 31, 2019	63,583			(8,554		)	18,606		10,052			44,317
Trailing four quarters	$	234,173		$	30,130		$	18,606	$	48,736		$	189,164
*The company recorded an income tax benefit of $18,606 as a result of the implementation of a business realignment strategy in Europe in the fourth quarter of 2019.

EX-99.2

Company Update Third Quarter 2020 October 29, 2020

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

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

Three Months Ended September 30, 2020 Financial Performance Highlights (millions USD, except EPS) Change from Prior Net Sales by Segment Q3 2020 Q3 2019 Year Americas Tire $ 660 $ 602 9.6% International Tire 142 132 7.5% Eliminations (37) (30) 22.4% Total Company $ 765 $ 704 8.6% Operating Profit (Loss) by Segment OP % OP % Americas Tire $ 176 26.6 $ 68 11.3 $ 108 International Tire 9 6.2 (5) (3.7) 14 Unallocated Corporate Charges (13) (11) (2) Eliminations — 1 — Total Company $ 172 22.4 $ 53 7.5 $ 119 Earnings per share, diluted $ 2.42 $ 0.58 $ 1.84 Cash and cash equivalents $ 496 $ 137 $ 359 Amounts are unaudited and may not add due to rounding. 4

Nine Months Ended September 30, 2020 Financial Performance Highlights (millions USD, except EPS) Nine Months Ended Nine Months Ended Change from Net Sales by Segment September 30, 2020 September 30, 2019 Prior Year Americas Tire $ 1,542 $ 1,699 (9.2%) International Tire 345 415 (16.7%) Eliminations (95) (111) (14.9%) Total Company $ 1,793 $ 2,002 (10.5%) Operating Profit (Loss) by Segment OP % OP % Americas Tire $ 208 13.5 $ 154 9.0 $ 54 International Tire — — (7) (1.8) 7 Unallocated Corporate Charges (39) (35) (4) Eliminations 1 — 2 Total Company $ 171 9.5 $ 111 5.5 $ 60 Earnings per share, diluted $ 2.08 $ 0.90 $ 1.18 Cash and cash equivalents $ 496 $ 137 $ 359 Amounts are unaudited and may not add due to rounding. 5

Operating Results Walk Total Company Q3 2019 to Q3 2020 ($ millions) $83 $119 $200 Net Price/Mix vs. 2 1 40 Raw Materials 172 (5) (2) $150 35 48 $100 53 $50 $0 SG&A Other Volume Price/Mix Raw Materials Manufacturing Product Liability 2019 Operating Profit 2020 Operating Profit Amounts are unaudited and may not add due to rounding. 6

Operating Results Walk Americas Tire Operations Q3 2019 to Q3 2020 ($ millions) $108 $73 $200 Net Price/Mix vs. Raw Materials 40 176 (3) (1) (1) $150 34 39 $100 68 $50 $0 SG&A Other Price/Mix Raw Materials Manufacturing Product Liability 2019 Operating Profit 2020 Operating Profit Amounts are unaudited and may not add due to rounding. 7

Operating Results Walk International Tire Operations ($ millions) Q3 2019 to Q3 2020 $14 $15 $10 Net Price/Mix vs. Raw Materials 1 $10 1 9 3 (1) 1 $5 9 $0 (5) $-5 SG&A Other Volume Price/Mix Raw Materials Manufacturing 2019 Operating Loss 2020 Operating Profit Amounts are unaudited and may not add due to rounding. 8

300 250 CTB Raw Material Price Index 200 150 100 50 9 0 1Q02 North America Q4 2020 is 1Qan estimate03 1Q04 1Q05 1Q06 1Q07 1Q08 1Q09 1Q10 1Q11 1Q12 Q3 2020 Average = 135.8 1Q13 1Q14 1Q15 1Q16 1Q17 1Q18 1Q19 1Q20

Non-GAAP Measures Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). The company’s methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies. Pursuant to the requirements of SEC Regulation G, detailed reconciliations between the company’s GAAP and non-GAAP financial results were posted, by incorporation within this presentation, on the company’s Investor Relations website at http://coopertire.com/investors.aspx on the day the company’s operating and financial results were announced for the quarter ended September 30, 2020 and management presented certain non-GAAP financial measures during a conference call with analysts and investors. Investors are advised to carefully review and consider this information as well as the GAAP financial results that are disclosed in the company’s earnings releases and annual and quarterly SEC filings. 10

Non-GAAP Measures Return on Invested Capital (ROIC) The company is using non-GAAP financial measures in this document because it considers them to be important supplemental measures of the company’s performance. The company believes ROIC provides additional insight for analysts and investors in evaluating the company’s financial and operating performance. The company defines ROIC as the trailing four quarters’ after tax operating profit, utilizing the company’s adjusted effective tax rate, divided by the total invested capital, which is the average of ending debt and equity for the last five quarters. The company believes ROIC is a useful measure of how effectively the company uses capital to generate profits. Calculation of Return on Invested Capital for October 1, 2019 - September 30, 2020 (millions USD) Operating profit $ 234 Adjusted (Non-GAAP) effective tax rate 25.8 % Income tax expense on operating profit $ 60 Adjusted operating profit after taxes $ 174 Total invested capital $ 1,705 Return on invested capital 10.2 % 11 Amounts may not add due to rounding.

Non-GAAP Measures Trailing Four Quarter Effective Tax Rate (millions USD) Adjusted (Non-GAAP) provision for income taxes $ 49 Income before income taxes 189 Adjusted (Non-GAAP) effective income tax rate 25.8 % Calculation of Total Invested Capital (five quarter average) (millions USD) Long-term Current portion debt and of long-term Total finance debt and Short-term invested Equity leases finance leases borrowings capital September 30, 2020 $ 1,349 $ 319 $ 23 $ 15 $ 1,706 June 30, 2020 1,197 325 22 245 1,789 March 31, 2020 1,196 302 15 278 1,791 December 31, 2019 1,328 309 10 12 1,659 September 30, 2019 1,268 121 174 16 1,579 Five Quarter Average $ 1,268 $ 275 $ 49 $ 113 $ 1,705 12 Amounts may not add due to rounding.

Non-GAAP Measures Calculation of Trailing Four Quarter Income and Expense Inputs (millions USD) Income tax Operating (benefit) Adjusted (benefit) (Loss) income profit (loss) as provision as Income tax provision for before income Quarter-ended: reported reported overlay* income taxes taxes as reported September 30, 2020 $ 172 $ 40 $ — $ 40 $ 163 June 30, 2020 5 (1) — (1) (7) March 31, 2020 (6) (1) — (1) (12) December 31, 2019 64 (9) 19 10 44 Trailing four quarters $ 234 $ 30 $ 19 $ 49 $ 189 *The company recorded an income tax benefit of $19 as a result of the implementation of a business realignment strategy in Europe in the fourth quarter of 2019. 13 Amounts may not add due to rounding.

Risks It is possible that actual results may differ materially from projections or expectations due to a variety of factors, including, but not limited to: • the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the company's financial condition, operations, distribution channels, customers and suppliers, as well as potentially exacerbating other factors discussed herein; • changes in the company’s customer or supplier relationships or distribution channels, due to the ongoing COVID-19 pandemic or otherwise, including the write-off of outstanding accounts receivable or loss of particular business for competitive, credit, liquidity, supply chain, bankruptcy, restructuring or other reasons; • the company's ability to maintain full operations at facilities that had been idled and restarted due to the COVID-19 pandemic, and the impact of other disruptions to the company's operations relating to the pandemic, including due to travel and other government-imposed restrictions; • the costs and timing of restructuring actions and impairments or other charges resulting from such actions, or disruptions or other adverse impacts of such actions, including restructuring and related actions in Europe. the U.S. and at the company's manufacturing facility in Mexico, after the company's purchase of the remaining noncontrolling interest in such facility in January, or from adverse industry, market or other developments, including the impact of the COVID-19 pandemic; • volatility in raw material and energy prices, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources; • the failure to achieve expected sales levels; • volatility in the capital and financial markets or changes to the credit markets and/or access to those markets; • the failure of the company’s suppliers to timely deliver products or services in accordance with contract specifications; • changes to tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on tires, raw materials or manufacturing equipment which the company uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the U.S. from China or other countries; • the impact of labor problems, including labor disruptions at the company, its joint ventures, or at one or more of its large customers or suppliers; • changes in economic and business conditions in the world, including changes related to the COVID-19 pandemic and to the United Kingdom’s withdrawal from the European Union; • the inability to obtain and maintain price increases to offset higher production, tariffs, raw material, energy or other costs; • a disruption in, or failure of, the company’s information technology systems, including those related to cybersecurity, could adversely affect the company’s business operations and financial performance; • increased competitive activity, including actions by larger competitors or lower-cost producers; • the failure to develop technologies, processes or products needed to support consumer or customer demand or changes in consumer or customer behavior, brand perceptions, and preferences, including changes in sales channels; • consolidation or other cooperation by and among the company’s competitors or customers; • inaccurate assumptions used in developing the company’s strategic plan or operating plans, or the inability or failure to successfully implement such plans or to realize the anticipated savings or benefits from strategic actions; • risks relating to investments and acquisitions, including the failure to successfully integrate them into operations or their related financings may impact liquidity and capital resources; • the ultimate outcome of litigation brought against the company, including product liability claims, which could result in commitment of significant resources and time to defend and possible material damages against the company or other unfavorable outcomes; • the failure to successfully ramp up production at the company's ACTR joint venture to produce TBR tires according to plans, and the ability to find and develop alternative sources for TBR tires; • government regulatory and legislative initiatives including environmental, healthcare, privacy and tax matters; • changes in interest or foreign exchange rates or the benchmarks used for establishing the rates; • an adverse change in the company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit markets; • failure to implement information technologies or related systems, including failure by the company to successfully implement ERP systems; • the risks associated with doing business outside of the U.S.; • technology advancements; • the inability to recover the costs to refresh existing products or develop and test new products or processes; • failure to attract or retain key personnel; • changes in pension expense and/or funding resulting from the company’s pension strategy, investment performance of the company’s pension plan assets and changes in discount rate or expected return on plan assets assumptions, changes to participant behavior, or changes to related accounting regulations; • changes in the company’s relationship with its joint venture partners or suppliers, including any changes with respect to its former PCT joint venture's production of TBR tires; • tax-related issues, including the ability to support certain tax positions, the impact of tax reform legislation and the inability to utilize deferred tax assets; • a variety of factors, including market conditions, may affect the actual amount expended on stock repurchases; the company’s ability to consummate stock repurchases; changes in the company’s results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of stock repurchases, which may occur at any time; and • the inability to adequately protect the company’s intellectual property rights. 14

XML

Cover Page	Oct. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 29, 2020
Entity Registrant Name	Cooper Tire & Rubber Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-04329
Entity Tax Identification Number	34-4297750
Entity Address, Address Line One	701 Lima Avenue,
Entity Address, City or Town	Findlay,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45840
City Area Code	419-
Local Phone Number	423-1321
Title of 12(b) Security	Common Stock, $1 par value per share
Trading Symbol	CTB
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000024491
Amendment Flag	false