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):					May 3, 2021
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 May 3, 2021, Cooper Tire & Rubber Company (the "Company") issued a press release reporting its financial results for the first quarter 2021. 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 May 3, 2021, the Company posted a summary slide presentation regarding first quarter 2021 (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 May 3, 2021

99.2 Slide Presentation regarding first quarter 2021

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
May 3, 2021	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

First Quarter 2021 Results

FINDLAY, Ohio, May 3, 2021 – Cooper Tire & Rubber Company (NYSE: CTB) today reported first quarter 2021net income of $22 million, or diluted earnings per share of $0.43, compared with a net loss of $12 million, or diluted loss per share of $0.23, for the same period last year.

First Quarter Highlights

•Global unit volume increased 16.6 percent compared to the first quarter of 2020.

•Net sales increased 23.3 percent from the first quarter of 2020 to $656 million.

•Operating profit was $38 million, or 5.8 percent of net sales, compared to an operating loss of $6 million, or 1.2 percent of net sales, in 2020.

•The quarter included $11 million of costs related to the proposed merger with Goodyear.

•Net income was $22 million, or $0.43 diluted earnings per share.

“We are pleased to have delivered strong first quarter operating results. Our teams continued to do a great job executing our strategy, which resulted in first quarter 2021 volume that exceeded not only the coronavirus-impacted 2020 level, but also 2019 in both segments,” said President & Chief Executive Officer Brad Hughes. “Within the Americas segment, our U.S. volume significantly outperformed the USTMA and the total industry. Our International segment volume increased nearly 50 percent compared to the first quarter of 2020.

“Demand remained strong for the industry and Cooper in the first quarter. Our unit volume performance in the quarter, while strong, continued to be constrained by supply that fell short of demand, caused in part by severe weather in the southern U.S. that impacted our ability to produce and move products. The Cooper value proposition of providing high quality tires at an affordable price remains compelling for consumers. We will continue to leverage our global production footprint and capabilities to meet this continued strong demand.

“As previously announced, Cooper stockholders overwhelmingly voted in favor of the proposed Goodyear-Cooper business combination. We expect to complete the merger in the second half of 2021, however the transaction could close earlier, following and subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Cooper looks forward to being part of a stronger combined organization that represents the best of what both our companies have to offer to customers, consumers, and shareholders.”

-more-

Cooper Q1 2021—2

Consolidated Results

Cooper Tire	Q1 2021 ($M)			Q1 2020 ($M)			Change
Net Sales	$	656		$	532		23.3	%
Operating Profit/(Loss)	$	38		$	(6)		706.6	%
Operating Margin	5.8		%	(1.2)		%	7.0	ppts.

First quarter net sales were $656 million compared with $532 million in the first quarter of 2020, an increase of 23.3 percent. First quarter net sales were positively impacted by $88 millionof higher unit volume, $30 million of favorable price and mix, and $6 million of favorable foreign currency impact. Operating profit was $38 million compared with an operating loss of $6 million in the first quarter of 2020. The quarter included $29 million of higher unit volume and $13 million of favorable price and mix. In addition, the first quarter included $7 million of lower raw material costs, which is more than explained by lower tariff costs resulting from the company's sourcing strategy. The quarter also included $3 million of decreased manufacturing costs and $2 million of lower product liability expense compared to the first quarter of 2020. These were partially offset by $20 million of higher selling, general and administrative expenses and $1 million of higher other costs. The first quarter of 2020 included $11 million of restructuring charges related to the transition at the company's now wholly owned Mexico manufacturing facility.

The increase in selling, general and administrative expenses in the first quarter of 2021 included $11 million of costs associated with the proposed merger. This included $5 million of advisory, legal and other professional fees, as well as an increase of $6 million in mark to market costs of stock-based liabilities subsequent to the merger announcement. The mark to market cost represents the impact of the movement in the company's closing stock price from the last trading day prior to the merger agreement announcement compared to the closing price of the company's stock on the day of the announcement. The first quarter of 2021 also included an increase in mark to market costs of stock-based liabilities aside from the announcement, and an increase in incentive compensation costs. Incentive compensation costs were reduced in the first quarter of 2020 when the company revised its full-year 2020 outlook as a result of the forecasted impact of the global pandemic.

Cooper's first quarter raw material index increased 1.9 percent compared to the first quarter of 2020. The raw material index increased 6.1 percent sequentially from 144.8 in the fourth quarter of 2020 to 153.6 in the first quarter of 2021.

The effective tax rate for the first quarter was 27.9 percent. The first quarter 2021 effective tax rate was impacted by $5 million of merger-related costs, which are not tax deductible. 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 first quarter, Cooper had $460 million in unrestricted cash and cash equivalents. This compares with $433 million at the end of the first quarter of 2020, which included a $270 million draw on the company's revolving credit facility.

Capital expenditures in the first quarter were $57 million, compared with $55 million in the same period a year ago.

Return on invested capital was 11.8 percent for the trailing four quarters.

-more-

Cooper Q1 2021—3

Americas Tire Operations

Americas Tire Operations	Q1 2021 ($M)			Q1 2020 ($M)			Change
Net Sales	$	562		$	457		23.0	%
Operating Profit	$	60		$	10		473.8	%
Operating Margin	10.7		%	2.3		%	8.4	ppts.

First quarter net sales in the Americas segment increased 23.0 percent as a result of $62 millionof higher unit volume and $43 million of favorable price and mix. For the quarter, segment unit volume was up 13.6 percent compared to the same period a year ago.

Cooper’s first quarter total light vehicle tire shipments in the U.S. increased 18.4 percent. The U.S. Tire Manufacturers Association (USTMA) reported that its member shipments of light vehicle tires in the U.S. increased 13.7 percent. Total industry shipments (including an estimate for non-USTMA members) increased 10.9 percent for the period.

First quarter operating profit was $60 million, or 10.7 percent of net sales, compared with $10 million, or 2.3 percent of net sales, for the same period in 2020. Operating profit included $22 million of higher unit volume, $15 million of favorable price and mix, $4 million of lower raw material costs, $2 million of lower product liability expense and $1 million of decreased manufacturing costs compared to the first quarter of 2020. These were partially offset by $3 million of higher selling, general and administrative expenses and $2 million of higher other costs compared to the first quarter of 2020. Operating profit in the first quarter of 2020 also included $11 million of restructuring charges related to the transition at the company's now wholly owned Mexico manufacturing facility.

International Tire Operations

International Tire Operations	Q1 2021 ($M)			Q1 2020 ($M)			Change
Net Sales	$	139		$	102		36.1	%
Operating Profit/(Loss)	$	3		$	(10)		N.M.
Operating Margin	2.3		%	(10.0)		%	12.3	ppts.

First quarter net sales in the International segment increased 36.1 percent as a result of $48 million of higher unit volume and $6 million of favorable foreign currency impact, which were partially offset by $17 million of unfavorable price and mix. For the quarter, segment unit volume was up 47.2 percent compared to the same period a year ago.

The segment's first quarter operating profit was $3 million compared with an operating loss of $10 million in the first quarter of 2020. The quarter included $7 million of higher unit volume, $3 million of lower raw material costs, as the segment utilizes the FIFO method of inventory valuation, $2 million of decreased manufacturing costs and $2 million of favorable price and mix. These were partially offset by $1 million of higher selling, general and administrative costs in the first quarter of 2021 compared to the first quarter of 2020.

-more-

Cooper Q1 2021—4

First Quarter 2021 Conference Call

Due to the proposed acquisition of Cooper by Goodyear, Cooper will not host a conference call to
discuss its first quarter 2021 results. For additional materials related to Cooper’s results, please visit
https://investors.coopertire.com/Quarterly-Results.

Forward-Looking Statements

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:

•the ability to complete the proposed merger of the company and Goodyear on anticipated terms and timetable;

•the effect of restructuring or reorganization of business components;

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

•continued 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, which may impact the price-adjustment calculations under sales contracts;

•delays or disruptions in the supply chain resulting in increased costs or disruptions in operations;

•the ability to cost-effectively achieve planned production rates or levels;

•the ability to successfully identify and consummate any strategic investments or development projects;

•the outcome of any contractual disputes with customers, joint venture partners or any other litigation or arbitration;

•impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes;

•the ability to maintain adequate liquidity, level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of the business;

•the ability to continue to pay cash dividends, and the amount and timing of any cash dividends;

•availability of capital and ability to maintain adequate liquidity;

•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;

•the ability of our customers, joint venture partners and third party service providers to meet their obligations on a timely basis or at all;

•adverse changes in interest rates and tax laws; and

•the potential existence of significant deficiencies or material weakness in our internal control over financial reporting.

-more-

Cooper Q1 2021—5

We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our partnership. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

•the failure to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement;

•the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the transaction;

•the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

•disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers;

•the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the merger;

•risks relating to any unforeseen liabilities of Goodyear or the company;

•the 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; extensive governmental regulation;

•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, as well as changes to trade agreements resulting from the United Kingdom's withdrawal from the European Union;

•future laws and regulations or the manner in which they are interpreted and enforced;

•the inability to obtain and/or renew permits necessary for the operations;

•existing and future indebtedness may limit cash flow available;

•operating expenses could increase significantly if the price of electrical power, fuel or other energy sources increases;

•changes in credit ratings issued by nationally recognized statistical rating organizations;

•risks involving the acts or omissions of our joint venture partners;

•natural disasters, weather conditions, disruption of energy, unanticipated geological conditions, equipment failures, and other unexpected events;

•a disruption in, or failure of our information technology systems, including those related to cybersecurity; failure of outside contractors and/or suppliers to perform;

•the cost and time to implement a strategic capital project may be greater than originally anticipated;

•reliance on estimates of recoverable reserves; and

•the risks that are described from time to time in Goodyear’s and the company’s respective reports filed with the SEC.

We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

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Cooper Q1 2021—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.comand follow us on Facebook, Twitter, Instagram and LinkedIn.

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
(Dollar amounts in thousands except per share amounts)
	Three Months Ended March 31,
	(Unaudited)
	2021		2020
Net sales	$	655,827	$	531,694
Cost of products sold	546,860		475,781
Gross profit	108,967		55,913
Selling, general and administrative expense	71,189		51,211
Restructuring expense	—		10,930
Operating profit (loss)	37,778		(6,228)
Interest expense	(5,130)		(5,007)
Interest income	699		1,696
Other pension and postretirement benefit expense	(2,846)		(4,210)
Other non-operating income	133		1,773
Income (Loss) before income taxes	30,634		(11,976)
Income tax provision (benefit)	8,544		(659)
Net income (loss)	22,090		(11,317)
Net income attributable to noncontrolling shareholders' interests	31		274
Net income (loss) attributable to Cooper Tire & Rubber Company	$	22,059	$	(11,591)
Earnings (Loss) per share:
Basic	$	0.44	$	(0.23)
Diluted	0.43		(0.23)
Weighted average shares outstanding (000s):
Basic	50,448		50,236
Diluted	50,794		50,236
Segment information:
Net Sales
Americas Tire	$	562,321	$	457,055
International Tire	139,369		102,387
Eliminations	(45,863)		(27,748)
Operating profit (loss):
Americas Tire	$	59,772	$	10,416
International Tire	3,207		(10,279)
Unallocated corporate charges	(23,032)		(6,951)
Eliminations	(2,169)		586

Cooper Tire & Rubber Company
Condensed Consolidated Balance Sheets
(Dollar amounts in thousands)
	March 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	460,424	$	433,362
Notes receivable	13,174		13,676
Accounts receivable	541,596		509,280
Inventories	446,920		501,604
Other current assets	43,309		46,224
Total current assets	1,505,423		1,504,146
Property, plant and equipment, net	1,082,699		1,022,152
Operating lease right-of-use assets, net	102,313		86,878
Goodwill	18,851		18,851
Intangibles, net	94,114		108,181
Restricted cash	60,309		1,491
Deferred income tax assets	28,030		33,162
Investment in joint venture	53,563		48,472
Other assets	11,780		9,384
Total assets	$	2,957,082	$	2,832,717
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	4,569	$	277,844
Accounts payable	337,147		230,675
Accrued liabilities	246,237		208,767
Income taxes payable	7,959		2,485
Current portion of long-term debt and finance leases	20,974		15,477
Total current liabilities	616,886		735,248
Long-term debt and finance leases	309,187		301,920
Noncurrent operating leases	81,419		61,249
Postretirement benefits other than pensions	220,204		227,249
Pension benefits	144,315		146,095
Other long-term liabilities	160,881		165,102
Deferred income tax liabilities	1,412		114
Total parent stockholders' equity	1,401,381		1,177,712
Noncontrolling shareholders' interests in consolidated subsidiaries	21,397		18,028
Total liabilities and equity	$	2,957,082	$	2,832,717

Cooper Tire & Rubber Company
Condensed Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
	March 31,
	2021		2020
Operating activities:
Net income (loss)	$	22,090	$	(11,317)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	41,518		37,807
Stock-based compensation	1,735		390
Change in LIFO inventory reserve	31,502		(8,563)
Amortization of unrecognized postretirement benefits	8,400		8,385
Changes in operating assets and liabilities:
Accounts and notes receivable	(40,796)		11,772
Inventories	(92,944)		(41,123)
Other current assets	(2,244)		(7,848)
Accounts payable	46,125		(20,422)
Accrued liabilities	(58,082)		(91,414)
Other items	2,516		7,964
Net cash used in operating activities	(40,180)		(114,369)
Investing activities:
Additions to property, plant and equipment and capitalized software	(57,489)		(54,827)
Proceeds from the sale of assets	5		65
Net cash used in investing activities	(57,484)		(54,762)
Financing activities:
Issuance of short-term debt	—		273,587
Repayment of short-term debt	—		(4,308)
Repayment of long-term debt and finance lease obligations	(9,920)		(2,594)
Acquisition of noncontrolling shareholder interest	—		(62,272)
Payments of employee taxes withheld from share-based awards	(2,144)		(910)
Payment of dividends to Cooper Tire & Rubber Company stockholders	(5,301)		(5,277)
Issuance of common shares related to stock-based compensation	813		177
Net cash (used in) provided by financing activities	(16,552)		198,403
Effects of exchange rate changes on cash	(3,618)		(875)
Net change in cash, cash equivalents and restricted cash	(117,834)		28,397
Cash, cash equivalents and restricted cash at beginning of period	649,505		413,125
Cash, cash equivalents and restricted cash at end of period	$	531,671	$	441,522
Cash and cash equivalents	$	460,424	$	433,362
Restricted cash included in Other current assets	10,938		6,669
Restricted cash	60,309		1,491
Total cash, cash equivalents and restricted cash	$	531,671	$	441,522

RETURN ON INVESTED CAPITAL (ROIC)
	Trailing Four Quarters Ended March 31, 2021
Calculation of ROIC							Calculation of Net Interest Tax Effect
Operating profit				$	274,887		Provision for income taxes (c)				$	56,202
Adjusted (Non-GAAP) effective tax rate	24.1		%				Income before income taxes (d)				233,513
Income tax expense on operating profit	66,160						Adjusted (Non-GAAP) effective income tax rate (c)/(d)				24.1		%
Adjusted operating profit after taxes (a)				208,727
Total invested capital (b)				$	1,761,654
ROIC, including noncontrolling equity (a)/(b)				11.8		%
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
March 31, 2021	1,422,778			$	309,187		$	20,974	$	4,569	$	1,757,508
December 31, 2020	1,410,591			314,265			24,377		15,614		1,764,847
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
Five quarter average	$	1,315,042		$	313,884		$	21,089	$	111,639	$	1,761,654
Calculation of Trailing Four Quarter Income and Expense Inputs
Quarter-ended:	Operating profit as reported			Income tax provision (benefit) as reported			Income (Loss) before income taxes as reported
March 31, 2021	$	37,778		$	8,544		$	30,634
December 31, 2020	60,291			8,315			46,056
September 30, 2020	171,507			40,225			163,348
June 30, 2020	5,311			(882)			(6,525)
Trailing four quarters	$	274,887		$	56,202		$	233,513

EX-99.2

Company Update First Quarter 2021 May 3, 2021

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 March 31, 2021 Financial Performance Highlights 4 Amounts are unaudited and may not add due to rounding. (millions USD, except EPS) Net Sales by Segment Q1 2021 Q1 2020 Change from Prior Year Americas Tire $ 562 $ 457 23.0% International Tire 139 102 36.1% Eliminations (46) (28) 65.3% Total Company $ 656 $ 532 23.3% Operating Profit (Loss) by Segment OP % OP % Americas Tire $ 60 10.7 $ 10 2.3 $ 49 International Tire 3 2.3 (10) (10.0) 13 Unallocated Corporate Charges (23) (7) (16) Eliminations (2) 1 (3) Total Company $ 38 5.8 $ (6) (1.2) $ 44 Earnings (Loss) per share, diluted $ 0.43 $ (0.23) $ 0.67 Cash and cash equivalents $ 460 $ 433 $ 27

Operating Results Walk Total Company Q1 2020 to Q1 2021 5 Amounts are unaudited and may not add due to rounding. ($ millions) (6) 7 13 29 11 3 2 (11) (9) (1) 38 20 20 O pe ra tin g Lo ss Ra w Ma te ria ls* Pr ice /M ix Vo lu m e Re st ru ct ur in g* * Ma nu fa ct ur in g Pr od uc t L iab ilit y De al- Re lat ed C os ts *** SG &A Ot he r 20 21 O pe ra tin g Pr of it $-25 $0 $25 $50 $75 $100 $44 $20 Net Price/Mix vs. Raw Materials * Includes lower tariff costs resulting from the company's sourcing strategy. ** Q1 2020 included $11 million of restructuring charges related to the transition at the company's now wholly owned Mexico manufacturing facility. *** Includes $5 million of advisory, legal and other professional fees, as well as an increase of $6 million in mark to market costs of stock-based liabilities subsequent to the merger announcement. The mark to market cost represents the impact of the movement in the company's closing stock price from the last trading day prior to the merger agreement announcement compared to the closing price of company's stock on the day of the announcement.

Operating Results Walk Americas Tire Operations Q1 2020 to Q1 2021 6 ($ millions) 10 4 15 22 11 2 1 (3) (2) 60 20 20 O pe ra tin g Pr of it Ra w Ma te ria ls* Pr ice /M ix Vo lu m e Re st ru ct ur in g* * Pr od uc t L iab ilit y Ma nu fa ct ur in g SG &A Ot he r 20 21 O pe ra tin g Pr of it $0 $25 $50 $75 $100 $19 Net Price/Mix vs. Raw Materials $50 Amounts are unaudited and may not add due to rounding. * Includes lower tariff costs resulting from the company's sourcing strategy. ** Q1 2020 included $11 million of restructuring charges related to the transition at the company's now wholly owned Mexico manufacturing facility.

(10) 3 2 7 2 (1) 3 20 20 O pe ra tin g Lo ss Ra w Ma te ria ls Pr ice /M ix Vo lu m e Ma nu fa ct ur in g SG &A 20 21 O pe ra tin g Pr of it $-20 $-10 $0 $10 Operating Results Walk International Tire Operations Q1 2020 to Q1 2021 7 ($ millions) $5 Net Price/Mix vs. Raw Materials $13 Amounts are unaudited and may not add due to rounding.

1Q 02 1Q 03 1Q 04 1Q 05 1Q 06 1Q 07 1Q 08 1Q 09 1Q 10 1Q 11 1Q 12 1Q 13 1Q 14 1Q 15 1Q 16 1Q 17 1Q 18 1Q 19 1Q 20 1Q 21 0 50 100 150 200 250 300 CTB Raw Material Price Index North America 8 Q1 2021 Average = 153.6 Q2 2021 is an estimate

Non-GAAP Measures 9 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 March 31, 2021 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.

Non-GAAP Measures 10 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 April 1, 2020 - March 31, 2021 (millions USD) Operating profit $ 275 Adjusted (Non-GAAP) effective tax rate 24.1 % Income tax expense on operating profit $ 66 Adjusted operating profit after taxes $ 209 Total invested capital $ 1,762 Return on invested capital 11.8 % Amounts may not add due to rounding.

Non-GAAP Measures 11 Calculation of Total Invested Capital (five quarter average) (millions USD) Equity Long-term debt and finance leases Current portion of long-term debt and finance leases Short-term borrowings Total invested capital March 31, 2021 $ 1,423 $ 309 $ 21 $ 5 $ 1,758 December 31, 2020 1,411 314 24 16 1,765 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 Five Quarter Average $ 1,315 $ 314 $ 21 $ 112 $ 1,762 Trailing Four Quarter Effective Tax Rate (millions USD) Adjusted (Non-GAAP) provision for income taxes $ 56 Income before income taxes $ 234 Adjusted (Non-GAAP) effective income tax rate 24.1 % Amounts may not add due to rounding.

Non-GAAP Measures 12 Amounts may not add due to rounding. Calculation of Trailing Four Quarter Income and Expense Inputs Quarter-ended: Operating profit as reported Income tax provision (benefit) as reported Income (Loss) before income taxes as reported March 31, 2021 $ 38 $ 9 $ 31 December 31, 2020 $ 60 $ 8 $ 46 September 30, 2020 $ 172 $ 40 $ 163 June 30, 2020 $ 5 $ (1) $ (7) Trailing four quarters $ 275 $ 56 $ 234

Risks 13 Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: • the ability to complete the proposed merger of the company and Goodyear on anticipated terms and timetable; • the effect of restructuring or reorganization of business components; • uncertainty and weaknesses in global economic conditions, including the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the company’s and Goodyear’s financial condition, operations, distribution channels, customers and suppliers, as well as potentially exacerbating other factors discussed herein; • continued 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, which may impact the price-adjustment calculations under sales contracts; • delays or disruptions in the supply chain resulting in increased costs or disruptions in operations; • the ability to cost-effectively achieve planned production rates or levels; • the ability to successfully identify and consummate any strategic investments or development projects; • the outcome of any contractual disputes with customers, joint venture partners or any other litigation or arbitration; • impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes; • the ability to maintain adequate liquidity, level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of the business; • the ability to continue to pay cash dividends, and the amount and timing of any cash dividends; • availability of capital and ability to maintain adequate liquidity; • 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; • the ability of our customers, joint venture partners and third party service providers to meet their obligations on a timely basis or at all; • adverse changes in interest rates and tax laws; and • the potential existence of significant deficiencies or material weakness in our internal control over financial reporting. We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our partnership. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following: • the failure to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; • the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the transaction; • the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; • disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers; • the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the Merger; • risks relating to any unforeseen liabilities of Goodyear or the company; • the 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; extensive governmental regulation; • 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, as well as changes to trade agreements resulting from the United Kingdom's withdrawal from the European Union; • future laws and regulations or the manner in which they are interpreted and enforced; • the inability to obtain and/or renew permits necessary for the operations; • existing and future indebtedness may limit cash flow available; • operating expenses could increase significantly if the price of electrical power, fuel or other energy sources increases; • changes in credit ratings issued by nationally recognized statistical rating organizations; • risks involving the acts or omissions of our joint venture partners; • natural disasters, weather conditions, disruption of energy, unanticipated geological conditions, equipment failures, and other unexpected events; • a disruption in, or failure of our information technology systems, including those related to cybersecurity; failure of outside contractors and/or suppliers to perform; • the cost and time to implement a strategic capital project may be greater than originally anticipated; • reliance on estimates of recoverable reserves; and • the risks that are described from time to time in Goodyear’s and the company’s respective reports filed with the SEC. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

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Cover Page	May 03, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 03, 2021
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