Cooper Tire & Rubber Co 11-K
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, 2006
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
(State or other jurisdiction of
incorporation or organization)
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34-4297750
(I.R.S. employer
identification no.) |
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, 2006, together
with the report of Ernst & Young LLP, independent auditors, 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/ Philip G. Weaver
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PHILIP G. WEAVER |
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Vice President and Chief Financial Officer
Plan Administrator |
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Date: June 21, 2007
Financial Statements and Supplemental Schedule
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
December 31, 2006 and 2005, and Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2006 and 2005, and
Year Ended December 31, 2006
Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements |
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Statements of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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12 |
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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, 2006 and 2005, and
the related statement of changes in net assets available for benefits for the year ended December
31, 2006. 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, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, 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, 2006, 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. The 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.
June 19, 2007
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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2006 |
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2005 |
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Investments, at fair value: |
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Interest in investment trust fully benefit-responsive
investment contracts |
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$ |
64,325,290 |
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$ |
73,202,713 |
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Interest in investment trust stock fund |
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65,185,611 |
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Mutual funds |
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17,374,901 |
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66,636,614 |
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Common stock |
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61,642,858 |
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Pooled separate accounts |
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50,799,584 |
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Participant loans |
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3,277,952 |
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4,160,388 |
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197,420,585 |
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209,185,326 |
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Cash, non-interest-bearing |
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13,016 |
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1,275,944 |
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Receivables: |
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Participant contributions |
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90,669 |
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103,012 |
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Interest receivable |
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1,075 |
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6,917 |
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Net assets available for benefits, at fair value |
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197,525,345 |
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210,571,199 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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147,486 |
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(58,476 |
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Net assets available for benefits |
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$ |
197,672,831 |
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$ |
210,512,723 |
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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, 2006
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Additions |
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Investment income (Notes 3 and 4): |
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Interest and dividends |
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$ |
6,513,166 |
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Net appreciation in fair value of investments |
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4,191,857 |
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10,705,023 |
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Contributions: |
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Participant |
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11,105,701 |
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Participant rollover |
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104,792 |
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Transfer from other qualified plan |
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59,678 |
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Total additions |
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21,975,194 |
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Deductions |
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Participant withdrawals |
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34,815,086 |
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Total deductions |
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34,815,086 |
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Net decrease |
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(12,839,892 |
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Net assets available for benefits: |
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Beginning of year |
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210,512,723 |
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End of year |
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$ |
197,672,831 |
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See accompanying notes.
3
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements
December 31, 2006
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 amended and restated effective December 1, 2006, 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 had a trust agreement with National City Bank to act as trustee and recordkeeper of the
Plans assets. During 2006, the Plan established a trust agreement with Principal Financial Group
(the Trustee), effective December 1, 2006, to act as trustee and recordkeeper of the Plans assets.
The Trustee administers and invests the Plans assets and income there from for the benefit of the
Plans participants. The Plans assets were transferred from National City Bank to Principal
Financial Group in December 2006.
Contributions
Each year, participants may contribute up to 99% of their pretax or post-tax compensation.
Participants may direct their contributions to any of the Plans investment fund options.
The Company contributions are made annually as provided in the Plan document and at the discretion
of the Companys Board of Directors. All employer contributions are invested in Cooper Tire &
Rubber Company common stock. Effective December 1, 2006, in the amended and restated Plan,
participants may direct employer contributions immediately upon receipt. There were no Company
contributions to the Plan for the year ended December 31, 2006.
Vesting
The participants are immediately vested in their contributions plus actual earnings thereon.
Effective December 1, 2006, in the amended and restated Plan, the participants are 100% vested in
the Companys contributions plus actual earnings thereon after three years.
4
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
1. Description
of the Plan (continued)
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, 2006, there were no forfeited nonvested accounts held in the plan. Future employer
contributions can be reduced by future amounts forfeited by participants. There were no employer
contributions made in 2005 or 2006.
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, 2006, range from 4.0% 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.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified for comparative
purposes to conform to the presentation in the current year financial statements.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting. Participant
withdrawals are recorded upon distribution.
Investment Valuation and Income Recognition
The shares of common stock are valued at quoted market prices on the last business day of the plan
year. The shares of mutual funds are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The fair value of the participation units in the
pooled separate accounts are based on the quoted price of the underlying securities and the number
of units owned by the Plan at year-end. Participation units in the Invesco Stable Value Fund are
valued at a unit price determined by the portfolio's sponsor based on the fair value of the
underlying assets held by the portfolio. The participant loans are valued at their outstanding
balances, which approximate fair value.
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.
Administrative Expenses
The Company pays the administrative expenses of the Plan, unless the expenses relate to certain
participant-directed transactions.
6
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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 Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15,
2006, and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for
Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive
investment contracts to be reported at fair value in the Plans Statement of Net Assets Available
for Benefits with a corresponding adjustment to reflect these investments at contract value. The
requirements of the FSP have been applied retroactively to the Statement of Net Assets Available
for Benefits, as of December 31, 2005, presented for comparative purposes. Adoption of the FSP had
no effect on the Statement of Changes in Net Assets Available for Benefits for any period
presented.
7
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
3. Investments
During 2006, the Plans investments (including investments purchased, sold, as well as held during
the year) (depreciated) appreciated in fair value as determined by quoted market prices as follows:
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Net Realized |
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and |
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Unrealized |
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(Depreciation) |
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Appreciation |
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in Fair Value |
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of Investments |
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Interest in investment trust |
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$ |
(7,591,570 |
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Pooled separate accounts |
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545,283 |
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Common stock |
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4,415,898 |
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Mutual funds |
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6,822,246 |
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$ |
4,191,857 |
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Investments in mutual funds, common stock, and pooled separate accounts that represent 5% of the
fair value of the Plan net assets available for benefits are as follows:
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December 31 |
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2006 |
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2005 |
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American Washington Mutual Investors Fund |
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$ |
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$ |
24,769,088 |
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Investment Company of America Fund |
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17,637,529 |
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Allegiant Large Cap Value I Fund |
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17,350,488 |
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Cooper Tire & Rubber Company Stock |
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61,642,858 |
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Principal Partners Lg-Cap Value Separate Account |
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24,815,672 |
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8
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
4. Investment Trust
At December 31, 2006 and 2005, certain investments of the Plan were held in an Investment Trust,
which also combined similar investments of the other defined contribution plans sponsored by the
Company. Each participating retirement plan has an undivided interest
in the Investment Trust.
Cooper Tire & Rubber Company common stock was held in the Investment Trust, until November 30, 2006.
The Plans interest in the Investment Trust was determined by the
Plans relative asset value to the Investment Trusts total asset value at the end of the year.
Investment income was allocated to the Plan based on its pro rata share in the net assets of the
Investment Trust. Due to the change in Plan trustees, the investments in Cooper Tire & Rubber
Company common stock are no longer held in the Investment Trust. The assets were identified and
allocated to each participating retirement plan.
At December 31, 2006 and 2005, the Plans interest in the net assets of the Investment Trust was
approximately 78.5% and 78%, respectively.
The following presents the fair value of investments in the Investment Trust:
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December 31 |
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2006 |
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2005 |
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Investments, at fair value: |
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Cooper Tire & Rubber Company common stock |
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$ |
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$ |
85,020,990 |
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Fully benefit-responsive investment contracts |
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81,983,003 |
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90,449,621 |
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Money market mutual fund |
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2,649,180 |
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Total assets, at fair value |
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81,983,003 |
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178,119,791 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts |
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187,972 |
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(72,232 |
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Total assets |
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$ |
82,170,975 |
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$ |
178,047,559 |
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9
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
4. Investment Trust (continued)
Investment income (loss) for the Investment Trust for the year ended December 31, 2006, is as
follows:
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Interest and dividends |
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$ |
5,778,228 |
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Net appreciation (depreciation) of fair value of
investments, as determined by quoted prices: |
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Investment contracts |
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302,596 |
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Common stock |
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(10,820,846 |
) |
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$ |
(4,740,022 |
) |
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5. Income Tax Status
The Plan
has received a determination letter from the Internal Revenue Service
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. 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, is qualified and the related trust is tax exempt.
6. Related-Party Transactions
Certain plan investments are shares of mutual funds managed by the trustees, National City Bank and
Principal Financial Group, and, therefore, these transactions qualify as party-in-interest
transactions. There have been no known prohibited transactions with a party in interest.
7. 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 the changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
10
Cooper Tire & Rubber Company
Spectrum Investment Savings Plan
Notes to Financial Statements (continued)
8. Transfer of assets from other sponsor plan
During 2006 the sponsor terminated one of its other sponsored plans, Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Clarksdale). The distribution plan agreed to with the participants included
taking a full distribution prior to December 31, 2006 or transferring their fully vested assets to
the Spectrum plan. Effectively, in December 2006, the assets of several participants, $59,678, were
transferred into the Plan.
9. Reconciliation of Form 5500 to Net Assets Available for Benefits, at Contract Value
The following table reconciles the Form 5500 filed with the IRS to net assets available for
benefits at December 31, 2006. Form 5500 reports net assets at fair value and the financial
statements report at contract value. Form 5500 does not report on a comparative basis, therefore
December 31, 2005 does not change.
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December 31, |
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2006 |
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Net assets available for benefits, Form 5500 |
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$ |
197,525,345 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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147,486 |
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Net assets available for benefits, at Contract Value |
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$ |
197,672,831 |
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11
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, 2006
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Description of Investment |
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Identity of Issue, |
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Including Maturity Date, |
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Borrower, Lessor, or |
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Rate of Interest, Collateral, |
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Current |
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Identity of Issue |
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Par, or Maturity Value |
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Value |
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Mutual Funds: |
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Allegiant |
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927,144 shares, Allegiant Large Cap Value I Fund |
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$ |
17,350,488 |
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24,413 share, Allegiant Government Money Market Fund |
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24,413 |
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Pooled Separate Accounts: |
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Alliance Capital Management |
|
1,473,384 shares, PTR Large Cap |
|
|
24,815,672 |
|
JP Morgan Investment Mgmt. Inc. |
|
476,582 shares, Global Equity |
|
|
6,082,648 |
|
Turner Investment Partners |
|
427,185 shares, Midcap Growth |
|
|
5,716,640 |
|
Columbus Circle Investors |
|
163,368 shares, Large Co Growth |
|
|
3,941,899 |
|
*Principal Global Investors |
|
78,602 shares, Principal Large Cap Stock Index |
|
|
4,392,744 |
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96,907 shares, Principal Lifetime 2030 |
|
|
1,565,335 |
|
|
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91,544 shares, Principal Lifetime 2020 |
|
|
1,479,119 |
|
|
|
86,523 shares, Principal Lifetime 2010 |
|
|
1,336,575 |
|
|
|
10,275 shares, Principal Diversified International |
|
|
634,316 |
|
|
|
37,619 shares, Principal Lifetime 2040 |
|
|
617,678 |
|
|
|
8,427 shares, Principal Lifetime STR INC |
|
|
124,234 |
|
|
|
5,819 shares, Principal Lifetime 2050 |
|
|
92,724 |
|
Investment Trust |
|
|
|
|
|
|
|
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Invesco |
|
65,751,802 shares, Stable Value Fund |
|
|
64,325,290 |
|
Common Stock: |
|
|
|
|
|
|
|
|
* Cooper Tire & Rubber Company |
|
4,310,689 shares, Common Stock |
|
|
61,642,858 |
|
|
|
|
|
|
|
|
|
|
* Participant loans |
|
Interest rates ranging from 4.00% to 8.25%, with the longest maturity date of December 2011 |
|
|
3,277,952 |
|
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|
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|
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|
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$ |
197,420,585 |
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12