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, 1999
Commission File No. 1-4329
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 34-4297750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)
(419) 423-1321
(Registrant's telephone number, including area code)
1
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Cooper Tire & Rubber Company
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 Company Thrift and Profit
Sharing Plan for the fiscal year ended December 31, 1999, 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 Auditors
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.
COOPER TIRE & RUBBER COMPANY
/s/ Philip G. Weaver
-----------------------------------
PHILIP G. WEAVER
Vice President and Chief Financial Officer
Plan Administrator
Date: June 27, 2000
--------------
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Financial Statements and Schedule
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
December 31, 1999 and 1998
Year Ended December 31, 1999
With Report of Independent Auditors
3
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Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Financial Statements and Schedule
December 31, 1999 and 1998
Year Ended December 31, 1999
CONTENTS
Report of Independent Auditors 5
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 6
Statement of Changes in Net Assets Available for Benefits 7
Notes to Financial Statements 8
SCHEDULE
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year 12
4
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Report of Independent Auditors
Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
We have audited the accompanying statements of net assets available for
benefits of the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan
("Plan") as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
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 for investment purposes at end of year as of December 31, 1999
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 Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedule is the responsibility of the Plan's 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 27, 2000
5
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<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statements of Net Assets Available for Benefits
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
INVESTMENTS:
Interest in Investment Trust $176,511,070 $208,266,377
Mutual funds and common stock 58,204,015 60,883,033
----------- -----------
Total investments 234,715,085 269,149,410
----------- -----------
Cash 1,694,856 1,211,850
Employer contributions receivable 1,267,320 2,384,271
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $237,677,261 $272,745,531
=========== ===========
<FN>
See accompanying notes.
</TABLE>
6
<PAGE>
<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
<S> <C>
ADDITIONS:
Participants' contributions $ 14,023,790
Employer contributions 10,640,773
Interest and dividends 10,046,702
-----------
Total additions 34,711,265
-----------
DEDUCTIONS:
Participant withdrawals (36,360,254)
Net depreciation in fair value of investments (33,419,281)
-----------
Total deductions (69,779,535)
-----------
NET INCREASE (35,068,270)
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 272,745,531
-----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $237,677,261
===========
<FN>
See accompanying notes.
</TABLE>
7
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Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
Year Ended December 31, 1999
(1) DESCRIPTION OF PLAN
The following description of Cooper Tire & Rubber Company Thrift and Profit
Sharing Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution plan covering all salaried employees of the
Cooper Tire & Rubber Company (the Company) who have completed one year
continuous credited service. Effective January 1, 2000, the one year
continuous credited service requirement was eliminated. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Each year, participants may contribute up to 15 percent of their pretax
compensation and up to 16 percent of their post-tax compensation. In no event
shall the aggregate of a participant's contributions exceed 16 percent.
Participants may direct their contributions to any of the Plan's investment
fund options.
The employer contributions to the Plan are made annually by the Company as
provided in the Plan document and at the discretion of the Company's Board of
Directors. All employer contributions are invested in Cooper Tire & Rubber
Company common stock until they become vested, after which they are invested
as directed by the participant.
Participant Accounts
Individual accounts are maintained for each participant in the Plan. Each
participant's account is credited with the participant's contributions, their
allocation of the Company's contributions and Plan earnings.
Forfeitures
Forfeitures are used by the Company to reduce its obligation.
Vesting
The participants are immediately vested in their contributions plus actual
earnings thereon. After five years (three years effective January 1, 2000),
the participants are vested in the Company's contributions plus actual
earnings thereon.
<continued>
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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. Payment of benefits may
be taken in a lump sum distribution or in two lump sum installments.
In the event of hardship, as defined, participants may make a partial or full
distribution of their accounts, subject to certain tax withholdings.
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the right,
under the Plan, to terminate the Plan subject to the provisions of ERISA.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
Except for the investment contracts held in the Investment Trust, the Plan's
investments are stated at fair value which equals the quoted market price on
the last business day of the plan year.
Investment contracts are recorded at their contract values, which represent
contributions and reinvested income, less any withdrawals plus accrued
interest, because these investments have fully benefit-responsive features.
There are no reserves against contract values for credit risk of contract
issues or otherwise. The average yield was approximately 6% in 1999. The
crediting interest rate for these investment contracts is reset monthly by the
issuer but cannot be less than zero and ranged from 3.7% to 7.7% at December
31, 1999.
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.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassifications
Certain amounts in the 1998 financial statements have been reclassified to
conform to the current year's presentation.
<continued>
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(3) INVESTMENTS
During 1999, the Plan's investments (including investments purchased, sold as
well as held during the year) depreciated in fair value as determined by
quoted market prices as follows:
<TABLE>
<S> <C>
Investment in Investment Trust ($31,430,328)
Mutual funds and common stock (1,988,953)
-----------
($33,419,281)
===========
</TABLE>
Individual investments that exceed 5% of plan assets available for benefits
are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Investment Company of America Fund $21,829,722 $33,875,469
Washington Mutual Investors Fund 26,326,018 18,318,800
</TABLE>
(4) INVESTMENT TRUST
Certain investments of the Plan are held in an Investment Trust which also
combines similar investments of the other defined contribution plans sponsored
by the Company. The Plan's interest in the Investment Trust was determined by
the Plan's relative asset value to the Investment Trust's total asset value at
the end of the year. Investment income is allocated to the Plan based on its
pro-rata share in the net assets of the Investment Trust.
At December 31, 1999 and 1998, the Plan's interest in the net assets of the
Investment Trust was approximately 89% and 92%, respectively.
Assets of the Investment Trust are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
---- ----
<S> <C> <C>
Common stock* $133,140,436 $154,085,556
Money market mutual fund 1,897,149 1,681,519
Investment contracts 62,821,875 69,526,569
----------- -----------
Total assets $197,859,460 $225,293,644
=========== ===========
<FN>
*Nonparticipant-directed
</TABLE>
<continued>
10
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Investment income for the Investment Trust for the year ended December 31,
1999 is as follows:
<TABLE>
<S> <C>
Interest and dividends $ 7,507,728
Net depreciation in fair value of investments:
Common stock (35,313,829)
Money market mutual fund -
</TABLE>
(5) NONPARTICIPANT-DIRECTED INVESTMENT
Cooper Tire & Rubber Company common stock is a nonparticipant-directed
investment. Information about the significant components of changes in net
assets related to the nonparticipant-directed investment for the year ended
December 31, 1999 is as follows:
<TABLE>
<S> <C>
Contributions $11,828,480
Dividends 3,323,216
Net depreciation in fair value of investment (35,313,829)
Participant withdrawals (6,174,796)
Transfers in from other investment options 5,391,809
</TABLE>
(6) FEDERAL INCOME TAXES
The Plan has received a determination letter from the Internal Revenue Service
dated September 9, 1996, 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. 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 is
qualified and the related trust is tax exempt.
(7) RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the trustee,
National City Bank, and, therefore, these transactions qualify as party-in-
interest transactions. There have been no known prohibited transactions with a
party-in-interest.
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<TABLE>
Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan
EIN: 34-4297750 - Plan: 005
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year
As of December 31, 1999
<CAPTION>
Current
Description Value
----------- -----
<S> <C>
*Armada Government Money Market Fund $ 177,704
*Armada Government Money Market Fund Discrectionary 33,856
*Armada Government Money Market Fund #509 600,064
Investment Company of America Fund 21,829,722
Washington Mutual Investors Fund 26,326,018
Cooper Tire & Rubber Company Common Stock Fund 9,236,651
----------
Total $58,204,015
==========
<FN>
*Represents a party-in-interest
</TABLE>
12
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Exhibit (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 2-58577 and 333-84815) pertaining to the Thrift and Profit
Sharing Plan of Cooper Tire & Rubber Company of our report dated June 27,
2000, with respect to the financial statements and schedule of the Cooper Tire
& Rubber Company Thrift and Profit Sharing Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1999.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 27, 2000
13
