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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, 2013

Commission File No. 1-4329

 

 

 

Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

COOPER TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE		34-4297750
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer 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)

 

 

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

 

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 Pre-Tax Savings Plan (Findlay) for the fiscal year ended December 31, 2013, together with the report of Ernst & Young LLP, Independent Registered Public Accounting Firm, are attached to this Annual Report on Form 11-K. The Financial Statements and the notes thereto are presented in lieu of the financial statements required by items 1, 2 and 3 of Form 11-K and were prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974.

EXHIBITS:

(23) Consent of Independent Registered Public Accounting Firm

(99) Certification Pursuant To 18 U.S.C. § 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed by the undersigned, thereunto duly authorized.

 

Date: June 24, 2014

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FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULE

Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

December 31, 2013 and 2012, and

Year Ended December 31, 2013

With Report of Independent Registered Public

Accounting Firm

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Financial Statements and Supplemental Schedule

December 31, 2013 and 2012, and

Year Ended December 31, 2013

Contents

 

Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
Supplemental Schedule
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)			16

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Report of Independent Registered Public Accounting Firm

The Benefit Plan Administrative Committee

Cooper Tire & Rubber Company

    Pre-Tax Savings Plan (Findlay)

We have audited the accompanying statements of net assets available for benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. 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 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 Plan’s 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 Plan’s 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 Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the basic 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. Such information 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.

/s/ Ernst & Young LLP

Ernst & Young LLP

Toledo, Ohio

June 24, 2014

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Statements of Net Assets Available for Benefits

 

		December 31
		2013				2012
Investments, at fair value:
Pooled separate accounts		$	33,013,402			$	26,152,364
Common/collective trust fund			19,382,794				21,677,545
Common stock			8,372,796				12,080,077
			60,768,992				59,909,986
Receivables:
Notes receivable from participants			2,116,899				2,026,183
			2,116,899				2,026,183
Net assets reflecting investments, at fair value			62,885,891				61,936,169
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(117,318	)			(497,809	)
Net assets available for benefits		$	62,768,573			$	61,438,360

See accompanying notes.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2013

 

Additions
Contributions:
Participant		$	2,099,178
Employer			189,917
Participant rollover			2,379
Total contributions			2,291,474
Investment interest income and dividends			155,155
Net appreciation in fair value of investments			6,639,401
Interest income on notes receivable from participants			62,917
Total additions			9,148,947
Deductions
Participant withdrawals			7,812,224
Total deductions			7,812,224
Net increase prior to transfers			1,336,723
Transfers to other plans			(6,510	)
Net assets available for benefits:
Beginning of year			61,438,360
End of year		$	62,768,573

See accompanying notes.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements

December 31, 2013

1. Description of Plan

The following description of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) (the “Plan”) provides only general information. Participants should refer to the Plan agreement and summary plan description for a more complete description of the Plan’s provisions.

General

The Plan, as restated and amended on January 1, 2010, is a defined contribution plan covering all hourly employees who have completed 30 days of continuous credited service and are covered by the collective bargaining agreement between the United Steelworkers of America Local #207L and 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, as amended (“ERISA”).

The Plan automatically enrolls newly eligible participants into the plan using the 3% deferral rate as stated in the Plan document. Participants are automatically enrolled into the default Principal Lifetime fund that relates most closely to the participants expected year of retirement. Participants can elect to opt out of automatic enrollment.

The Plan has established a trust agreement with Principal Financial Group (the “Trustee”) to act as trustee and recordkeeper of the Plan’s assets. The Trustee administers and invests the Plan’s assets and income for the benefit of the Plan’s participants. The Benefit Plan Administrative Committee is responsible for the overall administration of the Plan.

Contributions

Each year, participants may contribute up to 75% of their pretax compensation. Participants may direct their contributions to any of the Plan’s investment fund options.

The Company makes Restricted Access Company Contributions, for employees hired on and after January 1, 2009, in an amount equal to 3% of compensation for the payroll period for each person who is an active participant on the last day of that period. The Company made Restricted Access Company Contributions of $189,917 for the year ended December 31, 2013. All contributions are subject to certain limitations of the Internal Revenue Code (the “Code”).

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

1. Description of Plan (continued)

 

Effective March 3, 2014, the Plan no longer offered Cooper Tire & Rubber Company stock as an investment option. Existing investments in Company stock can remain in that option, but no further investments are allowed, including the transfer of funds from other investment options into Company stock as of March 3, 2014.

Vesting

The participants are immediately vested in their contributions plus actual earnings thereon. Participants are 100% vested in the Company’s contributions plus actual earnings thereon after three years of service.

Participants are 100% vested in the Restricted Access Company Contributions as soon as the Company makes the contribution.

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. The benefit to which a participant is entitled to is the benefit that can be provided from the participant’s vested account.

Forfeitures

Upon termination of employment, participants forfeit their nonvested balances. Forfeiture balances are used to pay Plan Administrative expenses. After administrative expenses are paid, forfeitures are used to reduce future employer contributions. At December 31, 2013 and 2012, forfeited nonvested accounts held in the plan totaled $29,908 and $22,881, respectively.

Participant Loans

Under the Plan, participants may borrow the lesser of 50% of the vested value of their account balance or $50,000. The loan repayment schedule can be no longer than 60 months. A Participant may not have more than one loan outstanding at any point in time. Principal and interest is paid ratably through payroll deductions. The interest rate is established based on the prime rate. Interest rates as of December 31, 2013 and 2012 range from 3.25% to 8.25%. If a participant terminates employment with the Company, the loan automatically is treated as a taxable distribution to the participant.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

1. Description of Plan (continued)

 

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. Hardship withdrawals are strictly regulated by the Internal Revenue Service (“IRS”) and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.

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.

Company Stock Account

The Plan allows for investing in common stock of the Company through its Company Stock Account for participant and employer contributions. A dividend pass through election has been implemented for the participants who elect this investment type.

Any contributions made by the Company that are invested in Company stock grants the Company voting rights for all other matters as to which other shareholders may vote. Participants retain all voting rights over their shares of Company stock purchased through participant contributions. Participants are entitled to instruct the Trustee as to the tender or exchange of shares allocated to the Company Stock account. The Trustee is responsible for providing to participants information regarding voting and tendering at such time as other shareholders receive such information.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Payment of Benefits

Benefits are recorded when paid.

Administrative Expenses

Administrative expenses of the Plan are paid for by current year forfeitures first. Any remaining expenses not covered by these forfeitures are paid for by the Company.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Investment Valuation and Income Recognition

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair value measurement.

The Benefit Plan Administrative Committee is responsible for determining the Plan’s valuation policies and analyzing information provided by the investment custodians and issuers that is used to determine the fair value of the Plan’s investments.

The Plan has an investment in the Principal Stable Value Fund that invested in fully benefit-responsive investment contracts. This fund is recorded at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the statements of net assets available for benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

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.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

3. Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

The level in the fair value hierarchy within which the fair value measurement is classified is based on the lowest level input that is significant to the fair value measure in its entirety.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

3. Fair Value Measurements (continued)

 

Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value by the Plan. There have been no changes in the valuation techniques and inputs used at December 31, 2013.

Pooled Separate Accounts and Common/Collective Trust Fund – The fair value of the investments in these categories have been estimated using the net asset value (“NAV”) per share provided by the administrator of the fund. The NAV of these accounts is based on the value of underlying assets owned by the fund, minus liabilities divided by the units outstanding. The NAV is not a publicly quoted price in an active market. There are currently no redemption restrictions on these investments.

Common Stock – Valued at the closing price reported on the active market on which the individual security is traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies and assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

There were no transfers of Plan investments between Levels 1 and 2 during 2013 or 2012.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

3. Fair Value Measurements (continued)

 

The following tables present the Plan’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012:

 

						Fair Value Measurements at December 31, 2013  Using
Description		December  31, 2013				Quoted Prices in Active Markets for Identical Assets Level (1)				Significant  Other Observable Inputs Level (2)				Significant Unobservable Inputs Level (3)
Pooled separate accounts:
Balanced/asset allocation(a)		$	7,733,777			$	—			$	7,733,777			$	—
Fixed income(b)			2,438,115				—				2,438,115				—
International equity(c)			2,072,159				—				2,072,159				—
Large U.S. equity(d)			16,355,256				—				16,355,256				—
Small/mid U.S. equity(e)			4,414,095				—				4,414,095				—
Common stock			8,372,796				8,372,796				—				—
Common/collective trust fund(f):
Short-Term Fixed Income			19,382,794				—				19,382,794				—
Total investment assets at fair value		$	60,768,992			$	8,372,796			$	52,396,196			$	—

 

						Fair Value Measurements at December 31, 2012  Using
Description		December  31, 2012				Quoted Prices in Active Markets for Identical Assets Level (1)				Significant  Other Observable Inputs Level (2)				Significant Unobservable Inputs Level (3)
Pooled separate accounts:
Balanced/asset allocation(a)		$	5,592,158			$	—			$	5,592,158			$	—
Fixed income(b)			3,621,797				—				3,621,797				—
International equity(c)			1,866,999				—				1,866,999				—
Large U.S. equity(d)			12,673,510				—				12,673,510				—
Small/mid U.S. equity(e)			2,397,900				—				2,397,900				—
Common stock			12,080,077				12,080,077				—				—
Common/collective trust fund(f):
Short-Term Fixed Income			21,677,545				—				21,677,545				—
Total investment assets at fair value		$	59,909,986			$	12,080,077			$	47,829,909			$	—

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

3. Fair Value Measurements (continued)

 

(a)

The pooled separate accounts in this category primarily seek a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund.” It invests in underlying Principal Funds, Inc. domestic and foreign equity, real asset and alternative investments, and fixed-income. Funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund’s name. Participant-directed redemptions have a 30-day transfer restriction.

(b)

The investment option invests primarily in intermediate-term, fixed-income investments such as public and private corporate bonds, commercial and residential mortgages, asset-backed securities, and US government and agency-backed securities. The fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in a diversified portfolio of fixed-income instruments of varying maturities, represented by forwards or derivatives such as options, futures contracts, or swap agreements, at the time of each purchase. It invests in securities denominated in foreign currencies and in securities of foreign issuers, including securities tied to emerging market countries. Participant-directed redemptions have a 30-day transfer restriction.

(c)	The pooled separate accounts in this category primarily invest at least 80% of assets in equity and debt securities of issuers from countries outside of the United States. Participant-directed redemptions have a 30-day transfer restriction.

(d)

The pooled separate accounts in this category primarily seek long-term growth of capital. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in companies with large market capitalizations at the time of each purchase. Participant-directed redemptions have a 30-day transfer restriction.

(e)	The pooled separate accounts in this category primarily invest in common stocks contained in both the Small Cap 1750 Index and the Russell 2000 Value Index. Participant-directed redemptions have a 30-day transfer restriction.

(f)

This category includes a common/collective trust fund that is designed to deliver safety and stability by preserving principal and accumulating earnings. This fund is primarily invested in synthetic GICs and a common collective trust. Participant-directed redemptions have no restrictions; however, the Plan is required to provide a 30-day redemption notice to liquidate its entire share in the fund. The fair value of the synthetic GICs has been estimated based on the fair value of the underlying investment contracts in the fund as reported by the issuer of the fund. The fair value differs from the contract value. As previously discussed in Note 2, contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The fair value of the common/collective trust has been determined based on the fair value of the underlying investments of the fund as of the measurement date.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

4. Investments

 

During 2013, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value, as determined by quoted market prices, as follows:

 

		Net Realized  and Unrealized Appreciation in Fair Value of Investments
Common/collective trust fund		$	176,870
Pooled separate accounts			6,266,179
Common stock			196,352
		$	6,639,401

Investments that exceed 5% or more of the Plan net assets available for benefits are as follows:

 

		December 31
		2013				2012
Cooper Tire & Rubber Company Common Stock		$	8,372,796			$	12,080,077
Principal Stable Value Fund (at contract value)*			19,265,476				21,179,736
Principal Large Cap Value III Pooled Separate Account			6,644,478				5,078,996
Edge Asset Equity Income Pooled Separate Account			5,422,513				4,572,948

 

*	The fair value of the Plan’s investment in the Principal Stable Value Fund was $19,382,794 and $21,677,545 at December 31, 2013 and 2012, respectively.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

5. Income Tax Status

 

The Plan has received a determination letter from the IRS dated October 19, 2011, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan Administrator has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.

6. Related-Party Transactions

The Plan holds units of pooled separate accounts and a common/collective trust fund managed by the Trustee of the Plan. The Plan also invests in the common stock of the Plan Sponsor. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA.

During 2013, the Plan received $155,155 in common stock dividends from the Company.

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 changes in the values of investment securities will occur in the near term and such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

Notes to Financial Statements (continued)

 

8. Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500.

 

		December 31
		2013				2012
Net assets available for benefits per the financial statements		$	62,768,573			$	61,438,360
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			117,318				497,809
Net assets available for benefits per Form 5500		$	62,885,891			$	61,936,169

The following is a reconciliation of net additions to net assets available for benefits:

 

		Year Ended December 31, 2013
Net increase prior to transfers per the financial statements		$	1,336,723
Change in adjustments from contract value to fair value for fully benefit-responsive investment contracts			(380,491	)
Net increase per Form 5500		$	956,232

 

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Supplemental Schedule

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Cooper Tire & Rubber Company

Pre-Tax Savings Plan (Findlay)

EIN #34-4297750 Plan #014

Schedule H, Line 4i – Schedule of Assets

(Held at End of Year)

December 31, 2013

 

Identity of Issue, Borrower or Lessor		Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		Current Value
Common Stock:
*Cooper Tire & Rubber Company		348,286 shares, Cooper Tire & Rubber Company Stock		$	8,372,796			Common Stock
Pooled Separate Accounts:
*Principal Life Insurance Company
		351,564 shares, Large Cap Value III			6,644,478			Large US
		255,057 shares, Equity Income Separate Account			5,422,513			Large US
		118,255 shares, Lifetime 2030			2,567,683			Balanced
		102,581 shares, Lifetime 2020			2,201,033			Balanced
		87,091 shares, Lifetime 2040			1,936,790			Balanced
		47,867 shares, Large Cap Growth			1,919,270			Large US
		70,616 shares, Mid Cap Growth III			1,573,002			Small Mid US
		35,621 shares, International I			1,475,264			International
		29,084 shares, Small Cap S&P 600 Index			1,215,638			Small Mid US
		13,847 shares, Large Cap S&P 500 Index			1,153,482			Large US
		83,672 shares, Core Plus Bond I			1,114,261			Fixed
		54,958 shares, Large Cap Growth I			965,494			Large US
		876 shares, Bond and Mortgage			936,598			Fixed
		16,757 shares, Mid Cap S&P 400 Index			655,105			Small Mid US
		27,531 shares, Lifetime 2050			595,222			Balanced
		8,615 shares, Mid Cap Value I			478,276			Small Mid US
		535 shares, U.S. Property			387,256			Fixed
		4,704 shares, Diversified International			366,329			International
		15,057 shares, Lifetime STR INC			273,217			Balanced
		8,050 shares, Mid Cap Growth			265,710			Small Mid US
		15,971 shares, Large Cap Growth II			250,019			Large US
		3,840 shares, International Emerging Markets			230,566			International
		6,731 shares Real Estate SECS Sep			226,364			Small Mid US
		8,090 shares, Lifetime 2010			159,832			Balanced
Common/Collective Trust Fund:
*Principal Life Insurance Company		1,035,536 shares, Principal Stable Value Fund			19,382,794
*Participant loans		Varying maturity dates with interest rates ranging from 3.25% to 8.25%			2,116,899
				$	62,885,891

* Indicates party-in-interest to the Plan.

 

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