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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cooper Tire and Rubber Co | NYSE:CTB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 60.17 | 0 | 01:00:00 |
ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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DELAWARE
|
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34-4297750
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
701 Lima Avenue, Findlay, Ohio
|
|
45840
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Common Stock, $1 par value per share
|
|
New York Stock Exchange
|
(Title of Each Class)
|
|
(Name of Each Exchange on which Registered)
|
Large accelerated filer
|
|
ý
|
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Accelerated filer
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|
¨
|
|
Non-Accelerated Filer
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¨
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Smaller Reporting Company
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¨
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Page
reference
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82
|
|
Item 1.
|
BUSINESS
|
•
|
North America, composed of the Company’s operations in the United States (“U.S.”) and Canada;
|
•
|
Latin America, composed of the Company’s operations in Mexico, Central America and South America;
|
•
|
Europe; and
|
•
|
Asia.
|
Name
|
Age
|
Executive Office Held
|
Business Experience
|
Brenda S. Harmon
|
65
|
Senior Vice President and Chief Human Resources Officer
|
Senior Vice President, Chief Human Resources Officer since December 2009.
|
Bradley E. Hughes
|
55
|
President, Chief Executive Officer and Director
|
President, Chief Executive Officer and Director since September 2016. Senior Vice President and Chief Operating Officer from January 2015 to September 2016. Senior Vice President and President-International Tire Operations from July 2014 to January 2015. Senior Vice President and Chief Financial Officer from September 2014 to December 2014. Senior Vice President, Chief Financial Officer and Treasurer from July 2014 to September 2014. Vice President, Chief Financial Officer and Treasurer from November 2013 to July 2014. Vice President and Chief Financial Officer from November 2009 to November 2013.
|
Ginger M. Jones
|
52
|
Senior Vice President and Chief Financial Officer
|
Senior Vice President and Chief Financial Officer since May 2016. Vice President and Chief Financial Officer from December 2014 to May 2016. Previously Senior Vice President and Chief Financial Officer of Plexus Corporation, an electronics manufacturing services company, from 2011 to May 2014; Vice President and Chief Finance Officer of Plexus Corporation from 2007 to 2011.
|
Stephen Zamansky
|
46
|
Senior Vice President, General Counsel and Secretary
|
Senior Vice President, General Counsel and Secretary since July 2014. Vice President, General Counsel and Secretary from April 2011 to July 2014. Previously Senior Vice President, General Counsel & Secretary of Trinity Coal Corporation, a privately held mining company, from 2008 to March 2011. Trinity was acquired by the Essar Group in 2010 and commenced bankruptcy proceedings in March 2013.
|
Item 1A.
|
RISK FACTORS
|
•
|
the possible inability to integrate an acquired business into its operations;
|
•
|
diversion of management’s attention;
|
•
|
loss of key management personnel;
|
•
|
unanticipated problems or liabilities; and
|
•
|
increased labor and regulatory compliance costs of acquired businesses.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
|
|
Americas Tire Operations
|
|
|
International Tire Operations
|
|
|
|
|||||||||
Type of Facility
|
|
North America
|
|
Latin America
|
|
|
Europe
|
|
Asia
|
|
|
Total
|
|||||
Manufacturing
|
|
4
|
|
|
1
|
|
*
|
|
2
|
|
|
2
|
|
*
|
|
9
|
|
Distribution centers
|
|
10
|
|
|
1
|
|
|
|
7
|
|
|
2
|
|
|
|
20
|
|
Retail stores
|
|
3
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
3
|
|
Technical centers and offices
|
|
7
|
|
|
4
|
|
|
|
7
|
|
|
4
|
|
|
|
22
|
|
Total
|
|
24
|
|
|
6
|
|
|
|
16
|
|
|
8
|
|
|
|
54
|
|
*
|
This includes a manufacturing facility that is a joint venture.
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
(a)
|
Market information
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
|
||||
First Quarter
|
|
$
|
40.75
|
|
|
$
|
32.58
|
|
Second Quarter
|
|
38.12
|
|
|
29.29
|
|
||
Third Quarter
|
|
38.16
|
|
|
29.43
|
|
||
Fourth Quarter
|
|
40.21
|
|
|
33.50
|
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2015
|
|
|
|
|
||||
First Quarter
|
|
$
|
42.86
|
|
|
$
|
32.51
|
|
Second Quarter
|
|
43.94
|
|
|
33.52
|
|
||
Third Quarter
|
|
41.74
|
|
|
31.18
|
|
||
Fourth Quarter
|
|
43.40
|
|
|
37.59
|
|
|
|
ANNUAL RETURN PERCENTAGE
Year Ended December 31,
|
|||||||||||||
Company / Index
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||
Cooper Tire & Rubber Company
|
|
85.24
|
|
|
(3.70
|
)
|
|
46.24
|
|
|
10.41
|
|
|
3.87
|
|
S&P 500 Index
|
|
16.00
|
|
|
32.39
|
|
|
13.69
|
|
|
1.38
|
|
|
11.96
|
|
S&P 500 Auto Parts & Equipment
|
|
4.45
|
|
|
64.76
|
|
|
3.68
|
|
|
(5.65
|
)
|
|
(2.20
|
)
|
|
|
Base
Period
|
|
INDEXED RETURNS
Year Ended December 31,
|
||||||||||||||||||||
Company / Index
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Cooper Tire & Rubber Company
|
|
$
|
100.00
|
|
|
$
|
185.24
|
|
|
$
|
178.39
|
|
|
$
|
260.88
|
|
|
$
|
288.05
|
|
|
$
|
299.20
|
|
S&P 500 Index
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
S&P 500 Auto Parts & Equipment
|
|
100.00
|
|
|
104.45
|
|
|
172.09
|
|
|
178.41
|
|
|
168.33
|
|
|
164.62
|
|
(b)
|
Holders
|
(c)
|
Dividends
|
|
|
2016
|
|
|
|
2015
|
||||
March 31
|
|
$
|
0.105
|
|
|
March 27
|
|
$
|
0.105
|
|
June 30
|
|
0.105
|
|
|
June 29
|
|
0.105
|
|
||
September 30
|
|
0.105
|
|
|
September 28
|
|
0.105
|
|
||
December 29
|
|
0.105
|
|
|
December 29
|
|
0.105
|
|
||
Total:
|
|
$
|
0.420
|
|
|
Total:
|
|
$
|
0.420
|
|
(d)
|
Issuer purchases of equity securities
|
Period
(1)(2)
|
|
Total Number
of Shares
Purchased
|
|
Average
Price
Paid per
Share
|
|
Total Number of
Shares Purchased as
Part of Public
Announced Plans
or Programs
|
|
Maximum Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||||
October 1, 2016 through October 31, 2016
|
|
229,880
|
|
|
$
|
37.31
|
|
|
229,880
|
|
|
$
|
126,625
|
|
November 1, 2016 through November 30, 2016
|
|
230,055
|
|
|
$
|
36.65
|
|
|
230,055
|
|
|
$
|
118,201
|
|
December 1, 2016 through December 31, 2016
|
|
218,220
|
|
|
$
|
38.98
|
|
|
218,220
|
|
|
$
|
109,702
|
|
Total
|
|
678,155
|
|
|
|
|
678,155
|
|
|
|
(1)
|
On February 20, 2015, the Board of Directors authorized a program to repurchase up to $200,000, excluding commissions, of the Company’s common stock through December 31, 2016 (the “Repurchase Program”). On February 19, 2016, the Board of Directors increased the amount under and expanded the duration of the Repurchase Program (as amended, the “February 2016 Repurchase Program”). The February 2016 Repurchase Program amended and superseded the Repurchase Program and allowed the Company to repurchase up to $200,000, excluding commissions, of the Company’s common stock from February 22, 2016 through December 31, 2017. The approximately $73,654 remaining under the Repurchase Program as of February 19, 2016 was included in the $200,000 maximum amount authorized by the February 2016 Repurchase Program. No other changes were made. The February 2016 Repurchase Program did not obligate the Company to acquire any specific number of shares and could be suspended or discontinued at any time without notice. Under the February 2016 Repurchase Program, shares could have been repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
|
(2)
|
On February 16, 2017, the Board of Directors increased the amount under and expanded the duration of the February 2016 Repurchase Program (as amended, the "February 2017 Repurchase Program"). The February 2017 Repurchase Program amended and superseded the February 2016 Repurchase Program and allows the Company to repurchase up to
$300,000
, excluding commissions, of the Company’s common stock through December 31, 2019. The remaining authorization under the February 2016 Repurchase Program as of February 16, 2017 is included in the
$300,000
maximum amount authorized by the February 2017 Repurchase Program. No other changes were made.
|
Item 6.
|
SELECTED FINANCIAL DATA
|
(Dollar amounts in thousands except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2016
|
|
2015
|
|
2014 (a)
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
|
$
|
2,924,869
|
|
|
$
|
2,972,901
|
|
|
$
|
3,424,809
|
|
|
$
|
3,439,233
|
|
|
$
|
4,200,836
|
|
Operating profit
|
|
$
|
384,387
|
|
|
$
|
354,480
|
|
|
$
|
300,458
|
|
|
$
|
240,714
|
|
|
$
|
396,962
|
|
Income before income taxes
|
|
$
|
367,093
|
|
|
$
|
334,028
|
|
|
$
|
348,519
|
|
|
$
|
212,971
|
|
|
$
|
368,450
|
|
Net income attributable to Cooper Tire & Rubber Company
|
|
$
|
248,381
|
|
|
$
|
212,766
|
|
|
$
|
213,578
|
|
|
$
|
111,013
|
|
|
$
|
220,371
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
4.56
|
|
|
3.73
|
|
|
3.48
|
|
|
1.75
|
|
|
3.52
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
4.51
|
|
|
3.69
|
|
|
3.42
|
|
|
1.73
|
|
|
3.49
|
|
|||||
Dividends per share
|
|
$
|
0.42
|
|
|
$
|
0.42
|
|
|
$
|
0.42
|
|
|
$
|
0.42
|
|
|
$
|
0.42
|
|
Weighted average shares outstanding (000s):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
54,480
|
|
|
57,012
|
|
|
61,402
|
|
|
63,327
|
|
|
62,561
|
|
|||||
Diluted
|
|
55,090
|
|
|
57,623
|
|
|
62,401
|
|
|
64,282
|
|
|
63,224
|
|
|||||
Property, plant and equipment, net
|
|
$
|
864,227
|
|
|
$
|
795,198
|
|
|
$
|
740,203
|
|
|
$
|
974,269
|
|
|
$
|
929,255
|
|
Total assets
|
|
$
|
2,619,395
|
|
|
$
|
2,436,176
|
|
|
$
|
2,488,937
|
|
|
$
|
2,737,070
|
|
|
$
|
2,799,999
|
|
Long-term debt
|
|
$
|
297,094
|
|
|
$
|
296,412
|
|
|
$
|
297,937
|
|
|
$
|
319,882
|
|
|
$
|
334,981
|
|
Total equity
|
|
$
|
1,130,236
|
|
|
$
|
1,017,611
|
|
|
$
|
884,261
|
|
|
$
|
1,157,625
|
|
|
$
|
908,416
|
|
Capital expenditures
|
|
$
|
175,437
|
|
|
$
|
182,544
|
|
|
$
|
145,041
|
|
|
$
|
180,448
|
|
|
$
|
187,336
|
|
Depreciation and amortization
|
|
$
|
130,257
|
|
|
$
|
121,408
|
|
|
$
|
139,166
|
|
|
$
|
134,751
|
|
|
$
|
128,916
|
|
Number of employees
|
|
10,540
|
|
|
9,119
|
|
|
8,881
|
|
|
13,280
|
|
|
13,550
|
|
(a)
|
The Company sold its ownership interest in CCT during the fourth quarter of 2014. Results include a gain on sale of interest in subsidiary of $77,471. Income tax expense on the gain on sale of interest in subsidiary was $21,767.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
North America, composed of the Company’s operations in the U.S. and Canada;
|
•
|
Latin America, composed of the Company’s operations in Mexico, Central America and South America;
|
•
|
Europe; and
|
•
|
Asia.
|
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2016
|
|
Change
|
|
2015
|
|
Change
|
|
2014
|
||||||||
Sales
|
|
$
|
2,600,323
|
|
|
(3.1
|
)%
|
|
$
|
2,684,754
|
|
|
3.8
|
%
|
|
$
|
2,585,484
|
|
Operating profit
|
|
$
|
439,941
|
|
|
4.0
|
%
|
|
$
|
422,929
|
|
|
53.9
|
%
|
|
$
|
274,837
|
|
Operating margin
|
|
16.9
|
%
|
|
1.1 points
|
|
|
15.8
|
%
|
|
5.2 points
|
|
|
10.6
|
%
|
|||
Total unit sales change
|
|
|
|
(0.2
|
)%
|
|
|
|
4.3
|
%
|
|
|
||||||
United States replacement market unit shipment changes:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Passenger tires
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment
|
|
|
|
(3.3
|
)%
|
|
|
|
2.0
|
%
|
|
|
||||||
RMA members
|
|
|
|
(2.3
|
)%
|
|
|
|
4.0
|
%
|
|
|
||||||
Total Industry
|
|
|
|
1.2
|
%
|
|
|
|
(0.2
|
)%
|
|
|
||||||
Light truck tires
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment
|
|
|
|
(0.2
|
)%
|
|
|
|
10.6
|
%
|
|
|
||||||
RMA members
|
|
|
|
4.2
|
%
|
|
|
|
7.9
|
%
|
|
|
||||||
Total Industry
|
|
|
|
9.4
|
%
|
|
|
|
1.6
|
%
|
|
|
||||||
Total light vehicle tires
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment
|
|
|
|
(2.5
|
)%
|
|
|
|
3.9
|
%
|
|
|
||||||
RMA members
|
|
|
|
(1.5
|
)%
|
|
|
|
4.5
|
%
|
|
|
||||||
Total Industry
|
|
|
|
2.2
|
%
|
|
|
|
0.1
|
%
|
|
|
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2016
|
|
Change
|
|
2015
|
|
Change
|
|
2014
|
||||||||
Sales
|
|
$
|
464,003
|
|
|
2.7
|
%
|
|
$
|
451,879
|
|
|
(60.4
|
)%
|
|
$
|
1,140,826
|
|
Operating profit (loss)
|
|
$
|
5,998
|
|
|
n/m
|
|
|
$
|
(19,133
|
)
|
|
n/m
|
|
|
$
|
74,566
|
|
Operating margin
|
|
1.3
|
%
|
|
5.5 points
|
|
|
(4.2
|
)%
|
|
(10.7) points
|
|
|
6.5
|
%
|
|||
Total unit sales change
|
|
|
|
6.9
|
%
|
|
|
|
(43.1
|
)%
|
|
|
(Dollar amounts in thousands)
|
|
Payment Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
||||||||||||||
Long-term debt
|
|
$
|
290,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,880
|
|
Capital lease obligations and other
|
|
9,883
|
|
|
2,421
|
|
|
1,489
|
|
|
910
|
|
|
—
|
|
|
5,063
|
|
|
—
|
|
|||||||
Interest on debt and capital lease obligations
|
|
134,405
|
|
|
23,127
|
|
|
23,127
|
|
|
23,127
|
|
|
9,241
|
|
|
8,994
|
|
|
46,789
|
|
|||||||
Operating leases
|
|
86,937
|
|
|
23,746
|
|
|
19,311
|
|
|
15,978
|
|
|
13,110
|
|
|
7,214
|
|
|
7,578
|
|
|||||||
Notes payable (a)
|
|
26,286
|
|
|
26,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations (b)
|
|
214,274
|
|
|
178,244
|
|
|
36,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Postretirement benefits other than pensions (c)
|
|
262,275
|
|
|
15,048
|
|
|
15,419
|
|
|
15,778
|
|
|
16,321
|
|
|
16,518
|
|
|
183,191
|
|
|||||||
Pensions (d)
|
|
286,152
|
|
|
45,000
|
|
|
45,000
|
|
|
45,000
|
|
|
45,000
|
|
|
45,000
|
|
|
61,152
|
|
|||||||
Other obligations (e)
|
|
43,470
|
|
|
12,078
|
|
|
7,032
|
|
|
4,144
|
|
|
1,570
|
|
|
317
|
|
|
18,329
|
|
|||||||
Total contractual cash obligations
|
|
$
|
1,354,140
|
|
|
$
|
325,950
|
|
|
$
|
147,408
|
|
|
$
|
278,515
|
|
|
$
|
85,242
|
|
|
$
|
83,106
|
|
|
$
|
433,919
|
|
(a)
|
Financing obtained from financial institutions in the PRC to support the Company’s operations there.
|
(b)
|
Purchase commitments for capital expenditures, medium truck tires and raw materials, principally natural rubber, made in the ordinary course of business.
|
(c)
|
Represents benefit payments for postretirement benefits other than pension liabilities.
|
(d)
|
Represents Company contributions to retirement trusts based on current assumptions.
|
(e)
|
Includes stock-based liabilities, warranty reserve, deferred compensation, nonqualified benefit plans and other non-current liabilities.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
2,924,869
|
|
|
$
|
2,972,901
|
|
|
$
|
3,424,809
|
|
Cost of products sold
|
|
2,272,519
|
|
|
2,355,451
|
|
|
2,852,051
|
|
|||
Gross profit
|
|
652,350
|
|
|
617,450
|
|
|
572,758
|
|
|||
Selling, general and administrative expense
|
|
255,701
|
|
|
262,970
|
|
|
272,300
|
|
|||
Pension settlement charges
|
|
12,262
|
|
|
—
|
|
|
—
|
|
|||
Operating profit
|
|
384,387
|
|
|
354,480
|
|
|
300,458
|
|
|||
Interest expense
|
|
(26,604
|
)
|
|
(23,820
|
)
|
|
(28,138
|
)
|
|||
Interest income
|
|
4,378
|
|
|
2,211
|
|
|
1,500
|
|
|||
Gain on sale of interest in subsidiary
|
|
—
|
|
|
—
|
|
|
77,471
|
|
|||
Other non-operating income (expense)
|
|
4,932
|
|
|
1,157
|
|
|
(2,772
|
)
|
|||
Income before income taxes
|
|
367,093
|
|
|
334,028
|
|
|
348,519
|
|
|||
Provision for income taxes
|
|
115,799
|
|
|
118,224
|
|
|
111,697
|
|
|||
Net income
|
|
251,294
|
|
|
215,804
|
|
|
236,822
|
|
|||
Net income attributable to noncontrolling shareholders’ interests
|
|
2,913
|
|
|
3,038
|
|
|
23,244
|
|
|||
Net income attributable to Cooper Tire & Rubber Company
|
|
$
|
248,381
|
|
|
$
|
212,766
|
|
|
$
|
213,578
|
|
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
$
|
4.56
|
|
|
$
|
3.73
|
|
|
$
|
3.48
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
$
|
4.51
|
|
|
$
|
3.69
|
|
|
$
|
3.42
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
251,294
|
|
|
$
|
215,804
|
|
|
$
|
236,822
|
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(57,954
|
)
|
|
(35,320
|
)
|
|
(54,896
|
)
|
|||
Financial instruments
|
|
|
|
|
|
|
||||||
Change in the fair value of derivatives
|
|
(2,371
|
)
|
|
(2,319
|
)
|
|
5,321
|
|
|||
Income tax benefit (provision) on derivative instruments
|
|
884
|
|
|
1,011
|
|
|
(2,174
|
)
|
|||
Financial instruments, net of tax
|
|
(1,487
|
)
|
|
(1,308
|
)
|
|
3,147
|
|
|||
Postretirement benefit plans
|
|
|
|
|
|
|
||||||
Amortization of actuarial loss
|
|
43,624
|
|
|
46,736
|
|
|
36,473
|
|
|||
Amortization of prior service credit
|
|
(566
|
)
|
|
(566
|
)
|
|
(566
|
)
|
|||
Actuarial (loss) gain
|
|
(39,689
|
)
|
|
23,597
|
|
|
(165,357
|
)
|
|||
Pension settlement charges
|
|
12,262
|
|
|
—
|
|
|
—
|
|
|||
Income tax (provision) benefit on postretirement benefit plans
|
|
(9,299
|
)
|
|
(23,410
|
)
|
|
50,317
|
|
|||
Foreign currency translation effect
|
|
13,152
|
|
|
6,879
|
|
|
6,005
|
|
|||
Postretirement benefit plans, net of tax
|
|
19,484
|
|
|
53,236
|
|
|
(73,128
|
)
|
|||
Other comprehensive (loss) income
|
|
(39,957
|
)
|
|
16,608
|
|
|
(124,877
|
)
|
|||
Comprehensive income
|
|
211,337
|
|
|
232,412
|
|
|
111,945
|
|
|||
Less comprehensive (loss) income attributable to noncontrolling shareholders’ interests
|
|
(1,660
|
)
|
|
(1,189
|
)
|
|
18,949
|
|
|||
Comprehensive income attributable to Cooper Tire & Rubber Company
|
|
$
|
212,997
|
|
|
$
|
233,601
|
|
|
$
|
92,996
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
504,423
|
|
|
$
|
505,157
|
|
Notes receivable
|
|
7,485
|
|
|
8,750
|
|
||
Accounts receivable, less allowances of $7,290 at 2016 and $7,533 at 2015
|
|
409,913
|
|
|
371,757
|
|
||
Inventories at lower of cost or market:
|
|
|
|
|
||||
Finished goods
|
|
338,887
|
|
|
297,967
|
|
||
Work in process
|
|
29,922
|
|
|
26,666
|
|
||
Raw materials and supplies
|
|
101,342
|
|
|
87,928
|
|
||
|
|
470,151
|
|
|
412,561
|
|
||
Other current assets
|
|
28,546
|
|
|
36,405
|
|
||
Total current assets
|
|
1,420,518
|
|
|
1,334,630
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Land and land improvements
|
|
47,767
|
|
|
49,782
|
|
||
Buildings
|
|
282,960
|
|
|
277,034
|
|
||
Machinery and equipment
|
|
1,742,449
|
|
|
1,637,637
|
|
||
Molds, cores and rings
|
|
224,662
|
|
|
236,370
|
|
||
|
|
2,297,838
|
|
|
2,200,823
|
|
||
Less: Accumulated depreciation
|
|
1,433,611
|
|
|
1,405,625
|
|
||
Property, plant and equipment, net
|
|
864,227
|
|
|
795,198
|
|
||
Goodwill
|
|
52,705
|
|
|
18,851
|
|
||
Intangibles, net of accumulated amortization of $77,321 at 2016 and $62,274 at 2015
|
|
140,751
|
|
|
133,490
|
|
||
Restricted cash
|
|
1,327
|
|
|
802
|
|
||
Deferred income tax assets
|
|
133,879
|
|
|
136,310
|
|
||
Other assets
|
|
5,988
|
|
|
16,895
|
|
||
Total assets
|
|
$
|
2,619,395
|
|
|
$
|
2,436,176
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Notes payable
|
|
$
|
26,286
|
|
|
$
|
12,437
|
|
Accounts payable
|
|
282,416
|
|
|
215,850
|
|
||
Accrued liabilities
|
|
183,804
|
|
|
199,368
|
|
||
Income taxes payable
|
|
5,887
|
|
|
4,748
|
|
||
Current portion of long-term debt
|
|
2,421
|
|
|
600
|
|
||
Total current liabilities
|
|
500,814
|
|
|
433,003
|
|
||
Long-term debt
|
|
297,094
|
|
|
296,412
|
|
||
Postretirement benefits other than pensions
|
|
247,227
|
|
|
249,650
|
|
||
Pension benefits
|
|
285,852
|
|
|
304,621
|
|
||
Other long-term liabilities
|
|
156,924
|
|
|
132,594
|
|
||
Deferred income tax liabilities
|
|
1,248
|
|
|
2,285
|
|
||
Equity:
|
|
|
|
|
||||
Preferred stock, $1 par value; 5,000,000 shares authorized; none issued
|
|
|
|
|
||||
Common stock, $1 par value; 300,000,000 shares authorized; 87,850,292 shares issued at 2016 and at 2015
|
|
87,850
|
|
|
87,850
|
|
||
Capital in excess of par value
|
|
25,876
|
|
|
16,306
|
|
||
Retained earnings
|
|
2,321,424
|
|
|
2,095,923
|
|
||
Accumulated other comprehensive loss
|
|
(545,151
|
)
|
|
(509,767
|
)
|
||
|
|
1,889,999
|
|
|
1,690,312
|
|
||
Less: common shares in treasury at cost (34,850,512 at 2016 and 32,017,754 at 2015)
|
|
(813,985
|
)
|
|
(711,064
|
)
|
||
Total parent stockholders’ equity
|
|
1,076,014
|
|
|
979,248
|
|
||
Noncontrolling shareholders’ interests in consolidated subsidiaries
|
|
54,222
|
|
|
38,363
|
|
||
Total equity
|
|
1,130,236
|
|
|
1,017,611
|
|
||
Total liabilities and equity
|
|
$
|
2,619,395
|
|
|
$
|
2,436,176
|
|
|
|
|
Total Equity
|
||||||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Shareholder’s
Interest
|
|
Common
Stock $1 Par
Value
|
|
Capital in
Excess of
Par
Value
|
|
Retained
Earnings
|
|
Cumulative
Other
Comprehensive
Income (Loss)
|
|
Common
Shares in
Treasury
|
|
Total Parent
Stockholders’
Equity
|
|
Noncontrolling
Shareholders’
Interests in
Consolidated
Subsidiaries
|
|
Total
|
||||||||||||||||||
Balance at
December 31, 2013 |
$
|
—
|
|
|
$
|
87,850
|
|
|
$
|
4,433
|
|
|
$
|
1,741,611
|
|
|
$
|
(410,020
|
)
|
|
$
|
(433,008
|
)
|
|
$
|
990,866
|
|
|
$
|
166,759
|
|
|
$
|
1,157,625
|
|
Reclassification of redeemable noncontrolling shareholder interest
|
152,250
|
|
|
—
|
|
|
(3,838
|
)
|
|
(24,447
|
)
|
|
—
|
|
|
—
|
|
|
(28,285
|
)
|
|
(123,965
|
)
|
|
(152,250
|
)
|
|||||||||
Net income
|
19,266
|
|
|
—
|
|
|
—
|
|
|
213,578
|
|
|
—
|
|
|
—
|
|
|
213,578
|
|
|
3,978
|
|
|
217,556
|
|
|||||||||
Other comprehensive loss
|
(562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,582
|
)
|
|
—
|
|
|
(120,582
|
)
|
|
(3,733
|
)
|
|
(124,315
|
)
|
|||||||||
Comprehensive income (loss)
|
18,704
|
|
|
—
|
|
|
—
|
|
|
213,578
|
|
|
(120,582
|
)
|
|
—
|
|
|
92,996
|
|
|
245
|
|
|
93,241
|
|
|||||||||
Dividends payable to noncontrolling shareholder
|
(5,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,570
|
)
|
|
(2,570
|
)
|
|||||||||
Sale of interest in subsidiary
|
(165,711
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Accelerated share repurchase program
|
—
|
|
|
—
|
|
|
(2,010
|
)
|
|
(37,990
|
)
|
|
—
|
|
|
(160,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
(200,000
|
)
|
|||||||||
Stock compensation plans, including tax benefit of $1,268
|
—
|
|
|
—
|
|
|
7,157
|
|
|
(88
|
)
|
|
—
|
|
|
6,684
|
|
|
13,753
|
|
|
—
|
|
|
13,753
|
|
|||||||||
Cash dividends - $0.42 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,538
|
)
|
|
—
|
|
|
—
|
|
|
(25,538
|
)
|
|
—
|
|
|
(25,538
|
)
|
|||||||||
Balance at
December 31, 2014 |
—
|
|
|
87,850
|
|
|
5,742
|
|
|
1,867,126
|
|
|
(530,602
|
)
|
|
(586,324
|
)
|
|
843,792
|
|
|
40,469
|
|
|
884,261
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
212,766
|
|
|
—
|
|
|
—
|
|
|
212,766
|
|
|
3,038
|
|
|
215,804
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,835
|
|
|
—
|
|
|
20,835
|
|
|
(4,227
|
)
|
|
16,608
|
|
|||||||||
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
212,766
|
|
|
20,835
|
|
|
—
|
|
|
233,601
|
|
|
(1,189
|
)
|
|
232,412
|
|
|||||||||
Dividends payable to noncontrolling shareholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(917
|
)
|
|
(917
|
)
|
|||||||||
Accelerated share repurchase program
|
—
|
|
|
—
|
|
|
2,010
|
|
|
37,990
|
|
|
—
|
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,821
|
)
|
|
(108,821
|
)
|
|
—
|
|
|
(108,821
|
)
|
|||||||||
Stock compensation plans, including tax benefit of $4,323
|
—
|
|
|
—
|
|
|
8,554
|
|
|
1,921
|
|
|
—
|
|
|
24,081
|
|
|
34,556
|
|
|
—
|
|
|
34,556
|
|
|||||||||
Cash dividends - $0.42 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,880
|
)
|
|
—
|
|
|
—
|
|
|
(23,880
|
)
|
|
—
|
|
|
(23,880
|
)
|
|||||||||
Balance at
December 31, 2015 |
—
|
|
|
87,850
|
|
|
16,306
|
|
|
2,095,923
|
|
|
(509,767
|
)
|
|
(711,064
|
)
|
|
979,248
|
|
|
38,363
|
|
|
1,017,611
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
248,381
|
|
|
—
|
|
|
—
|
|
|
248,381
|
|
|
2,913
|
|
|
251,294
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,384
|
)
|
|
—
|
|
|
(35,384
|
)
|
|
(4,573
|
)
|
|
(39,957
|
)
|
|||||||||
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
248,381
|
|
|
(35,384
|
)
|
|
—
|
|
|
212,997
|
|
|
(1,660
|
)
|
|
211,337
|
|
|||||||||
Dividends payable to noncontrolling shareholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(804
|
)
|
|
(804
|
)
|
|||||||||
Acquisition of business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,323
|
|
|
18,323
|
|
|||||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,999
|
)
|
|
(107,999
|
)
|
|
—
|
|
|
(107,999
|
)
|
|||||||||
Stock compensation plans, including tax benefit of $274
|
—
|
|
|
—
|
|
|
9,570
|
|
|
(52
|
)
|
|
—
|
|
|
5,078
|
|
|
14,596
|
|
|
—
|
|
|
14,596
|
|
|||||||||
Cash dividends - $0.42 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,828
|
)
|
|
—
|
|
|
—
|
|
|
(22,828
|
)
|
|
—
|
|
|
(22,828
|
)
|
|||||||||
Balance at
December 31, 2016 |
$
|
—
|
|
|
$
|
87,850
|
|
|
$
|
25,876
|
|
|
$
|
2,321,424
|
|
|
$
|
(545,151
|
)
|
|
$
|
(813,985
|
)
|
|
$
|
1,076,014
|
|
|
$
|
54,222
|
|
|
$
|
1,130,236
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
251,294
|
|
|
$
|
215,804
|
|
|
$
|
236,822
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
130,257
|
|
|
121,408
|
|
|
139,166
|
|
|||
Deferred income taxes
|
|
(12,350
|
)
|
|
25,034
|
|
|
3,629
|
|
|||
Stock-based compensation
|
|
13,570
|
|
|
14,919
|
|
|
9,047
|
|
|||
Change in LIFO reserve
|
|
11,990
|
|
|
(53,108
|
)
|
|
(35,205
|
)
|
|||
Amortization of unrecognized postretirement benefits
|
|
43,058
|
|
|
46,170
|
|
|
35,907
|
|
|||
Pension settlement charges
|
|
12,262
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of interest in subsidiary, net of tax
|
|
—
|
|
|
—
|
|
|
(55,704
|
)
|
|||
Changes in operating assets and liabilities of continuing operations, net of effect of sale of interest in subsidiary:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(45,674
|
)
|
|
(15,155
|
)
|
|
(64,636
|
)
|
|||
Inventories
|
|
(77,872
|
)
|
|
51,864
|
|
|
(524
|
)
|
|||
Other current assets
|
|
3,831
|
|
|
(931
|
)
|
|
(2,162
|
)
|
|||
Accounts payable
|
|
13,128
|
|
|
(42,068
|
)
|
|
67,734
|
|
|||
Accrued liabilities
|
|
(23,489
|
)
|
|
21,719
|
|
|
25,943
|
|
|||
Other items
|
|
(10,210
|
)
|
|
(85,342
|
)
|
|
(40,933
|
)
|
|||
Net cash provided by operating activities
|
|
309,795
|
|
|
300,314
|
|
|
319,084
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment and capitalized software
|
|
(175,437
|
)
|
|
(182,544
|
)
|
|
(145,041
|
)
|
|||
Acquisition of business, net of cash acquired
|
|
(5,928
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of interest in subsidiary, net of cash sold
|
|
—
|
|
|
—
|
|
|
170,711
|
|
|||
Proceeds from the sale of assets
|
|
337
|
|
|
1,651
|
|
|
1,248
|
|
|||
Net cash (used in) provided by investing activities
|
|
(181,028
|
)
|
|
(180,893
|
)
|
|
26,918
|
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Net (payments on) issuances of short-term debt
|
|
10,019
|
|
|
(41,303
|
)
|
|
55,447
|
|
|||
Additions to long-term debt
|
|
—
|
|
|
—
|
|
|
15,634
|
|
|||
Repayments of long-term debt
|
|
(935
|
)
|
|
(3,125
|
)
|
|
(35,715
|
)
|
|||
Payment of financing fees
|
|
—
|
|
|
(2,586
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
|
(107,999
|
)
|
|
(108,821
|
)
|
|
(200,000
|
)
|
|||
Payment of dividends to noncontrolling shareholders
|
|
(804
|
)
|
|
(917
|
)
|
|
(7,813
|
)
|
|||
Payment of dividends
|
|
(22,828
|
)
|
|
(23,880
|
)
|
|
(25,538
|
)
|
|||
Issuance of common shares and excess tax benefits on options
|
|
4,224
|
|
|
23,965
|
|
|
3,230
|
|
|||
Net cash used in financing activities
|
|
(118,323
|
)
|
|
(156,667
|
)
|
|
(194,755
|
)
|
|||
Effects of exchange rate changes on cash of continuing operations
|
|
(11,178
|
)
|
|
(9,249
|
)
|
|
2,674
|
|
|||
Changes in cash and cash equivalents
|
|
(734
|
)
|
|
(46,495
|
)
|
|
153,921
|
|
|||
Cash and cash equivalents at beginning of year
|
|
505,157
|
|
|
551,652
|
|
|
397,731
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
504,423
|
|
|
$
|
505,157
|
|
|
$
|
551,652
|
|
Land improvements
|
|
10 to 20 years
|
Buildings
|
|
10 to 40 years
|
Machinery and equipment
|
|
5 to 14 years
|
Molds, cores and rings
|
|
2 to 10 years
|
(Number of shares and dollar amounts in thousands except per share amounts)
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Numerator for basic and diluted earnings per share - income from continuing operations available to common stockholders
|
|
$
|
248,381
|
|
|
$
|
212,766
|
|
|
$
|
213,578
|
|
Denominator
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share - weighted average shares outstanding
|
|
54,480
|
|
|
57,012
|
|
|
61,402
|
|
|||
Effect of dilutive securities - stock options and other stock units
|
|
610
|
|
|
611
|
|
|
999
|
|
|||
Denominator for diluted earnings per share - adjusted weighted average shares outstanding
|
|
55,090
|
|
|
57,623
|
|
|
62,401
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
$
|
4.56
|
|
|
$
|
3.73
|
|
|
$
|
3.48
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Net income attributable to Cooper Tire & Rubber Company common stockholders
|
|
$
|
4.51
|
|
|
$
|
3.69
|
|
|
$
|
3.42
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Reserve at beginning of year
|
|
12,339
|
|
|
14,005
|
|
|
30,853
|
|
Additions
|
|
8,349
|
|
|
9,122
|
|
|
17,413
|
|
Payments
|
|
(10,054
|
)
|
|
(10,788
|
)
|
|
(19,112
|
)
|
Decrease due to sale of interest in subsidiary
|
|
—
|
|
|
—
|
|
|
(15,149
|
)
|
Reserve at December 31
|
|
10,634
|
|
|
12,339
|
|
|
14,005
|
|
|
|
December 1, 2016
|
||
Assets
|
|
|
||
Cash
|
|
$
|
8,091
|
|
Accounts receivable
|
|
2,844
|
|
|
Notes receivable
|
|
3,050
|
|
|
Inventory
|
|
7,983
|
|
|
Other current assets
|
|
981
|
|
|
Property, plant & equipment
|
|
46,712
|
|
|
Intangible assets
|
|
7,412
|
|
|
Other long-term assets
|
|
289
|
|
|
Goodwill
|
|
33,861
|
|
|
|
|
|
||
Liabilities
|
|
|
||
Accounts payable
|
|
(61,570
|
)
|
|
Notes payable
|
|
(10,122
|
)
|
|
Accrued liabilities
|
|
(2,866
|
)
|
|
Long-term debt
|
|
(3,383
|
)
|
|
Other long-term liabilities
|
|
(940
|
)
|
|
|
|
32,342
|
|
|
Noncontrolling shareholder interest
|
|
(18,323
|
)
|
|
|
|
|
||
Cooper Tire & Rubber Company consideration
|
|
$
|
14,019
|
|
|
|
|
|
|
2014
|
||
Net Sales
|
|
|
||
External Customers
|
|
$
|
545,850
|
|
Intercompany
|
|
121,142
|
|
|
|
|
$
|
666,992
|
|
Operating Profit
|
|
$
|
77,529
|
|
Net income attributable to Cooper Tire & Rubber Company
|
|
$
|
38,037
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|||||||||||||
Definite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Capitalized software costs
|
|
185,539
|
|
|
(65,719
|
)
|
|
119,820
|
|
|
170,764
|
|
|
(52,375
|
)
|
|
118,389
|
|
|||||||
Land use rights
|
|
10,386
|
|
|
(1,642
|
)
|
|
8,744
|
|
|
3,266
|
|
|
(578
|
)
|
|
2,688
|
|
|||||||
Trademarks and tradenames
|
|
8,800
|
|
|
(7,094
|
)
|
|
1,706
|
|
|
8,800
|
|
|
(6,641
|
)
|
|
2,159
|
|
|||||||
Other
|
|
3,530
|
|
|
(2,866
|
)
|
|
664
|
|
|
3,117
|
|
|
(2,680
|
)
|
|
437
|
|
|||||||
|
|
208,255
|
|
|
(77,321
|
)
|
|
130,934
|
|
|
185,947
|
|
|
(62,274
|
)
|
|
123,673
|
|
|||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trademarks
|
|
9,817
|
|
|
—
|
|
|
9,817
|
|
|
9,817
|
|
|
—
|
|
|
9,817
|
|
|||||||
|
|
$
|
218,072
|
|
|
$
|
(77,321
|
)
|
|
$
|
140,751
|
|
|
$
|
195,764
|
|
|
$
|
(62,274
|
)
|
|
$
|
133,490
|
|
|
|
2016
|
|
2015
|
||||
Payroll and employee related
|
|
$
|
74,920
|
|
|
$
|
80,633
|
|
Product liability
|
|
58,054
|
|
|
74,018
|
|
||
Other postretirement benefits
|
|
15,048
|
|
|
15,929
|
|
||
Advertising
|
|
14,281
|
|
|
12,351
|
|
||
Warranty
|
|
5,699
|
|
|
6,311
|
|
||
Other
|
|
15,802
|
|
|
10,126
|
|
||
Accrued liabilities
|
|
$
|
183,804
|
|
|
$
|
199,368
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
319,156
|
|
|
$
|
314,263
|
|
|
$
|
165,888
|
|
Foreign
|
|
47,937
|
|
|
19,765
|
|
|
182,631
|
|
|||
Total
|
|
$
|
367,093
|
|
|
$
|
334,028
|
|
|
$
|
348,519
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
100,714
|
|
|
$
|
67,405
|
|
|
$
|
46,270
|
|
State and local
|
|
12,445
|
|
|
12,837
|
|
|
8,678
|
|
|||
Foreign
|
|
14,990
|
|
|
12,948
|
|
|
53,120
|
|
|||
|
|
128,149
|
|
|
93,190
|
|
|
108,068
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(6,730
|
)
|
|
23,466
|
|
|
5,282
|
|
|||
State and local
|
|
(763
|
)
|
|
5,157
|
|
|
82
|
|
|||
Foreign
|
|
(4,857
|
)
|
|
(3,589
|
)
|
|
(1,735
|
)
|
|||
|
|
(12,350
|
)
|
|
25,034
|
|
|
3,629
|
|
|||
|
|
$
|
115,799
|
|
|
$
|
118,224
|
|
|
$
|
111,697
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax provision at 35%
|
|
$
|
128,483
|
|
|
$
|
116,910
|
|
|
$
|
121,982
|
|
Expiration of capital loss carryforward
|
|
—
|
|
|
18,376
|
|
|
—
|
|
|||
Valuation allowance
|
|
(2,441
|
)
|
|
(18,200
|
)
|
|
1,382
|
|
|||
State and local income tax, net of federal income tax effect
|
|
8,693
|
|
|
12,321
|
|
|
7,123
|
|
|||
Domestic manufacturing deduction
|
|
(9,870
|
)
|
|
(6,580
|
)
|
|
(3,745
|
)
|
|||
U.S. tax credits
|
|
(3,013
|
)
|
|
(3,186
|
)
|
|
(1,455
|
)
|
|||
Tax law or rate change
|
|
794
|
|
|
2,383
|
|
|
—
|
|
|||
Difference in effective tax rates of international operations
|
|
(4,900
|
)
|
|
(932
|
)
|
|
(35,095
|
)
|
|||
Other - net
|
|
(1,947
|
)
|
|
(2,868
|
)
|
|
(262
|
)
|
|||
Tax on gain from sale of CCT
|
|
—
|
|
|
—
|
|
|
21,767
|
|
|||
Provision for income taxes
|
|
$
|
115,799
|
|
|
$
|
118,224
|
|
|
$
|
111,697
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Postretirement and other employee benefits
|
|
$
|
191,099
|
|
|
$
|
197,657
|
|
Product liability
|
|
67,528
|
|
|
61,456
|
|
||
Net operating loss, capital loss, and tax credit carryforwards
|
|
15,274
|
|
|
11,187
|
|
||
All other items
|
|
48,718
|
|
|
45,747
|
|
||
Total deferred tax assets
|
|
322,619
|
|
|
316,047
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
(160,075
|
)
|
|
(156,520
|
)
|
||
All other items
|
|
(9,685
|
)
|
|
(10,399
|
)
|
||
Total deferred tax liabilities
|
|
(169,760
|
)
|
|
(166,919
|
)
|
||
|
|
152,859
|
|
|
149,128
|
|
||
Valuation allowances
|
|
(20,228
|
)
|
|
(15,103
|
)
|
||
Net deferred tax asset
|
|
$
|
132,631
|
|
|
$
|
134,025
|
|
|
Unrecognized
Tax Benefits
|
||
Balance at December 31, 2013
|
$
|
5,878
|
|
Additions for tax positions of the current year
|
230
|
|
|
Additions for tax positions of prior years
|
2,206
|
|
|
Balance at December 31, 2014
|
8,314
|
|
|
Settlements for tax positions of prior years
|
(367
|
)
|
|
Additions for tax positions of prior years
|
1,151
|
|
|
Reductions for tax positions of prior years
|
(942
|
)
|
|
Statute lapses
|
(2,313
|
)
|
|
Balance at December 31, 2015
|
5,843
|
|
|
Settlements for tax positions of prior years
|
(518
|
)
|
|
Additions for tax positions of the current year
|
714
|
|
|
Additions for tax positions of prior years
|
1,518
|
|
|
Statute lapses
|
(4,360
|
)
|
|
Balance at December 31, 2016
|
$
|
3,197
|
|
|
|
2016
|
|
2015
|
||||
Parent company
|
|
|
|
|
||||
8% unsecured notes due December 2019
|
|
$
|
173,578
|
|
|
$
|
173,578
|
|
7.625% unsecured notes due March 2027
|
|
116,880
|
|
|
116,880
|
|
||
Capitalized leases and other
|
|
9,883
|
|
|
7,463
|
|
||
|
|
300,341
|
|
|
297,921
|
|
||
Less: unamortized debt issuance costs
|
|
826
|
|
|
909
|
|
||
|
|
299,515
|
|
|
297,012
|
|
||
Less: current maturities
|
|
2,421
|
|
|
600
|
|
||
|
|
$
|
297,094
|
|
|
$
|
296,412
|
|
|
|
Year Ended December 31,
|
||||||
Assets/(Liabilities)
|
|
2016
|
|
2015
|
||||
Designated as hedging instruments:
|
|
|
|
|
||||
Gross amounts recognized
|
|
$
|
—
|
|
|
$
|
3,559
|
|
Gross amounts offset
|
|
1,029
|
|
|
(35
|
)
|
||
Net amounts
|
|
1,029
|
|
|
3,524
|
|
||
Not designated as hedging instruments:
|
|
|
|
|
||||
Gross amounts recognized
|
|
109
|
|
|
174
|
|
||
Gross amounts offset
|
|
(76
|
)
|
|
—
|
|
||
Net amounts
|
|
33
|
|
|
174
|
|
||
Other current assets
|
|
$
|
1,062
|
|
|
$
|
3,698
|
|
|
|
Year Ended December 31,
|
||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amount of (loss) gain recognized in Other comprehensive income on derivatives (Effective Portion)
|
|
$
|
(2,471
|
)
|
|
$
|
11,127
|
|
|
$
|
9,020
|
|
Amount of gain reclassified from Accumulated other comprehensive loss into Income (Effective Portion)
|
|
100
|
|
|
(13,446
|
)
|
|
3,699
|
|
|||
Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion)
|
|
—
|
|
|
(136
|
)
|
|
(188
|
)
|
Derivatives not Designated as Hedging Instruments
|
|
Location of Gain (Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain (Loss)
Recognized in Income on Derivatives
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
Foreign exchange contracts
|
|
Other non-operating income (expense)
|
|
$
|
(156
|
)
|
|
$
|
174
|
|
|
$
|
121
|
|
d.
|
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
|
|
|
December 31, 2016
|
||||||||||||||
|
|
Total
Assets (Liabilities) |
|
Quoted Prices
in Active Markets for Identical Assets Level (1) |
|
Significant
Other Observable Inputs Level (2) |
|
Significant
Unobservable Inputs Level (3) |
||||||||
Foreign Exchange Contracts
|
|
$
|
1,062
|
|
|
$
|
—
|
|
|
$
|
1,062
|
|
|
$
|
—
|
|
Stock-based Liabilities
|
|
$
|
(20,336
|
)
|
|
$
|
(20,336
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
Pension Benefits
|
|
2015
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||||||||
|
Domestic
|
|
International
|
|
Total
|
|
Domestic
|
|
International
|
|
Total
|
|
2016
|
|
2015
|
||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Projected Benefit Obligation at beginning of year
|
$
|
1,045,467
|
|
|
$
|
405,884
|
|
|
$
|
1,451,351
|
|
|
$
|
1,105,100
|
|
|
$
|
457,233
|
|
|
$
|
1,562,333
|
|
|
$
|
265,579
|
|
|
$
|
278,867
|
|
Service cost - employer
|
9,613
|
|
|
9
|
|
|
9,622
|
|
|
11,037
|
|
|
9
|
|
|
11,046
|
|
|
2,149
|
|
|
2,513
|
|
||||||||
Interest cost
|
41,595
|
|
|
14,097
|
|
|
55,692
|
|
|
40,202
|
|
|
15,853
|
|
|
56,055
|
|
|
10,819
|
|
|
10,320
|
|
||||||||
Actuarial (gain)/loss
|
26,618
|
|
|
81,180
|
|
|
107,798
|
|
|
(52,663
|
)
|
|
(27,763
|
)
|
|
(80,426
|
)
|
|
(5,760
|
)
|
|
(13,726
|
)
|
||||||||
Benefits paid
|
(53,405
|
)
|
|
(12,846
|
)
|
|
(66,251
|
)
|
|
(58,209
|
)
|
|
(14,321
|
)
|
|
(72,530
|
)
|
|
(10,512
|
)
|
|
(12,395
|
)
|
||||||||
Settlements
|
(29,390
|
)
|
|
—
|
|
|
(29,390
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency translation effect
|
—
|
|
|
(65,796
|
)
|
|
(65,796
|
)
|
|
—
|
|
|
(25,127
|
)
|
|
(25,127
|
)
|
|
—
|
|
|
—
|
|
||||||||
Projected Benefit Obligation at December 31
|
$
|
1,040,498
|
|
|
$
|
422,528
|
|
|
$
|
1,463,026
|
|
|
$
|
1,045,467
|
|
|
$
|
405,884
|
|
|
$
|
1,451,351
|
|
|
$
|
262,275
|
|
|
$
|
265,579
|
|
Change in plans’ assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value of plans’ assets at beginning of year
|
$
|
836,514
|
|
|
$
|
309,916
|
|
|
$
|
1,146,430
|
|
|
$
|
857,825
|
|
|
$
|
330,848
|
|
|
$
|
1,188,673
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plans’ assets
|
59,310
|
|
|
77,711
|
|
|
137,021
|
|
|
1,095
|
|
|
(746
|
)
|
|
349
|
|
|
—
|
|
|
—
|
|
||||||||
Employer contribution
|
35,312
|
|
|
10,763
|
|
|
46,075
|
|
|
35,803
|
|
|
12,027
|
|
|
47,830
|
|
|
—
|
|
|
—
|
|
||||||||
Benefits paid
|
(53,405
|
)
|
|
(12,846
|
)
|
|
(66,251
|
)
|
|
(58,209
|
)
|
|
(14,321
|
)
|
|
(72,530
|
)
|
|
—
|
|
|
—
|
|
||||||||
Settlements
|
(29,390
|
)
|
|
—
|
|
|
(29,390
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency translation effect
|
—
|
|
|
(57,011
|
)
|
|
(57,011
|
)
|
|
—
|
|
|
(17,892
|
)
|
|
(17,892
|
)
|
|
—
|
|
|
—
|
|
||||||||
Fair value of plans’ assets at December 31
|
$
|
848,341
|
|
|
$
|
328,533
|
|
|
$
|
1,176,874
|
|
|
$
|
836,514
|
|
|
$
|
309,916
|
|
|
$
|
1,146,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
$
|
(192,157
|
)
|
|
$
|
(93,995
|
)
|
|
$
|
(286,152
|
)
|
|
$
|
(208,953
|
)
|
|
$
|
(95,968
|
)
|
|
$
|
(304,921
|
)
|
|
$
|
(262,275
|
)
|
|
$
|
(265,579
|
)
|
Amounts recognized in the balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accrued liabilities
|
$
|
(300
|
)
|
|
$
|
—
|
|
|
$
|
(300
|
)
|
|
$
|
(300
|
)
|
|
$
|
—
|
|
|
$
|
(300
|
)
|
|
$
|
(15,048
|
)
|
|
$
|
(15,929
|
)
|
Postretirement benefits other than pensions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(247,227
|
)
|
|
$
|
(249,650
|
)
|
||||||
Pension benefits
|
$
|
(191,857
|
)
|
|
$
|
(93,995
|
)
|
|
$
|
(285,852
|
)
|
|
$
|
(208,653
|
)
|
|
$
|
(95,968
|
)
|
|
$
|
(304,621
|
)
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
All plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.54
|
%
|
|
4.10
|
%
|
|
3.95
|
%
|
|
4.20
|
%
|
Domestic plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.90
|
%
|
|
4.20
|
%
|
|
3.95
|
%
|
|
4.20
|
%
|
Foreign plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
2.65
|
%
|
|
3.84
|
%
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits - Domestic
|
|
Pension Benefits - International
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
9,613
|
|
|
$
|
11,037
|
|
|
$
|
9,760
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
8
|
|
Interest cost
|
|
41,595
|
|
|
40,202
|
|
|
42,842
|
|
|
14,097
|
|
|
15,853
|
|
|
19,620
|
|
||||||
Expected return on plan assets
|
|
(57,438
|
)
|
|
(55,299
|
)
|
|
(52,543
|
)
|
|
(11,322
|
)
|
|
(12,421
|
)
|
|
(19,977
|
)
|
||||||
Amortization of actuarial loss
|
|
38,490
|
|
|
39,514
|
|
|
28,021
|
|
|
5,134
|
|
|
7,222
|
|
|
8,452
|
|
||||||
Effect of settlements
|
|
12,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
44,522
|
|
|
$
|
35,454
|
|
|
$
|
28,080
|
|
|
$
|
7,918
|
|
|
$
|
10,663
|
|
|
$
|
8,103
|
|
|
|
Other Post Retirement Benefits
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
2,149
|
|
|
$
|
2,513
|
|
|
$
|
2,404
|
|
Interest cost
|
|
10,819
|
|
|
10,320
|
|
|
11,305
|
|
|||
Amortization of prior service cost
|
|
(566
|
)
|
|
(566
|
)
|
|
(566
|
)
|
|||
Amortization of actuarial loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
|
$
|
12,402
|
|
|
$
|
12,267
|
|
|
$
|
13,143
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
All plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.10
|
%
|
|
3.70
|
%
|
|
4.53
|
%
|
|
4.20
|
%
|
|
3.80
|
%
|
|
4.60
|
%
|
Expected return on plan assets
|
|
6.16
|
%
|
|
6.12
|
%
|
|
6.91
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Domestic plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.20
|
%
|
|
3.75
|
%
|
|
4.55
|
%
|
|
4.20
|
%
|
|
3.80
|
%
|
|
4.60
|
%
|
Expected return on plan assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Foreign plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.84
|
%
|
|
3.59
|
%
|
|
4.49
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected return on plan assets
|
|
3.99
|
%
|
|
3.84
|
%
|
|
6.66
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
Projected
benefit
obligation
exceeds plan
assets
|
|
Accumulated
benefit
obligation
exceeds plan
assets
|
|
Projected
benefit
obligation
exceeds plan
assets
|
|
Accumulated
benefit
obligation
exceeds plan
assets
|
||||||||
Projected benefit obligation
|
|
$
|
1,463,026
|
|
|
$
|
1,463,026
|
|
|
$
|
1,451,351
|
|
|
$
|
1,451,351
|
|
Accumulated benefit obligation
|
|
1,459,809
|
|
|
1,459,809
|
|
|
1,448,277
|
|
|
1,448,277
|
|
||||
Fair value of plan assets
|
|
1,176,874
|
|
|
1,176,874
|
|
|
1,146,430
|
|
|
1,146,430
|
|
|
|
Percentage Point
|
||||||
|
|
Increase
|
|
Decrease
|
||||
Increase (decrease) in total service and interest cost components
|
|
$
|
47
|
|
|
$
|
(43
|
)
|
Increase (decrease) in the postretirement benefit obligation
|
|
1,201
|
|
|
(1,087
|
)
|
|
|
U.S. Plans
|
|
U.K. Plan
|
||||||||
Asset Category
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Equity securities
|
|
63
|
%
|
|
62
|
%
|
|
18
|
%
|
|
21
|
%
|
Debt securities
|
|
36
|
|
|
38
|
|
|
68
|
|
|
70
|
|
Other investments
|
|
0
|
|
|
0
|
|
|
14
|
|
|
9
|
|
Cash
|
|
1
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Fair Value Hierarchy
|
||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
United States plans
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
8,491
|
|
|
$
|
8,491
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
531,939
|
|
|
184,690
|
|
|
347,249
|
|
|
—
|
|
||||
Fixed income securities
|
|
307,911
|
|
|
138,988
|
|
|
168,923
|
|
|
—
|
|
||||
|
|
$
|
848,341
|
|
|
$
|
332,169
|
|
|
$
|
516,172
|
|
|
$
|
—
|
|
United Kingdom plan
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
60,185
|
|
|
60,185
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
220,974
|
|
|
220,974
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
|
44,596
|
|
|
—
|
|
|
10,800
|
|
|
33,796
|
|
||||
|
|
$
|
326,833
|
|
|
$
|
282,237
|
|
|
$
|
10,800
|
|
|
$
|
33,796
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
United States plans
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
724
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
520,202
|
|
|
174,163
|
|
|
346,039
|
|
|
—
|
|
||||
Fixed income securities
|
|
315,588
|
|
|
133,420
|
|
|
182,168
|
|
|
—
|
|
||||
|
|
$
|
836,514
|
|
|
$
|
308,307
|
|
|
$
|
528,207
|
|
|
$
|
—
|
|
United Kingdom plan
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
917
|
|
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
65,391
|
|
|
65,391
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
214,762
|
|
|
214,762
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
|
27,062
|
|
|
—
|
|
|
—
|
|
|
27,062
|
|
||||
|
|
$
|
308,132
|
|
|
$
|
281,070
|
|
|
$
|
—
|
|
|
$
|
27,062
|
|
|
U.K. Plan
Level 3 Assets
|
||
Balance at December 31, 2014
|
$
|
25,812
|
|
Transfer into level 3
|
—
|
|
|
Disbursements
|
—
|
|
|
Change in fair value
|
2,798
|
|
|
Foreign currency translation effect
|
(1,548
|
)
|
|
Balance at December 31, 2015
|
27,062
|
|
|
Transfer into level 3
|
9,489
|
|
|
Disbursements
|
—
|
|
|
Change in fair value
|
3,545
|
|
|
Foreign currency translation effect
|
(6,300
|
)
|
|
Balance at December 31, 2016
|
$
|
33,796
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
2017
|
|
$
|
80,165
|
|
|
$
|
15,048
|
|
2018
|
|
77,831
|
|
|
15,419
|
|
||
2019
|
|
78,408
|
|
|
15,778
|
|
||
2020
|
|
79,396
|
|
|
16,321
|
|
||
2021
|
|
80,097
|
|
|
16,518
|
|
||
2022 through 2026
|
|
410,651
|
|
|
83,011
|
|
|
|
2016
|
|
2015
|
||||
Product liability
|
|
$
|
118,941
|
|
|
$
|
89,872
|
|
Stock-based liabilities
|
|
20,336
|
|
|
18,057
|
|
||
Other
|
|
17,647
|
|
|
24,665
|
|
||
Other long-term liabilities
|
|
$
|
156,924
|
|
|
$
|
132,594
|
|
|
|
Stock-Based Compensation
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$
|
506
|
|
|
$
|
3,986
|
|
|
$
|
4,218
|
|
Restricted stock units
|
|
5,595
|
|
|
4,879
|
|
|
2,206
|
|
|||
Performance stock units
|
|
7,469
|
|
|
6,054
|
|
|
2,623
|
|
|||
Total stock-based compensation
|
|
$
|
13,570
|
|
|
$
|
14,919
|
|
|
$
|
9,047
|
|
|
|
|
|
2014
|
|
Risk-free interest rate
|
|
|
|
2.0
|
%
|
Dividend yield
|
|
|
|
1.8
|
%
|
Expected volatility of the Company’s common stock
|
|
|
|
0.640
|
|
Expected life in years
|
|
|
|
6.0
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price (per share)
|
|
Aggregate
Intrinsic
Value
(thousands)
|
|||||
Outstanding at December 31, 2015
|
|
668,132
|
|
|
$
|
21.71
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|||
Exercised
|
|
(166,434
|
)
|
|
23.12
|
|
|
|
|||
Expired
|
|
(1,596
|
)
|
|
12.53
|
|
|
|
|||
Canceled
|
|
(4,398
|
)
|
|
24.65
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
495,704
|
|
|
21.24
|
|
|
$
|
8,730
|
|
|
Exercisable at December 31, 2016
|
|
381,477
|
|
|
20.43
|
|
|
7,029
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant-date fair value of options granted (per share)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.26
|
|
Aggregate intrinsic value of options exercised (thousands)
|
|
$
|
2,640
|
|
|
$
|
20,100
|
|
|
$
|
2,711
|
|
Weighted average grant-date fair value of shares vested (thousands)
|
|
2,633
|
|
|
$
|
4,602
|
|
|
$
|
3,905
|
|
|
|
Range of Exercise Prices
|
||||||
|
|
Less than or
equal to $15.63
|
|
Greater than
$15.63
|
||||
Options outstanding
|
|
113,374
|
|
|
382,330
|
|
||
Weighted average exercise price
|
|
$
|
12.86
|
|
|
$
|
23.72
|
|
Remaining contractual life
|
|
5.4
|
|
|
7.1
|
|
||
Options exercisable
|
|
113,374
|
|
|
268,103
|
|
||
Weighted average exercise price
|
|
$
|
12.86
|
|
|
$
|
23.62
|
|
|
|
Number of
Restricted Units
|
|
Weighted Average
Grant-Date Fair
Value (per share)
|
|||
Nonvested at December 31, 2015
|
|
197,388
|
|
|
$
|
33.50
|
|
Granted
|
|
143,169
|
|
|
36.02
|
|
|
Vested
|
|
(99,697
|
)
|
|
32.05
|
|
|
Canceled
|
|
(3,409
|
)
|
|
34.46
|
|
|
Accrued dividend equivalents
|
|
3,123
|
|
|
35.09
|
|
|
Nonvested at December 31, 2016
|
|
240,574
|
|
|
$
|
35.75
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant-date fair value of restricted shares granted (per share)
|
|
$
|
36.02
|
|
|
$
|
36.35
|
|
|
$
|
27.53
|
|
Weighted average grant-date fair value of shares vested (thousands)
|
|
$
|
3,195
|
|
|
$
|
2,629
|
|
|
$
|
1,185
|
|
|
|
Number of
Performance Units
|
|
Weighted
Average Grant-
Date Fair Value
(per share)
|
|||
Nonvested at December 31, 2015
|
|
191,536
|
|
|
$
|
34.18
|
|
Earned
|
|
179,865
|
|
|
36.76
|
|
|
Vested
|
|
(179,093
|
)
|
|
33.97
|
|
|
Canceled
|
|
(30,786
|
)
|
|
36.65
|
|
|
Accrued dividend equivalents
|
|
2,445
|
|
|
34.02
|
|
|
Nonvested at December 31, 2016
|
|
163,967
|
|
|
$
|
36.77
|
|
|
Cumulative
Translation Adjustment |
|
Derivative
Instruments |
|
Post-
retirement Benefits |
|
Total
|
||||
Ending balance, December 31, 2014
|
9,059
|
|
|
4,762
|
|
|
(544,423
|
)
|
|
(530,602
|
)
|
Other comprehensive (loss) income before reclassifications
|
(31,093
|
)
|
|
11,127
|
|
|
23,597
|
|
|
3,631
|
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
6,879
|
|
|
6,879
|
|
Income tax effect
|
—
|
|
|
(4,156
|
)
|
|
(7,213
|
)
|
|
(11,369
|
)
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
(13,446
|
)
|
|
—
|
|
|
(13,446
|
)
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
(566
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
46,736
|
|
|
46,736
|
|
Income tax effect
|
—
|
|
|
5,167
|
|
|
(16,197
|
)
|
|
(11,030
|
)
|
Other comprehensive (loss) income
|
(31,093
|
)
|
|
(1,308
|
)
|
|
53,236
|
|
|
20,835
|
|
Ending balance, December 31, 2015
|
(22,034
|
)
|
|
3,454
|
|
|
(491,187
|
)
|
|
(509,767
|
)
|
Other comprehensive (loss) income before reclassifications
|
(53,381
|
)
|
|
(2,471
|
)
|
|
(39,689
|
)
|
|
(95,541
|
)
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
13,152
|
|
|
13,152
|
|
Income tax effect
|
—
|
|
|
941
|
|
|
10,770
|
|
|
11,711
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
(566
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
43,624
|
|
|
43,624
|
|
Pension settlement charges
|
—
|
|
|
—
|
|
|
12,262
|
|
|
12,262
|
|
Income tax effect
|
—
|
|
|
(57
|
)
|
|
(20,069
|
)
|
|
(20,126
|
)
|
Other comprehensive (loss) income
|
(53,381
|
)
|
|
(1,487
|
)
|
|
19,484
|
|
|
(35,384
|
)
|
Ending balance, December 31, 2016
|
(75,415
|
)
|
|
1,967
|
|
|
(471,703
|
)
|
|
(545,151
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to noncontrolling shareholders’ interests
|
|
$
|
2,913
|
|
|
$
|
3,038
|
|
|
$
|
23,244
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
(4,573
|
)
|
|
(4,227
|
)
|
|
(4,295
|
)
|
|||
Comprehensive (loss) income attributable to noncontrolling shareholders’ interests
|
|
$
|
(1,660
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
18,949
|
|
2017
|
$
|
23,746
|
|
2018
|
19,311
|
|
|
2019
|
15,978
|
|
|
2020
|
13,110
|
|
|
2021
|
7,214
|
|
|
Thereafter
|
7,578
|
|
•
|
North America, composed of the Company’s operations in the United States and Canada;
|
•
|
Latin America, composed of the Company’s operations in Mexico, Central America and South America;
|
•
|
Europe; and
|
•
|
Asia.
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Customer
|
|
Net Sales
|
|
Consolidated
Net Sales
|
|
Net Sales
|
|
Consolidated
Net Sales
|
|
Net Sales
|
|
Consolidated
Net Sales
|
|||||||||
TBC/Treadways
|
|
$
|
414,556
|
|
|
14
|
%
|
|
$
|
485,257
|
|
|
16
|
%
|
|
$
|
440,820
|
|
|
13
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Americas Tire
|
|
|
|
|
|
|
||||||
External customers
|
|
$
|
2,549,743
|
|
|
$
|
2,627,619
|
|
|
$
|
2,524,554
|
|
Intercompany
|
|
50,580
|
|
|
57,135
|
|
|
60,930
|
|
|||
|
|
2,600,323
|
|
|
2,684,754
|
|
|
2,585,484
|
|
|||
International Tire
|
|
|
|
|
|
|
||||||
External customers
|
|
375,126
|
|
|
345,282
|
|
|
900,255
|
|
|||
Intercompany
|
|
88,877
|
|
|
106,597
|
|
|
240,571
|
|
|||
|
|
464,003
|
|
|
451,879
|
|
|
1,140,826
|
|
|||
Eliminations
|
|
(139,457
|
)
|
|
(163,732
|
)
|
|
(301,501
|
)
|
|||
Consolidated net sales
|
|
2,924,869
|
|
|
2,972,901
|
|
|
3,424,809
|
|
|||
Operating profit (loss):
|
|
|
|
|
|
|
||||||
Americas Tire
|
|
439,941
|
|
|
422,929
|
|
|
274,837
|
|
|||
International Tire
|
|
5,998
|
|
|
(19,133
|
)
|
|
74,566
|
|
|||
Unallocated corporate charges
|
|
(60,308
|
)
|
|
(52,342
|
)
|
|
(48,930
|
)
|
|||
Eliminations
|
|
(1,244
|
)
|
|
3,026
|
|
|
(15
|
)
|
|||
Consolidated operating profit
|
|
384,387
|
|
|
354,480
|
|
|
300,458
|
|
|||
Interest expense
|
|
(26,604
|
)
|
|
(23,820
|
)
|
|
(28,138
|
)
|
|||
Interest income
|
|
4,378
|
|
|
2,211
|
|
|
1,500
|
|
|||
Gain on sale of interest in subsidiary
|
|
—
|
|
|
—
|
|
|
77,471
|
|
|||
Other non-operating income (expense)
|
|
4,932
|
|
|
1,157
|
|
|
(2,772
|
)
|
|||
Income before income taxes
|
|
367,093
|
|
|
334,028
|
|
|
348,519
|
|
|||
Depreciation and amortization expense
|
|
|
|
|
|
|
||||||
Americas Tire
|
|
85,842
|
|
|
92,377
|
|
|
82,457
|
|
|||
International Tire
|
|
30,470
|
|
|
28,577
|
|
|
54,400
|
|
|||
Corporate
|
|
13,945
|
|
|
454
|
|
|
2,309
|
|
|||
Consolidated depreciation and amortization expense
|
|
130,257
|
|
|
121,408
|
|
|
139,166
|
|
|||
Segment assets
|
|
|
|
|
|
|
||||||
Americas Tire
|
|
1,438,802
|
|
|
1,386,361
|
|
|
1,284,302
|
|
|||
International Tire
|
|
547,178
|
|
|
414,051
|
|
|
423,059
|
|
|||
Corporate and other
|
|
633,415
|
|
|
635,764
|
|
|
781,576
|
|
|||
Consolidated assets
|
|
2,619,395
|
|
|
2,436,176
|
|
|
2,488,937
|
|
|||
Expenditures for long-lived assets
|
|
|
|
|
|
|
||||||
Americas Tire
|
|
112,975
|
|
|
145,813
|
|
|
95,539
|
|
|||
International Tire
|
|
60,359
|
|
|
33,839
|
|
|
44,741
|
|
|||
Corporate
|
|
2,103
|
|
|
2,892
|
|
|
4,761
|
|
|||
Consolidated expenditures for long-lived assets
|
|
175,437
|
|
|
182,544
|
|
|
145,041
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,423,932
|
|
|
$
|
2,518,089
|
|
|
$
|
2,423,471
|
|
PRC
|
|
166,289
|
|
|
126,674
|
|
|
635,632
|
|
|||
Rest of world
|
|
334,648
|
|
|
328,138
|
|
|
365,706
|
|
|||
Consolidated net sales
|
|
2,924,869
|
|
|
2,972,901
|
|
|
3,424,809
|
|
|||
Long-lived assets
|
|
|
|
|
|
|
||||||
United States
|
|
547,599
|
|
|
537,173
|
|
|
474,357
|
|
|||
PRC
|
|
157,858
|
|
|
105,237
|
|
|
113,335
|
|
|||
Rest of world
|
|
158,770
|
|
|
152,788
|
|
|
152,511
|
|
|||
Consolidated long-lived assets
|
|
864,227
|
|
|
795,198
|
|
|
740,203
|
|
|
/s/ Ernst & Young LLP
|
Ernst & Young LLP
|
|
Toledo, Ohio
|
February 17, 2017
|
SELECTED QUARTERLY DATA
|
|
(Unaudited)
|
(Dollar amounts in thousands except per share amounts.)
|
|
|
|
|
2016
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
|
$
|
649,775
|
|
|
$
|
740,294
|
|
|
$
|
750,913
|
|
|
$
|
783,887
|
|
Gross profit
|
|
150,429
|
|
|
179,669
|
|
|
152,952
|
|
|
169,300
|
|
||||
Net income attributable to Cooper Tire & Rubber Company
|
|
59,005
|
|
|
70,749
|
|
|
49,303
|
|
|
69,324
|
|
||||
Basic earnings per share attributable to Cooper Tire & Rubber Company common stockholders (a)
|
|
1.06
|
|
|
1.29
|
|
|
0.91
|
|
|
1.30
|
|
||||
Diluted earnings per share attributable to Cooper Tire & Rubber Company common stockholders (a)
|
|
1.05
|
|
|
1.27
|
|
|
0.90
|
|
|
1.28
|
|
||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
|
$
|
579,338
|
|
|
$
|
654,721
|
|
|
$
|
672,641
|
|
|
$
|
693,624
|
|
International Tire
|
|
103,226
|
|
|
123,678
|
|
|
112,789
|
|
|
124,310
|
|
||||
Eliminations
|
|
(32,789
|
)
|
|
(38,105
|
)
|
|
(34,517
|
)
|
|
(34,047
|
)
|
||||
Consolidated net sales
|
|
$
|
649,775
|
|
|
$
|
740,294
|
|
|
$
|
750,913
|
|
|
$
|
783,887
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
|
$
|
106,052
|
|
|
$
|
116,093
|
|
|
$
|
101,522
|
|
|
$
|
116,273
|
|
International Tire
|
|
(1,772
|
)
|
|
3,152
|
|
|
3,265
|
|
|
1,353
|
|
||||
Unallocated corporate charges
|
|
(13,019
|
)
|
|
(8,730
|
)
|
|
(26,442
|
)
|
|
(12,118
|
)
|
||||
Eliminations
|
|
(157
|
)
|
|
(599
|
)
|
|
(117
|
)
|
|
(370
|
)
|
||||
Consolidated operating profit
|
|
91,104
|
|
|
109,916
|
|
|
78,228
|
|
|
105,138
|
|
||||
Interest expense
|
|
(6,636
|
)
|
|
(6,286
|
)
|
|
(6,795
|
)
|
|
(6,887
|
)
|
||||
Interest income
|
|
940
|
|
|
948
|
|
|
1,018
|
|
|
1,471
|
|
||||
Other non-operating income (expense)
|
|
1,462
|
|
|
1,427
|
|
|
1,785
|
|
|
260
|
|
||||
Income before income taxes
|
|
$
|
86,870
|
|
|
$
|
106,005
|
|
|
$
|
74,236
|
|
|
$
|
99,982
|
|
Net income
|
|
$
|
58,772
|
|
|
$
|
71,351
|
|
|
$
|
50,479
|
|
|
$
|
70,692
|
|
Net income attributable to Cooper Tire & Rubber Company
|
|
$
|
59,005
|
|
|
$
|
70,749
|
|
|
$
|
49,303
|
|
|
$
|
69,324
|
|
(a)
|
Basic and diluted earnings per share are computed independently for each quarter presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
|
|
|
2015
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
|
$
|
663,206
|
|
|
$
|
751,781
|
|
|
$
|
782,368
|
|
|
$
|
775,546
|
|
Gross profit
|
|
131,954
|
|
|
159,692
|
|
|
153,954
|
|
|
171,850
|
|
||||
Net income attributable to Cooper Tire & Rubber Company
|
|
40,762
|
|
|
59,582
|
|
|
53,176
|
|
|
59,246
|
|
||||
Basic earnings per share attributable to Cooper Tire & Rubber Company common stockholders (a)
|
|
0.70
|
|
|
1.04
|
|
|
0.94
|
|
|
1.06
|
|
||||
Diluted earnings per share attributable to Cooper Tire & Rubber Company common stockholders (a)
|
|
0.69
|
|
|
1.03
|
|
|
0.93
|
|
|
1.04
|
|
||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
|
$
|
598,518
|
|
|
$
|
673,016
|
|
|
$
|
702,460
|
|
|
$
|
710,760
|
|
International Tire
|
|
107,098
|
|
|
124,851
|
|
|
118,903
|
|
|
101,027
|
|
||||
Eliminations
|
|
(42,410
|
)
|
|
(46,086
|
)
|
|
(38,995
|
)
|
|
(36,241
|
)
|
||||
Consolidated net sales
|
|
$
|
663,206
|
|
|
$
|
751,781
|
|
|
$
|
782,368
|
|
|
$
|
775,546
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
|
$
|
89,999
|
|
|
$
|
108,566
|
|
|
$
|
102,475
|
|
|
$
|
121,889
|
|
International Tire
|
|
(2,792
|
)
|
|
(3,633
|
)
|
|
(5,329
|
)
|
|
(7,379
|
)
|
||||
Unallocated corporate charges
|
|
(18,886
|
)
|
|
(5,782
|
)
|
|
(15,416
|
)
|
|
(12,258
|
)
|
||||
Eliminations
|
|
2,033
|
|
|
277
|
|
|
437
|
|
|
279
|
|
||||
Consolidated operating profit
|
|
70,354
|
|
|
99,428
|
|
|
82,167
|
|
|
102,531
|
|
||||
Interest expense
|
|
(6,356
|
)
|
|
(6,240
|
)
|
|
(5,889
|
)
|
|
(5,335
|
)
|
||||
Interest income
|
|
562
|
|
|
514
|
|
|
533
|
|
|
602
|
|
||||
Other non-operating income (expense)
|
|
79
|
|
|
1,592
|
|
|
1,362
|
|
|
(1,876
|
)
|
||||
Income before income taxes
|
|
$
|
64,639
|
|
|
$
|
95,294
|
|
|
$
|
78,173
|
|
|
$
|
95,922
|
|
Net income
|
|
$
|
42,163
|
|
|
$
|
60,476
|
|
|
$
|
53,649
|
|
|
$
|
59,516
|
|
Net income attributable to Cooper Tire & Rubber Company
|
|
$
|
40,762
|
|
|
$
|
59,582
|
|
|
$
|
53,176
|
|
|
$
|
59,246
|
|
(a)
|
Basic and diluted earnings per share are computed independently for each quarter presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
|
(Dollar amounts in thousands)
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
|
|
Balance at
Beginning of
Year
|
|
Charged to
Income
|
|
Acquisition of business
|
|
Deductions
|
|
|
|
Balance at End
of Year
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
7,533
|
|
|
$
|
1,693
|
|
|
$
|
3
|
|
|
$
|
1,939
|
|
|
(a)
|
|
$
|
7,290
|
|
Tax valuation allowance
|
|
$
|
15,103
|
|
|
$
|
291
|
|
|
$
|
7,484
|
|
|
$
|
2,650
|
|
|
(b)
|
|
$
|
20,228
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
8,792
|
|
|
$
|
1,178
|
|
|
$
|
—
|
|
|
$
|
2,437
|
|
|
(a)
|
|
$
|
7,533
|
|
Tax valuation allowance
|
|
$
|
33,303
|
|
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
18,880
|
|
|
(b)
|
|
$
|
15,103
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
16,996
|
|
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
9,431
|
|
|
(a)
|
|
$
|
8,792
|
|
Tax valuation allowance
|
|
$
|
32,370
|
|
|
$
|
3,635
|
|
|
$
|
—
|
|
|
$
|
2,702
|
|
|
(b)
|
|
$
|
33,303
|
|
(a)
|
Accounts written off during the year, net of recoveries of accounts previously written off and in 2014, the elimination of the CCT allowance for doubtful accounts.
|
(b)
|
Net decrease in tax valuation allowance is primarily a result of net changes in cumulative book/tax timing differences and changes in judgment about the realizability of deferred tax assets.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
|
/s/ Ernst & Young LLP
|
Ernst & Young LLP
|
|
Toledo, Ohio
|
February 17, 2017
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by stockholders
|
|
495,704
|
|
|
$
|
21.24
|
|
|
2,303,428
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
495,704
|
|
|
$
|
21.24
|
|
|
2,303,428
|
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
Page
reference
|
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Balance Sheets at December 31, 2016 and 2015
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Selected Quarterly Data (Unaudited)
|
|
|
|
|
|
2. Financial Statement Schedule
|
|
|
|
|
|
Valuation and qualifying accounts – Allowance for doubtful accounts and tax valuation allowance
|
|
75
|
|
COOPER TIRE & RUBBER COMPANY
|
|
/s/ Bradley E. Hughes
|
BRADLEY E. HUGHES, President,
|
Chief Executive Officer and Director
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to a Power of Attorney executed on behalf of the above-indicated directors of the registrant and filed herewith as Exhibit 24 on behalf of the registrant.
|
*By:
|
|
/s/ Stephen Zamansky
|
|
|||
|
|
STEPHEN ZAMANSKY, Attorney-in-fact
|
(3)
|
(i)
|
Restated Certificate of Incorporation, as amended and filed with the Secretary of State of Delaware on May 4, 2010, is incorporated herein by reference from Exhibit 3(i) of the Company’s Form 10-Q for the quarter ended March 31, 2010
|
|
(ii)
|
Bylaws, as amended as of May 4, 2010, are incorporated herein by reference from Exhibit 3(ii) to the Company’s Form 10-Q for the quarter ended March 31, 2010
|
(4)
|
(i)
|
Prospectus Supplement dated March 21, 1997 for the issuance of $200,000,000 notes is incorporated herein by reference from Form S-3 – Registration Statement No. 33-44159
|
|
(ii)
|
Prospectus Supplement dated December 10, 1999 for the issuance of an aggregate $800,000,000 notes is incorporated herein by reference from Form S-3 – Registration Statement No. 333-89149
|
(10)
|
(i)
|
Employment Agreement Amended and Restated dated as of December 22, 2008 between Cooper Tire & Rubber Company and Roy V. Armes is incorporated herein by reference from Exhibit (10)(ii) of the Company’s 10-K for the year ended December 31, 2008*
|
|
(ii)
|
Credit Agreement, dated as of May 27, 2015, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent is incorporated by reference from Exhibit 10.1 of the Company’s Form 8-K dated June 1, 2015
|
|
(iii)
|
Amended and Restated Receivables Purchase Agreement, dated as of September 14, 2007, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National Association and Market Street Funding LLC is incorporated herein by reference from Exhibit 10.2 of the Company’s Form 8-K dated September 20, 2007
|
|
(iv)
|
First Amendment to Purchase and Sale Agreement, dated as of September 14, 2007, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, PNC Bank, National Association, and Market Street Funding LLC is incorporated herein by reference from Exhibit 10.1 of the Company’s Form 8-K dated September 20, 2007
|
|
(v)
|
Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 5, 2010, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, Market Street Funding LLC and PNC Bank, National Association is incorporated herein by reference from Exhibit 10.1 of the Company’s Form 8-K dated August 9, 2010
|
|
(vi)
|
Third Amendment to Amended and Restated Receivables Purchase Agreement, dated June 2, 2011, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, Market Street Funding LLC and PNC Bank, National Association is incorporated herein by reference from Exhibit 10.1 of the Company’s Form 8-K dated June 8, 2011
|
|
(vii)
|
Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 27, 2011, by and among Cooper Tire & Rubber Company, Cooper Receivables LLC, Market Street Funding LLC and PNC Bank, National Association is incorporated herein by reference from Exhibit 10.2 of the Company’s Form 8-K dated August 2, 2011
|
|
(viii)
|
Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 10, 2012, by and among Cooper Tire & Rubber Company, Cooper Receivables LLC, Market Street Funding LLC and PNC Bank, National Association is incorporated herein by reference from Exhibit 10.1 of the Company Form 8-K dated August 13, 2012
|
|
(ix)
|
Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of March 12, 2013, among the Company, Cooper Receivables LLC, Market Street Funding LLC and PNC Bank, National Association
|
|
(x)
|
Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 24, 2013, among the Company, Cooper Receivables LLC, Market Street Funding LLC and PNC Bank, National Association
|
|
(xi)
|
Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2015, among the Company, Cooper Receivables LLC and PNC Bank, National Association, is incorporated by reference from Exhibit 10.2 of the Company’s Form 8-K dated June 1, 2015
|
|
(xii)
|
Amended and Restated Loan and Security Agreement, dated as of July 27, 2011, by and among Cooper Tire & Rubber Company, Max-Trac Tire Co., Inc., certain financial institutions named therein (as Lenders), Bank of America, N.A. (as Administrative Agent and Collateral Agent), PNC Bank, National Association (as Syndication Agent), Banc of America Securities LLC and PNC Capital Markets LLC (as Joint Book Managers and Joint Lead Arrangers) and JPMorgan Chase Bank, N.A. (as Documentation Agent) is incorporated herein by reference from Exhibit 10.1 of the Company’s Form 8-K dated August 2, 2011
|
|
(xiii)
|
Pledge Agreement, dated as of November 9, 2007, by and among Cooper Tire & Rubber Company and Bank of America, N.A. is incorporated herein by reference from Exhibit 10.2 of the Company’s Form 8-K dated November 16, 2007
|
|
(xiv)
|
Intercreditor Agreement, dated as of November 9, 2007, by and among Cooper Tire & Rubber Company; Cooper Receivables LLC; PNC Bank, National Association (as Administrator); and Bank of America, N.A. (as Administrative Agent and Collateral Agent) is incorporated herein by reference from Exhibit 10.3 of the Company’s Form 8-K dated November 16, 2007
|
|
(xv)
|
1998 Non-Employee Directors Compensation Deferral Plan Amended and Restated as of January 1, 2011 is incorporated herein by reference from Exhibit (10)(xix) of the Company’s Form 10-K for the year ended December 31, 2011*
|
|
(xvi)
|
2001 Incentive Compensation Plan is incorporated herein by reference from the Appendix A to the Company’s Proxy Statement dated March 20, 2001*
|
|
(xvii)
|
2010 Incentive Compensation Plan is incorporated herein by reference from the Appendix B to the Company’s Proxy Statement dated March 24, 2010*
|
|
(xviii)
|
2002 Non-Employee Directors Stock Option Plan is incorporated herein by reference from Appendix A to the Company’s Proxy Statement dated March 22, 2002*
|
|
(xix)
|
2006 Incentive Compensation Plan is incorporated herein by reference from Appendix A to the Company’s Proxy Statement dated March 21, 2006*
|
|
(xx)
|
Change in Control Severance Pay Plan (Amended and Restated as of August 4, 2010) is incorporated by reference from Exhibit 10.1 of the Company’s Form 8-K dated August 6, 2010*
|
|
(xxi)
|
Written Description of Changes to Independent Director Compensation and Stock Ownership Guidelines (as approved by the Board of Directors on May 9, 2014) is incorporated herein by reference from Exhibit (10)(xviii) of the Company’s Form 10-K for the year ended December 31, 2014
|
|
(xxii)
|
Form of Confidentiality and Non-Compete Agreement for the Cooper Tire & Rubber Company Change in Control Severance Pay Plan is incorporated herein by reference from Exhibit (10)(iv) of the Company’s Form 10-Q for the quarter ended September 30, 2011*
|
|
(xxiii)
|
Form of Indemnification Agreement for Directors and Officers is incorporated herein by reference from Exhibit 10.1 of the Company’s Form 8-K dated December 20, 2006
|
|
(xxiv)
|
Nonqualified Key Employee Deferred Compensation Plan effective as of June 1, 1999 is incorporated herein by reference from Exhibit (10)(xxx) of the Company’s Form 10-K for the year ended December 31, 2011*
|
|
(xxv)
|
Form of Participation Agreement for the Nonqualified Key Employee Deferred Compensation Plan effective as of June 1, 1999 is incorporated herein by reference from Exhibit (10)(xxxi) of the Company’s Form 10-K for the year ended December 31, 2011*
|
|
(xxvi)
|
Form of Participation Agreement for Performance Stock Unit and Cash Unit Awards Under the 2010 Incentive Compensation Plan is incorporated herein by reference from Exhibit (10.1) of the Company’s Form 10-Q for the quarter ended March 31, 2013*
|
|
(xxvii)
|
Form of Participation Agreement for Nonqualified Stock Option Awards Under the 2010 Incentive Compensation Plan is incorporated herein by reference from Exhibit (10.2) of the Company’s Form 10-Q for the quarter ended March 31, 2013*
|
|
(xxviii)
|
Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2013 is incorporated herein by reference from Exhibit (10.1) of the Company’s Form 10-Q for the quarter ended June 30, 2013*
|
|
(xxix)
|
Form of Participation Agreement for Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2013 is incorporated herein by reference from Exhibit (10)(xxvii) of the Company’s Form 10-K for the year ended December 31, 2013*
|
|
(xxx)
|
Nonqualified Supplementary Benefit Plan, Amended and Restated as of January 1, 2013 is incorporated herein by reference from Exhibit (10.2) of the Company’s Form 10-Q for the quarter ended June 30, 2013*
|
|
(xxi)
|
Form of Participation Agreement for Performance Stock Unit and Cash Unit Awards Under the 2010 Incentive Compensation Plan is incorporated herein by reference from Exhibit (10.1) of the Company’s Form 10-Q for the quarter ended March 31, 2014*
|
|
(xxii)
|
Form of Participation Agreement for Nonqualified Stock Option Awards Under the 2010 Incentive Compensation Plan is incorporated herein by reference from Exhibit (10.2) of the Company’s Form 10-Q for the quarter ended March 31, 2014*
|
*
|
Indicates management contracts or compensatory plans or arrangements.
|
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