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10-K - FORM 10-K - COOPER TIRE & RUBBER CO | l38890e10vk.htm |
EX-31.1 - EX-31.1 - COOPER TIRE & RUBBER CO | l38890exv31w1.htm |
EX-32 - EX-32 - COOPER TIRE & RUBBER CO | l38890exv32.htm |
EX-24 - EX-24 - COOPER TIRE & RUBBER CO | l38890exv24.htm |
EX-23 - EX-23 - COOPER TIRE & RUBBER CO | l38890exv23.htm |
EX-21 - EX-21 - COOPER TIRE & RUBBER CO | l38890exv21.htm |
EX-31.2 - EX-31.2 - COOPER TIRE & RUBBER CO | l38890exv31w2.htm |
Exhibit (13)
2009 Annual Report
To our Shareholders:
2009 was a year full of both challenges and successes. It was also a year with two distinctly
different halves. In spite of the sluggish economy, we continued throughout the year to make
consistent and positive progress toward our three strategic imperatives of:
| Building a sustainable cost-competitive position; | ||
| Driving top-line profitable growth; and | ||
| Building bold organizational capabilities. |
As we ushered in 2009, we had a strong focus on the first of our strategic imperatives. In North
America, we successfully moved product from Albany, Georgia, to our remaining plants, making the
transition virtually invisible to our customers while at the same time improving efficiency and
reducing waste. The International operations were aggressively attacking costs, while continuously
improving quality. From a supply standpoint, we were faced with continually adjusting our
production to weakening levels of demand across the industry. Raw material costs declined in the
first half of 2009 from a peak in 2008, but rapidly escalated again in the second half. Across the
organization, we did an excellent job of managing our costs against difficult headwinds. These
challenges did not detract from our unwavering focus on safety and quality. We are particularly
proud of reducing lost time accidents and injury frequency rates across all areas in the business.
Although results werent readily apparent in the early part of the year, we also had substantial
resources and energy directed at top-line growth initiatives. This effort delivered results later
in the year with the successful implementation of channel strategies at the national, regional,
wholesale and independent retail levels. We developed and introduced successful new products,
including an entry level tire and greater fuel efficiency tire to meet market demands for both
product segments, driven by the economic downturn. In Asia and Europe, we also launched products
that have been extremely popular in those respective markets. In the second half of the year we
began to see the results of these efforts and our performance compared to the market improved
noticeably.
From an organizational capability perspective we concentrated on talent development and beginning
to prepare for an ERP implementation. Investing in our people and organization will continue to be
important so we are in position to take advantage of the opportunities encountered as we expand
globally.
We also maintained and strengthened our balance sheet to ensure we could deal with challenges
presented by changes in the economy while still having the flexibility necessary to invest in those
options that would benefit shareholders.
Cooper has a long and proud history of being a responsible corporate citizen and our employees are
extremely active in their communities through a variety of programs and charities. This belief in
sustainability is an intrinsic part of The Cooper Way. In 2009 this was demonstrated both
through the actions of our individual employees and the recognition of various awards including our
newly built Franklin, Indiana, warehouse facility earning the reputation as a Green landmark as
the recipient of a gold Leadership in Energy and Environmental Design award. In November our
Texarkana facility was one of 93 sites nationwide to merit the prestigious Energy Saver award from
the Department of Energy. These efforts at sustainability ultimately result in increased
shareholder value.
We have built a strong business foundation with the changes implemented in recent years, and are
excited about the opportunities our future holds. We believe we are moving in the right direction
and have full confidence in our ability to successfully identify and meet the opportunities the
market presents, while also effectively optimizing our manufacturing capacity and capabilities.
For 2010 we expect the return to a more normal level of demand for the replacement tire industry
that began in the second half of 2009 will continue to develop. Demand and growth rates will vary
by region as developing markets, including China, present more robust opportunities for
improvement. We expect mature tire markets to have growth approximating normal historical rates of
2 to 3 percent. While consumer confidence remains restrained, it is unlikely that there will be a
surge due to any existing pent up demand. Raw materials during 2010 will be higher than 2009.
Several factors should be noticeable as we continue to transform Cooper in 2010. They include:
| Improved utilization rates as we optimize our manufacturing footprint; | ||
| New product launches and initiatives that will help strengthen our core business and build momentum for our top-line growth; | ||
| Enhanced improvements in our global cost structure through the implementation of LEAN-Six Sigma and automation; | ||
| Investment in our organization and people to further enable them; | ||
| Preparation for the implementation of an ERP system that will allow us to be a more nimble and effective company; and | ||
| Continued focus on managing our resources to maximize shareholder returns. |
The tire industry and the global environment continue to be fluid. Successful implementation of
the three imperatives detailed in our Strategic Plan and improvement in market or industry
conditions can drive improved operating results for us. We recognize these results may also be
subjected to uncontrollable factors that impact the replacement tire industry. Our focus remains
on prudent management of our critical resources to drive shareholder value. With recent trends in
mind, we remain cautiously optimistic that the successes we achieve, combined with improved global
industry conditions, can result in an even stronger Company with a more consistent level of
profitability.
The Board of Directors, management, employees and I are committed to delivering improvements for
all stakeholders of the Company.
We thank you for your support and confidence.
Roy Armes
Chairman of the Board,
President and Chief Executive Officer
Chairman of the Board,
President and Chief Executive Officer
1
Shareholder Information
Executive Offices
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, OH 45840
419-423-1321
701 Lima Avenue
Findlay, OH 45840
419-423-1321
For Information
Tire products
|
800-854-6288 | |
Investor Relations
|
419-427-4768 | |
Web site
|
www.coopertire.com |
Annual Meeting
The 2010 Annual Meeting of
Stockholders of Cooper Tire & Rubber
Company will be held at The Westin
Hotel, Lindbergh Ballroom, Detroit
Metropolitan Airport, 2501 World
Gateway Place, Detroit, Michigan
48242, on Tuesday, May 4, 2010 at
10:00 a.m. Eastern Daylight Time. All
stockholders are cordially invited to
attend. Proxy material is sent to
stockholders together with this
report.
Transfer Agent & Registrar
Computershare Investor Services LLC
250 Royall Street, Mail Stop 1A
Canton, MA 02021
250 Royall Street, Mail Stop 1A
Canton, MA 02021
888-294-8217 (toll free)
24 hours automated or Mon. Fri.
8:30 a.m. to 5:30 p.m. (central time)
www.computershare.com
web.queries@computershare.com
24 hours automated or Mon. Fri.
8:30 a.m. to 5:30 p.m. (central time)
www.computershare.com
web.queries@computershare.com
Stockholders requiring a change of
name, address or ownership of stock as
well as information about stockholder
records, lost or stolen certificates,
dividend checks, dividend direct
deposit and dividend reinvestment
should contact our transfer agent by
mail, by telephone or through its web
site.
Filing Certifications
The Company has filed the
certification required by Section 302
of the Sarbanes-Oxley Act of 2002 as
an exhibit to its Form 10-K for the
fiscal year ending December 31, 2009,
filed with the Securities and Exchange
Commission. On May 6, 2009, the
Company filed with the New York Stock
Exchange its Annual CEO Certification.
Direct Investment Plan
Computershare Investor Services
serves as Administrator for a direct
investment plan for the purchase, sale
and/or dividend reinvestment of Cooper
Tire & Rubber Company common stock.
For information, call Computershare
Investor Services at 888-294-8217.
Board of Directors
Roy V. Armes
Chairman of the Board,
President and Chief Executive Officer,
Cooper Tire & Rubber Company
Chairman of the Board,
President and Chief Executive Officer,
Cooper Tire & Rubber Company
Laurie J. Breininger 1, 2
Former
President, Americas Bath and Kitchen,
American Standard Companies Inc.
American Standard Companies Inc.
Thomas P. Capo 2
Chairman of the Board,
Dollar Thrifty Automotive Group, Inc.
Dollar Thrifty Automotive Group, Inc.
Steven M. Chapman1, 2
Group VP, Emerging Markets & Businesses,
Cummins, Inc.
Cummins, Inc.
John J. Holland 1, 3
President,
Greentree Advisors LLC
Greentree Advisors LLC
John F. Meier 1, 3, 4
Chairman of the Board and
Chief Executive Officer,
Libbey Inc.
Chairman of the Board and
Chief Executive Officer,
Libbey Inc.
John H. Shuey 1, 2
Former Chairman of the Board,
President and Chief Executive Officer,
Amcast Industrial Corporation
President and Chief Executive Officer,
Amcast Industrial Corporation
Richard L. Wambold 3
Chairman of the Board and
Chief Executive Officer,
Pactiv Corporation
Chief Executive Officer,
Pactiv Corporation
Robert D. Welding 3
Non-Executive Chairman,
Public Safety Equipment (Intl) Limited
Public Safety Equipment (Intl) Limited
1 | Member of the Nominating and Governance Committee | |
2 | Member of the Audit Committee | |
3 | Member of the Compensation Committee | |
4 | Lead Director |
Executive Officers
Roy V. Armes
Chairman of the Board,
President and Chief Executive Officer,
Cooper Tire & Rubber Company
Chairman of the Board,
President and Chief Executive Officer,
Cooper Tire & Rubber Company
Brenda S. Harmon
Vice President and Chief Human Resources Officer
Vice President and Chief Human Resources Officer
Bradley E. Hughes
Vice President and Chief Financial Officer
Vice President and Chief Financial Officer
James E. Kline
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Harold C. Miller
Vice President
Vice President
Appointed Corporate Officers
Donald P. Ingols
Vice President
Vice President
Jack J. McCracken
Assistant Secretary
Assistant Secretary
Gregory E. Meyers
Assistant General Counsel
Assistant General Counsel
Carl R. Montalbine
Vice President
Vice President
Charles F. Nagy
Assistant Treasurer
Assistant Treasurer
Linda L. Rennels
Vice President
Vice President
Stephen O. Schroeder
Vice President and Treasurer
Vice President and Treasurer
2