Cooper Tire & Rubber (CTB) CORRESP Correspondence with SEC

ROBERT W. HUBER	419.424.4169
DIRECTOR OF EXTERNAL REPORTING

August 4, 2010

United States Securities and Exchange Commission
100F Street, NE
Washington, DC 20549-4631

Attention: Dale Welcome

Re: Information request of August 3, 2010

Mr. Welcome:

Cooper Tire & Rubber Company is providing the information you requested on August 3, 2010 in the attached filing.

Sincerely,

/s/ Robert W. Huber

Robert W. Huber
Director of External Reporting

Attachment

CONSOLIDATED STATEMENTS OF EQUITY — RESTATED
(Dollar amounts in thousands except per share amounts)

	Total Equity
																				Noncontrolling
	Redeemable										Cumulative						Total			Shareholders’
	Noncontrolling			Common		Capital In					Other			Common			Parent			Interests in
	Shareholders’			Stock		Excess of		Retained			Comprehensive			Shares in			Stockholders’			Consolidated
	Interests			$1 Par Value		Par Value		Earnings			Income (Loss)			Treasury			Equity			Subsidiaries
Balance at January 1, 2007	$	44,956		$	86,323	$	38,144	$	1,256,971		$	(284,509	)	$	(458,995	)	$	637,934		$	28,310
Net income		8,358							119,570									119,570			402
Other comprehensive income:
Unrecognized postretirement benefits, net of $6,629 tax effect												68,462						68,462
Currency translation adjustment		3,372										8,067						8,067			2,408
Change in the fair value of derivatives and unrealized gain on marketable securities, net of $1,835 tax effect												(5,434	)					(5,434	)
Comprehensive income		11,730																190,665			2,810
Transactions between Cooper Tire & Rubber Company and noncontrolling shareholders																					10,588
Purchase of 2,991,900 treasury shares															(45,882	)		(45,882	)
Stock compensation plans, including tax benefit of $2,915							2,532		(13	)					25,319			27,838
Cash dividends — $.42 per share									(26,001	)								(26,001	)
Balance at December 31, 2007		56,686			86,323		40,676		1,350,527			(213,414	)		(479,558	)		784,554			41,708
Net (loss)		(7,584	)						(219,380	)								(219,380	)		(473	)
Other comprehensive income (loss):
Unrecognized postretirement benefits, net of $1,306 tax effect												(234,455	)					(234,455	)
Currency translation adjustment		3,679										(23,961	)					(23,961	)		2,932
Change in the fair value of derivatives and unrealized gain on marketable securities, net of $103 tax effect												7,403						7,403
Comprehensive income (loss)		(3,905	)															(470,393	)		2,459
Transactions between Cooper Tire & Rubber Company and noncontrolling shareholders																					4,250
Accretion of redeemable noncontrolling shareholders’ interests		9,939							(9,939	)								(9,939	)
Purchase of 803,300 treasury shares															(13,853	)		(13,853	)
Stock compensation plans, including tax benefit of $26							3,088		(30	)					1,175			4,233
Cash dividends — $.42 per share									(24,773	)								(24,773	)
Balance at December 31, 2008		62,720			86,323		43,764		1,096,405			(464,427	)		(492,236	)		269,829			48,417
Net income		30,539							51,767									51,767			1,333
Other comprehensive income (loss):
Unrecognized postretirement benefits, net of $17,337 tax effect												(4,801	)					(4,801	)
Currency translation adjustment		208										3,774						3,774			(34	)
Change in the fair value of derivatives and unrealized gain on marketable securities, net of $2,397 tax effect												(4,818	)					(4,818	)
Comprehensive income		30,747																45,922			1,299
Accretion of redeemable noncontrolling shareholders’ interests		(9,939	)						9,939									9,939
Issuance of 1,527,778 shares of stock					1,527		20,473											22,000
Stock compensation plans, including tax benefit of $1,944							6,408		(52	)					1,688			8,044
Cash dividends — $ .42 per share									(24,926	)								(24,926	)
Balance at December 31, 2009	$	83,528		$	87,850	$	70,645	$	1,133,133		$	(470,272	)	$	(490,548	)	$	330,808		$	49,716

See Notes to Consolidated Financial Statements, pages 39 to 69.

[August 4, 2010 SEC Correspondence] Page 2

Note 1A — Restatement

This amendment to the Company’s Annual Report on Form 10-K filed on March 2, 2010 (“Form 10-K”) was filed to reflect restatements of the Company’s Consolidated Balance Sheets at December 31, 2008 and December 31, 2009, and its Consolidated Statements of Operations and Equity for the fiscal years ended December 31, 2007, 2008 and 2009, and the related notes thereto, as a result of a review of the Company’s accounting for its noncontrolling shareholders’ interests.

The restatement relates, in part, to the Company’s classification of the noncontrolling shareholders’ interests in Cooper Chengshan. Historically, the Company classified the Cooper Chengshan noncontrolling shareholders’ interests as permanent equity. After consideration of the applicable financial accounting guidance and evaluation of the related agreements, classification of the noncontrolling interest as redeemable noncontrolling shareholders’ interest within mezzanine equity was deemed appropriate. Further, the restatement reflects the reclassification of a portion of the currency translation adjustment recorded in the Company’s comprehensive income (loss) which should have been allocated to comprehensive income attributable to noncontrolling shareholders’ interests in consolidated subsidiaries.

The tables below present the impact of the restatement on the Company’s net income (loss) available to common stockholders, earnings (loss) per share, selected components of the Consolidated Balance Sheets and Consolidated Statements of Equity and the Company’s Other comprehensive income (loss):

(Number of shares and dollar amounts in thousands except per share amounts)

	2007						2008						2009
	As Originally						As Originally						As Originally
	Reported			Restated			Reported			Restated			Reported			Restated
Numerator
Income (loss) from continuing operations attributable to Cooper Tire & Rubber Company	$	91,435		$	91,435		$	(219,444	)	$	(219,444	)	$	83,420		$	83,420
Accretion of redeemable noncontrolling shareholders’ interest		—			—			—			(9,939	)		—			9,939
Numerator for basic and diluted earnings (loss) per share — income (loss) from continuing operations available to common stockholders	$	91,435		$	91,435		$	(219,444	)	$	(229,383	)	$	83,420		$	93,359
Denominator
Denominator for basic earnings (loss) per share — weighted average shares outstanding		61,938			61,938			59,048			59,048			59,439			59,439
Effect of dilutive securities — stock options and other stock units		774			774			—			—			1,242			1,242
Denominator for diluted earnings per share — adjusted weighted average share outstanding		62,712			62,712			59,048			59,048			60,681			60,681
Basic earnings (loss) per share:
Income (loss) from continuing operations available to Cooper Tire & Rubber Company common stockholders	$	1.48		$	1.48		$	(3.72	)	$	(3.88	)	$	1.40		$	1.57
Income (loss) from discontinued operations, net of income taxes		0.03			0.03			—			—			(0.53	)		(0.53	)
Gain on sale of discontinued operations		0.43			0.43			—			—			—			—
Net income (loss) available to Cooper Tire & Rubber Company common stockholders	$	1.93	*	$	1.93	*	$	(3.72	)	$	(3.88	)	$	0.87		$	1.04
Diluted earnings (loss) per share:
Income (loss) from continuing operations available to Cooper Tire & Rubber Company common stockholders	$	1.46		$	1.46		$	(3.72	)	$	(3.88	)	$	1.37		$	1.54
Income (loss) from discontinued operations, net of income taxes		0.03			0.03			—			—			(0.52	)		(0.52	)
Gain on sale of discontinued operations		0.42			0.42			—			—			—			—
Net income (loss) available to Cooper Tire & Rubber Company common stockholders	$	1.91		$	1.91		$	(3.72	)	$	(3.88	)	$	0.85		$	1.02

*    Amounts do not add due to rounding

[August 4, 2010 SEC Correspondence] Page 3

	As of January 1, 2007						As of December 31, 2007						As of December 31, 2008						As of December 31, 2009
	As Originally						As Originally						As Originally						As Originally
	Reported			Restated			Reported			Restated			Reported			Restated			Reported			Restated
Redeemable noncontrolling shareholders’ interest	$	—		$	44,956		$	—		$	56,686		$	—		$	62,720		$	—		$	83,528
Retained Earnings		1,256,971			1,256,971			1,350,527			1,350,527			1,106,344			1,096,405			1,133,133			1,133,133
Cumulative other comprehensive loss		(282,552	)		(284,509	)		(205,677	)		(213,414	)		(450,079	)		(464,427	)		(455,750	)		(470,272	)
Total parent stockholders’ equity		639,891			637,934			792,291			784,554			294,116			269,829			345,330			330,808
Noncontrolling shareholders’ interests in consolidated subsidiaries		71,309			28,310			90,657			41,708			86,850			48,417			118,722			49,716
Total stockholders’ equity		711,200			666,244			882,948			826,262			380,966			318,246			464,052			380,524

	2007						2008						2009
	As Originally						As Originally						As Originally
	Reported			Restated			Reported			Restated			Reported			Restated
Net income (loss) attributable to Cooper Tire & Rubber Company	$	119,570		$	119,570		$	(219,380	)	$	(219,380	)	$	51,767		$	51,767
Other comprehensive income (loss):
Currency translation adjustments		13,847			8,067			(17,350	)		(23,961	)		3,948			3,774
Unrealized net gains (losses) on derivative instruments and marketable securities, net of tax		(5,434	)		(5,434	)		7,403			7,403			(4,818	)		(4,818	)
Unrecognized postretirement benefit plans, net of tax		68,462			68,462			(234,455	)		(234,455	)		(4,801	)		(4,801	)
Comprehensive income (loss)  attributable to Cooper Tire & Rubber Company		196,445			190,665			(463,782	)		(470,393	)		46,096			45,922
Net income (loss) attributable to noncontrolling shareholders’ interests		8,760			8,760			(8,057	)		(8,057	)		31,872			31,872
Other comprehensive income (loss):
Currency translation adjustments		—			5,780			—			6,611			—			174
Comprehensive income (loss)  attributable to noncontrolling shareholders’ interests		8,760			14,540			(8,057	)		(1,446	)		31,872			32,046
Total comprehensive income (loss)	$	205,205		$	205,205		$	(471,839	)	$	(471,839	)	$	77,968		$	77,968

In connection with the investment in Cooper Chengshan, beginning January 1, 2009 and continuing through December 31, 2011, the noncontrolling shareholders have the option, which is embedded in the noncontrolling interest, to require the Company to purchase the remaining 49 percent noncontrolling share at the greater of a minimum price of $62,700 or a formula price that varies based on operating results of the entity. The combination of a noncontrolling interest and a put option resulted in a redeemable noncontrolling shareholder interest. The put option is not separated from the shares as an embedded derivative because the underlying shares are not readily convertible into cash.

The noncontrolling interest is redeemable at other than fair value as the put value is determined based on a specified formula as described above. The Company records the noncontrolling shareholders’ interests in Cooper Chengshan at the greater of 1) the initial carrying amount, increased or decreased for the noncontrolling shareholders’ share of net income or loss and its share of other comprehensive income or loss and dividends (“carrying amount”) or 2) the value of the put option which is determined based on the greater of the minimum amount or the formula derived amount (“redemption value”). Prior to exercisability of the put option on January 1, 2009, the noncontrolling shareholders’ interest has been recorded at the greater of 1) the carrying value or 2) the cumulative amount required to accrete the initial carrying amount to the redemption value using the effective interest method which resulted in accretion of $9,939 in 2008 and the reversal of accretion ($9,939) in 2009. Such accretion amounts are recorded as increases (decreases) to redeemable noncontrolling shareholders’ interests with offsets to retained earnings. According to authoritative accounting guidance, the redeemable noncontrolling shareholders’ interest is classified outside of permanent equity, in mezzanine equity, on the Company’s Consolidated Balance Sheets.

According to authoritative accounting guidance for redeemable noncontrolling shareholders’ interests, to the extent the noncontrolling shareholders have a contractual right to receive an amount upon exercise of a put option that is other than fair value, and such amount is greater than carrying value, then the noncontrolling shareholder has, in substance, received a dividend distribution that is different than other common stockholders. Therefore accretion adjustments to the carrying value of noncontrolling shareholders’ interests to reflect the put option also should be reflected in the computation of earnings per share available to the Company’s common stockholders.

[August 4, 2010 SEC Correspondence] Page 4

2. Net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding each year. Diluted earnings (loss) per share from continuing operations includes the dilutive effect of stock options and other stock units. The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three months ended March 31,
	Restated
	2009			2010
Numerator
Income (loss) from continuing operations attributable to Cooper Tire & Rubber Company	$	(20,903	)	$	12,336
Accretion of redeemable noncontrolling shareholders’ interest		(1,110	)		—
Numerator for basic and diluted earnings (loss) per share — income (loss) from continuing operations available to common stockholders	$	(22,013	)	$	12,336
Denominator
Denominator for basic earnings (loss) per share — weighted average shares outstanding		58,941			60,614
Effect of dilutive securities — stock options and other stock units		—			1,680
Denominator for diluted earnings per share — adjusted weighted average share outstanding		58,941			62,294
Basic earnings (loss) per share:
Income (loss) from continuing operations available to Cooper Tire & Rubber Company common stockholders	$	(0.37	)	$	0.20
Loss from discontinued operations, net of income taxes		(0.01	)		(0.01	)
Net income (loss) available to Cooper Tire & Rubber Company common stockholders	$	(0.38	)	$	0.19
Diluted earnings (loss) per share:
Income (loss) from continuing operations available to Cooper Tire & Rubber Company common stockholders	$	(0.37	)	$	0.20
Loss from discontinued operations, net of income taxes		(0.01	)		(0.01	)
Net income (loss) available to Cooper Tire & Rubber Company common stockholders	$	(0.38	)	$	0.19

3. Derivative financial instruments are utilized by the Company to reduce foreign currency exchange risks. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not enter into financial instruments for trading or speculative purposes. The derivative financial instruments include fair value and cash flow hedges of foreign currency exposures. The change in values of the fair value foreign currency hedges offset exchange rate fluctuations on the foreign currency-denominated intercompany loans and obligations. The Company presently hedges exposures in the Euro, Canadian dollar, British pound sterling, Swiss franc, Swedish krona, Norwegian krone, Mexican peso and Chinese yuan generally for transactions expected to occur within the next 12 months. The notional amount of these foreign currency derivative instruments at December 31, 2009 and March 31, 2010 was $207,600 and $187,400, respectively. The counterparties to each of these agreements are major commercial banks.

[August 4, 2010 SEC Correspondence] Page 5

8. The following table reconciles the beginning and end of the period equity accounts attributable to Cooper Tire & Rubber Company and to the noncontrolling shareholder interests:

				Noncontrolling
	Total			Shareholders’						Redeemable
	Parent			Interests in			Total			Noncontrolling
	Stockholders’			Consolidated			Stockholders’			Shareholders’
	Equity			Subsidiaries			Equity			Interests
Balance at December 31, 2009 (1)	$	330,808		$	49,716		$	380,524		$	83,528
Net income		11,576			685			12,261			4,911
Other comprehensive income (1)		13,456			(195	)		13,261			(2,457	)
Dividends payable to noncontrolling shareholders		—			—			—			(11,637	)
Contribution of noncontrolling shareholder		—		��	5,250			5,250			—
Acquisition of noncontrolling shareholder interest		1,384			—			1,384			(19,304	)
Stock compensation plans, including tax charge of $392		(2,175	)		—			(2,175	)		—
Cash dividends — $.105 per share		(6,416	)		—			(6,416	)		—
Balance at March 31, 2010 (1)	$	348,633		$	55,456		$	404,089		$	55,041

(1) Amounts have been restated, see Footnote 1 for additional information.

The following table provides the details of the Company’s comprehensive income (loss). Comprehensive income includes net income and components of other comprehensive income, such as foreign currency translation adjustments, unrealized gains or losses on certain marketable securities and derivative instruments and unrecognized postretirement benefits plans.

The Company’s comprehensive income (loss) is as follows:

	Three months ended March 31
	2009			2010
Net income (loss) attributable to Cooper Tire & Rubber Company	$	(21,267	)	$	11,576
Other comprehensive income (loss):
Currency translation adjustments (1)		(3,083	)		(4,572	)
Unrealized net gains on derivative instruments and marketable securities, net of tax effect		3,367			1,362
Unrecognized postretirement benefit plans, net of tax effect		354			16,666
Comprehensive income (loss) attributable to Cooper Tire & Rubber Company (1)		(20,629	)		25,032
Net income (loss) attributable to noncontrolling shareholders’ interests		(2,020	)		5,596
Other comprehensive income (loss):
Currency translation adjustments (1)		101			(2,652	)
Comprehensive income (loss) attributable to noncontrolling shareholders’ interests (1)		(1,919	)		2,944
Total comprehensive income (loss)	$	(22,548	)	$	27,976

(1) Amounts have been restated, see Footnote 1 for additional information.

[August 4, 2010 SEC Correspondence] Page 6

	Redeemable
	Noncontrolling			Retained						Noncontrolling			Cooper Chengshan
	Interest			Earnings			OCI			Interest			Income			Currency
December 31, 2008		62,720			1,096,405			(464,427	)		48,417
Net income					(21,267	)					(2,020	)
OCI								739
Dividends					(6,235	)
Intercompany transactions
Currency translation								(101	)		101
Cooper Chengshan		(1,110	)								1,110			(1,110	)		—
CCT purchase price amort
Accretion		1,110			(1,110	)
March 31, 2009		62,720			1,067,793			(463,789	)		47,608
Net income					(12,960	)					6,638
OCI								7,123
Dividends					(6,191	)
Intercompany transactions
Currency translation								287			(287	)
Cooper Chengshan		6,504									(6,504	)		6,517			(13	)
Accretion		(6,504	)		6,504
June 30, 2009		62,720			1,055,146			(456,379	)		47,455
Net income					46,831						10,664
OCI								12,966
Dividends					(6,192	)
Intercompany transactions
Currency translation								(418	)		418
Cooper Chengshan		10,056									(10,056	)		9,883			173
Accretion		(4,545	)		4,545
September 30, 2009		68,231			1,100,330			(443,831	)		48,481
Net income					39,163						16,590
OCI								(26,499	)
Dividends					(6,360	)
Intercompany transactions											—
Currency translation								58			(58	)
Cooper Chengshan		15,297									(15,297	)		15,249			48
Accretion					—
December 31, 2009		83,528			1,133,133			(470,272	)		49,716			30,539			208
Chengshan purchase		—			51,767			(5,671	)
CCT purchase price amort		—			(24,978	)		(174	)
Chengshan income		30,539
Minority interest schedule		30,539
Currency		208
		30,747

[August 4, 2010 SEC Correspondence] Page 7

	Accreted		Formulaic		Carrying
	Value		Value		Value
Original purchase price	$	37,647
December 31, 2006	$	44,612		n/a	$	44,986
December 31, 2007	$	52,965		n/a	$	56,686
December 31, 2008	$	62,720	$	21,130	$	62,720
December 31, 2009	$	62,720	$	63,584	$	83,528

The accreted values represent the amounts required using the effective interest method.

The put option was not exercisable until January 1, 2009 so the formulaic value could only first be computed at December 31, 2008 using the prior three years net income

The carrying value at December 31, 2008 includes the accretion adjustment of $9,939.

[August 4, 2010 SEC Correspondence] Page 8