Cooper Tire & Rubber (CTB) 8-K Cooper Tire Announces Closing of Transaction to Sell CCT Joint Venture

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On November 26, 2014, the Chinese State Administration for Industry & Commerce (SAIC) issued a new business license for Cooper Chengshan (Shangdong) Tire Company Ltd. (“CCT”) and on November 30, 2014, Cooper Tire & Rubber Company (the “Company”) completed the sale of its 65 percent ownership interest in CCT to Prairie Investment Limited, a wholly owned subsidiary of Chengshan Group Company Ltd. (“Chengshan”), all in accordance with the previously announced option agreement between the Company and Chengshan, which we refer to as the “Sale”. The option agreement provided Chengshan a limited contractual right to purchase the Company’s 65 percent equity interest in CCT. The purchase price was based upon the fair market value of CCT on a stand-alone basis as determined by an internationally recognized valuation firm. Under the terms of the agreement, the Company received approximately $262 million, in cash, net of taxes and including dividends.

Basis of preparation

The following Unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical Consolidated Financial Statements and are being presented to give effect to the Sale. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical Consolidated Financial Statements and accompanying notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, each as filed with the U.S. Securities and Exchange Commission on March 14, 2014 and November 7, 2014, respectively.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the fiscal year ended December 31, 2014, reflect the Company’s results as if the Sale had occurred on January 1, 2013, and do not reflect the nonrecurring gain on sale directly attributable to the sale or assume any interest income on cash proceeds. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014 gives effect to the Sale as if it occurred on September 30, 2014.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are subject to the assumptions and adjustments described in the accompanying notes. Given the information available at this time, the Company’s management believes that these assumptions and adjustments are reasonable under the circumstances.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations do not reflect material non-recurring charges following the Sale as the Company does not anticipate incurring any such charges following the Sale.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Sale occurred as of and for the periods indicated. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and information purposes only, and are not necessarily indicative of the Company’s future results of operations or financial condition had the Sale been completed on the dates assumed. The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Sale that are factually supportable, and for purposes of the Statements of Operations, are expected to have a continuing impact on the Company.

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2014

(Dollar amounts in thousands, except per share amounts)

	Cooper Historical (a)			Disposition of CCT (b)			Cooper Adjusted
Net sales	$	2,605,225		$	(479,240	)	$	2,125,985
Cost of products sold		2,152,810			(385,904	)		1,766,906
Gross profit		452,415			(93,336	)		359,079
Selling, general and administrative		205,540			(24,223	)		181,317
Operating profit		246,875			(69,113	)		177,762
Interest expense		(20,960	)		2,043			(18,917	)
Interest income		1,088			(554	)		534
Other income (expense)		(787	)		(332	)		(1,119	)
Income before income taxes		226,216			(67,956	)		158,260
Income tax expense		75,093			(17,412	)  (c)		57,681
Net income		151,123			(50,544	)		100,579
Net income attributable to noncontrolling shareholders' interests		19,808			(18,287	)		1,521
Net income attributable to Cooper Tire & Rubber Company	$	131,315		$	(32,257	)	$	99,058
Basic earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	2.10					$	1.58
Diluted earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	2.07					$	1.56
Weighted average number of shares outstanding (000's):
Basic		62,504						62,504
Diluted		63,473						63,473

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2013

(Dollar amounts in thousands, except per share amounts)

	Cooper Historical (a)			Disposition of CCT (b)			Cooper Adjusted
Net sales	$	3,439,233		$	(639,888	)	$	2,799,345
Cost of products sold		2,923,042			(529,465	)		2,393,577
Gross profit		516,191			(110,423	)		405,768
Selling, general and administrative		275,477			(35,637	)		239,840
Operating profit		240,714			(74,786	)		165,928
Interest expense		(27,906	)		3,977			(23,929	)
Interest income		810			(341	)		469
Other income (expense)		(647	)		910			263
Income before income taxes		212,971			(70,240	)		142,731
Income tax expense		79,406			(17,794	)  (c)		61,612
Net income		133,565			(52,446	)		81,119
Net income attributable to noncontrolling shareholders' interests		22,552			(19,322	)		3,230
Net income attributable to Cooper Tire & Rubber Company	$	111,013		$	(33,124	)	$	77,889
Basic earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	1.75					$	1.23
Diluted earnings per share:
Net income attributable to Cooper Tire & Rubber Company	$	1.73					$	1.21
Weighted average number of shares outstanding (000's):
Basic		63,327						63,327
Diluted		64,282						64,282

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Cooper Tire & Rubber Company

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2014

(Dollar amounts in thousands, except par value amounts)

	Cooper Historical (d)			Disposition of CCT (b)			Cooper Adjusted
Current assets:
Cash and cash equivalents	$	335,778		$	171,752	(e)	$	507,530
Notes receivable		90,098			(84,799	)		5,299
Accounts receivable, net		538,790			(91,541	)		447,249
Inventories, at lower of cost or market
Finished goods		437,816			(68,654	)		369,162
Work in process		40,983			(7,328	)		33,655
Raw materials and supplies		123,210			(28,671	)		94,539
		602,009			(104,653	)		497,356
Other current assets		94,354			(14,255	)		80,099
Total current assets		1,661,029			(123,496	)		1,537,533
Property, plant and equipment, at cost:
Land and land improvements		51,195			-			51,195
Buildings		329,790			(52,712	)		277,078
Machinery and equipment		1,895,692			(345,469	)		1,550,223
Molds, cores and rings		258,282			(43,989	)		214,293
		2,534,959			(442,170	)		2,092,789
Less accumulated depreciation and amortization		1,563,276			(221,116	)		1,342,160
Net property, plant and equipment		971,683			(221,054	)		750,629
Goodwill		18,851			-			18,851
Intangibles, net		153,656			(16,506	)		137,150
Restricted cash		640			-			640
Deferred income tax assets		100,934			(420	)		100,514
Other assets		16,586			-			16,586
Total assets	$	2,923,379		$	(361,476	)	$	2,561,903
Current liabilities:
Notes payable	$	184,553		$	(16,715	)	$	167,838
Accounts payable		358,320			(102,401	)		255,919
Accrued liabilities		264,056			(57,938	)		206,118
Income taxes		16,961			(10,691	)		6,270
Current portion of long term debt		15,559			(13,304	)		2,255
Total current liabilities		839,449			(201,049	)		638,400
Long-term debt		325,538			(26,101	)		299,437
Postretirement benefits other than pensions		239,282			-			239,282
Pension benefits		249,529			-			249,529
Other long-term liabilities		159,692			-			159,692
Deferred income taxes		6,131			(221	)		5,910
Redeemable noncontrolling shareholder interest		168,435			(168,435	)		-
Stockholders' 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		87,850			-			87,850
Capital in excess of par value		1,721			-			1,721
Retained earnings		1,790,969			60,793	(f)		1,851,762
Cumulative currency translation adjustment		48,984			(26,463	)		22,521
Unrealized gains/(losses) on derivatives		2,693			-			2,693
Unrecognized postretirement benefits		(451,355	)		-			(451,355	)
		1,480,862			34,330			1,515,192
Less: 29,749,007 common shares in treasury at cost		(587,332	)		-			(587,332	)
Total parent stockholders' equity		893,530			34,330			927,860
Noncontrolling shareholders' interests in consolidated subsidiaries		41,793			-			41,793
Total stockholders' equity		935,323			34,330			969,653
Total liabilities and equity	$	2,923,379		$	(361,476	)	$	2,561,903

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(a) Reflects the historical operating results of the Company as previously reported.

(b) Represents the adjustments to record the effect of the Sale.

(c) In determining the tax rate to apply to the Company’s pro forma adjustments, the Company used the applicable statutory rate based on the jurisdiction in which the adjustment occurs.

(d) Reflects the historical financial position of the Company as previously reported.

(e) Represents the effect of the contractual cash received as a result of the Sale and final dividend distribution, net of tax withholdings.

(f) Represents the adjustments to Retained earnings to reflect the estimated gain on the Sale, including income tax effects.