Mail Stop 7010
May 30, 2006
Mr. Philip G. Weaver
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, Ohio 45840
Re: Cooper Tire & Rubber Company
Form 10-K for the year ended December 31, 2005
Filed March 1, 2006
File No. 1-4329
Dear Mr. Weaver:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005
Item 7 - Management`s Discussion and Analysis
Liquidity and Capital Resources, page 22
1. We note your analysis of cash provided by operating activities.
In future quarterly and annual filings, please revise your
analysis
to provide your readers with better insight into the underlying
factors that contributed to significant changes seen on your
statements of cash flows. In this regard, we note your statement
that your accounts payable balances and your pension funding in
excess of expense decreased, but the underlying reasons for these
decreases are not clear. Refer to our Release 33-8350, available
on
our website at www.sec.gov/rules/interp/33-8350.htm.
Contractual Obligations Table, page 24
2. It appears that you have material contractual obligations
related
to interest on your outstanding debt. Please revise future
filings
to include your interest obligations, either in this table or in
narrative form immediately below the table. If you provide this
information in narrative form, please use the same periods (e.g.
less
than one year, one to three years) seen in the table. Refer to
footnote 46 in our Release 33-8350.
Critical Accounting Policies - Pension and Postretirement
Benefits,
page 27
3. Please revise future filings to provide a sensitivity analysis
for
changes in the key assumptions used in estimating your pension and
postretirement benefits. Refer to Section 5 of our Release 33-
8350.
Item 8 - Financial Statements and Supplementary Data
Consolidated Statements of Cash Flows, page 34
4. We note that your reconciliation of cash flows from operating
activities begins with income/loss from continuing operations.
Please note that paragraph 28 of SFAS 95 indicates that companies
that use the indirect method of reporting operating cash flows
should
adjust net income to reconcile it to net cash flow from operating
activities. Please confirm to us that you will revise your
statements of cash flows accordingly in future periodic filings.
Significant Accounting Policies
Long-Lived Assets, page 36
5. We read that you amortize your definite-lived intangibles over
a
range from five to 30 years. Please revise future filings to
provide
the range for each major intangible asset class as indicated in
your
Goodwill and Intangibles footnote on page 44. Refer to paragraph
44(a)(3) of SFAS 142.
Income Taxes, page 37
6. We read that you recognize a valuation allowance if it is
anticipated that some or all of a deferred tax asset may not be
realized. Please confirm to us, and clarify in future filings,
that
you recognize a valuation allowance if it is more likely than not
that some or all of a deferred tax asset will not be realized.
Refer
to paragraph 17(e) of SFAS 109.
Stock-Based Compensation, page 38
7. We read that you accelerated the vesting of your outstanding
employee stock options during 2005 to avoid future stock
compensation
expense upon your adoption of SFAS 123R. Please confirm to us, if
true, that this modification did not result in the recognition of
a
significant amount of stock compensation expense in 2005.
Unconditional Purchase Orders, page 58
8. We note your disclosure of noncancelable purchase orders. We
also
read at the bottom of page 4 that you have various long-term
agreements and long-term supply contracts for natural rubber,
natural
gas, steel-based tire reinforcement materials, and other principal
materials. In future filings, please ensure that you disclose the
major terms of all long-term supply contracts in your footnotes to
give your readers insight into your commitments, or tell us why
you
do not think these disclosures are applicable.
Selected Quarterly Data, page 62
9. We note your amendment to correct the numbers disclosed in this
section of your filing. Please revise future filings to clearly
label the numbers you are disclosing. In this regard, we note
that
you have a line titled "net income/loss," but you appear to be
reflecting your net income/loss from continuing operations
instead.
Item 9A - Controls and Procedures, page 64
10. We read that your disclosure controls and procedures were
effective in identifying the information required to be disclosed
in
your periodic reports filed with the SEC and ensuring such
information is recorded, processed, summarized and reported within
the time periods specified in the SEC`s rules and forms. Please
confirm to us, if true, and revise future filings to clarify that
your officers also concluded that your disclosure controls and
procedures are effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your principal executive officer and your principal financial
officer, to allow timely decisions regarding required disclosure.
Alternatively, you may revise future filings to conclude that your
disclosure controls and procedures are "effective" or
"ineffective"
without providing any part of the definition of disclosure
controls
and procedures. See Exchange Act Rule 13a-15(e).
11. We note that your amendment filed on March 2, 2006 did not
include Item 9A. We remind you that any amendment that requires
new
certifications also requires updated disclosures under Item 9A of
Form 10-K. Please amend your Form 10-K accordingly. You should
also
address the reason for your amendment in your consideration of the
effectiveness of your disclosure controls and procedures, and
conclude in light of the reason for the amendment whether you
still
believe your disclosure controls and procedures at year end were
effective.
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2006
Note 2, page 5
12. We note your disclosures concerning your acquisition of 51% of
Cooper-Chengshan. We read that an additional $20,560 is due to
the
seller upon completion of certain actions. Please revise future
filings, if applicable, to more clearly describe these actions
that
will trigger additional payment.
13. We read that your preliminary purchase price allocation is
based
on estimates of the fair values of the acquired assets and
liabilities at March 31, 2006. Please tell us, and if applicable
revise future filings to clarify, why you are not allocating the
purchase price based on the fair values at the date of
acquisition,
which appears to be February 4, 2006. Also revise future filings
to
provide the intangible asset disclosures required by paragraph 52
of
SFAS 141, or tell us why you do not think these disclosures are
applicable.
Item 4 - Controls and Procedures, page 18
14. We read that your disclosure controls and procedures were
effective in identifying the information required to be disclosed
in
your periodic reports filed with the SEC and ensuring such
information is recorded, processed, summarized and reported within
the time periods specified in the SEC`s rules and forms. Please
confirm to us, if true, and revise future filings to clarify that
your officers also concluded that your disclosure controls and
procedures are effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your principal executive officer and your principal financial
officer, to allow timely decisions regarding required disclosure.
Alternatively, you may revise future filings to conclude that your
disclosure controls and procedures are "effective" or
"ineffective"
without providing any part of the definition of disclosure
controls
and procedures. See Exchange Act Rule 13a-15(e).
* * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to Jeanne Baker, Assistant Chief Accountant,
at
(202) 551-3691 or the undersigned at (202) 551-3768.
Sincerely,
John Cash
Accounting Branch Chief
Mr. Philip G. Weaver
Cooper Tire & Rubber Company
May 30, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE