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x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|
DELAWARE
|
|
34-4297750
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
Item 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
733,843
|
|
|
$
|
750,913
|
|
|
$
|
2,097,621
|
|
|
$
|
2,140,982
|
|
Cost of products sold
|
569,116
|
|
|
597,961
|
|
|
1,692,137
|
|
|
1,657,932
|
|
||||
Gross profit
|
164,727
|
|
|
152,952
|
|
|
405,484
|
|
|
483,050
|
|
||||
Selling, general and administrative expense
|
63,350
|
|
|
63,262
|
|
|
180,605
|
|
|
192,339
|
|
||||
Pension settlement charge
|
—
|
|
|
11,462
|
|
|
—
|
|
|
11,462
|
|
||||
Operating profit
|
101,377
|
|
|
78,228
|
|
|
224,879
|
|
|
279,249
|
|
||||
Interest expense
|
(7,591
|
)
|
|
(6,795
|
)
|
|
(23,629
|
)
|
|
(19,717
|
)
|
||||
Interest income
|
1,776
|
|
|
1,018
|
|
|
5,333
|
|
|
2,907
|
|
||||
Other non-operating (expense) income
|
(978
|
)
|
|
1,785
|
|
|
(1,468
|
)
|
|
4,672
|
|
||||
Income before income taxes
|
94,584
|
|
|
74,236
|
|
|
205,115
|
|
|
267,111
|
|
||||
Provision for income taxes
|
31,924
|
|
|
23,757
|
|
|
67,250
|
|
|
86,509
|
|
||||
Net income
|
62,660
|
|
|
50,479
|
|
|
137,865
|
|
|
180,602
|
|
||||
Net income attributable to noncontrolling shareholders' interests
|
973
|
|
|
1,176
|
|
|
307
|
|
|
1,545
|
|
||||
Net income attributable to Cooper Tire & Rubber Company
|
$
|
61,687
|
|
|
$
|
49,303
|
|
|
$
|
137,558
|
|
|
$
|
179,057
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.19
|
|
|
$
|
0.91
|
|
|
$
|
2.62
|
|
|
$
|
3.26
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
0.90
|
|
|
$
|
2.59
|
|
|
$
|
3.23
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share
|
$
|
0.105
|
|
|
$
|
0.105
|
|
|
$
|
0.315
|
|
|
$
|
0.315
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
62,660
|
|
|
$
|
50,479
|
|
|
$
|
137,865
|
|
|
$
|
180,602
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
8,675
|
|
|
(10,946
|
)
|
|
38,247
|
|
|
(36,137
|
)
|
||||
Financial instruments
|
|
|
|
|
|
|
|
||||||||
Change in the fair value of derivatives
|
(290
|
)
|
|
1,173
|
|
|
(3,367
|
)
|
|
(4,578
|
)
|
||||
Income tax benefit (provision) on derivative instruments
|
95
|
|
|
(420
|
)
|
|
1,206
|
|
|
1,743
|
|
||||
Financial instruments, net of tax
|
(195
|
)
|
|
753
|
|
|
(2,161
|
)
|
|
(2,835
|
)
|
||||
Postretirement benefit plans
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
|
10,665
|
|
|
10,820
|
|
|
31,887
|
|
|
32,690
|
|
||||
Amortization of prior service credit
|
(141
|
)
|
|
(141
|
)
|
|
(424
|
)
|
|
(424
|
)
|
||||
Actuarial loss
|
—
|
|
|
(26,494
|
)
|
|
—
|
|
|
(26,494
|
)
|
||||
Pension settlement charge
|
—
|
|
|
11,462
|
|
|
—
|
|
|
11,462
|
|
||||
Income tax (provision) benefit on postretirement benefit plans
|
(3,731
|
)
|
|
6,314
|
|
|
(11,175
|
)
|
|
(1,366
|
)
|
||||
Foreign currency translation effect
|
(2,437
|
)
|
|
2,513
|
|
|
(7,004
|
)
|
|
9,748
|
|
||||
Postretirement benefit plans, net of tax
|
4,356
|
|
|
4,474
|
|
|
13,284
|
|
|
25,616
|
|
||||
Other comprehensive income (loss)
|
12,836
|
|
|
(5,719
|
)
|
|
49,370
|
|
|
(13,356
|
)
|
||||
Comprehensive income
|
75,496
|
|
|
44,760
|
|
|
187,235
|
|
|
167,246
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling shareholders' interests
|
1,467
|
|
|
(144
|
)
|
|
4,980
|
|
|
(1,571
|
)
|
||||
Comprehensive income attributable to Cooper Tire & Rubber Company
|
$
|
74,029
|
|
|
$
|
44,904
|
|
|
$
|
182,255
|
|
|
$
|
168,817
|
|
|
September 30,
2017 (Unaudited) |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
258,362
|
|
|
$
|
504,423
|
|
Notes receivable
|
15,213
|
|
|
7,485
|
|
||
Accounts receivable, less allowances of $7,496 at 2017 and $7,290 at 2016
|
512,626
|
|
|
409,913
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
415,983
|
|
|
338,887
|
|
||
Work in process
|
32,926
|
|
|
29,922
|
|
||
Raw materials and supplies
|
124,822
|
|
|
101,342
|
|
||
|
573,731
|
|
|
470,151
|
|
||
Other current assets
|
54,028
|
|
|
28,546
|
|
||
Total current assets
|
1,413,960
|
|
|
1,420,518
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and land improvements
|
53,350
|
|
|
47,767
|
|
||
Buildings
|
310,173
|
|
|
282,960
|
|
||
Machinery and equipment
|
1,855,041
|
|
|
1,742,449
|
|
||
Molds, cores and rings
|
234,056
|
|
|
224,662
|
|
||
|
2,452,620
|
|
|
2,297,838
|
|
||
Less: accumulated depreciation
|
1,525,634
|
|
|
1,433,611
|
|
||
Net property, plant and equipment
|
926,986
|
|
|
864,227
|
|
||
Goodwill
|
56,361
|
|
|
52,705
|
|
||
Intangibles, net of accumulated amortization of $88,342 at 2017 and $77,321 at 2016
|
135,776
|
|
|
140,751
|
|
||
Restricted cash
|
1,376
|
|
|
1,327
|
|
||
Deferred income tax assets
|
133,455
|
|
|
133,879
|
|
||
Other assets
|
5,634
|
|
|
5,988
|
|
||
Total assets
|
$
|
2,673,548
|
|
|
$
|
2,619,395
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
36,056
|
|
|
$
|
26,286
|
|
Accounts payable
|
266,033
|
|
|
282,416
|
|
||
Accrued liabilities
|
186,261
|
|
|
183,804
|
|
||
Income taxes payable
|
38,897
|
|
|
5,887
|
|
||
Current portion of long-term debt
|
1,464
|
|
|
2,421
|
|
||
Total current liabilities
|
528,711
|
|
|
500,814
|
|
||
Long-term debt
|
296,084
|
|
|
297,094
|
|
||
Postretirement benefits other than pensions
|
247,551
|
|
|
247,227
|
|
||
Pension benefits
|
252,701
|
|
|
285,852
|
|
||
Other long-term liabilities
|
115,606
|
|
|
156,924
|
|
||
Deferred income tax liabilities
|
670
|
|
|
1,248
|
|
||
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
|
20,949
|
|
|
25,876
|
|
||
Retained earnings
|
2,441,911
|
|
|
2,321,424
|
|
||
Accumulated other comprehensive loss
|
(500,454
|
)
|
|
(545,151
|
)
|
||
|
2,050,256
|
|
|
1,889,999
|
|
||
Less: common shares in treasury at cost
(36,346,576 at 2017 and 34,850,512 at 2016)
|
(876,951
|
)
|
|
(813,985
|
)
|
||
Total parent stockholders’ equity
|
1,173,305
|
|
|
1,076,014
|
|
||
Noncontrolling shareholders' interests in consolidated subsidiary
|
58,920
|
|
|
54,222
|
|
||
Total equity
|
1,232,225
|
|
|
1,130,236
|
|
||
Total liabilities and equity
|
$
|
2,673,548
|
|
|
$
|
2,619,395
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
137,865
|
|
|
$
|
180,602
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
106,652
|
|
|
96,928
|
|
||
Stock-based compensation
|
3,711
|
|
|
11,800
|
|
||
Change in LIFO inventory reserve
|
(14,413
|
)
|
|
(3,426
|
)
|
||
Amortization of unrecognized postretirement benefits
|
31,463
|
|
|
32,266
|
|
||
Pension settlement charge
|
—
|
|
|
11,462
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
(99,767
|
)
|
|
(67,940
|
)
|
||
Inventories
|
(75,628
|
)
|
|
(89,877
|
)
|
||
Other current assets
|
(25,121
|
)
|
|
(13,788
|
)
|
||
Accounts payable
|
(25,621
|
)
|
|
13,370
|
|
||
Accrued liabilities
|
4,884
|
|
|
21,956
|
|
||
Other items
|
(58,250
|
)
|
|
(13,725
|
)
|
||
Net cash (used in) provided by operating activities
|
(14,225
|
)
|
|
179,628
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment and capitalized software
|
(143,067
|
)
|
|
(126,921
|
)
|
||
Proceeds from the sale of assets
|
42
|
|
|
331
|
|
||
Net cash used in investing activities
|
(143,025
|
)
|
|
(126,590
|
)
|
||
Financing activities:
|
|
|
|
||||
Net payments on short-term debt
|
(6,393
|
)
|
|
(645
|
)
|
||
Repayments of long-term debt
|
(600
|
)
|
|
(600
|
)
|
||
Repurchase of common stock
|
(70,198
|
)
|
|
(82,486
|
)
|
||
Payments of employee taxes withheld from shared-based awards
|
(6,669
|
)
|
|
(2,948
|
)
|
||
Payment of dividends to noncontrolling shareholder
|
(282
|
)
|
|
(804
|
)
|
||
Payment of dividends to Cooper Tire & Rubber Company stockholders
|
(16,548
|
)
|
|
(17,242
|
)
|
||
Issuance of common shares related to stock-based compensation
|
4,091
|
|
|
3,533
|
|
||
Excess tax benefits on stock options
|
—
|
|
|
177
|
|
||
Net cash used in financing activities
|
(96,599
|
)
|
|
(101,015
|
)
|
||
Effects of exchange rate changes on cash
|
7,788
|
|
|
(6,832
|
)
|
||
Net change in cash and cash equivalents
|
(246,061
|
)
|
|
(54,809
|
)
|
||
Cash and cash equivalents at beginning of year
|
504,423
|
|
|
505,157
|
|
||
Cash and cash equivalents at end of period
|
$
|
258,362
|
|
|
$
|
450,348
|
|
1.
|
Basis of Presentation and Consolidation
|
2.
|
GRT Acquisition
|
|
|
|
|
|
|
|
||||||
|
|
As Originally
|
|
|
|
|
||||||
Assets
|
|
Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
Cash
|
|
$
|
8,091
|
|
|
$
|
—
|
|
|
$
|
8,091
|
|
Accounts receivable
|
|
2,844
|
|
|
—
|
|
|
2,844
|
|
|||
Notes receivable
|
|
3,050
|
|
|
—
|
|
|
3,050
|
|
|||
Inventory
|
|
7,983
|
|
|
—
|
|
|
7,983
|
|
|||
Other current assets
|
|
981
|
|
|
—
|
|
|
981
|
|
|||
Property, plant & equipment
|
|
46,712
|
|
|
(1,321
|
)
|
|
45,391
|
|
|||
Intangible assets
|
|
7,412
|
|
|
16
|
|
|
7,428
|
|
|||
Other long-term assets
|
|
289
|
|
|
—
|
|
|
289
|
|
|||
Goodwill
|
|
33,861
|
|
|
2,024
|
|
|
35,885
|
|
|||
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
(61,570
|
)
|
|
(719
|
)
|
|
(62,289
|
)
|
|||
Notes payable
|
|
(10,122
|
)
|
|
—
|
|
|
(10,122
|
)
|
|||
Accrued liabilities
|
|
(2,866
|
)
|
|
—
|
|
|
(2,866
|
)
|
|||
Long-term debt
|
|
(3,383
|
)
|
|
—
|
|
|
(3,383
|
)
|
|||
Other long-term liabilities
|
|
(940
|
)
|
|
—
|
|
|
(940
|
)
|
|||
|
|
32,342
|
|
|
—
|
|
|
32,342
|
|
|||
Noncontrolling shareholder interest
|
|
(18,323
|
)
|
|
—
|
|
|
(18,323
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cooper Tire & Rubber Company consideration
|
|
$
|
14,019
|
|
|
$
|
—
|
|
|
$
|
14,019
|
|
3.
|
Earnings Per Share
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted earnings per share - Net income attributable to common stockholders
|
$
|
61,687
|
|
|
$
|
49,303
|
|
|
$
|
137,558
|
|
|
$
|
179,057
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share - weighted average shares outstanding
|
52,042
|
|
|
54,055
|
|
|
52,555
|
|
|
54,869
|
|
||||
Effect of dilutive securities - stock options and other stock units
|
393
|
|
|
625
|
|
|
491
|
|
|
590
|
|
||||
Denominator for diluted earnings per share - adjusted weighted average shares outstanding
|
52,435
|
|
|
54,680
|
|
|
53,046
|
|
|
55,459
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.19
|
|
|
$
|
0.91
|
|
|
$
|
2.62
|
|
|
$
|
3.26
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
0.90
|
|
|
$
|
2.59
|
|
|
$
|
3.23
|
|
4.
|
Inventories
|
5.
|
Fair Value Measurements
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Assets/(liabilities)
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
||||
Gross amounts recognized
|
$
|
(3,207
|
)
|
|
$
|
1,029
|
|
Gross amounts offset
|
210
|
|
|
—
|
|
||
Net amounts
|
$
|
(2,997
|
)
|
|
$
|
1,029
|
|
Not designated as hedging instruments:
|
|
|
|
||||
Gross amounts recognized
|
(120
|
)
|
|
109
|
|
||
Gross amounts offset
|
225
|
|
|
(76
|
)
|
||
Net amounts
|
$
|
105
|
|
|
$
|
33
|
|
Net amounts presented:
|
|
|
|
||||
Accrued current liabilities
|
$
|
(2,083
|
)
|
|
$
|
—
|
|
Other long-term liabilities
|
$
|
(809
|
)
|
|
$
|
—
|
|
Other current assets
|
$
|
—
|
|
|
$
|
1,062
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Derivatives Designated as Cash Flow Hedges
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivatives (Effective Portion)
|
$
|
(3,010
|
)
|
|
$
|
599
|
|
|
$
|
(5,734
|
)
|
|
$
|
(3,757
|
)
|
Amount of (Loss) Gain Reclassified from Cumulative Other Comprehensive Loss into Income (Effective Portion)
|
(2,720
|
)
|
|
(574
|
)
|
|
(2,367
|
)
|
|
821
|
|
|
Location of (Loss) Gain Recognized in Income on Derivatives
|
|
Amount of (Loss) Gain
|
||||||||||||||
|
Recognized in Income on Derivatives
|
||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||
Derivatives not Designated as Hedging Instruments
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Foreign exchange contracts
|
Other non-operating (expense) income
|
|
$
|
(1,448
|
)
|
|
$
|
330
|
|
|
$
|
(2,853
|
)
|
|
$
|
645
|
|
a.
|
Quoted prices for similar assets or liabilities in active markets;
|
b.
|
Quoted prices for identical or similar assets or liabilities in non-active markets;
|
c.
|
Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
|
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.
|
|
September 30, 2017
|
||||||||||||||
|
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 Currency Derivative Instruments
|
$
|
(2,892
|
)
|
|
$
|
—
|
|
|
$
|
(2,892
|
)
|
|
$
|
—
|
|
Stock-based Liabilities
|
$
|
(17,334
|
)
|
|
$
|
(17,334
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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 Currency Derivative Instruments
|
$
|
1,062
|
|
|
$
|
—
|
|
|
$
|
1,062
|
|
|
$
|
—
|
|
Stock-based Liabilities
|
$
|
(20,336
|
)
|
|
$
|
(20,336
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
6.
|
Income Taxes
|
7.
|
Pensions and Postretirement Benefits Other than Pensions
|
|
Pension Benefits - Domestic
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,465
|
|
|
$
|
2,403
|
|
|
$
|
7,395
|
|
|
$
|
7,210
|
|
Interest cost
|
9,813
|
|
|
10,617
|
|
|
29,439
|
|
|
31,850
|
|
||||
Expected return on plan assets
|
(13,515
|
)
|
|
(13,391
|
)
|
|
(40,544
|
)
|
|
(40,175
|
)
|
||||
Amortization of actuarial loss
|
9,281
|
|
|
9,576
|
|
|
27,842
|
|
|
28,729
|
|
||||
Pension settlement charge
|
$
|
—
|
|
|
$
|
11,462
|
|
|
$
|
—
|
|
|
$
|
11,462
|
|
Net periodic benefit cost
|
$
|
8,044
|
|
|
$
|
20,667
|
|
|
$
|
24,132
|
|
|
$
|
39,076
|
|
|
Pension Benefits - International
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Interest cost
|
2,927
|
|
|
3,417
|
|
|
8,557
|
|
|
10,877
|
|
||||
Expected return on plan assets
|
(2,860
|
)
|
|
(2,744
|
)
|
|
(8,362
|
)
|
|
(8,736
|
)
|
||||
Amortization of actuarial loss
|
1,384
|
|
|
1,244
|
|
|
4,045
|
|
|
3,961
|
|
||||
Net periodic benefit cost
|
$
|
1,451
|
|
|
$
|
1,919
|
|
|
$
|
4,240
|
|
|
$
|
6,109
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
501
|
|
|
$
|
537
|
|
|
$
|
1,502
|
|
|
$
|
1,611
|
|
Interest cost
|
2,515
|
|
|
2,705
|
|
|
7,547
|
|
|
8,115
|
|
||||
Amortization of prior service credit
|
(141
|
)
|
|
(141
|
)
|
|
(424
|
)
|
|
(424
|
)
|
||||
Net periodic benefit cost
|
$
|
2,875
|
|
|
$
|
3,101
|
|
|
$
|
8,625
|
|
|
$
|
9,302
|
|
8.
|
Product Warranty Liabilities
|
|
2017
|
|
2016
|
||||
Reserve at beginning of year
|
$
|
10,634
|
|
|
$
|
12,339
|
|
Additions
|
6,285
|
|
|
6,831
|
|
||
Payments
|
(6,538
|
)
|
|
(7,486
|
)
|
||
Reserve at September 30
|
$
|
10,381
|
|
|
$
|
11,684
|
|
9.
|
Stockholders’ Equity
|
|
Total Equity
|
||||||||||
|
Total Parent Stockholders’ Equity
|
|
Noncontrolling Shareholders’ Interests in Consolidated Subsidiary
|
|
Total Stockholders’ Equity
|
||||||
Balance at December 31, 2016
|
$
|
1,076,014
|
|
|
$
|
54,222
|
|
|
$
|
1,130,236
|
|
Net income
|
137,558
|
|
|
307
|
|
|
137,865
|
|
|||
Other comprehensive income
|
44,697
|
|
|
4,673
|
|
|
49,370
|
|
|||
Share repurchase program
|
(70,198
|
)
|
|
—
|
|
|
(70,198
|
)
|
|||
Stock compensation plans
|
1,782
|
|
|
—
|
|
|
1,782
|
|
|||
Cash dividends - $0.315 per share
|
(16,548
|
)
|
|
—
|
|
|
(16,548
|
)
|
|||
Dividend paid to noncontrolling shareholder
|
$
|
—
|
|
|
$
|
(282
|
)
|
|
$
|
(282
|
)
|
Balance at September 30, 2017
|
$
|
1,173,305
|
|
|
$
|
58,920
|
|
|
$
|
1,232,225
|
|
10.
|
Share Repurchase Programs
|
11.
|
Stock-Based Compensation
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stock options
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
484
|
|
Restricted stock units
|
768
|
|
|
1,348
|
|
|
2,550
|
|
|
5,117
|
|
||||
Performance stock units
|
368
|
|
|
727
|
|
|
1,147
|
|
|
6,199
|
|
||||
Total stock-based compensation
|
$
|
1,136
|
|
|
$
|
2,101
|
|
|
$
|
3,711
|
|
|
$
|
11,800
|
|
|
Number of Shares
|
|
Outstanding at December 31, 2016
|
495,704
|
|
Exercised
|
(208,268
|
)
|
Expired
|
—
|
|
Canceled
|
—
|
|
Outstanding at September 30, 2017
|
287,436
|
|
Exercisable
|
287,436
|
|
|
Number of Restricted Stock Units
|
|
Nonvested at December 31, 2016
|
240,574
|
|
Granted
|
102,707
|
|
Vested
|
(135,799
|
)
|
Canceled
|
(7,829
|
)
|
Accrued dividend equivalents
|
1,857
|
|
Nonvested at September 30, 2017
|
201,510
|
|
|
Number of Performance Stock Units
|
|
Performance stock units outstanding at December 31, 2016
|
163,967
|
|
Granted
|
64,208
|
|
Canceled
|
(6,807
|
)
|
Accrued dividend equivalents
|
1,437
|
|
Performance stock units outstanding at September 30, 2017
|
222,805
|
|
12.
|
Changes in Accumulated Other Comprehensive Loss by Component
|
|
Cumulative Translation Adjustment
|
|
Derivative Instruments
|
|
Post-retirement Benefits
|
|
Total
|
||||
Beginning balance, June 30, 2017
|
(50,022
|
)
|
|
1
|
|
|
(462,775
|
)
|
|
(512,796
|
)
|
Other comprehensive income (loss) before reclassifications
|
8,181
|
|
|
(3,010
|
)
|
|
—
|
|
|
5,171
|
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
(2,437
|
)
|
|
(2,437
|
)
|
Income tax effect
|
—
|
|
|
985
|
|
|
—
|
|
|
985
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
2,720
|
|
|
—
|
|
|
2,720
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
(141
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
10,665
|
|
|
10,665
|
|
Pension settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax effect
|
—
|
|
|
(890
|
)
|
|
(3,731
|
)
|
|
(4,621
|
)
|
Other comprehensive income (loss)
|
8,181
|
|
|
(195
|
)
|
|
4,356
|
|
|
12,342
|
|
Ending balance, September 30, 2017
|
(41,841
|
)
|
|
(194
|
)
|
|
(458,419
|
)
|
|
(500,454
|
)
|
|
Cumulative Translation Adjustment
|
|
Derivative Instruments
|
|
Post-retirement Benefits
|
|
Total
|
||||
Beginning balance, June 30, 2016
|
(45,429
|
)
|
|
(134
|
)
|
|
(470,045
|
)
|
|
(515,608
|
)
|
Other comprehensive (loss) income before reclassifications
|
(9,626
|
)
|
|
599
|
|
|
(26,494
|
)
|
|
(35,521
|
)
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
2,513
|
|
|
2,513
|
|
Income tax effect
|
—
|
|
|
(211
|
)
|
|
10,134
|
|
|
9,923
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
574
|
|
|
—
|
|
|
574
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
(141
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
10,820
|
|
|
10,820
|
|
Pension settlement charge
|
—
|
|
|
—
|
|
|
11,462
|
|
|
11,462
|
|
Income tax effect
|
—
|
|
|
(209
|
)
|
|
(3,820
|
)
|
|
(4,029
|
)
|
Other comprehensive (loss) income
|
(9,626
|
)
|
|
753
|
|
|
4,474
|
|
|
(4,399
|
)
|
Ending balance, September 30, 2016
|
(55,055
|
)
|
|
619
|
|
|
(465,571
|
)
|
|
(520,007
|
)
|
|
Cumulative
Translation Adjustment |
|
Derivative
Instruments |
|
Post-
retirement Benefits |
|
Total
|
||||
Beginning balance, December 31, 2016
|
(75,415
|
)
|
|
1,967
|
|
|
(471,703
|
)
|
|
(545,151
|
)
|
Other comprehensive (loss) income before reclassifications
|
33,574
|
|
|
(5,734
|
)
|
|
—
|
|
|
27,840
|
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
(7,004
|
)
|
|
(7,004
|
)
|
Income tax effect
|
—
|
|
|
1,893
|
|
|
—
|
|
|
1,893
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
2,367
|
|
|
—
|
|
|
2,367
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
(424
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
31,887
|
|
|
31,887
|
|
Pension settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax effect
|
—
|
|
|
(687
|
)
|
|
(11,175
|
)
|
|
(11,862
|
)
|
Other comprehensive (loss) income
|
33,574
|
|
|
(2,161
|
)
|
|
13,284
|
|
|
44,697
|
|
Ending balance, September 30, 2017
|
(41,841
|
)
|
|
(194
|
)
|
|
(458,419
|
)
|
|
(500,454
|
)
|
|
Cumulative
Translation Adjustment |
|
Derivative
Instruments |
|
Post-
retirement Benefits |
|
Total
|
||||
Beginning balance, December 31, 2015
|
(22,034
|
)
|
|
3,454
|
|
|
(491,187
|
)
|
|
(509,767
|
)
|
Other comprehensive (loss) income before reclassifications
|
(33,021
|
)
|
|
(3,757
|
)
|
|
(26,494
|
)
|
|
(63,272
|
)
|
Foreign currency translation effect
|
—
|
|
|
—
|
|
|
9,748
|
|
|
9,748
|
|
Income tax effect
|
—
|
|
|
1,448
|
|
|
10,134
|
|
|
11,582
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
—
|
|
|
(821
|
)
|
|
—
|
|
|
(821
|
)
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
(424
|
)
|
Amortization of actuarial losses
|
—
|
|
|
—
|
|
|
32,690
|
|
|
32,690
|
|
Pension settlement charge
|
—
|
|
|
—
|
|
|
11,462
|
|
|
11,462
|
|
Income tax effect
|
—
|
|
|
295
|
|
|
(11,500
|
)
|
|
(11,205
|
)
|
Other comprehensive (loss) income
|
(33,021
|
)
|
|
(2,835
|
)
|
|
25,616
|
|
|
(10,240
|
)
|
Ending balance, September 30, 2016
|
(55,055
|
)
|
|
619
|
|
|
(465,571
|
)
|
|
(520,007
|
)
|
13.
|
Comprehensive Income (Loss) Attributable to Noncontrolling Shareholders' Interests
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to noncontrolling shareholders' interests
|
$
|
973
|
|
|
$
|
1,176
|
|
|
$
|
307
|
|
|
$
|
1,545
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
494
|
|
|
(1,320
|
)
|
|
4,673
|
|
|
(3,116
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling shareholders' interests
|
$
|
1,467
|
|
|
$
|
(144
|
)
|
|
$
|
4,980
|
|
|
$
|
(1,571
|
)
|
14.
|
Contingent Liabilities
|
•
|
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.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
615,261
|
|
|
$
|
658,727
|
|
|
$
|
1,742,863
|
|
|
$
|
1,866,926
|
|
Intercompany
|
10,162
|
|
|
13,914
|
|
|
29,275
|
|
|
39,773
|
|
||||
|
625,423
|
|
|
672,641
|
|
|
1,772,138
|
|
|
1,906,699
|
|
||||
International Tire
|
|
|
|
|
|
|
|
||||||||
External customers
|
118,582
|
|
|
92,186
|
|
|
354,758
|
|
|
274,056
|
|
||||
Intercompany
|
44,763
|
|
|
20,603
|
|
|
101,922
|
|
|
65,637
|
|
||||
|
163,345
|
|
|
112,789
|
|
|
456,680
|
|
|
339,693
|
|
||||
Eliminations
|
(54,925
|
)
|
|
(34,517
|
)
|
|
(131,197
|
)
|
|
(105,410
|
)
|
||||
Consolidated net sales
|
$
|
733,843
|
|
|
$
|
750,913
|
|
|
$
|
2,097,621
|
|
|
$
|
2,140,982
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
||||||||
Americas Tire
|
$
|
117,465
|
|
|
$
|
101,522
|
|
|
$
|
263,951
|
|
|
$
|
323,667
|
|
International Tire
|
591
|
|
|
3,265
|
|
|
3,518
|
|
|
4,645
|
|
||||
Unallocated corporate charges
|
(15,792
|
)
|
|
(26,442
|
)
|
|
(41,177
|
)
|
|
(48,191
|
)
|
||||
Eliminations
|
(887
|
)
|
|
(117
|
)
|
|
(1,413
|
)
|
|
(872
|
)
|
||||
Operating profit
|
101,377
|
|
|
78,228
|
|
|
224,879
|
|
|
279,249
|
|
||||
Interest expense
|
(7,591
|
)
|
|
(6,795
|
)
|
|
(23,629
|
)
|
|
(19,717
|
)
|
||||
Interest income
|
1,776
|
|
|
1,018
|
|
|
5,333
|
|
|
2,907
|
|
||||
Other non-operating (expense) income
|
(978
|
)
|
|
1,785
|
|
|
(1,468
|
)
|
|
4,672
|
|
||||
Income before income taxes
|
$
|
94,584
|
|
|
$
|
74,236
|
|
|
$
|
205,115
|
|
|
$
|
267,111
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(Dollar amounts in thousands except per share amounts)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas Tire
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
615,261
|
|
|
(6.6
|
)
|
|
$
|
658,727
|
|
|
$
|
1,742,863
|
|
|
(6.6
|
)
|
|
$
|
1,866,926
|
|
Intercompany
|
10,162
|
|
|
(27.0
|
)
|
|
13,914
|
|
|
29,275
|
|
|
(26.4
|
)
|
|
39,773
|
|
||||
|
625,423
|
|
|
(7.0
|
)
|
|
672,641
|
|
|
1,772,138
|
|
|
(7.1
|
)
|
|
1,906,699
|
|
||||
International Tire
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
118,582
|
|
|
28.6
|
|
|
92,186
|
|
|
354,758
|
|
|
29.4
|
|
|
274,056
|
|
||||
Intercompany
|
44,763
|
|
|
117.3
|
|
|
20,603
|
|
|
101,922
|
|
|
55.3
|
|
|
65,637
|
|
||||
|
163,345
|
|
|
44.8
|
|
|
112,789
|
|
|
456,680
|
|
|
34.4
|
|
|
339,693
|
|
||||
Eliminations
|
(54,925
|
)
|
|
(59.1
|
)
|
|
(34,517
|
)
|
|
(131,197
|
)
|
|
(24.5
|
)
|
|
(105,410
|
)
|
||||
Consolidated net sales
|
$
|
733,843
|
|
|
(2.3
|
)
|
|
$
|
750,913
|
|
|
$
|
2,097,621
|
|
|
(2.0
|
)
|
|
$
|
2,140,982
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas Tire
|
$
|
117,465
|
|
|
15.7
|
|
|
$
|
101,522
|
|
|
$
|
263,951
|
|
|
(18.4
|
)
|
|
$
|
323,667
|
|
International Tire
|
591
|
|
|
(81.9
|
)
|
|
3,265
|
|
|
3,518
|
|
|
(24.3
|
)
|
|
4,645
|
|
||||
Unallocated corporate charges
|
(15,792
|
)
|
|
40.3
|
|
|
(26,442
|
)
|
|
(41,177
|
)
|
|
14.6
|
|
|
(48,191
|
)
|
||||
Eliminations
|
(887
|
)
|
|
n/m
|
|
|
(117
|
)
|
|
(1,413
|
)
|
|
(62.0
|
)
|
|
(872
|
)
|
||||
Operating profit
|
101,377
|
|
|
29.6
|
|
|
78,228
|
|
|
224,879
|
|
|
(19.5
|
)
|
|
279,249
|
|
||||
Interest expense
|
(7,591
|
)
|
|
11.7
|
|
|
(6,795
|
)
|
|
(23,629
|
)
|
|
(19.8
|
)
|
|
(19,717
|
)
|
||||
Interest income
|
1,776
|
|
|
74.5
|
|
|
1,018
|
|
|
5,333
|
|
|
83.5
|
|
|
2,907
|
|
||||
Other non-operating (expense) income
|
(978
|
)
|
|
n/m
|
|
|
1,785
|
|
|
(1,468
|
)
|
|
n/m
|
|
|
4,672
|
|
||||
Income before income taxes
|
94,584
|
|
|
27.4
|
|
|
74,236
|
|
|
205,115
|
|
|
(23.2
|
)
|
|
267,111
|
|
||||
Provision for income taxes
|
31,924
|
|
|
34.4
|
|
|
23,757
|
|
|
67,250
|
|
|
(22.3
|
)
|
|
86,509
|
|
||||
Net income
|
62,660
|
|
|
24.1
|
|
|
50,479
|
|
|
137,865
|
|
|
(23.7
|
)
|
|
180,602
|
|
||||
Net income attributable to noncontrolling shareholders' interests
|
973
|
|
|
(17.3
|
)
|
|
1,176
|
|
|
307
|
|
|
(80.1
|
)
|
|
1,545
|
|
||||
Net income attributable to Cooper Tire & Rubber Company
|
$
|
61,687
|
|
|
25.1
|
|
|
$
|
49,303
|
|
|
$
|
137,558
|
|
|
(23.2
|
)
|
|
$
|
179,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.19
|
|
|
30.8
|
|
|
$
|
0.91
|
|
|
$
|
2.62
|
|
|
(19.6
|
)
|
|
$
|
3.26
|
|
Diluted
|
$
|
1.18
|
|
|
31.1
|
|
|
$
|
0.90
|
|
|
$
|
2.59
|
|
|
(19.8
|
)
|
|
$
|
3.23
|
|
•
|
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.
|
(Dollar amounts in thousands)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2017
|
|
Change
|
|
2016
|
|
2017
|
|
Change
|
|
2016
|
||||||||||
Net sales
|
$
|
625,423
|
|
|
(7.0
|
)%
|
|
$
|
672,641
|
|
|
$
|
1,772,138
|
|
|
(7.1
|
)%
|
|
$
|
1,906,699
|
|
Operating profit
|
$
|
117,465
|
|
|
15.7
|
%
|
|
$
|
101,522
|
|
|
$
|
263,951
|
|
|
(18.4
|
)%
|
|
$
|
323,667
|
|
Operating margin
|
18.8
|
%
|
|
2.7 points
|
|
|
15.1
|
%
|
|
14.9
|
%
|
|
-2.5 points
|
|
|
17.0
|
%
|
||||
Total unit sales change
|
|
|
(7.5
|
)%
|
|
|
|
|
|
(6.4
|
)%
|
|
|
||||||||
United States replacement market unit shipment changes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total light vehicle tires
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment
|
|
|
(10.4
|
)%
|
|
|
|
|
|
(10.5
|
)%
|
|
|
||||||||
USTMA members
|
|
|
(1.7
|
)%
|
|
|
|
|
|
(0.9
|
)%
|
|
|
||||||||
Total Industry
|
|
|
(1.4
|
)%
|
|
|
|
|
|
(0.7
|
)%
|
|
|
(Dollar amounts in thousands)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2017
|
|
Change
|
|
2016
|
|
2017
|
|
Change
|
|
2016
|
||||||||||
Net sales
|
$
|
163,345
|
|
|
44.8
|
%
|
|
$
|
112,789
|
|
|
$
|
456,680
|
|
|
34.4
|
%
|
|
$
|
339,693
|
|
Operating profit
|
$
|
591
|
|
|
(81.9
|
)%
|
|
$
|
3,265
|
|
|
$
|
3,518
|
|
|
(24.3
|
)%
|
|
$
|
4,645
|
|
Operating margin
|
0.4
|
%
|
|
-2.5 points
|
|
|
2.9
|
%
|
|
0.8
|
%
|
|
-0.6 points
|
|
|
1.4
|
%
|
||||
Total unit sales change
|
|
|
31.3
|
%
|
|
|
|
|
|
24.0
|
%
|
|
|
Parent company
|
|
||
8% unsecured notes due December 2019
|
$
|
173,578
|
|
7.625% unsecured notes due March 2027
|
116,880
|
|
|
Capitalized leases and other
|
7,853
|
|
|
|
298,311
|
|
|
Less: unamortized debt issuance costs
|
763
|
|
|
|
297,548
|
|
|
Less: current maturities
|
1,464
|
|
|
|
$
|
296,084
|
|
•
|
volatility in raw material and energy prices, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources;
|
•
|
the failure of the Company’s suppliers to timely deliver products or services in accordance with contract specifications;
|
•
|
changes to tariffs or trade agreements, or the imposition of new tariffs or trade restrictions, including changes related to tariffs on tires imported into the U.S. from China, as well as tariffs imposed on raw materials which the company uses;
|
•
|
changes in economic and business conditions in the world, including changes related to the United Kingdom's decision to withdraw from the European Union;
|
•
|
increased competitive activity including actions by larger competitors or lower-cost producers;
|
•
|
the failure to achieve expected sales levels;
|
•
|
changes in the Company’s customer relationships, including loss of particular business for competitive or other reasons;
|
•
|
the ultimate outcome of litigation brought against the Company, including product liability claims, which could result in commitment of significant resources and time to defend and possible material damages against the Company or other unfavorable outcomes;
|
•
|
a disruption in, or failure of, the Company’s information technology systems, including those related to cyber security, could adversely affect the Company’s business operations and financial performance;
|
•
|
changes in pension expense and/or funding resulting from the company’s pension strategy, investment performance of the company’s pension plan assets and changes in discount rate or expected return on plan assets assumptions, or changes to related accounting regulations;
|
•
|
government regulatory and legislative initiatives including environmental, healthcare, and tax matters;
|
•
|
volatility in the capital and financial markets or changes to the credit markets and/or access to those markets;
|
•
|
a variety of factors, including market conditions, may affect the actual amount expended on stock repurchases; the company’s ability to consummate stock repurchases; changes in the company’s results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of stock repurchases, which may occur at any time;
|
•
|
changes in interest or foreign exchange rates;
|
•
|
an adverse change in the Company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit markets;
|
•
|
failure to implement information technologies or related systems, including failure by the Company to successfully implement ERP systems;
|
•
|
the risks associated with doing business outside of the U.S.;
|
•
|
the failure to develop technologies, processes or products needed to support consumer demand;
|
•
|
technology advancements;
|
•
|
the inability to recover the costs to develop and test new products or processes;
|
•
|
the impact of labor problems, including labor disruptions at the Company, its joint ventures, or at one or more of its large customers or suppliers;
|
•
|
failure to attract or retain key personnel;
|
•
|
consolidation among the Company’s competitors or customers;
|
•
|
inaccurate assumptions used in developing the Company’s strategic plan or operating plans or the inability or failure to successfully implement such plans;
|
•
|
risks relating to acquisitions including the failure to successfully integrate them into operations or their related financings may impact liquidity and capital resources;
|
•
|
changes in the company’s relationship with its joint-venture partners or suppliers, including any changes with respect to its former PCT joint venture’s production of Cooper-branded products;
|
•
|
the ability to find alternative sources for products supplied by PCT;
|
•
|
the inability to obtain and maintain price increases to offset higher production or material costs;
|
•
|
inability to adequately protect the Company’s intellectual property rights; and
|
•
|
inability to use deferred tax assets.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Part II.
|
OTHER INFORMATION
|
Item 1.
|
LEGAL PROCEEDINGS
|
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 2.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
(1)
|
|
Total
Number of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||
July 1, 2017 through July 31, 2017
|
|
208,976
|
|
|
$
|
36.92
|
|
|
208,976
|
|
|
$
|
267,823
|
|
August 1, 2017 through August 31, 2017
|
|
125,894
|
|
|
$
|
35.63
|
|
|
125,894
|
|
|
$
|
263,341
|
|
September 1, 2017 through September 30, 2017
|
|
567,624
|
|
|
$
|
34.23
|
|
|
567,624
|
|
|
$
|
243,928
|
|
Total
|
|
902,494
|
|
|
|
|
902,494
|
|
|
|
(1)
|
On February 16, 2017, the Board of Directors increased the amount under and expanded the duration of the Company's existing share repurchase program (as amended, the "2017 Repurchase Program"). The 2017 Repurchase Program allows the Company to repurchase up to $300,000, excluding commissions, of the Company’s common stock through December 31, 2019. The approximately
$95,634
remaining authorization under the Company's existing share repurchase program as of February 16, 2017 is included in the $300,000 maximum amount authorized by the 2017 Repurchase Program. No other changes were made. The 2017 Repurchase Program does not obligate the Company to acquire any specific number of shares and can be suspended or discontinued at any time without notice. Under the 2017 Repurchase Program, shares can be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
|
Item 6.
|
EXHIBITS
|
(10)
|
|
(31.1)
|
|
(31.2)
|
|
(32)
|
|
(101.INS)
|
XBRL Instance Document
|
(101.SCH)
|
XBRL Taxonomy Extension Schema Document
|
(101.DEF)
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(101.CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
(101.LAB)
|
XBRL Taxonomy Extension Label Linkbase Document
|
(101.PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
COOPER TIRE & RUBBER COMPANY
|
|
/s/ Ginger M. Jones
|
Ginger M. Jones
|
Senior Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
|
/s/ Mark A. Young
|
Mark A. Young
|
Director of External Reporting
|
(Principal Accounting Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|---|---|---|
Metatron Capital SICAV plc | 394,048,087 | 1,868,200 | |
VANGUARD GROUP INC | 33,052,711 | 20,445,415,444 | |
PRICE T ROWE ASSOCIATES INC /MD/ | 10,973,057 | 6,787,605 | |
Capital World Investors | 9,325,777 | 5,768,589,000 | |
Capital Research Global Investors | 8,187,683 | 5,064,621,216 | |
FMR LLC | 7,877,459 | 4,872,760,768 | |
GEODE CAPITAL MANAGEMENT, LLC | 7,659,943 | 4,719,477,131 | |
MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3,392,690 | 2,098,616,253 | |
PICTET ASSET MANAGEMENT LTD | 3,037,588 | 1,532,372 | |
Legal & General Group Plc | 2,980,177 | 1,843,445,451 | |
POLEN CAPITAL MANAGEMENT LLC | 2,806,786 | 1,736,193,727 | |
Fisher Asset Management, LLC | 2,636,558 | 1,630,895,992 | |
PICTET ASSET MANAGEMENT SA | 2,577,185 | 1,344,646,274 | |
PRIMECAP MANAGEMENT CO/CA/ | 2,574,877 | 1,592,741,667 | |
WELLINGTON MANAGEMENT GROUP LLP | 2,528,637 | 1,564,138,989 | |
Pictet Asset Management Holding SA | 2,489,654 | 1,539,903,277 | |
CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2,443,937 | 1,511,746,069 | |
AMUNDI | 2,420,898 | 1,441,523,716 | |
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC | 2,163,487 | 1,338,268,153 | |
Clearbridge Investments, LLC | 2,093,583 | 1,295,027,837 | |
AMUNDI ASSET MANAGEMENT US, INC. | 2,035,533 | 928,978 | |
PUTNAM INVESTMENTS LLC | 1,719,355 | 912,616,664 | |
DIMENSIONAL FUND ADVISORS LP | 1,707,644 | 1,056,264,974 | |
DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 1,694,238 | 1,047,891,166 | |
T. Rowe Price Investment Management, Inc. | 1,650,456 | 1,020,923 | |
BROWN ADVISORY INC | 1,613,087 | 997,807,031 | |
SCHRODER INVESTMENT MANAGEMENT GROUP | 1,609,095 | 995,337,895 | |
Unisphere Establishment | 1,600,000 | 989,712,000 | |
GENERATION INVESTMENT MANAGEMENT LLP | 1,587,174 | 981,778,223 | |
Parametric Portfolio Associates LLC | 1,549,040 | 914,941 | |
Prostatis Group LLC | 1,452,094 | 1,473,367 | |
MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1,419,585 | 878,110,332 | |
INTERNATIONAL ASSETS INVESTMENT MANAGEMENT, LLC | 1,416,416 | 13,274 | |
Alecta Tjanstepension Omsesidigt | 1,412,000 | 872,841,920 | |
SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1,381,618 | 854,627,446 | |
Mitsubishi UFJ Asset Management Co., Ltd. | 1,360,069 | 841,297,881 | |
LOOMIS SAYLES & CO L P | 1,298,012 | 802,911 | |
Alphinity Investment Management Pty Ltd | 1,250,356 | 773,432,710 | |
Nuveen Asset Management, LLC | 1,239,378 | 766,655,811 | |
EATON VANCE MANAGEMENT | 1,210,607 | 614,008 | |
DEUTSCHE BANK AG\ | 1,207,356 | 746,834,200 | |
Swedbank AB | 1,194,680 | 738,993,205 | |
C WorldWide Group Holding A/S | 1,160,326 | 717,743 | |
HSBC HOLDINGS PLC | 1,136,039 | 700,194,315 | |
Swiss National Bank | 1,133,000 | 700,839,810 | |
Veritas Asset Management LLP | 1,130,476 | 699,278,539 | |
PARNASSUS INVESTMENTS, LLC | 1,127,870 | 697,666,546 | |
Ensign Peak Advisors, Inc | 1,083,029 | 669,929,250 | |
Temasek Holdings (Private) Ltd | 1,071,180 | 662,599,813 | |
Longview Partners (Guernsey) LTD | 1,012,067 | 626,034,284 | |
Corient Private Wealth LLC | 949,928 | 587,597,053 | |
BNP PARIBAS FINANCIAL MARKETS | 942,076 | 601,172,719 | |
MACKENZIE FINANCIAL CORP | 922,056 | 570,356,180 | |
ENVESTNET ASSET MANAGEMENT INC | 909,697 | 562,711,155 | |
FIRST MANHATTAN CO. LLC. | 886,330 | 548,573,000 | |
CREDIT SUISSE AG/ | 859,879 | 499,770,273 | |
California Public Employees Retirement System | 843,248 | 521,607,915 | |
Sustainable Growth Advisers, LP | 807,492 | 499,490,326 | |
Voya Investment Management LLC | 805,828 | 498,049,180 | |
ATLANTA CAPITAL MANAGEMENT CO L L C | 802,260 | 406,898 | |
Cantillon Capital Management LLC | 799,000 | 494,237,430 | |
Vontobel Holding Ltd. | 793,597 | 490,895,297 | |
Qube Research & Technologies Ltd | 791,290 | 489,468,255 | |
KING LUTHER CAPITAL MANAGEMENT CORP | 789,193 | 488,171,114 | |
Mirova US LLC | 785,808 | 486,077,255 | |
DekaBank Deutsche Girozentrale | 772,643 | 474,529 | |
ROYAL LONDON ASSET MANAGEMENT LTD | 770,416 | 476,556,225 | |
Allianz Asset Management GmbH | 761,545 | 471,068,891 | |
CITADEL ADVISORS LLC | 737,586 | 456,248,572 | |
VONTOBEL ASSET MANAGEMENT INC | 718,886 | 443,173,732 | |
WCM INVESTMENT MANAGEMENT, LLC | 714,722 | 439,139,504 | |
FARALLON CAPITAL MANAGEMENT LLC | 709,456 | 438,848,198 | |
National Pension Service | 702,529 | 434,563,364 | |
Impax Asset Management Group plc | 702,337 | 433,315,089 | |
NATIONAL BANK OF CANADA /FI/ | 646,692 | 400,024,085 | |
CANADA PENSION PLAN INVESTMENT BOARD | 644,515 | 398,677,644 | |
BlueSpruce Investments, LP | 635,631 | 393,182,268 | |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 621,783 | 384,616,310 | |
CIBC Private Wealth Group LLC | 620,916 | 384,079,726 | |
AXA S.A. | 613,680 | 379,604,038 | |
RAYMOND JAMES & ASSOCIATES | 586,785 | 362,967,746 | |
Stockbridge Partners LLC | 576,583 | 356,656,946 | |
Robeco Institutional Asset Management B.V. | 574,355 | 355,278,772 | |
HARDING LOEVNER LP | 568,502 | 351,641,764 | |
TD Asset Management Inc | 557,828 | 342,740,680 | |
Meridiem Investment Management Ltd. | 552,301 | 341,488,780 | |
CANADA LIFE ASSURANCE Co | 550,455 | 340,841 | |
BROWN BROTHERS HARRIMAN & CO | 540,368 | 334,255,590 | |
MILLENNIUM MANAGEMENT LLC | 536,476 | 331,847,959 | |
JANE STREET GROUP, LLC | 526,175 | 325,476,070 | |
LORING WOLCOTT & COOLIDGE FIDUCIARY ADVISORS LLP/MA | 525,385 | 292,838,960 | |
NN Investment Partners Holdings N.V. | 524,845 | 309,998 | |
Ninety One UK Ltd | 523,377 | 323,745,311 | |
TWO SIGMA ADVISERS, LP | 514,000 | 317,944,980 | |
1832 Asset Management L.P. | 510,812 | 315,972,979 | |
NATIXIS ADVISORS, LLC | 502,083 | 310,573 | |
Sarasin & Partners LLP | 488,325 | 302,063,194 | |
Aperio Group, LLC | 456,946 | 212,837 | |
Grantham, Mayo, Van Otterloo & Co. LLC | 454,399 | 281,077,589 | |
Bank Julius Baer & Co. Ltd, Zurich | 439,813 | 310,952,595 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Dr. Jacks currently serves as President of Break Through Cancer, an organization focusing on collaborative approaches to cancer research, has worked for over 30 years as a professor in the Department of Biology at Massachusetts Institute of Technology, and previously served as Founding Director of the Koch Institute, a cancer research center. As a result of his many years of experience in the field of cancer research, including board-level and industry-specific service on public company boards, Dr. Jacks brings to the Board significant scientific, technological and industry expertise. Dr. Jacks also brings valuable board-level experience from his many years serving on public company boards and scientific advisory boards of biotechnology companies, pharmaceutical companies and academic institutions. | |||
Mr. Sperling currently serves as Co-Chief Executive Officer of Thomas H. Lee Partners, LP (“THL”), a private equity firm. During his 20-year career leading THL, he has gained broad experience with the various industries represented in the THL portfolio, including healthcare and technology. As a result of this experience, Mr. Sperling brings to the Board valuable experience driving strategic direction and growth of organizations, and also corporate finance and acquisition experience. Mr. Sperling also brings valuable board-level experience from his years of serving on public company boards. | |||
Mr. Chai previously served as Chief Financial Officer of Uber Technologies Inc., a ridesharing technology platform, as President and CEO of The Warranty Group, a provider of specialty insurance products, and as President of CIT Group, a financial institution. As a result of Mr. Chai’s broad background and experience of holding executive management positions in a variety of industries and organizations, he brings to the Board valuable strategic leadership, financial acumen and expertise, and accounting experience. | |||
Dr. Harris currently serves as Chief Business Officer of Dell Medical School of the University of Texas, Austin. He has had a long-standing career as a physician and previously served as Chief Information Officer of Cleveland Clinic Hospital, and Chief Strategy Officer of the Cleveland Clinic Foundation. His background and experience as a strategic leader in healthcare organizations position Dr. Harris to provide valuable insight and perspective on healthcare. As a result of Dr. Harris’s experience, he brings to the Board valuable strategic leadership and industry knowledge. Dr. Harris also brings valuable board-level experience from his many years serving on public company boards. | |||
Dear Shareholder, Thank you for the confidence you have placed in Thermo Fisher Scientific. With your support, we continue to build a brighter future for our company and for our world. All of it begins with fulfilling our Mission to enable our customers to make the world healthier, cleaner and safer. Whether we are helping our customers diagnose disease, develop new treatments, protect our planet or keep people safe, we know our work is improving lives globally. This inspires our more than 120,000 colleagues to bring their best each day, and that fuels our success. Looking back on 2023, we effectively navigated a challenging macroeconomic environment, became an even stronger partner for our customers and made a positive impact on society. Starting with our financial results, our team’s outstanding execution and focus on our customers enabled us to deliver differentiated performance. This included revenue of $42.86 billion, GAAP diluted earnings per share (EPS) of $15.45 and adjusted EPS* of $21.55, along with free cash flow* of $7.01 billion. In addition, we returned significant capital to our shareholders through $3.5 billion of stock buybacks and dividends. At the same time, we continued to advance our proven growth strategy, which consists of three pillars: • Delivering high-impact innovation • Deepening our trusted partner status with our customers • Building on our unparalleled commercial engine In 2023, we invested $1.3 billion in R&D to deliver new technologies across our businesses that are helping our customers address some of the world’s greatest challenges. In addition, we made significant advancements in partnerships and collaborations with our customers, while also enhancing our offering with exciting complementary strategic acquisitions to further strengthen our trusted partner status. During the year we also made additional global investments in our capacity and unparalleled commercial capabilities. All of this is advancing our industry leadership and propelling our continued success. This success would not be possible without our commitment to living our 4i Values of Integrity, Intensity, Innovation and Involvement. As a Mission-driven company, we understand that our obligation goes beyond enabling our customers’ success and extends to making the world a better place by supporting our communities and being a good steward of our planet. In 2023, we made significant progress on our sustainability initiatives, advanced STEM education and global health equity, and collectively volunteered more than 100,000 hours to make a difference in our communities. We look forward to sharing more details in our annual Corporate Social Responsibility Report, which we’ll publish later this year. As I reflect on 2023, I am very proud of what we achieved – and all of it was made possible by our incredible colleagues. That’s why we continue to strengthen our vibrant and inclusive culture, and we continue to make the right long-term investments in our people to enable us to attract and retain the best talent in the industry. On behalf of our global team, thank you again for your support of Thermo Fisher Scientific. We look forward to your attendance at our 2024 Annual Meeting of Shareholders on May 22, 2024, at 9:00 a.m. (ET). Sincerely, Marc N. Casper / Chairman, President and Chief Executive Officer / April 9, 2024 | |||
Mr. Manzi retired from the Board effective May 24, 2023. | |||
Ms. Johnson is the CEO of Franklin Resources, Inc., which is a global investment management holding company whose operations are conducted through its subsidiaries. Ms. Johnson is in compliance with our policy although she serves on other public company boards in her capacity as their CEO. In addition to the holding company, she serves on the boards of certain of its funds, which are registered as investment companies and are managed or advised by subsidiaries of Franklin Resources, Inc. Since Ms. Johnson’s responsibilities as a board member of these companies are integrally related to and subsumed within her role as CEO of Franklin Resources, Inc., the Board believes that this board service does not meaningfully increase her time commitments or fiduciary duties, as would be the case with service on unaffiliated public company boards. The Board appreciates shareholders’ focus on director commitments and believes that Ms. Johnson has demonstrated, and will continue to demonstrate, the ability to dedicate sufficient time to carry out her Board duties effectively. | |||
Mr. Mullen previously served as Executive Chair of the Board of Directors of Editas Medicine, a clinical-stage biotechnology company, as Chief Executive Officer of Patheon N.V., a contract development and manufacturing organization which was acquired by the Company in 2017, and as Chief Executive Officer of Biogen Inc. Due to his 35-plus years of senior leadership experience in the pharmaceutical and biotechnology industries, he brings to the Board valuable industry knowledge and industry-specific strategic leadership skills. Mr. Mullen also brings valuable board-level experience from his many years serving on public company boards in the pharmaceutical industry. | |||
Mr. Weisler previously served as Chief Executive Officer of HP Inc., an information technology company. Prior to that he served in various roles with increasing levels of responsibility at HP, Lenovo Group Inc., and at Telstra Corp. Lt., a telecommunications company. As a result of his experience, Mr. Weisler brings to the Board valuable strategic and senior management leadership skills, financial expertise, international experience, technological expertise and M&A experience. Mr. Weisler also brings valuable board-level experience from his service on public company boards. | |||
Dr. Spar currently serves as a professor of Business Administration at Harvard Business School and Senior Associate Dean for Business in Global Society, and previously served as President and CEO of the Lincoln Center for the Performing Arts and as President of Barnard College. As a result of her varied experience, Dr. Spar brings to the Board valuable executive management and strategic leadership skills, financial expertise, and a unique perspective on technology’s role in shaping society and the global economy. Dr. Spar also brings valuable experience serving on public company boards. | |||
Ms. Chandy previously served as President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation and purification technologies and as Chief Marketing Officer at the Dow Chemical Company and at Rohm and Haas Corporation. Prior to that she served in various roles with increasing levels of responsibility at Thermo Fisher Scientific, Boston Scientific, and Millipore Corporation. As a proven executive with experience in global life sciences and multi-industrial companies, she brings to the Board experience in executive management, marketing, strategy, innovation, and M&A, and has experience in relevant market segments, technologies, geographies, and business functions. Ms. Chandy also brings valuable board-level experience from her many years serving on public company boards. | |||
Ms. Keith currently serves as Chief Executive Officer of P&G Beauty at Procter & Gamble, a global consumer products company. During her 30-plus year career at P&G, Ms. Keith served in roles in manufacturing, logistics, innovation planning, and marketing, then continued into various management and senior leadership roles. Ms. Keith also serves as Executive Sponsor for Corporate Sustainability at P&G, where she works alongside P&G’s Chief Sustainability Officer to guide the company’s sustainability progress. As an experienced executive, Ms. Keith brings to the Board strategic leadership skills, financial expertise, international business experience and M&A experience. |
Name and Principal Position |
Year | Salary |
Stock
Awards |
Option
Awards |
Non-Equity
Incentive Plan
Compensation |
All Other
Compensation |
Total | ||||||||||||||||||||||||||||
Marc N. Casper
Chairman, President and
|
2023 | $ | 1,730,027 | $ | 8,357,021 | $ | 5,536,313 | $ | 2,623,068 | $ | 730,240 | $ | 18,976,669 | ||||||||||||||||||||||
|
2022 |
|
$ |
1,687,260 |
|
$ |
10,336,396 |
|
$ |
9,861,822 |
|
$ |
5,547,713 |
|
$ |
775,718 |
|
$ |
28,208,909 |
|
|||||||||||||||
2021 | $ | 1,624,247 | $ | 8,460,843 | $ | 4,090,719 | $ | 6,334,565 | $ | 723,984 | $ | 21,234,358 | |||||||||||||||||||||||
Stephen Williamson
Senior Vice President and
|
2023 | $ | 1,014,577 | $ | 2,535,540 | $ | 1,680,428 | $ | 805,777 | $ | 203,937 | $ | 6,240,259 | ||||||||||||||||||||||
|
2022 |
|
$ |
974,808 |
|
$ |
2,340,271 |
|
$ |
1,564,106 |
|
$ |
1,762,843 |
|
$ |
211,045 |
|
$ |
6,853,073 |
|
|||||||||||||||
2021 | $ | 933,411 | $ | 2,575,043 | $ | 1,226,715 | $ | 2,002,168 | $ | 214,989 | $ | 6,952,326 | |||||||||||||||||||||||
Michel Lagarde
Executive Vice President and
|
2023 | $ | 1,099,210 | $ | 3,025,589 | $ | 2,004,706 | $ | 912,674 | $ | 206,712 | $ | 7,248,891 | ||||||||||||||||||||||
|
2022 |
|
$ |
1,068,630 |
|
$ |
2,856,932 |
|
$ |
1,910,056 |
|
$ |
2,020,353 |
|
$ |
207,552 |
|
$ |
8,063,523 |
|
|||||||||||||||
2021 | $ | 959,153 | $ | 3,195,811 | $ | 3,541,191 | $ | 2,057,386 | $ | 230,365 | $ | 9,983,906 | |||||||||||||||||||||||
Gianluca Pettiti Executive Vice President |
2023 | $ | 868,836 | $ | 2,449,680 | $ | 1,622,562 | $ | 627,299 | $ | 163,506 | $ | 5,731,883 | ||||||||||||||||||||||
|
2022 |
|
$ |
768,630 |
|
$ |
2,176,836 |
|
$ |
1,455,183 |
|
$ |
1,263,628 |
|
$ |
76,430 |
|
$ |
5,740,707 |
|
|||||||||||||||
2021 | $ | 611,647 | $ | 2,506,068 | $ | 2,493,936 | $ | 958,176 | $ | 36,057 | $ | 6,605,884 | |||||||||||||||||||||||
Lisa P. Britt
Senior Vice President and
|
2023 | $ | 695,268 | $ | 1,008,529 | $ | 668,291 | $ | 401,587 | $ | 115,786 | $ | 2,889,461 |
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
CASPER MARC N | Chairman & CEO | 131,175 | 5,000 |
CASPER MARC N | Director | 101,192 | 5,000 |
Williamson Stephen | Sr. VP and CFO | 27,393 | 18,700 |
Williamson Stephen | Director | 19,399 | 12,674 |
Lagarde Michel | Director | 18,134 | 0 |
Pettiti Gianluca | Executive Vice President | 17,556 | 0 |
Britt Lisa P. | Director | 17,323 | 0 |
Pettiti Gianluca | Director | 16,663 | 0 |
MANZI JIM P | Director | 14,807 | 0 |
Chai Nelson | Director | 13,909 | 0 |
Boxer Michael A | SVP and General Counsel | 12,901 | 0 |
Boxer Michael A | Director | 12,546 | 0 |
WEISLER DION J | Director | 4,516 | 0 |
Holmes Joseph R. | Director | 1,786 | 0 |
Holmes Joseph R. | VP & Chief Accounting Officer | 1,575 | 0 |
Spar Debora L | Director | 1,207 | 0 |