Cooper TIre & Rubber 11-K/Bowling Green-Sealings
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission File No. 1-4329

Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green – Sealing)

COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)

     
DELAWARE   34-4297750
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)

(419) 423-1321
(Registrant’s telephone number, including area code)

 


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FORM 11-K
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
EXHIBITS:
SIGNATURES
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Financial Statements and Supplemental Schedule
Report of Independent Auditors
Statements of Assets Available for Benefits
Statement of Changes in Assets Available for Benefits
Notes to Financial Statements
Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year)
EX-23 Consent
EX-99 Certification


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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green – Sealing)

ITEM 1. Not applicable.

ITEM 2. Not applicable.

ITEM 3. Not applicable.

ITEM 4. FINANCIAL STATEMENTS OF THE PLAN

The Financial Statements of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green — Sealing) for the fiscal year ended December 31, 2002, together with the report of Ernst & Young LLP, independent auditors, are attached to this Annual Report on Form 11-K. The Financial Statements and the notes thereto are presented in lieu of the financial statements required by items 1, 2 and 3 of Form 11-K and were prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974.

EXHIBITS:

(23) Consent of Independent Auditors

(99) Certification Pursuant To 18 U.S.C. § 1350

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed by the undersigned, thereunto duly authorized.

  COOPER TIRE & RUBBER COMPANY
 
 
  /s/ Philip G. Weaver

PHILIP G. WEAVER
Vice President and Chief Financial Officer
Plan Administrator

Date: June 26, 2003

 


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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

December 31, 2002 and 2001
Year Ended December 31, 2002 with Report of Independent Auditors

 


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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

Financial Statements and Supplemental Schedule

December 31, 2002 and 2001
Year Ended December 31, 2002

Table of Contents

         
Report of Independent Auditors
    1  
 
       
Financial Statements
       
 
       
Statements of Assets Available for Benefits
    2  
Statement of Changes in Assets Available for Benefits
    3  
Notes to Financial Statements
    4  
 
       
Supplemental Schedule
       
 
       
Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year)
    9  

 


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Report of Independent Auditors

Pre-Tax Savings Plan Committee
Cooper Tire & Rubber Company
    Pre-Tax Savings Plan (Bowling Green — Seal)

We have audited the accompanying statements of assets available for benefits of the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green — Seal) (“Plan”) as of December 31, 2002 and 2001, and the related statement of changes in assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

May 19, 2003

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

Statements of Assets Available for Benefits

                 
    December 31
   
    2002   2001
   
 
Investments, at market:
               
     Interest in investment trust
  $ 1,627,428     $ 1,553,947  
     Mutual funds
    1,375,144       1,392,814  
 
   
     
 
 
    3,002,572       2,946,761  
Cash
    12,313       12,075  
Receivables:
               
     Employer contributions
    177,536       29,882  
     Interest receivable
    33       50  
 
   
     
 
Assets available for benefits
  $ 3,192,454     $ 2,988,768  
 
   
     
 

See accompanying notes.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

Statement of Changes in Assets Available for Benefits

Year Ended December 31, 2002

         
Additions:
       
     Employer contributions
  $ 177,536  
     Participant contributions
    467,309  
     Interest and dividends
    85,647  
 
   
 
Total additions
    730,492  
         
Deductions:
       
     Net depreciation in fair value of investments
    342,410  
     Participant withdrawals
    184,396  
 
   
 
Total deductions
    526,806  
 
   
 
Net increase
    203,686  
         
Assets available for benefits at beginning of year
    2,988,768  
 
   
 
Assets available for benefits at end of year
  $ 3,192,454  
 
   
 

See accompanying notes.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

December 31, 2002

Notes to Financial Statements

1. Description of Plan

The following description of Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green — Seal) (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all hourly employees who have completed 30 days of continuous credited service and are covered by the collective bargaining agreement between the United Steelworkers of America Local #1042 and Cooper Tire & Rubber Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Each year, participants may contribute up to 15 percent of their pretax compensation. Participants may direct their contributions to any of the Plan’s investment fund options.

The employer contributions to the Plan are made annually by the Company as provided in the Plan document and at the discretion of the Company’s Board of Directors. All employer contributions are invested in Cooper Tire & Rubber Company common stock until they become vested, after which they are invested as directed by the participant.

Participant Accounts

Individual accounts are maintained for each participant in the Plan. Each participant’s account is credited with the participant’s contributions, their allocation of the Company’s contributions and Plan earnings.

Forfeitures

At December 31, 2002 forfeited nonvested accounts totaled $39,826. These accounts will be used to reduce future employer contributions. In 2002, no forfeited nonvested accounts were used to reduce employer contributions.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green – Seal)

December 31, 2002

Notes to Financial Statements (continued)

1. Description of Plan (continued)

Vesting

The participants are immediately vested in their contributions plus actual earnings thereon. After five years, the participants are vested in the Company’s contributions plus actual earnings thereon.

Participant Withdrawals

In the event of retirement, death, termination, permanent disability or other separation from service, participants are entitled to receive an amount equal to the value of the vested interest in their accounts. Payment of benefits may be taken in a lump sum distribution or in two lump sum installments.

In the event of hardship, as defined, participants may make a partial or full distribution of their accounts, subject to certain tax withholdings.

Termination of the Plan

Although it has not expressed any intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

Investment Valuation and Recognition

Except for the investment contracts held in the Investment Trust, the Plan’s investments are stated at fair value, which equals the quoted market price on the last business day of the plan year. The shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green – Seal)

December 31, 2002

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Investment Valuation and Recognition (continued)

Investment contracts are recorded at their contract values, which represent contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. There are no reserves against contract values for credit risk of contract issues or otherwise. The average yield was approximately 5.1% in 2002. The crediting interest rate for these investment contracts is reset monthly by the issuer but cannot be less than zero and ranged from 2.1% to 6.4% at December 31, 2002.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Administrative Expenses

The Company pays the administrative expenses of the Plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3. Investments

During 2002, the Plan’s investments (including investments purchased, sold as well as held during the year) depreciated in fair value as follows:

         
Investment in investment trust
  $ (59,526 )
Mutual funds
    (282,884 )
 
   
 
 
  $ (342,410 )
 
   
 

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green – Seal)

December 31, 2002

Notes to Financial Statements (continued)

3. Investments (continued)

Investments that exceed 5% of the Plan assets available for benefits are as follows:

                 
    December 31
   
    2002   2001
   
 
American Washington Mutual Investors Fund
  $ 648,875     $ 672,619  
Investment Company of America Fund
    548,296       562,030  

4. Investment Trust

Certain investments of the Plan are held in an Investment Trust, which also combines similar investments of the other defined contribution plans sponsored by the Company. The Plan’s interest in the Investment Trust was determined by the Plan’s relative asset value to the Investment Trust’s total asset value at the end of the year. Investment income is allocated to the Plan based on its pro-rata share in the net assets of the Investment Trust.

At December 31, 2002 and 2001, the Plan’s interest in the net assets of the Investment Trust was approximately 0.7% and 0.4%, respectively.

The following presents the fair value of the investments in the Investment Trust:

                   
      December 31
     
      2002   2001
     
 
Cooper Tire & Rubber Company common stock*
  $ 124,386,354     $ 141,871,696  
Investment contracts
    119,169,527       69,409,794  
Money market mutual fund
    4,013,166       4,777,526  
 
   
     
 
 
Total assets
  $ 247,569,047     $ 216,059,016  
 
   
     
 

*Nonparticipant-directed

The fair value of the investment contracts was $122,235,019 and $65,893,809 at December 31, 2002 and 2001, respectively.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

December 31, 2002

Notes to Financial Statements (continued)

4. Investment Trust (continued)

Investment income for the Investment Trust for the year ended December 31, 2002 is as follows:

           
Interest and dividends
  $ 9,456,742  
Net appreciation of fair value of investments:
       
 
Common stock
    4,545,497  
 
Money market mutual fund
     

5. Nonparticipant-Directed Investment

Cooper Tire & Rubber Company common stock is a nonparticipant-directed investment. Information about the significant components of changes in net assets related to the nonparticipant-directed investment for the year ended December 31, 2002 is as follows:

         
Contributions
  $ 9,829,415  
Dividends
    3,408,746  
Net appreciation in fair value of investment
    4,545,497  
Participant withdrawals
    (6,847,107 )
Transfers out to other investment options
    (28,421,893 )

6. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated September 9, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

7. Related Party Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee, National City Bank, and, therefore, these transactions qualify as party-in-interest transactions. There have been no known prohibited transactions with a party-in-interest.

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Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green — Seal)

Employer ID # 34-4297750
Plan # 016

Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year)

December 31, 2002

                 
    Description of Investment        
Identity of Issue,   Including Maturity Date,        
Borrower, Lessor or   Rate of Interest, Collateral,   Current
Identity of Issue   Par or Maturity Value   Value

 
 
American Funds
  American Washington Mutual Investors Fund   $ 648,875  
American Funds
  Investment Company of America Fund     548,296  
Janus Funds
  Janus Worldwide Fund     60,808  
* National City Bank
  Armada Government Money Market Fund #509     39,826  
MFS Family of Funds
  Massachusetts Investors Growth Stock Funds     29,297  
Invesco Funds
  Dynamics Fund     22,171  
* National City Bank
  Armada Equity Index Fund #42     18,542  
Aim Funds Group
  Balanced Fund Class A Shares     7,329  
 
           
 
 
          $ 1,375,144  
 
           
 

*Party-in-interest.

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