Cooper Tire & Rubber Company Announces Accelerated Share Repurchase Program

FINDLAY, Ohio--(BUSINESS WIRE)--

Cooper Tire & Rubber Company CTB today announced that it has entered into an accelerated share repurchase (ASR) program with J.P. Morgan Chase Bank, N.A. Under the ASR agreement, the company will repurchase an aggregate of $200 million of its common stock. Cooper will receive approximately 80 percent of the number of shares to be repurchased at the inception of the ASR program, or approximately 5.6 million shares, based on the closing price on August 6, 2014. The total number of shares to be repurchased will be determined on final settlement. The number of shares to be delivered at the completion of the program, net of the initial delivery, will be based primarily on the volume-weighted average price of Cooper's common stock during the term of the ASR, less a discount and subject to certain adjustments. The term of the ASR is scheduled to run from August 7, 2014, until February 2015, and may be shortened at the option of J.P. Morgan. As of July 31, Cooper had approximately 63.6 million outstanding common shares.

“Cooper is in a strong financial position, and the accelerated share repurchase demonstrates our commitment to continuing to deliver value to shareholders. Our board also declared Cooper's 170^th consecutive dividend yesterday, and we intend to continue to invest in important growth opportunities to provide increased shareholder value over the long term,” commented Roy Armes, Cooper's Chairman, Chief Executive Officer, and President.

Forward Looking Statements

This release contains what the Company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections, expectations or matters that the Company anticipates may happen with respect to the future performance of the industries in which the Company operates, the economies of the United States and other countries, or the performance of the Company itself, which involve uncertainty and risk. Such “forward-looking statements” are generally, though not always, preceded by words such as “anticipates,” “expects,” “will,” “should,” “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of the Company's current views and perceptions of future events, and there can be no assurance that such statements will prove to be true.

It is possible that actual results may differ materially from those projections or expectations due to a variety of factors, including but not limited to:

• a variety of factors, including market conditions, may affect the actual amount expended on stock repurchases under the ASR program; changes in the Company's results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of its ASR program, which may occur at any time; the Company's ability to consummate the transactions contemplated by the ASR agreement;
• volatility in raw material and energy prices, including those of rubber, steel, petroleum based products and natural gas and the unavailability of such raw materials or energy sources;
• the failure of the Company's suppliers to timely deliver products in accordance with contract specifications;
• changes in economic and business conditions in the world;
• failure to implement information technologies or related systems, including failure by the Company to successfully implement an ERP system;
• 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 stockholders lawsuits relating to the Apollo merger as well as products liability claims, in each case which could result in commitment of significant resources and time to defend and possible material damages against the Company or other unfavorable outcomes;
• changes to tariffs or the imposition of new tariffs or trade restrictions;
• changes in pension expense and/or funding resulting from investment performance of the Company's pension plan assets and changes in discount rate, salary increase rate, and expected return on plan assets assumptions, or changes to related accounting regulations;
• government regulatory and legislative initiatives including environmental and healthcare matters;
• volatility in the capital and financial markets or changes to the credit markets and/or access to those markets;
• 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;
• the risks associated with doing business outside of the United States;
• 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, including CCT, 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;
• failure to successfully integrate acquisitions into operations or their related financings may impact liquidity and capital resources;
• the ability to sustain operations at CCT, including obtaining financial and other operational data of CCT;
• changes in the Company's relationship with its joint-venture partners, or changes in the ownership structure of its joint ventures, including changes resulting from the previously announced agreement between the Company and the CCT joint-venture partner;
• 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;
• inability to use deferred tax assets; and
• the ultimate outcome of legal actions brought by the Company against wholly-owned subsidiaries of Apollo Tyres Ltd.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this release are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected.

The Company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. Further information covering issues that could materially affect financial performance is contained in the Company's periodic filings with the U. S. Securities and Exchange Commission (“SEC”).

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company CTB is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies located in 11 countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.