UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~February 21~~April 20, 2021

LOGO

Cooper Tire & Rubber Company

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-04329	34-4297750
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

701 Lima Avenue, Findlay, Ohio		45840
701 Lima Avenue Findlay, Ohio		45840
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K ~~filling~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e.-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value per share	CTB	New York Stock Exchange
(Title of Each Class)	(TradingSymbol)	(Name of Each Exchangeon which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~February~~previously announced, on February 22, 2021, Cooper Tire & Rubber Company, ~~a Delaware corporation~~ (~~the~~ “~~Company~~Cooper Tire”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear”), and Vulcan Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Goodyear (“Merger Sub” ~~and, together with Goodyear, the “Parent Parties”~~). The Merger Agreement provides that, among other things and subject to the terms and conditions ~~set~~of ~~forth in~~ the Merger Agreement, Merger Sub will ~~merge~~be merged with and into ~~the~~Cooper ~~Company (the “Merger”)~~Tire, with ~~the~~Cooper ~~Company~~Tire surviving and continuing as the surviving corporation ~~and~~in the merger as a wholly owned subsidiary of Goodyear (such transaction, the “Merger”).

~~The~~In ~~board~~connection ofwith ~~directors~~the ofMerger, ~~the~~Cooper ~~Company~~Tire ~~has~~filed ~~unanimously~~a ~~approved~~definitive proxy statement/prospectus (the ~~Merger~~“Proxy ~~Agreement~~Statement”) with the U.S. Securities and ~~resolved~~Exchange toCommission ~~recommend~~(the “SEC”) on April 2, 2021. As disclosed in the ~~adoption~~Proxy Statement, and as is common in transactions of ~~the~~this ~~Merger~~type, ~~Agreement~~several lawsuits have been filed by purported stockholders challenging the ~~Company~~completeness ~~stockholders,~~and ~~who~~accuracy ~~will~~of bethe ~~asked~~disclosures toin ~~vote~~Goodyear’s registration statement on ~~the~~Form ~~adoption~~S-4 ofdated March 19, 2021, which was subsequently amended and declared effective by the ~~Merger~~SEC ~~Agreement~~on atApril 1, a2021, ~~special~~and seeking to compel additional disclosures prior to a stockholders meeting and/or closing of the transaction.

AtThe ~~the~~supplemental ~~effective~~disclosures ~~time~~contained ofbelow ~~the~~should ~~Merger~~be ~~and~~read ~~upon~~in ~~consummation~~conjunction ofwith the ~~Merger~~Proxy Statement, ~~subject~~which tois ~~the~~available ~~terms~~on ~~and~~the ~~conditions~~Internet ~~set~~site ~~forth~~maintained inby the ~~Merger~~SEC ~~Agreement~~at http://www.sec.gov, ~~each~~along ~~share~~with ofperiodic ~~the~~reports ~~Company’s~~and ~~common~~other ~~stock~~information ~~issued~~Cooper Tire and ~~outstanding~~Goodyear ~~immediately~~file ~~prior~~with to the ~~effective~~SEC. ~~time~~To of the ~~Merger~~extent ~~(other~~that ~~than~~the ~~dissenting~~information ~~shares,~~set ~~stock~~forth ~~options,~~herein ~~restricted~~differs ~~stock~~from ~~units,~~or ~~performance~~updates ~~stock~~information ~~units,~~contained ~~treasury~~in ~~shares held by~~ the ~~Company~~Proxy ~~and~~Statement, ~~shares of~~ the ~~Company’s~~information ~~common~~set ~~stock~~forth ~~owned~~herein ~~directly~~shall supersede or ~~indirectly~~supplement by the ~~Company,~~information ~~Goodyear~~in orthe ~~Merger~~Proxy ~~Sub)~~Statement. ~~will~~All bepage ~~converted~~references ~~into~~are ~~the right~~ to ~~receive~~pages ~~$41.75~~in ~~per~~the ~~share~~Proxy inStatement, ~~cash~~ and ~~0.907~~terms ofused abelow, ~~share~~unless ~~(the~~otherwise ~~“Exchange~~defined, ~~Ratio”)~~have ofthe ~~Goodyear~~meanings ~~common~~set ~~stock~~forth ~~(as well as cash~~ in ~~lieu of any fractional shares of Goodyear common stock) (~~the ~~“Merger~~Proxy ~~Consideration”)~~Statement.

~~With~~Litigation ~~regard~~Relating to the Merger Consideration, if the aggregate number of shares of Goodyear common stock to be issued in connection with the Merger would exceed 19.9% of the shares of Goodyear common stock issued and outstanding immediately prior to the closing of the Merger (the “Share Cap”), (1) the Exchange Ratio will be reduced by the smallest number that causes the total number of shares of Goodyear common stock to not exceed the Share Cap and (2) the amount of cash per share to be received by the Company’s shareholders will be increased by an amount in cash on a per share basis to offset such adjustment.

AtOn ~~the~~March 19, ~~effective~~2021, ~~time~~a ofpurported ~~the~~Cooper ~~Merger~~Tire ~~and~~stockholder ~~upon~~filed ~~consummation~~an ofaction ~~the~~against ~~Merger,~~Cooper ~~subject~~Tire ~~to the terms~~ and ~~conditions set forth in~~ the ~~Merger~~members ~~Agreement, (1) each outstanding and unexercised option to purchase shares~~ of the ~~Company’s~~Cooper ~~common~~Tire ~~stock~~Board, ~~whether~~captioned ~~vested~~Stein orv. ~~unvested,~~Cooper ~~will be converted into the right to receive an amount in cash equal to the product of (A)~~Tire ~~the~~& ~~total~~Rubber ~~number of shares of the~~ Company’s, ~~common~~et ~~stock subject to such option and (B) the excess~~al., ifNo. ~~any~~1:21-cv-00407, ofin ~~(i)~~ the ~~sum~~United ofStates ~~(x)~~District ~~$41.75~~Court ~~plus~~for ~~(y)~~ the ~~product~~District ~~obtained~~of ~~by multiplying 0~~Delaware.~~907~~ byOn ~~the~~March 25, ~~volume~~2021, ~~weighted~~a ~~average~~purported ~~price~~Cooper ofTire ~~Goodyear~~stockholder ~~common~~filed ~~stock~~an ~~for~~action ~~the~~against 10Cooper ~~consecutive~~Tire ~~trading~~and ~~days ending two trading days prior to~~ the ~~effective~~members ~~time~~ of the ~~Merger~~Cooper asTire ~~reported by Bloomberg~~Board, ~~L.P.~~captioned ~~(the sum of (x)~~Miles ~~and~~v. Cooper ~~(y), the “per share cash equivalent”) over (ii)~~Tire ~~the~~& ~~exercise~~Rubber ~~price per share of the~~ Company’s, ~~common~~et ~~stock set forth in such option~~al., ~~less~~No. ~~any required withholding taxes; (~~2~~) each outstanding stock unit award subject to performance~~:21-based vesting conditions that has been notionally earned for measurement periods completed prior to the effective time of the Merger but not yet settled will be converted into the right to receive the Merger Considerationcv-06762, ~~less any required withholding taxes,~~ in ~~respect of~~ the ~~number~~United ofStates ~~shares~~District ofCourt ~~the Company’s common stock determined based on actual achievement of the applicable performance goals~~ for ~~such measurement periods; (3) each outstanding stock unit award subject to performance-based vesting conditions for a measurement period that has begun and is not complete as of~~ the ~~effective~~District ~~time~~ of ~~the~~New ~~Merger~~Jersey. ~~will~~On ~~be converted into the right to receive the Merger Consideration~~March 26, ~~less any required withholding taxes~~2021, ina ~~respect~~purported ofCooper ~~the~~Tire ~~number~~stockholder offiled ~~shares~~an ofaction ~~the~~against ~~Company’s~~Cooper ~~common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance~~Tire, ~~prorated for~~ the ~~number~~members of ~~days between~~ the ~~commencement~~Cooper ofTire ~~the~~Board, ~~applicable~~Goodyear ~~measurement period~~ and ~~the effective time of the~~ Merger asSub, ~~compared~~captioned toGriffin ~~the~~v. ~~number~~Cooper ~~of days in the entire measurement period; (4)~~Tire ~~each~~& ~~outstanding~~Rubber ~~stock~~Company, ~~unit~~et ~~award~~al., ~~that~~No. ~~is not subject to performance~~1:21-~~based vesting conditions will be converted into the right to receive the Merger Consideration~~cv-00452, ~~less any required withholding taxes,~~ in ~~respect of~~ the ~~total~~United ~~number~~States ofDistrict ~~shares~~Court ~~of the Company’s common underlying such stock unit award; (5) each outstanding or payable performance cash unit award that has been notionally earned~~ for ~~measurement periods completed prior to~~ the ~~effective~~District ~~time~~ of ~~the~~Delaware. ~~Merger~~On ~~but not yet settled will be converted into the right to receive an amount in cash~~April 5, ~~less any required withholding taxes~~2021, ~~equal~~following to the ~~product~~filing of ~~(A)~~ the ~~number~~Proxy ofStatement, ~~performance~~a ~~cash~~purported ~~units~~Cooper ~~determined~~Tire ~~based~~stockholder onfiled ~~actual~~an ~~achievement~~action ofagainst ~~the~~Cooper ~~applicable~~Tire ~~performance goals for such measurement periods~~ and ~~(B) $1.00; (6) each outstanding or payable performance cash unit award for a measurement period that has begun and is not complete as of~~ the ~~effective~~members ~~time~~ of the ~~Merger~~Cooper ~~will~~Tire beBoard, ~~converted~~captioned ~~into~~Rosenfeld ~~the~~Family ~~right~~Foundation tov. ~~receive~~Cooper ~~an amount in cash,~~ Tire

~~less~~2 any required withholding taxes, equal to the product of (A) the number of performance cash units determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the applicable measurement period and the effective time of the Merger as compared to the number of days in the entire measurement period, and (B) $1.00; (7) all account balances, whether or not vested, that provide for the deferral of compensation and represent amounts notionally invested in a number of shares of the Company’s common stock or otherwise provide for distributions or benefits that are calculated based on the value of a share of the Company’s common stock will be converted into a right to have allocated to the holder’s account under such deferred compensation plan an amount denominated in cash equal to the product of (A) the number of shares of the Company’s common stock deemed invested under or otherwise referenced by such account as of the effective time of the Merger and (B) the per share cash equivalent; and (8) each share of the Company’s common stock that remains available for issuance pursuant to any of the Company’s stock plans as of the effective time of the Merger will be converted at the effective time of the Merger into the number of shares of Goodyear common stock equal to the product of (A) the number of such residual shares and (B) the sum of (i) 0.907 and (ii) the quotient obtained by dividing (x) $41.75 by (y) the volume weighted average price of Goodyear common stock for the 10 consecutive trading days ending two trading days prior to the effective time of the Merger as reported by Bloomberg, L.P.

~~Consummation~~ & ofRubber ~~the Merger is subject to the satisfaction or (subject to the extent permitted by applicable law) waiver of certain customary closing conditions~~Company, ~~including~~et ~~(1) the adoption of the Merger Agreement by a majority of the stockholders of the Company~~al., ~~(2) the~~No. ~~expiration or termination of any applicable waiting period under the Hart~~1:21-~~Scott~~cv-~~Rodino Antitrust Improvements Act of 1976 and certain other regulatory filings~~00497, ~~consents and approvals, (3) the absence of any laws or orders~~ in ~~any jurisdiction in which Goodyear or~~ the ~~Company~~United ~~has~~States ~~material~~District ~~business~~Court ~~operations~~for ~~prohibiting~~ the ~~consummation~~District of ~~the~~Delaware. ~~Merger,~~On ~~(4)~~April ~~Goodyear’s~~6, ~~registration~~2021, ~~statement~~a onpurported ~~Form~~Cooper ~~S-4~~Tire ~~having~~stockholder ~~become~~filed ~~effective~~an ~~under~~action ~~the~~against ~~Securities~~Cooper ~~Act~~Tire ~~of 1933~~ and the ~~absence~~members of ~~any stop order or action or proceeding by or before~~ the ~~Securities~~Cooper ~~and~~Tire ~~Exchange Commission (the “SEC”) seeking a stop order~~Board, ~~(5) the~~captioned ~~common~~Parshall ~~stock~~v. ofCooper ~~Goodyear issuable in connection with the Merger having been approved for listing on the Nasdaq Global Select Market, (6)~~Tire ~~the~~& ~~absence~~Rubber ~~of a material adverse effect on the~~ Company, ~~and~~et ~~Goodyear~~al., ~~(7) subject~~No. ~~to certain materiality exceptions~~1:21-cv-00504, ~~the~~in ~~accuracy of~~ the ~~respective~~United ~~representations~~States ~~and~~District ~~warranties~~Court offor ~~each of~~ the ~~Company~~District ~~and the Parent Parties and (8) the performance or compliance by the Company and the Parent Parties with their respective covenants and agreements in all material respects. Consummation~~ of ~~the Merger is not subject to a financing condition~~Delaware.

~~Each~~Cooper ofTire ~~the Parent Parties~~ and ~~the~~Goodyear ~~Company~~believe ~~has~~that ~~made~~these ~~customary~~claims ~~representations~~are ~~and~~without ~~warranties~~merit ~~in the Merger Agreement. Each of the Parent Parties~~ and ~~the~~no ~~Company~~supplemental ~~has~~disclosures ~~agreed~~are torequired ~~use~~under ~~reasonable~~applicable ~~best~~law. ~~efforts~~However, toin ~~cause~~an ~~the~~effort ~~Merger~~ to beeliminate ~~consummated in~~ the ~~most~~burden, ~~reasonably~~expense ~~expeditious~~and ~~manner~~uncertainties ~~possible.~~inherent ~~The Company has agreed to various covenants~~ in ~~the~~such ~~Merger Agreement~~litigation, ~~including,~~and ~~among~~without ~~other~~admitting ~~things,~~any ~~(1) to~~liability ~~conduct~~or ~~its~~wrongdoing, ~~business~~Cooper inTire ~~the~~and ~~ordinary~~Goodyear ~~course~~are ~~consistent~~voluntarily ~~with~~making ~~past~~certain ~~practice~~supplemental ~~during~~disclosures ~~the~~to ~~period between~~ the ~~execution~~Proxy ofStatement, ~~the~~which ~~Merger~~are ~~Agreement~~set ~~and~~forth ~~the~~below. ~~closing~~Nothing ofin ~~the~~these ~~Merger,~~supplemental ~~(2) to~~disclosures ~~call~~shall abe ~~special~~deemed ~~meeting~~an admission of the ~~stockholders~~legal tonecessity ~~adopt~~or ~~the~~materiality ~~Merger~~under ~~Agreement~~applicable ~~and~~law ~~(3) not~~of toany ~~solicit~~of ~~alternative acquisition proposals. The Parent Parties have also agreed to various covenants in~~ the ~~Merger~~disclosures ~~Agreement, including, subject to certain exceptions~~ set forth inherein. ~~the~~Cooper ~~Merger~~Tire ~~Agreement,~~and ~~taking~~Goodyear, oras ~~causing their subsidiaries to take~~applicable, ~~any~~specifically ~~and~~deny all ~~actions~~allegations ~~required~~in tothe ~~obtain~~foregoing ~~all required regulatory approvals~~complaints, ~~provided~~including that ~~the Parent Parties are not required to take~~ any ~~action~~additional ~~that~~disclosure ~~would~~was ~~reasonably be expected to result in~~ or ~~be a Burdensome Condition (as that term~~ is ~~defined in the Merger Agreement)~~required.

~~The~~SUPPLEMENTAL ~~Merger~~PROXY ~~Agreement~~STATEMENT ~~contains~~DISCLOSURES certain customary termination rights that may be exercised by either the Company or the Parent Parties, including in the event that (1) all parties agree by mutual written consent to terminate the Merger Agreement, (2) the Merger is not consummated by November 22, 2021 (the “Outside Date”), which under certain circumstances may be extended to February 22, 2022 and subsequently extended through May 23, 2022, including, in each case, if required regulatory approvals have not been obtained, (3) any laws or orders in any jurisdiction in which Goodyear or the Company has material business operations permanently restraining or otherwise prohibiting (or making illegal) the consummation of the Merger have become final and non-appealable or (4) the approval required from the Company’s stockholders is not obtained.

~~Prior~~The tosection ~~obtaining the approval~~ of the ~~Company’s~~Proxy ~~stockholders,~~Statement ~~the~~entitled ~~Company~~“THE ~~may~~MERGER—Background ~~terminate~~of the Merger ~~Agreement in order to enter into an unsolicited alternative acquisition proposal that constitutes a “Company Superior Proposal~~” ~~(as that term~~ is ~~defined~~amended ~~in the Merger Agreement), subject to the Company having first entered into an acceptable confidentiality agreement~~ and ~~having~~supplemented ~~complied~~as ~~with~~follows: ~~certain notice obligations and matching right obligations and having made, or concurrently making, payment of a termination fee equal to $83,401,678 in cash (the~~

~~“Termination Fee”) to Goodyear.~~ The ~~Company~~disclosures ~~may~~on ~~also~~pages ~~terminate~~52, ~~the~~54 ~~Merger~~and ~~Agreement~~56 ifare ~~Goodyear~~amended ~~breaches~~and ~~any~~supplemented ofby ~~its~~adding ~~representations,~~the ~~warranties~~sentence, ~~covenants~~“See or“Opinion ~~agreements~~of ~~contained~~Cooper inTire’s ~~the~~Financial ~~Merger~~Advisor” ~~Agreement~~on ~~such~~page ~~that~~66 ~~the~~for ~~closing~~more ~~condition~~information.” ~~relating~~after ~~thereto~~each ~~would~~of ~~not~~the befollowing ~~satisfied~~sentences: ~~(subject to cure periods in certain circumstances).~~

In• ~~addition,~~On ~~prior~~page ~~to obtaining the approval of the Company’s stockholders~~52, ~~Goodyear~~in ~~may terminate~~ the ~~Merger~~third ~~Agreement~~paragraph iffollowing the ~~Company’s~~sentence ~~board of directors (the~~ “~~Board”)~~On ~~changes~~November ~~or adversely modifies its recommendation or~~23, ~~under certain circumstances~~2020, ~~fails~~Goldman toSachs ~~reaffirm~~delivered its approval or recommendation, that the Company’s stockholders vote in favor of the adoption of the Merger Agreement. Goodyear may also terminate the Merger Agreement if the Company breaches any of its representations, warranties, covenants or agreements contained in the Merger Agreement such that the closing condition relating thereto would not be satisfied (subject to ~~cure~~Cooper ~~periods~~Tire ina ~~certain~~relationship ~~circumstances).~~disclosure letter.”

~~The~~• ~~Merger~~On ~~Agreement~~page provides that the Company will also be required to pay Goodyear the Termination Fee (1) if Goodyear terminates the Merger Agreement because the Board changes or adversely modifies its recommendation or54, ~~under certain circumstances, fails to reaffirm its approval or recommendation, that the Company’s stockholders vote~~ in ~~favor of~~ the ~~adoption~~fifth offull ~~the~~paragraph ~~Merger~~following ~~Agreement; or (2) if (a)~~ the ~~Merger~~sentence ~~Agreement~~“Also ~~is terminated by either party~~ on orJanuary ~~after the Outside Date (and any extensions thereto)~~21, ~~or is terminated by either party because the Company’s stockholders do not adopt the Merger Agreement~~2021, ~~(b) prior~~Goldman toSachs ~~such~~delivered termination a Company Takeover Proposal (as that term is defined in the Merger Agreement) has been made and (c) within one year following such termination, the Company or any of its subsidiaries enters into a definitive agreement with respect to ~~any~~Cooper ~~Company~~Tire ~~Takeover~~an ~~Proposal~~updated orrelationship ~~any~~disclosure ~~transactions contemplated by any Company Takeover Proposal are consummated~~letter. ”

~~The~~• ~~foregoing~~On ~~description~~page of56, ~~the~~in ~~Merger and~~ the ~~Merger~~third ~~Agreement~~paragraph ~~and~~following the ~~transactions~~sentence ~~contemplated~~“Also ~~thereby~~on ~~does~~February ~~not purport to be complete and is qualified in its entirety by the actual Merger Agreement~~16, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company2021, ~~Goodyear~~Goldman orSachs ~~their~~delivered ~~respective subsidiaries or affiliates or~~ to ~~modify~~Cooper orTire ~~supplement~~an ~~any~~updated ~~factual~~relationship ~~disclosures~~disclosure ~~about the Company or Goodyear included in their public reports filed with the SEC~~letter. ”

~~Qualification~~The ofdisclosure ~~Representations~~in the second paragraph on page 55 is amended and ~~Warranties~~supplemented by:

~~The~~• ~~Merger Agreement contains representations and warranties made by the Company and the Parent Parties to, and solely for the benefit of, each other. The assertions embodied~~ in the ~~representations~~first ~~and~~sentence ~~warranties contained in the Merger Agreement are qualified by information in confidential disclosure letters provided by the parties to each other in connection with the signing~~ of ~~the~~such ~~Merger~~paragraph ~~Agreement.~~adding ~~While~~ the ~~Company~~clause ~~does not believe that these disclosure letters contain information that the securities laws require the parties to publicly disclose~~“, ~~other~~which ~~than~~did ~~information~~not ~~that has already been so disclosed, they do~~ contain ~~information~~a ~~that~~standstill ~~modifies~~provision,” ~~qualifies~~following ~~and creates exceptions to~~ the ~~representations~~phrase ~~and~~“entered ~~warranties~~into ofa ~~the~~confidentiality ~~parties~~agreement” ~~set forth in the Merger Agreement. You should not rely on the representations~~ and ~~warranties~~before in the ~~Merger~~phrase ~~Agreement~~“to asdisclose ~~characterizations~~Cooper of the actual state of facts about the Company or the Parent Parties, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letters. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company and the Parent Parties rather than establishing matters as facts. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the partiesTire’s ~~public disclosures.~~ identity”;

~~Item~~• ~~5.03~~in ~~Amendments~~the tofirst ~~Articles~~sentence of ~~Incorporation~~such orparagraph ~~Bylaws;~~adding ~~Change~~the inphrase ~~Fiscal~~“and ~~Year~~the fact that Cooper Tire is exploring a potential strategic transaction” following the phrase “to disclose Cooper Tire’s identity” and before the phrase “on that same day”; and

~~On,~~• ~~and~~adding ~~effective as of, February 21, 2021,~~ the ~~Board~~following ~~approved~~sentence anafter ~~amendment to~~ the ~~Bylaws~~first ofsentence ~~the Company (as amended, the “Bylaws”), pursuant to which a new Article IX, Section 8 was added to (1) designate the Court~~ of ~~Chancery of the State of Delaware as the sole and exclusive forum for any action by a stockholder (in their capacity as~~ such) ~~that~~paragraph is“The ~~(a) any~~confidentiality ~~derivative~~agreement ~~action~~between orGoldman ~~proceeding~~Sachs ~~brought~~ (on behalf of ~~the~~Cooper ~~Company, (b~~Tire) ~~any~~ ~~action~~and ~~asserting~~Party aB ~~claim~~provided ofthat ~~breach~~if ofParty aB ~~fiduciary~~wished ~~duty owed by any director, officer or other employee of the Company~~ to ~~the~~pursue ~~Company or the Company’s stockholders, (c) any action asserting~~ a ~~claim~~strategic ~~arising~~transaction ~~pursuant~~with toCooper ~~any~~Tire, ~~provision~~then ofParty ~~the~~B ~~Delaware~~would ~~General~~enter ~~Corporation~~into ~~Law or the Certificate of Incorporation or the Bylaws (as either may be amended from time to time), or (d) any action asserting~~ a ~~claim~~standard ~~governed~~confidentiality byagreement ~~the~~with ~~internal~~Cooper ~~affairs~~Tire ~~doctrine,~~governing ~~and (2) designate~~ the ~~federal~~exchange ~~district courts~~ of ~~the United States of America as the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933~~non-public, toconfidential ~~the fullest extent permitted by law (the “Bylaw Amendment”)~~information. ”

The ~~foregoing~~disclosure ~~description~~in of the ~~Bylaw~~third ~~Amendment~~paragraph ~~does~~on ~~not~~page ~~purport~~55 ~~to be complete and~~ is ~~qualified in its entirety by the actual Bylaws, as~~ amended ~~by the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K~~ and issupplemented ~~incorporated herein~~ by: ~~reference.~~

~~Additional~~• ~~Information~~in the first sentence of such paragraph adding the clause “, which did not contain a standstill provision,” following the phrase “entered into a confidentiality agreement” and ~~Where~~before the phrase “to ~~Find~~disclose ItCooper Tire’s identity”;

~~This~~3 communication is being made in respect of a proposed business combination involving the Company and Goodyear. In connection with the proposed transaction, Goodyear will file with the SEC a Registration Statement on Form S-4 that includes the preliminary proxy statement of the Company and that will also constitute a prospectus of Goodyear. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Goodyear may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. The preliminary proxy statement/prospectus and this communication are not offers to sell Goodyear securities, are not soliciting an offer to buy Goodyear securities in any state where the offer and sale is not permitted and are not a solicitation of any vote or approval. The definitive proxy statement/prospectus will be mailed to stockholders of the Company.

~~GOODYEAR~~• ~~AND~~in ~~THE~~the ~~COMPANY~~first ~~URGE~~sentence ~~INVESTORS~~of ~~AND~~such ~~SECURITY~~paragraph ~~HOLDERS~~adding TOthe ~~READ~~phrase ~~THE~~“and ~~DEFINITIVE~~the ~~PROXY~~fact ~~STATEMENT/PROSPECTUS~~that ~~AND~~Cooper ~~OTHER~~Tire ~~DOCUMENTS~~is ~~FILED~~exploring ~~WITH~~a ~~THE~~potential ~~SEC~~strategic ~~CAREFULLY~~transaction” ~~AND~~following INthe ~~THEIR~~phrase ~~ENTIRETY~~“to ~~WHEN~~disclose ~~THEY~~Cooper ~~BECOME~~Tire’s ~~AVAILABLE~~identity” ~~BECAUSE~~and ~~THEY~~before ~~WILL~~the ~~CONTAIN~~phrase ~~IMPORTANT~~“on ~~INFORMATION~~that ~~ABOUT~~same ~~THE~~day”; ~~PROPOSED TRANSACTION.~~ and

~~Investors~~• ~~and~~in ~~security~~the ~~holders~~second ~~will~~sentence beof ~~able~~such toparagraph ~~obtain~~replacing ~~these~~in ~~materials~~its ~~(when~~entirety ~~they are available) and other documents filed with~~ the ~~SEC~~clause ~~free~~“which ofincluded ~~charge~~customary atnon-disclosure ~~the~~provisions ~~SEC’s~~and ~~website,~~a ~~www.sec.gov.~~standstill ~~Copies~~arrangement” ~~of documents filed~~ with the ~~SEC~~clause by“which ~~Goodyear~~included ~~(when~~customary ~~they~~non-disclosure ~~become~~provisions ~~available)~~to ~~may~~preserve bethe ~~obtained~~confidentiality ~~free~~ of ~~charge~~Cooper onTire ~~Goodyear’s~~information ~~website~~exchanged atand ~~www.goodyear.com~~an or18-month bystandstill ~~directing a written request to Computershare Investor Services~~provision, ~~P.O.~~which ~~Box~~provided ~~#43078,~~Party ~~Providence,~~C ~~RI 02940-3081. Copies of documents filed with~~ the ~~SEC~~ability byto ~~the~~make ~~Company~~offer ~~(when they become available) may be obtained free of charge~~ on ~~the Company’s website at www.coopertire.com or by directing~~ a ~~written~~confidential ~~request~~basis to Cooper Tire ~~& Rubber Company, 701 Lima Avenue, Findlay, Ohio 45840, c/o Jacob Drerup (investorrelations@coopertire~~.~~com).~~ ”

~~Participants~~The disclosure in the ~~Solicitation~~fourth paragraph on page 55 is amended and supplemented by:

~~Each~~• ~~of the Company, Goodyear and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants~~ in the ~~solicitation~~first ofsentence ~~proxies in respect~~ of ~~the~~such ~~proposed~~paragraph ~~transaction.~~adding ~~Information regarding these persons who may, under~~ the ~~rules~~clause ~~of the SEC~~“, bewhich ~~considered~~did ~~participants~~not incontain ~~the~~a ~~solicitation~~standstill ofprovision,” ~~the~~following ~~Company’s stockholders in connection with~~ the ~~proposed~~phrase ~~transaction~~“entered isinto ~~set~~a ~~forth~~confidentiality inagreement” ~~the proxy statement/prospectus described above filed with the SEC. Additional information regarding the Company’s executive officers~~ and ~~directors~~before ~~is included in~~ the ~~Company’s~~phrase ~~definitive~~“to ~~proxy~~disclose ~~statement,~~Cooper ~~which was filed with the SEC on March 26, 2020. Additional information regarding Goodyear~~Tire’s executive officers and directors is included in Goodyear’s definitive proxy statement, which was filed with the SEC on March 6, 2020. You can obtain free copies of these documents using the information in the paragraph immediately above. identity”;

~~Forward-Looking~~• ~~Statements~~in the first sentence of such paragraph adding the phrase “and the fact that Cooper Tire is exploring a potential strategic transaction” following the phrase “to disclose Cooper Tire’s identity” and before the phrase “on February 8, 2021”; and

~~This~~• ~~Current~~adding ~~Report~~the onfollowing ~~Form~~sentence ~~8-K~~after ~~includes “forward-looking statements” within~~ the ~~meaning~~first ofsentence ~~the Private Securities Litigation Reform Act~~ of ~~1995. You can identify forward-looking statements by words~~ such asparagraph “~~anticipate,”~~The ~~“believe,”~~confidentiality ~~“could,”~~agreement ~~“design,”~~between ~~“estimate,”~~Goldman ~~“expect,”~~Sachs ~~“forecast,”~~(on ~~“goal,”~~behalf ~~“guidance,”~~of ~~“imply,”~~Cooper ~~“intend,”~~Tire) ~~“may,”~~and ~~“objective,”~~Party ~~“opportunity,”~~D ~~“outlook,”~~provided ~~“plan,”~~that ~~“position,”~~if ~~“potential,”~~Party ~~“predict,”~~D ~~“project,”~~wished ~~“prospective,”~~to “pursue,” ~~“seek,”~~a ~~“should,”~~strategic ~~“strategy,”~~transaction ~~“target,”~~with ~~“will~~Cooper Tire,” ~~“would”~~then orParty ~~other~~D ~~similar~~would ~~expressions~~enter ~~that~~into ~~convey~~a ~~the~~standard ~~uncertainty~~confidentiality ofagreement ~~future events or outcomes. In accordance~~ with ~~“safe~~Cooper ~~harbor”~~Tire ~~provisions~~governing of the ~~Private~~exchange ~~Securities Litigation Reform Act~~ of ~~1995~~non-public, ~~these~~confidential statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statementsinformation. ”

~~Forward-looking~~The ~~statements~~section ~~include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: the ability to complete the proposed merger~~ of the ~~Company~~Proxy ~~and~~Statement ~~Goodyear~~entitled on“THE ~~anticipated~~MERGER— ~~terms~~Opinion ~~and timetable; the effect~~ of ~~restructuring~~Cooper or reorganization of business components; uncertainty and weaknesses in global economic conditions, including the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the CompanyTire’s ~~and~~Financial ~~Goodyear’s~~Advisor” ~~financial~~is ~~condition,~~amended ~~operations, distribution channels, customers~~ and ~~suppliers,~~supplemented as ~~well~~follows: as potentially exacerbating other factors discussed herein; continued 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, which may impact the price-adjustment calculations under sales contracts; the ability to cost-effectively achieve planned production rates or levels; the ability to successfully identify and consummate any strategic investments or development projects; the outcome of any contractual disputes with customers, joint venture partners or any other litigation or arbitration; impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes the ability to maintain adequate liquidity, level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of the business; the ability to continue to pay cash dividends, and the amount and timing of any cash dividends; availability of capital and ability to maintain adequate liquidity; 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; the ability of our customers, joint venture partners and third party service providers to meet their obligations on a timely basis or at all; adverse changes in interest rates and tax laws; and the potential existence of significant deficiencies or material weakness in our internal control over financial reporting.

WeThe ~~have~~disclosure based our forward-looking statements on our current expectations, estimates and projections about our industry and our partnership. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in ~~our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including~~ the ~~following:~~second ~~the~~paragraph failure to obtain approval of the transaction by the stockholders of the Company and the failure to satisfy various other conditions to the closing of the transaction contemplated by the Merger Agreement; the failure to obtain governmental approvals of the transaction on ~~the~~page ~~proposed~~64 ~~terms~~is ~~and~~amended ~~schedule,~~ and ~~any~~supplemented conditions imposed on the combined company in connection with consummation of the transaction; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers; the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the Merger; risks relating to any unforeseen liabilities of Goodyear or the Company; the 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; extensive governmental regulation; changes to tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on tires, raw materials or manufacturing equipment which the Company uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the U.S. from China or other countries, as well as changes to trade agreements resulting from the United Kingdom’s withdrawal from the European Union future laws and regulations or the manner in which they are interpreted and enforced; the inability to obtain and/or renew permits necessary for the operations; existing and future indebtedness may limit cash flow available; operating expenses could increase significantly if the price of electrical power, fuel or other energy sources increases; changes in credit ratings issued by: nationally recognized statistical rating organizations; risks involving the acts or omissions of our joint venture partners; natural disasters, weather conditions, disruption of energy, unanticipated geological conditions, equipment failures, and other unexpected events; a disruption in, or failure of our information technology systems, including those related to cybersecurity; failure of outside contractors and/or suppliers to perform; the cost and time to implement a strategic capital project may be greater than originally anticipated; reliance on estimates of recoverable reserves; and the risks that are described from time to time in Goodyear’s and the Company’s respective reports filed with the SEC.

We• ~~undertake~~replacing noin ~~obligation~~its toentirety ~~update~~the ~~any~~third ~~forward-looking~~sentence ~~statements~~of ~~except~~such paragraph with “Goldman Sachs first calculated the illustrative enterprise values of Cooper Tire for each of the fiscal years 2021 to 2024 by multiplying the ~~extent~~respective ~~required~~NTM EBITDA estimates for Cooper Tire of $596 million, $651 million, $745 million and $775 million, as reflected in the internal financial analyses and forecasts for fiscal years 2021, 2022, 2023 and 2024, respectively, for Cooper Tire prepared by ~~applicable~~Cooper ~~law~~Tire’s senior management, by illustrative NTM enterprise value to EBITDA multiples of 3.50x to 5.00x.”;

~~Item 9.01.~~• ~~Financial~~replacing ~~Statements~~in its entirety the fifth sentence of such paragraph with “Goldman Sachs then added the assumed amount of net cash of $224 million, $314 million, $423 million and ~~Exhibits.~~$657 million as of year-end for fiscal years 2021, 2022, 2023 and 2024, respectively, and subtracted the assumed minority interest of $25 million as of year-end for each of the fiscal years 2021 to 2024, per the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management, from such enterprise values in order to calculate the implied future equity values.”;

~~(d)~~• ~~Exhibits~~in the sixth sentence of such paragraph deleting the word “year-end” following the word “projected” and before the word “fully” and adding the phrase “as of the end of fiscal years 2021, 2022, 2023 and 2024, respectively, of approximately 51.1 million shares” following the phrase “Cooper Tire common stock outstanding” and before the phrase “as provided by Cooper Tire’s management”; and

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated February 22, 2021 by and among Cooper Tire & Rubber Company, The Goodyear Tire & Rubber Company and Vulcan Merger Sub Inc.*
3.1		Bylaws of the Company, as amended as of February 21, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

•

in the eighth sentence of such paragraph adding the phrase “$0.42, which is” following the phrase “such amounts” and before the phrase “the cumulative present value”.

*4 ~~Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits upon request.~~

The disclosure in the paragraph beginning on page 64 and continuing in the first partial paragraph on page 65 is amended and supplemented by:

•

in part (1) of the second sentence of such paragraph adding the clause “(see the sections described below in this proxy statement/prospectus titled “The Merger—Cooper Tire Unaudited Prospective Financial Information”)” following the phrase “prepared by Cooper Tire’s senior management”; and

•

in the last sentence of such paragraph adding the phrase “common stock of approximately 51.1 million shares” at the end of the first clause of such sentence.

The disclosure in the first full paragraph on page 65 is amended and supplemented by:

•

in the first sentence of such paragraph adding the phrase “the 30” following the phrase “the acquisition premia for” and before the phrase “transactions announced”.

The section of the Proxy Statement entitled “THE MERGER—Cooper Tire Unaudited Prospective Financial Information” is amended and supplemented as follows:

The disclosure on page 68 is amended and supplemented by:

•

replacing the “Cooper Tire Senior Management Projections” chart and its associated statements with the following:

Cooper Tire Senior Management Projections

(in millions)


	2021E			2022E			2023E			2024E			2025E
Revenue	$	3,070		$	3,128		$	3,255		$	3,370		$	3,545
EBITDA*	$	523		$	596		$	651		$	745		$	775
Depreciation and Amortization	$	173		$	191		$	211		$	233		$	245
EBIT**	$	350		$	405		$	440		$	513		$	530
Total Capex	$	325		$	325		$	349		$	312		$	287
D in Net Working Capital	$	(88	)	$	(29	)	$	(28	)	$	(26	)	$	(32	)

EBITDA is defined as earnings before interest, tax, depreciation and amortization and is calculated as EBIT plus depreciation and amortization. EBITDA does not include non-service pension benefit costs, foreign exchange gains or losses, income from unconsolidated joint ventures or other non-operational items.

**	EBIT is defined as earnings before interest and tax. EBIT includes non-service pension benefit costs, foreign exchange gains or losses, income from unconsolidated joint ventures and other non-operational items.

•

replacing the “Unlevered FCF Projections” chart and its associated statements with the following:

Unlevered FCF Projections

(in millions)


	2021E			2022E			2023E			2024E			2025E
Revenue	$	3,070		$	3,128		$	3,255		$	3,370		$	3,545
EBITDA	$	523		$	596		$	651		$	745		$	775
(+) Other Inc / (Exp) (Incl. Non-Service Pension Exp).	$	1		$	(25	)	$	(19	)	$	(14	)	$	(11	)
(-) Depreciation and Amortization	$	(173	)	$	(191	)	$	(211	)	$	(233	)	$	(245	)
EBIT	$	351		$	380		$	420		$	499		$	520
(-) Taxes	$	(77	)	$	(84	)	$	(92	)	$	(110	)	$	(114	)
NOPAT*	$	274		$	296		$	328		$	389		$	405
(+) Depreciation and Amortization	$	173		$	191		$	211		$	233		$	245
(-) Other (Incl. Net Pension Related Cash Outlay)**	$	(41	)	$	(11	)	$	(20	)	$	(19	)	$	(26	)
(-) Total Capex	$	325		$	325		$	349		$	312		$	287
D in Net Working Capital	$	(88	)	$	(29	)	$	(28	)	$	(26	)	$	(32	)
Unlevered FCF***	$	(7	)	$	122		$	142		$	265		$	305

*	NOPAT is defined as after-tax EBIT (including non-service pension benefit costs, foreign exchange gains and losses, income from unconsolidated joint ventures and other non-operational items).

**	Includes reversal of service cost and non-service pension expense, deduction of pension cash contribution and other items.

***

Unlevered FCF is defined as after-tax EBIT (including non-service pension benefit costs, foreign exchange gains and losses, income from unconsolidated joint ventures and other non-operational items) plus depreciation and amortization less capital expenditures, change in net working capital and other net cash flows (including cash pension contributions).

Important Information For Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Goodyear filed a registration statement on Form S-4 with the SEC containing a prospectus of Goodyear that also constitutes a proxy statement of Cooper Tire. Cooper Tire mailed a definitive proxy statement/prospectus to stockholders of Cooper Tire on or about April 2, 2021. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Goodyear or Cooper Tire has filed or may file with the SEC and send to Cooper Tire stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF GOODYEAR AND COOPER TIRE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT

INFORMATION. Investors and security holders are able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Goodyear or Cooper Tire through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Goodyear are available free of charge on Goodyear’s website at corporate.goodyear.com under the tab “Investors” and then under the heading “Financial Reports” and copies of the documents filed with the SEC by Cooper Tire are available free of charge on Cooper Tire’s website at www.coopertire.com under the tab “Investors” and then under the heading “Filings & Financials.”

Goodyear and Cooper Tire and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors and executive officers of Goodyear is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 9, 2021, and its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 10, 2021. Information about the directors and executive officers of Cooper Tire is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 22, 2021, and its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 25, 2021. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction are included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Information

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: the ability to complete the proposed merger of Cooper Tire and Goodyear on anticipated terms and timetable; the effect of restructuring or reorganization of business components; uncertainty and weaknesses in global economic conditions, including the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the Cooper Tire’s and Goodyear’s financial condition, operations, distribution channels, customers and suppliers, as well as potentially exacerbating other factors discussed herein; continued 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, which may impact the price-adjustment calculations under sales contracts; the ability to cost-effectively achieve planned production rates or levels; the ability to successfully identify and consummate any strategic investments or development projects; the outcome of any contractual disputes with customers, joint venture partners or any other litigation or arbitration; impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes the ability to maintain adequate liquidity, level of indebtedness and the availability of capital

could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of the business; the ability to continue to pay cash dividends, and the amount and timing of any cash dividends; availability of capital and ability to maintain adequate liquidity; the impact of labor problems, including labor disruptions at Cooper Tire, its joint ventures, or at one or more of its large customers or suppliers; the ability of our customers, joint venture partners and third party service providers to meet their obligations on a timely basis or at all; adverse changes in interest rates and tax laws; and the potential existence of significant deficiencies or material weakness in our internal control over financial reporting. We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our partnership. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following: the failure to obtain approval of the transaction by the stockholders of Cooper Tire and the failure to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the transaction; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers; the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the merger; risks relating to any unforeseen liabilities of Goodyear or Cooper Tire; the 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; extensive governmental regulation; changes to tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on tires, raw materials or manufacturing equipment which Cooper Tire uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the U.S. from China or other countries, as well as changes to trade agreements resulting from the United Kingdom’s withdrawal from the European Union future laws and regulations or the manner in which they are interpreted and enforced; the inability to obtain and/or renew permits necessary for the operations; existing and future indebtedness may limit cash flow available; operating expenses could increase significantly if the price of electrical power, fuel or other energy sources increases; changes in credit ratings issued by nationally recognized statistical rating organizations; risks involving the acts or omissions of our joint venture partners; natural disasters, weather conditions, disruption of energy, unanticipated geological conditions, equipment failures, and other unexpected events; a disruption in, or failure of our information technology systems, including those related to cybersecurity; failure of outside contractors and/or suppliers to perform; the cost and time to implement a strategic capital project may be greater than originally anticipated; reliance on estimates of recoverable reserves; and the risks that are described from time to time in Goodyear’s and Cooper Tire’s respective reports filed with the SEC. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COOPER TIRE & RUBBER COMPANY By: /s/ Jack Jay McCracken Jack Jay McCracken Vice President, Assistant General Counsel and Assistant Secretary


	COOPER TIRE & RUBBER COMPANY

	By:	/s/ Jack Jay McCracken
		Jack Jay McCracken
		Vice President, Assistant General Counsel & Assistant Secretary

Dated: April 20, 2021

Date: February 24, 2021

Filing Compare · COOPER TIRE & RUBBER CO