Contract

Xxxxxx Tire, Chengshan Group and

CCT Labor Union Reach Agreement

Establishing Path Forward for CCT

Joint Venture

January 31, 2014

1

Exhibit 99.2

Safe Harbor

This presentation contains strategic goals and other forward-

looking statements related to future financial results and business

operations for Xxxxxx Tire & Rubber Company. 

Actual results may differ materially from the goals and from current

management forecasts and projections as a result of factors over

which the Company may have limited or no control.  Information

on certain of these risk factors and additional information on

forward-looking statements are included in the Company’s reports

on file with the Securities and Exchange Commission and are set

forth at the end of this presentation.

Note

This

presentation

provides

an

overview

of

certain

details

of

the

agreement between Cooper Tire, Chengshan Group and the CCT

Union announced today, January 31, 2014. For additional details,

please refer to the Form 8-K filed by Xxxxxx Tire & Rubber

Company today, January 31, 2014.

2

China to remain a core growth market

for Xxxxxx

China tire market expected to grow by 60% over next five years and be

largest market globally *

Xxxxxx has an established and growing market position in China

–

Participate in Passenger Car Radial (PCR) tire market and in Truck and Bus Radial (TBR) tire

market

–

PCR served by both Xxxxxx and Xxxxxx Chengshan Tire (CCT) brands; TBR served by CCT

brands in China

–

Largely replacement focused, with growing Original Equipment (OE) partnerships

–

Xxxxxx distribution (focused on Xxxxxx brand tires) has more than 5,000 points of sale in China,

up 72% from 2012

Xxxxxx has proven manufacturing capabilities in China

–

Xxxxxx owns 100% of Xxxxxx Kunshan Tire (CKT) PCR operations with a current capacity of 5M

tires annually

•

Production shifting from export to domestic sales, with additional sourcing shifting to CKT in 2014

•

Option to increase capacity to 8M tires using existing buildings, and can double that to 16M at the current

site which was designed to integrate another building

–

Xxxxxx owns 65% of CCT Joint Venture (JV) with Chengshan Group

•

PCR and TBR manufacturing. Annual capacity of 10M tires

•

Xxxxxx provides technical and design capabilities

•

Global TBR lines under Xxxxxx’x Roadmaster brand receiving strong reception in the U.S.

* 2013 LMC Data

3

Path forward for the CCT JV has been defined

Xxxxxx

options*

Execute put option:

Sell 35% stake to Xxxxxx

Chengshan

options*

Do not execute either option

Execute call option:

Xxx Xxxxxxxxx's 35% stake

Chengshan

full ownership

of CCT

Xxxxxx full

ownership of

CCT

Execute call option:

Xxx Xxxxxx'x 65% stake

JV continues

under current

ownership

arrangement

45 days from option

commencement date

46 –

90 days from option

commencement date

Do not execute option

Outcomes

Fair market

valuation

completed by

independent firm

Targeted to be

completed 60

days after firm

selection or

Xxxxxx'x 2013

financial filings**

Option price

will be based on

the greater of

$435M or

the value

of CCT as

determined by

independent

valuation firm

Valuation

period

Option commencement date at

completion of valuation

Option period with target completion dates

4

**Agreement allows for 90 additional days to complete.

3

2

1

*The options are conditioned on Xxxxxx reporting its financial results within the timeframe described in the Form 8-K  filed January 31, 2014.

Scenario 1:

Xxxxxxxxx takes full ownership

of CCT

•

Xxxxxx supply secured through CCT offtake rights for at least three

years

•

Xxxxxx does not participate in sales through CCT distribution,

focuses on continuing to grow PCR sales through Xxxxxx channels,

while continuing to shift PCR production to (and growing) CKT

•

Xxxxxx continues to participate TBR through offtake rights

•

Xxxxxx sells its 65% stake in the CCT joint venture

•

Xxxxxx receives $283M or more for its stake based on independent

valuation

•

Continue to expand CKT operations to support domestic China

sales

•

Leverage cash injection to accelerate pursuit of new TBR sourcing

options and invest in distribution growth in China

•

Continue to evaluate new sources of supply for growing China

market including possible acquisition opportunities

5

Outcome

Short-term

Impact

Long-term China

strategy

Scenario 2:

Xxxxxx takes full ownership

of CCT

•

Solidifies global TBR supply and China TBR distribution

•

Xxxxxx'x balance sheet is well positioned to finance purchase of

Xxxxxxxxx's share of CCT

•

Production and distribution at CKT to continue and grow

•

Continue to expand CKT operations to support domestic China

sales

•

Use as a catalyst to accelerate Xxxxxx'x China growth plans

•

Accelerate development of global TBR business

•

Continue to evaluate new sources of supply for growing China

market including possible acquisition opportunities

•

Xxxxxx owns 100% of CCT

•

Xxxxxx pays $152M or more to acquire Xxxxxxxxx's stake based

on independent valuation

6

Outcome

Short-term

Impact

Long-term China

strategy

Planned communications

Agreement Announced

Q3 2013 Results

Q4 & FY 2013

Results

Investor Event

7

Today

Early March

Mid to Late March

April/May

Risks

8

This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not based on

historical facts but instead reflect Xxxxxx’x expectations, estimates or projections concerning future results or events. These statements generally can be

identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “project,” “may,” “could,” “intend,” “intent,” “belief,”

“estimate,” “plan,” “likely,” “will,” “should” or similar words or phrases. These statements are not guarantees of performance and are inherently subject to

known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to

differ materially from those expressed or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be

achieved. 

The forward-looking statements included in this presentation are only made as of the date of this presentation and we disclaim any obligation to publicly

update any forward-looking statement to reflect subsequent events or circumstances. 

Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including,

without limitation: 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 Xxxxxx’x 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 Xxxxxx 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 Xxxxxx’x customer relationships, including loss of particular business for competitive or other reasons; litigation brought

against Xxxxxx, including products liability claims, which could result in material damages against Xxxxxx; changes to tariffs or the imposition of new tariffs

or trade restrictions; changes in pension expense and/or funding resulting from investment performance of Xxxxxx’x 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 Xxxxxx’x 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 Xxxxxx or at one or more of its large customers or suppliers; failure to attract or

retain key personnel; consolidation among competitors or customers; inaccurate assumptions used in developing Xxxxxx’x 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 impact of labor disruptions and changes in Xxxxxx’x relationship with, or ownership interests in, joint-venture

partners; the ability to sustain operations at the Xxxxxx Chengshan (Shandong) Tire Company Ltd. joint venture (“CCT”), including obtaining financial and

other operational data of CCT; the inability to obtain and maintain price increases to offset higher production or material costs; inability to adequately

protect Xxxxxx’x intellectual property rights; inability to use deferred tax assets; the ultimate outcome of legal actions brought by Xxxxxx against wholly-

owned subsidiaries of Apollo Tyres Ltd.; and other factors that are set forth in management’s discussion and analysis of Xxxxxx’x most recently filed reports

with the SEC. This list of factors is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of

their inherent uncertainty.