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  • GOODYEAR TIRE & RUBBER CO /OH/

    FORM 10-K (Annual Report)

    Filed 02/13/14 for the Period Ending 12/31/13

    Address 1144 E MARKET ST

    AKRON, OH 44316 Telephone 2167962121

    CIK 0000042582 Symbol GT

    SIC Code 3011 - Tires and Inner Tubes Industry Tires

    Sector Consumer Cyclical Fiscal Year 12/31

    http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved.

    Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

    http://www.edgar-online.com

  • Table of Contents

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

    THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013

    Commission File Number: 1-1927

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

    Registrant’s telephone number, including area code: (330) 796-2121

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

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

    In dicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

    The aggregate market value of the common stock held by nonaffiliates of the registrant, computed by reference to the last sales price of such common stock as of the closing of trading on June 28, 2013, was approximately $3.8 billion.

    Shares of Common Stock, Without Par Value, outstanding at January 31, 2014:

    DOCUMENTS INCORPORATED BY REFERENCE:

    Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 14, 2014 are incorporated by reference in Part III.

    Ohio (State or other jurisdiction of

    incorporation or organization)

    34-0253240 (I.R.S. Employer

    Identification No.)

    200 Innovation Way, Akron, Ohio

    (Address of Principal Executive Offices) 44316-0001 (Zip Code)

    Title of Each Class

    Name of Each Exchange

    on Which Registered

    Common Stock, Without Par Value The NASDAQ Stock Market LLC 5.875% Mandatory Convertible Preferred Stock The NASDAQ Stock Market LLC

    None

    Yes � No �

    Yes � No �

    Yes � No �

    Yes � No �

    Large accelerated filer � Accelerated filer � Non-accelerated filer � (Do not check if a smaller reporting company)

    Smaller reporting company �

    Yes � No �

    248,062,944

  • Table of Contents

    THE GOODYEAR TIRE & RUBBER COMPANY

    Annual Report on Form 10-K

    For the Fiscal Year Ended December 31, 2013

    Table of Contents

    Item Number

    Page Number

    PART I 1 Business 1 1A Risk Factors 12

    1B Unresolved Staff Comments 19

    2 Properties 19

    3 Legal Proceedings 20

    PART II 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22

    6 Selected Financial Data 23

    7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 7A Quantitative and Qualitative Disclosures About Market Risk 51

    8 Financial Statements and Supplementary Data 53

    9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 117

    9A Controls and Procedures 117 9B Other Information 117

    PART III 10 Directors, Executive Officers and Corporate Governance 117

    11 Executive Compensation 118 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 118

    13 Certain Relationships and Related Transactions, and Director Independence 118

    14 Principal Accountant Fees and Services 118

    PART IV

    15 Exhibits and Financial Statement Schedules 118

    Signatures 119

    Index to Financial Statement Schedules FS-1

    Index of Exhibits X-1

  • Table of Contents

    PART I.

    BUSINESS OF GOODYEAR

    The Goodyear Tire & Rubber Company (the “Company”) is an Ohio corporation organized in 1898. Its principal offices are located at 200 Innovation Way, Akron, Ohio 44316- 0001. Its telephone number is (330) 796-2121. The terms “Goodyear,” “Company” and “we,” “us” or “our” wherever used herein refer to the Company together with all of its consolidated U.S. and foreign subsidiary companies, unless the context indicates to the contrary.

    We are one of the world’s leading manufacturers of tires, engaging in operations in most regions of the world. In 2013 , our net sales were $19.5 billion , Goodyear’s net income was $629 million , and Goodyear's net income available to common shareholders was $600 million . Together with our U.S. and international subsidiaries and joint ventures, we develop, manufacture, market and distribute tires for most applications. We also manufacture and market rubber-related chemicals for various applications. We are one of the world’s largest operators of commercial truck service and tire retreading centers. In addition, we operate approximately 1,240 tire and auto service center outlets where we offer our products for retail sale and provide automotive repair and other services. We manufacture our products in 52 manufacturing facilities in 22 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 69,000 full-time and temporary associates worldwide.

    AVAILABLE INFORMATION

    We make available free of charge on our website, http://www.goodyear.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we file or furnish such reports to the Securities and Exchange Commission (the “SEC”). The information on our website is not incorporated by reference in or considered to be a part of this Annual Report on Form 10-K.

    RECENT DEVELOPMENTS

    Pension Funding. In early 2014, we made contributions of approximately $1,150 million, including discretionary contributions of approximately $900 million, to fully fund our hourly U.S. pension plans. As a result, and in accordance with our master collective bargaining agreement with the United Steelworkers (“USW Contract”), the hourly U.S. pension plans will be frozen to future accruals effective April 30, 2014. Following these contributions, the Company changed its target asset allocation for these plans to a portfolio of substantially all fixed income securities designed to offset the future impact of discount rate movements on the plans' funded status. These actions will provide stability to our funded status, improve our earnings and operating cash flow and provide greater transparency to our underlying tire business. For further information, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Pension and Benefit Plans” and Notes to the Consolidated Financial Statements No. 16, Pension and Other Postretirement Benefits.

    Closure of Amiens, France Manufacturing Facility. In January 2014, we reached an agreement with union associates at one of our Amiens, France manufacturing facilities. We have ceased production at that facility, and will close the facility in the first quarter of 2014. We expect to finalize decisions regarding the timing of our exit from the remainder of the farm tire business in EMEA during 2014. We expect EMEA operating income to improve by approximately $75 million annually following these actions, including by approximately $40 million in 2014. For furthe

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