GT 10-K Annual Report Dec. 31, 2018 | Alphaminr
GOODYEAR TIRE & RUBBER CO /OH/
ALPHAMINR

GT 10-K Fiscal year ended Dec. 31, 2018

Balance Sheet
Cash Flow
Income Statement
GOODYEAR TIRE & RUBBER CO /OH/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Accounting PoliciesNote 2. Net SalesNote 3. Costs Associated with Rationalization ProgramsNote 4. Interest ExpenseNote 5. Other (income) ExpenseNote 6. Income TaxesNote 7. Earnings Per ShareNote 8. Business SegmentsNote 9. Accounts ReceivableNote 10. InventoriesNote 11. Goodwill and Intangible AssetsNote 12. Other Assets and InvestmentsNote 13. Property, Plant and EquipmentNote 14. Leased AssetsNote 15. Financing Arrangements and Derivative Financial InstrumentsNote 16. Fair Value MeasurementsNote 17. Pension, Other Postretirement Benefits and Savings PlansNote 18. Stock Compensation PlansNote 19. Commitments and Contingent LiabilitiesNote 20. Capital StockNote 21. Reclassifications Out Of Accumulated Other Comprehensive LossNote 22. Consolidating Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(a) Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated December 20, 1954, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 6, 1993, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated June 4, 1996, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 18, 2006, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 22, 2009, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated March30, 2011, and Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 16, 2015, together comprising the Company's Articles of Incorporation, as amended (incorporated by reference, filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, FileNo. 1-1927). (b) Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and as most recently amended on February 28, 2017 (incorporated by reference, filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed March 6, 2017, FileNo. 1-1927). (d) Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K, filed August 13, 2010, FileNo. 1-1927),as supplemented by the Fourth Supplemental Indenture thereto, dated as of November 5, 2015, in respect of the Companys 5.125% Senior Notes due 2023 (incorporated by reference, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K, filed November 5, 2015, File No. 1-1927),as supplemented by the Fifth Supplemental Indenture thereto, dated as of May 13, 2016, in respect of the Companys 5% Senior Notes due 2026 (incorporated by reference, filed as Exhibit 4.2 to the Companys Current Report on Form 8-K, filed May 13, 2016, File No. 1-1927),and as supplemented by the Sixth Supplemental Indenture thereto, dated as of March7, 2017, in respect of the Companys 4.875% Senior Notes due 2027 (incorporated by reference, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K, filed March 7, 2017, File No. 1-1927). (e) Indenture, dated as of December 15, 2015, among Goodyear Dunlop Tires Europe B.V., as Issuer, the Company, as Parent Guarantor, the subsidiary guarantors party thereto, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as Registar and Luxembourg Paying Agent and Transfer Agent, in respect of GDTE's 3.75% Senior Notes due 2023 (incorporated by reference, filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015, File No. 1-1927). (a) Amended and Restated First Lien Credit Agreement, dated as of April 7, 2016, among the Company, the lenders, issuing banks, syndication agents, documentation agents, senior managing agents, joint lead arrangers and joint bookrunners party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, File No. 1-1927). (b) First Amendment, dated as of July 13, 2018, to the Amended and Restated First Lien Credit Agreement, dated as of April 7, 2016, among the Company, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-1927). (c) Amended and Restated Second Lien Credit Agreement, dated as of March 7, 2018, among the Company, the lenders, documentation agents, syndication agent, joint lead arrangers and joint bookrunners party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File No. 1-1927). (d) First Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, as amended and restated as of April 7, 2016, among the Company, the subsidiaries of the Company identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, FileNo. 1-1927). (e) Reaffirmation of Second Lien Guarantee and Collateral Agreement, dated as of March 7, 2017, among the Company, the subsidiaries of the Company identified therein, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-1927). (f) Amended and Restated Lenders Lien Subordination and Intercreditor Agreement, dated as of April 19, 2012, among JPMorgan Chase Bank, N.A., as Collateral Agent for the First Lien Secured Parties referred to therein, Deutsche Bank Trust Company Americas, as Collateral Agent for the Second Lien Secured Parties referred to therein, the Company, and the subsidiaries of the Company named therein (incorporated by reference, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, File No. 1-1927). (g) Amended and Restated Revolving Credit Agreement, dated as of May 12, 2015, among the Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., the lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, BNP Paribas, as Syndication Agent, and the documentation agents, joint bookrunners and joint lead arrangers identified therein (incorporated by reference, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, FileNo. 1-1927). (h) Amendment and Restatement Agreement, dated as of May 12, 2015, among the Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, BNP Paribas, as Issuing Bank, the subsidiary guarantors party thereto, and the lenders party thereto (incorporated by reference, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, FileNo. 1-1927). (i) Master Guarantee and Collateral Agreement, dated as of March 31, 2003, as amended and restated as of February 20, 2004, and as further amended and restated as of April 8, 2005, among the Company, Goodyear Dunlop Tires Europe B.V., the other subsidiaries of the Company identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference, filed as Exhibit 4.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927),as amended by the Amendment and Restatement Agreement, dated as of April 20, 2007 (incorporated by reference, filed as Exhibit 4.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 1-1927),as amended by the Amendment and Restatement Agreement, dated as of April 20, 2011 (incorporated by reference, filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-1927),and as amended by the Amendment and Restatement Agreement, dated as of May 12, 2015 (incorporated by reference, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, FileNo. 1-1927). (j) Amended and Restated General Master Purchase Agreement dated December 10, 2004, as last amended and restated on September 26, 2018, between Ester Finance Titrisation, as Purchaser, Credit Agricole Leasing & Factoring, as Agent, Credit Agricole Corporate and Investment Bank, as Joint Lead Arranger and as Calculation Agent, Natixis, as Joint Lead Arranger, Dunlop Tyres Limited, as Centralising Unit, and the Sellers listed therein (incorporated by reference, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-1927). (k)* 2017 Performance Plan of the Company (incorporated by reference, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 13, 2017, File No. 1-1927). (l)* Form of Non-Qualified Stock Option Grant Agreement (incorporated by reference, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (m)* Form of Non-Qualified Stock Option with Tandem Stock Appreciation Right Grant Agreement (incorporated by reference, filed as Exhibit 10.2 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (n)* Form of Incentive Stock Option Grant Agreement (incorporated by reference, filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (o)* Form of Performance Share Grant Agreement (incorporated by reference, filed as Exhibit 10.4 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (p)* Form of Executive Performance Unit Grant Agreement (incorporated by reference, filed as Exhibit 10.5 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (q)* Form of Restricted Stock Unit Retention Grant Agreement (incorporated by reference, filed as Exhibit 10.6 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (r)* Form of Restricted Stock Unit Annual Grant Agreement (incorporated by reference, filed as Exhibit 10.7 to the Companys Current Report on Form 8-K, filed June 8, 2017, File No. 1-1927). (s)* 2013 Performance Plan of the Company (incorporated by reference, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 19, 2013, File No. 1-1927). (t)* 2008 Performance Plan of the Company (incorporated by reference, filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, File No. 1-1927). (u)* Performance Recognition Plan of the Company, as amended and restated on October 7, 2008 (incorporated by reference, filed as Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-1927). (v)* The Goodyear Tire & Rubber Company Management Incentive Plan, effective January 1, 2009, as amended June 5, 2018. 10.1 (w)* The Goodyear Tire & Rubber Company Executive Annual Incentive Plan, effective as of January 1, 2019 (incorporated by reference, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed December 10, 2018, File No. 1-1927). (x)* Goodyear Supplementary Pension Plan (October 7, 2008 Restatement) (incorporated by reference, filed as Exhibit 10.10 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-1927). (y)* Defined Benefit Excess Benefit Plan of the Company, as amended and restated as of October 7, 2008, effective as of January 1, 2005 (incorporated by reference, filed as Exhibit 10.11 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-1927). (z)* Defined Contribution Excess Benefit Plan of the Company, adopted October 7, 2008, effective as of January 1, 2005, as further amended September 7, 2012 (incorporated by reference, filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-1927). (aa)* Deferred Compensation Plan for Executives, as amended and restated effective September 1, 2016, dated April 19, 2017 (incorporated by reference, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, File No. 1-1927). (bb)* Outside Directors Equity Participation Plan, as adopted February 2, 1996 and last amended as of July 1, 2017 (incorporated by reference, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-1927). (cc)* The Goodyear Tire & Rubber Company Executive Severance and Change in Control Plan, adopted February 28, 2013 (incorporated by reference, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed March 6, 2013, File No. 1-1927). (dd)* Consulting Agreement, dated June 18, 2018, between the Company and Laura K. Thompson (incorporated by reference, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed June 22, 2018, File No. 1-1927). (ee)* Letter Agreement, dated December 14, 2018, between the Company and Joseph Zekoski. 10.2 (a) List of Subsidiaries of the Company at December 31, 2018. 21.1 (a) Consent of PricewaterhouseCoopers LLP. 23.1 (a) Powers of Attorney of Officers and Directors signing this report. 24.1 (a) Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.1 (b) Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 (a) Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.1