Item 8.01 Other Events.
This Form 8-K is being filed by The Goodyear Tire & Rubber Company (the
"Company") to retrospectively adjust portions of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed on February 18,
2009 (the "2008 Form 10-K"), to reflect our adoption, effective January 1, 2009,
of FASB Staff Position APB 14-1, "Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)," and FASB Statement No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an Amendment of ARB No. 51."
APB 14-1 specifies that issuers of convertible debt instruments that may be
settled in cash upon conversion should separately account for the liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate. In July 2004, we issued $350 million in aggregate principal
amount of 4% convertible senior notes due 2034, and subsequently exchanged
$346 million in aggregate principal amount of those notes for common stock and a
cash payment in December 2007. The remaining $4 million of notes were converted
into common stock in May 2008. The adoption of APB 14-1 resulted in a
$62 million reclassification in our consolidated statements of shareholders'
equity by decreasing retained earnings and increasing capital surplus at
December 31, 2008 and 2007. Goodyear income from continuing operations and net
income were reduced by $19 million and $18 million in 2007 and 2006,
respectively. Prior period information presented in the Exhibits to this Form
8-K has been restated, where required.
SFAS No. 160 establishes accounting and reporting standards for noncontrolling
interests (i.e., minority interests) in a subsidiary, including changes in a
parent's ownership interest in a subsidiary, and requires, among other things,
that noncontrolling interests in subsidiaries be classified as shareholders'
equity. Prior period information presented in the Exhibits to this Form 8-K has
been reclassified, where required.
The following Items of the 2008 Form 10-K are being adjusted retrospectively to
reflect the adoption of the accounting pronouncements described above (which
Items as adjusted are attached as Exhibits hereto and hereby incorporated by
reference herein):
Item 6 - Selected Financial Data
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 8 - Financial Statements and Supplementary Data
Item 15 - The following Financial Statement Schedules and Exhibits:
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts
Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges
No Items of the 2008 Form 10-K other than those identified above are being
revised by this filing. Information in the 2008 Form 10-K is generally stated as
of December 31, 2008 and this filing does not reflect any subsequent information
or events other than the adoption of the accounting pronouncements described
above. Without limitation of the foregoing, this filing does not purport to
update the Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the 2008 Form 10-K for any information,
uncertainties, transactions, risks, events or trends occurring, or known to
management. More current information is contained in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009 and other
filings with the Securities and Exchange Commission. This Current Report on Form
8-K should be read in conjunction with the 2008 Form 10-K and such Quarterly
Report on Form 10-Q and other filings. The Form 10-Q and other filings contain
important information regarding events, developments and updates to certain
expectations of the Company that have occurred since the filing of the 2008 Form
10-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Bates White, LLC
99.1 Item 6, Form 10-K - Selected Financial Data
99.2 Item 7, Form 10-K - Management's Discussion and Analysis of Financial
Condition and Results of Operations
99.3 Item 8, Form 10-K - Financial Statements and Supplementary Data
99.4 Item 15, Form 10-K - Schedule I - Condensed Financial Information of
Registrant
99.5 Item 15, Form 10-K - Schedule II - Valuation and Qualifying Accounts
99.6 Item 15, Form 10-K - Exhibit 12.1 - Computation of Ratio of Earnings to
Fixed Charges
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