SEC Comment Letter for GOODYEAR TIRE & RUBBER (GT) — Apr 21, 2009
GOODYEAR TIRE & RUBBER CO /OH/ (GT) (CIK 0000042582)
Date: April 21, 2009 · CIK: 0000042582 · Accession: 0000000000-09-020952
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 31, 2009, March 31, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE April 21, 2009 By U.S. mail and facsimile to (330) 796-7506 Mr. Darren R. Wells, Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company 1144 East Market Street Akron, OH 44316 RE: The Goodyear Tire & Rubber Company Form 10-K for the fiscal year ended December 31, 2008 Filed February 18, 2009 File No. 1-01927
Dear Mr. Wells: We have reviewed your response lett er dated April 14, 2009, and have the following additional comments. If you disagree , we will consider your explanation as to why our comment is inapplicable. In some of our comments, we may ask you to provide us with supplemental information so we ma y better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Form 10-K for the year ended December 31, 2008
Management’s Discussion and Analysis, page 27
Recently Issued Accounting Pronouncements, page 36
1. Please tell us how you will be refl ecting the presentation and disclosure requirements of SFAS 160 in your Form 10-Q for the period ending March 31, 2009. Refer to Release No. 33-9026 for additional guidance.
2. Please tell us how you are going to repor t the reclassification in your consolidated statements of shareholders’ equity as di scussed on page 38 as a result of the adoption of FSP APB 14-1. If you are going to file a Form 8-K, please tell us when you expect to do so, and why that timing complies with the instructions thereto.
Mr. Darren R. Wells The Goodyear Tire & Rubber Company April 21, 2009 Page 2 Critical Accounting Policies, page 38
3. We have read your response to co mment 2 in our letter dated March 31, 2009. You state that in future filings you w ill provide additional disclosure if the carrying value of a strate gic business unit does not si gnificantly differ from its estimated fair value. In such situatio ns, please disclose such headroom for the affected business unit(s), and indicate wh ether this difference has been declining for the periods presented.
4. We have read your response to co mment 3 in our letter dated March 31, 2009. You have told us that using an approach similar to that of testing for potential impairment for North American Tire, you determined that your other strategic business units did not expe rience a triggering event to test their goodwill for impairment. We assume said approa ch utilizes average EBITDA and the methodology used to assess fair value of the business units as described in your response to comment 1. If our assumption is correct, please clarify whether the first step of the goodwill impairment test was performed for the other business units pursuant to paragraph 19 of SFAS 142. If so, reconcile the fact that the first step was performed with your belief that the business units did not experience a triggering event as described in para graph 28 of SFAS 142, and revise your proposed disclosure accordingly. If the firs t step of the impairment test was not performed, please describe to us in detail the approach you used to determine that the other units did not ex perience a triggering event. We may have further comment. Liquidity and Capital Resources, page 47
5. We have read your response to co mment 7 in our letter dated March 31, 2009. You have told us that as a result of the numerous sizes and applications for your tires, you do not use inventor y turnover ratios to mana ge your inventory. Please tell us how then you have managed y our inventory in each of the periods presented.
6. We have read Exhibit 3 in response to comment 8 in our letter dated March 31, 2009. As previously requested, please revise future filings to disclose your current compliance with the GDTE consolidated net indebtedness to GDTE consolidated EBITDA ratio, as you state only what the requirement is. Please also revise to discuss th e Covenant EBITDA to Conso lidated Interest Expense ratio, as mentioned on page 50 of your filing, including your calculation of this ratio for each of the last quarters, as previ ously requested, if this ratio continues to constitute a critical financial covenant.
Mr. Darren R. Wells The Goodyear Tire & Rubber Company April 21, 2009 Page 3 * * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Jenn Do at (202) 551-3743, or me at (202) 551-3355 if you have questions regarding these comments.
S i n c e r e l y , T e r e n c e O ’ B r i e n B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
April 21, 2009
By U.S. mail and facsimile to (330) 796-7506
Mr. Darren R. Wells, Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company 1144 East Market Street Akron, OH 44316
RE: The Goodyear Tire & Rubber Company
Form 10-K for the fiscal year ended December 31, 2008
Filed February 18, 2009
File No. 1-01927
Dear Mr. Wells:
We have reviewed your response lett er dated April 14, 2009, and have the
following additional comments. If you disagree , we will consider your explanation as to
why our comment is inapplicable. In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure. After
reviewing this information, we may or may not raise additional comments.
Form 10-K for the year ended December 31, 2008
Management’s Discussion and Analysis, page 27
Recently Issued Accounting Pronouncements, page 36
1. Please tell us how you will be refl ecting the presentation and disclosure
requirements of SFAS 160 in your Form 10-Q for the period ending March 31,
2009. Refer to Release No. 33-9026 for additional guidance.
2. Please tell us how you are going to repor t the reclassification in your consolidated
statements of shareholders’ equity as di scussed on page 38 as a result of the
adoption of FSP APB 14-1. If you are going to file a Form 8-K, please tell us
when you expect to do so, and why that timing complies with the instructions
thereto.
Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 21, 2009 Page 2 Critical Accounting Policies, page 38
3. We have read your response to co mment 2 in our letter dated March 31, 2009.
You state that in future filings you w ill provide additional disclosure if the
carrying value of a strate gic business unit does not si gnificantly differ from its
estimated fair value. In such situatio ns, please disclose such headroom for the
affected business unit(s), and indicate wh ether this difference has been declining
for the periods presented.
4. We have read your response to co mment 3 in our letter dated March 31, 2009.
You have told us that using an approach similar to that of testing for potential
impairment for North American Tire, you determined that your other strategic
business units did not expe rience a triggering event to test their goodwill for
impairment. We assume said approa ch utilizes average EBITDA and the
methodology used to assess fair value of the business units as described in your
response to comment 1. If our assumption is correct, please clarify whether the
first step of the goodwill impairment test was performed for the other business
units pursuant to paragraph 19 of SFAS 142. If so, reconcile the fact that the first
step was performed with your belief that the business units did not experience a
triggering event as described in para graph 28 of SFAS 142, and revise your
proposed disclosure accordingly. If the firs t step of the impairment test was not
performed, please describe to us in detail the approach you used to determine that
the other units did not ex perience a triggering event. We may have further
comment.
Liquidity and Capital Resources, page 47
5. We have read your response to co mment 7 in our letter dated March 31, 2009.
You have told us that as a result of the numerous sizes and applications for your
tires, you do not use inventor y turnover ratios to mana ge your inventory. Please
tell us how then you have managed y our inventory in each of the periods
presented.
6. We have read Exhibit 3 in response to comment 8 in our letter dated March 31,
2009. As previously requested, please revise future filings to disclose your current compliance with the GDTE consolidated net indebtedness to GDTE consolidated EBITDA ratio, as you state only what the requirement is. Please
also revise to discuss th e Covenant EBITDA to Conso lidated Interest Expense
ratio, as mentioned on page 50 of your filing, including your calculation of this
ratio for each of the last quarters, as previ ously requested, if this ratio continues to
constitute a critical financial covenant.
Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 21, 2009 Page 3
* * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review. Please file your response letter on
EDGAR. Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at (202) 551-3743, or me at (202) 551-3355 if you have
questions regarding these comments.
S i n c e r e l y , T e r e n c e O ’ B r i e n B r a n c h C h i e f