SEC Comment Letter for GOODYEAR TIRE & RUBBER (GT) — Dec 7, 2015
GOODYEAR TIRE & RUBBER CO /OH/ (GT) (CIK 0000042582)
Date: Dec. 7, 2015 · CIK: 0000042582 · Accession: 0000000000-15-056782
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 December 7, 2015 Via E -mail Laura K. Thompson Chief Financial Officer The Goodyear Tire & Rubber Company 200 Innovation Way Akron, Ohio 44316
Re: Goodyear Tire & Rubber Co Form 10 -K for Fiscal Year Ended December 31, 2014 Filed February 17 , 201 5 Form 8 -K Filed February 17, 2015 Definitive Proxy Statement on Schedule 14A Filed March 13, 2015 File No. 1 -01927
Dear Ms. Thompson :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2014
Note 7. Business Segments, page 75
1. We note from your website that you have specific websites for government tire sales and other national accounts. However, we did not note any disclosures regarding maj or customers in accordance with ASC 280 -10-50-42. Please confirm to us that no one customer (e.g., the United States federal government or a national account customer) did not account for 10% or more of your net sales for any period presented.
Ms. Thompson Goodyear Tire & Rubber Co December 7, 2015 Page 2
Form 8-K Filed February 17, 2015
2. Please expand your presentation of total segment operating income and free cash flow from operations to present the most directly comparable US GAAP financial measure(s) with equal or greater prominence. Please refer to Instruc tion 2 to Item 2.02 of Form 8 -K, Item 10(e)(1)(i)(a) of Regulation S -K, and Question 102.06 of our Compliance and Disclosure Interpretations for Non -GAAP Financial Measures for guidance.
3. We note your presentation of free cash flow from operations, which adjusts the US GAAP measure, total cash flows from operating activities, by removing pension contributions and direct payments and rationalization payments. Please tell us how you determined the appropriateness of removing transactions that require cash settlement and how this presentation complies with Item 10(e)(1)(ii)(a) of Regulation S -K.
Definitive Proxy Statement on Schedule 14A
Summary Compensation Table, page 52
4. We note that you report the company’s contributions to qualified defined contribution plans under “All Other Compensation.” In future filings please disclose these contributions in accordance with Items 402(c)(2)(viii)(A) and (h) of Regulation S -K. Please refer to Instruction 2 to Item 402(c)(2)(ix) of Regulation S -K.
We urg e all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Ms. Thompson Goodyear Tire & Rubber Co December 7, 2015 Page 3
You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736, or in her absence, me at (202) 551 -3854, if you have questions regarding comments on the financial statements and related matters. Please contact Leland Benton, Staff Attorney, at (202) 551 -3791, or Craig E. Slivka, Special Counsel, at (202) 551 -3729 with any other questions.
Sincerely,
/s/ Melissa N. Rocha
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Mail Stop 4631 December 7, 2015 Via E -mail Laura K. Thompson Chief Financial Officer The Goodyear Tire & Rubber Company 200 Innovation Way Akron, Ohio 44316 Re: Goodyear Tire & Rubber Co Form 10 -K for Fiscal Year Ended December 31, 2014 Filed February 17 , 201 5 Form 8 -K Filed February 17, 2015 Definitive Proxy Statement on Schedule 14A Filed March 13, 2015 File No. 1 -01927 Dear Ms. Thompson : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended December 31, 2014 Note 7. Business Segments, page 75 1. We note from your website that you have specific websites for government tire sales and other national accounts. However, we did not note any disclosures regarding maj or customers in accordance with ASC 280 -10-50-42. Please confirm to us that no one customer (e.g., the United States federal government or a national account customer) did not account for 10% or more of your net sales for any period presented. Ms. Thompson Goodyear Tire & Rubber Co December 7, 2015 Page 2 Form 8-K Filed February 17, 2015 2. Please expand your presentation of total segment operating income and free cash flow from operations to present the most directly comparable US GAAP financial measure(s) with equal or greater prominence. Please refer to Instruc tion 2 to Item 2.02 of Form 8 -K, Item 10(e)(1)(i)(a) of Regulation S -K, and Question 102.06 of our Compliance and Disclosure Interpretations for Non -GAAP Financial Measures for guidance. 3. We note your presentation of free cash flow from operations, which adjusts the US GAAP measure, total cash flows from operating activities, by removing pension contributions and direct payments and rationalization payments. Please tell us how you determined the appropriateness of removing transactions that require cash settlement and how this presentation complies with Item 10(e)(1)(ii)(a) of Regulation S -K. Definitive Proxy Statement on Schedule 14A Summary Compensation Table, page 52 4. We note that you report the company’s contributions to qualified defined contribution plans under “All Other Compensation.” In future filings please disclose these contributions in accordance with Items 402(c)(2)(viii)(A) and (h) of Regulation S -K. Please refer to Instruction 2 to Item 402(c)(2)(ix) of Regulation S -K. We urg e all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Ms. Thompson Goodyear Tire & Rubber Co December 7, 2015 Page 3 You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736, or in her absence, me at (202) 551 -3854, if you have questions regarding comments on the financial statements and related matters. Please contact Leland Benton, Staff Attorney, at (202) 551 -3791, or Craig E. Slivka, Special Counsel, at (202) 551 -3729 with any other questions. Sincerely, /s/ Melissa N. Rocha Melissa N. Rocha Senior Assistant Chief Accountant Office of Manufacturing and Construction