-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eb8zyebSv0nd12NN7AcHPmoikJA2nmp6tA0JUJ8cAw1uoNQd+pntMQ1G79M2irIj Lb6KHMaGsOMlvpSuCIST3g== 0000950123-05-012657.txt : 20051027 0000950123-05-012657.hdr.sgml : 20051027 20051027074846 ACCESSION NUMBER: 0000950123-05-012657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODYEAR TIRE & RUBBER CO /OH/ CENTRAL INDEX KEY: 0000042582 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 340253240 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01927 FILM NUMBER: 051158418 BUSINESS ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 BUSINESS PHONE: 2167962121 MAIL ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 8-K 1 l16705ae8vk.htm THE GOODYEAR TIRE & RUBBER COMPANY FORM 8-K THE GOODYEAR TIRE & RUBBER COMPANY Form 8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2005
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
         
Ohio   1-1927   34-0253240
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
     
1144 East Market Street, Akron, Ohio   44316-0001
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (330) 796-2121
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition.
Exhibit Index
EX-99.1 Press Release Dated October 27, 2005


Table of Contents

Item 2.02. Results of Operations and Financial Condition.
     A copy of the news release issued by The Goodyear Tire & Rubber Company on Thursday, October 27, 2005, describing its results of operations for the third quarter and first nine months of 2005 is attached hereto as Exhibit 99.1.
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
    THE GOODYEAR TIRE & RUBBER COMPANY
 
       
Date: October 27, 2005
  By   /s/ Richard J. Kramer
      Richard J. Kramer
      Executive Vice President and
      Chief Financial Officer

 


Table of Contents

Exhibit Index
     
99.1
  News Release dated October 27, 2005.

 

EX-99.1 2 l16705aexv99w1.htm EX-99.1 PRESS RELEASE DATED OCTOBER 27, 2005 EX-99.1 Press Release Dated October 27, 2005
 

Exhibit 99.1
Goodyear Achieves Record Sales,
Highest Quarterly Net Income in 7 years
  Net income reaches $142 million, up 274 percent
 
  Sales surpass $5 billion, record for any quarter
 
  Total segment operating income increases 21 percent to $330 million
 
  $10 million third quarter impact from hurricanes, tire plants return to normal production levels
     AKRON, Ohio, October 27, 2005 — The Goodyear Tire & Rubber Company today reported net income of $142 million (70 cents per share), the highest quarterly result since the third quarter of 1998, reflecting record net sales and strong operating results in the company’s tire businesses.
     The quarterly results were up substantially from the prior-year period, when the company recorded net income of $38 million (20 cents per share). All per share amounts are diluted.
     Record quarterly sales of $5.0 billion were a 7 percent increase from $4.7 billion during the 2004 period. The growth in sales reflects improved pricing and product mix in each of the company’s businesses, higher volume in its international tire businesses, and the favorable impact of currency translation.
     Third quarter tire unit volume increased to 58.4 million units, compared to 57.4 million units in the 2004 period, a 1.8 percent gain.
     Third quarter total segment operating income increased 21.3 percent to $330 million.
     “All six of our business units achieved third quarter sales records, and all of our tire businesses achieved improvements in segment operating income compared to last year,” said Chairman and Chief Executive Officer Robert J. Keegan.
     “This improvement, including a second consecutive $5 billion sales quarter, is further evidence that we are executing to our plan,” he said. “Specifically, we are winning through our

 


 

strategy of focusing on high margin market segments and bringing higher-margin, differentiated new products to market quickly. Our new-product focus was highlighted during the quarter by the introduction of the Goodyear Fortera featuring TripleTred technology in North America, the Dunlop Wintersport 3D in Europe, and the early European success of the Goodyear UltraGrip 7 winter tire.”
     Keegan said the strategy to focus on enhancing the company’s brand and product mix, together with increased pricing, has enabled Goodyear to offset the impact of higher raw material costs, which increased approximately $148 million compared to the third quarter of 2004.
     Goodyear’s third quarter 2005 results include after-tax charges of $10 million (5 cents per share) related to hurricanes Katrina and Rita.
     Goodyear said the effects of these hurricanes in North America principally have involved temporary reductions in production at its North American Tire facilities due to disruption in the supply of certain key raw materials. The company’s tire plants returned to normal production levels in mid October and its Beaumont, Texas chemical plant is operating at near capacity. The continuing impact of the hurricanes could result in future raw material shortages, which could cause intermittent reductions in production, although none are expected at this time.
     “I am extremely pleased with the way our Business Continuity team and our plant associates managed through the difficult circumstances surrounding Hurricane Rita,” Keegan said. “Outstanding planning and execution helped minimize the financial impact and kept our products flowing to our customers.”
     In addition to the hurricane-related charge, Goodyear’s third quarter 2005 results include an after-tax charge of $8 million (4 cents per share) for rationalizations. The quarter also included after-tax gains of $25 million (12 cents per share) related to the sale of the company’s Wingtack adhesive resins business, and $14 million (7 cents per share) from an insurance settlement.
     Third quarter 2004 results include net after-tax charges of $32 million (15 cents per share) for rationalizations and accelerated depreciation, and $9 million (4 cents per share) related to an accounting investigation and external professional fees associated with Sarbanes-Oxley compliance. The quarter also included a favorable $44 million (21 cents per share) tax adjustment related to the settlement of prior-year tax liabilities.
     The company anticipates continued year-over-year gains in operating performance in the fourth quarter, however the rate of those gains is expected to be less than in the third quarter.

 


 

Business Segments
     Third quarter total segment operating income was $330 million, an increase of 21.3 percent compared to $272 million in the 2004 period. All of Goodyear’s tire business units reported higher segment operating income compared to the year-ago period.
     See the note at the end of this release for further explanation and a reconciliation table.
                                 
North American Tire   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Tire Units
    26.6       26.6       77.2       77.1  
Sales
  $ 2,370     $ 2,257     $ 6,804     $ 6,366  
Segment Operating Income
    58       27       124       44  
Segment Operating Margin
    2.4 %     1.2 %     1.8 %     0.7 %
     North American Tire’s sales were a record for any quarter, increasing 5 percent compared to the 2004 period. Sales were positively affected by favorable pricing and product mix, and the continued success of Goodyear’s strategy to focus on the higher-margin segments of the replacement market.
     Third quarter segment operating income more than doubled compared to the 2004 period due to improved pricing and product mix. The quarter was adversely affected by higher raw material costs, estimated at $80 million, and $10 million in costs related to the hurricanes.
                                 
European Union Tire   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Tire Units
    16.2       15.8       48.1       47.5  
Sales
  $ 1,131     $ 1,085     $ 3,507     $ 3,256  
Segment Operating Income
    80       68       272       195  
Segment Operating Margin
    7.1 %     6.3 %     7.8 %     6.0 %
     European Union Tire’s sales increased 4.2 percent for a third quarter record due primarily to improved pricing and product mix as well as higher volume in the consumer replacement and commercial original equipment markets. The company estimates currency translation had a negative effect on sales of approximately $11 million.
     Segment operating income increased 17.6 percent to a third-quarter record primarily due to improved pricing and product mix. These actions offset rising raw material costs, estimated at $13 million.

 


 

                                 
Eastern Europe, Middle            
East, and Africa Tire   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Tire Units
    5.4       5.2       14.9       14.4  
Sales
  $ 394     $ 344     $ 1,076     $ 928  
Segment Operating Income
    64       60       160       148  
Segment Operating Margin
    16.2 %     17.4 %     14.9 %     15.9 %
     Eastern Europe, Middle East and Africa Tire’s sales were a record for any quarter and up 14.5 percent compared to the third quarter of 2004 due to improved pricing and product mix, and to volume increases in replacement markets. The company estimates currency translation had a positive impact on sales of approximately $11 million in the third quarter.
     Segment operating income was a record for any quarter, and represented a 6.7 percent improvement over 2004. This gain was due to improved pricing and product mix, particularly in premium brands. Segment operating income also benefited from higher volume and favorable currency translation of approximately $3 million. These offset higher raw material costs, estimated at $8 million, and higher manufacturing costs.
                                 
Latin American Tire   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Tire Units
    5.0       4.9       15.4       14.5  
Sales
  $ 372     $ 316     $ 1,101     $ 910  
Segment Operating Income
    77       64       241       187  
Segment Operating Margin
    20.7 %     20.3 %     21.9 %     20.5 %
     Latin American Tire’s sales increased 17.7 percent to a third quarter record due to the favorable impact of currency translation, improved pricing and product mix, and higher volume. Currency translation had a favorable impact of approximately $37 million on the quarter’s results.
     Segment operating income was a third quarter record and an increase of 20.3 percent due to improved pricing and product mix, higher volume, and approximately $24 million from the favorable impact of currency translation. These factors offset higher raw material costs, estimated at $29 million, and higher manufacturing costs.
                                 
Asia/Pacific Tire   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Tire Units
    5.2       4.9       15.1       14.6  
Sales
  $ 356     $ 319     $ 1,065     $ 970  
Segment Operating Income
    24       19       63       44  
Segment Operating Margin
    6.7 %     6.0 %     5.9 %     4.5 %

 


 

     Asia/Pacific Tire’s sales increased 11.6 percent for a third quarter record due to higher volume, favorable currency translation, and improved pricing and product mix. The impact of currency translation is estimated at approximately $14 million.
     Segment operating income was a third quarter record and increased 26.3 percent in the quarter as a result of improved pricing and product mix and higher volume, offset in part by higher raw material costs, estimated at $11 million.
                                 
Engineered Products   Third Quarter     Nine Months  
(in millions)   2005     2004     2005     2004  
Sales
  $ 407     $ 379     $ 1,236     $ 1,091  
Segment Operating Income
    27       34       78       89  
Segment Operating Margin
    6.6 %     9.0 %     6.3 %     8.2 %
     Engineered Products’ sales in the third quarter of 2005 increased 7.4 percent to a new third quarter record due to improved pricing and product mix, as well as favorable currency translation of approximately $11 million. The quarter was marked by growing demand in the industrial products and automotive replacement markets, which more than offset weakness in the military businesses.
     Segment operating income decreased 20.6 percent due to higher manufacturing costs, increasing raw material costs, and higher expense related to bad debt and freight costs. These factors more than offset higher volume and improvements in pricing and product mix.
Year-to-Date Results
     Net income for the first nine months of 2005 was $279 million ($1.39 per share) compared to a net loss of $10 million (6 cents per share) during the year-ago period.
     Sales for the first nine months of 2005 were a record $14.8 billion, an increase of 9.4 percent from $13.5 billion in the 2004 period. Tire unit volume was 170.7 million units, up 1.5 percent from a year ago.
     Segment operating income reached $938 million, a 32.7 percent increase compared to the first nine months of 2004.
Conference Call
     Goodyear will hold an investor conference call at 10 a.m. EDT today. Prior to the commencement of the call, the company will post the financial and other statistical information that will be presented on its investor relations Web site: investor.goodyear.com.
     Participating in the conference call will be Keegan, Richard J. Kramer, executive vice

 


 

president and chief financial officer, and Darren R. Wells, senior vice president, business development, and treasurer.
     Shareholders, members of the media and other interested persons may access the conference call on the Web site or via telephone by calling (706) 634-5954 before 9:55 a.m. A taped replay of the conference call will be available at 2 p.m. tomorrow by calling (706) 634-4556. The call replay will also remain available on the Web site.
     Goodyear is the world’s largest tire company. The company manufactures tires, engineered rubber products and chemicals in more than 90 facilities in 28 countries around the world. Goodyear employs about 75,000 people worldwide.
     Certain information contained in this press release may constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements. Factors that may cause actual results to differ materially from those indicated by such forward-looking statements are discussed in the company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2004, Form 8-K filed on June 20, 2005 containing revised segment information, and Form 10-Q for the quarter ended September 30, 2005. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.
(financial statements follow)

 


 

The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Statements of Income (Loss)(unaudited)
                                 
(In millions, except per share)   Third Quarter     Nine Months  
    Ended Sept. 30     Ended Sept. 30  
    2005     2004     2005     2004  
Net Sales
  $ 5,030     $ 4,700     $ 14,789     $ 13,521  
Cost of Goods Sold
    4,008       3,750       11,772       10,816  
Selling, Administrative and General Expense
    707       703       2,139       2,079  
Rationalizations
    9       29       (4 )     63  
Interest Expense
    103       95       306       268  
Other (Income) Expense
    (35 )     38       (5 )     117  
Minority Interest in Net Income of Subsidiaries
    25       18       79       43  
         
Income before Income Taxes
    213       67       502       135  
United States and Foreign Taxes on Income
    71       29       223       145  
         
Net Income (Loss)
  $ 142     $ 38     $ 279     $ (10 )
         
Net Income (Loss) Per Share of Common Stock — Basic
    0.81     $ 0.22     $ 1.59     $ (0.06 )
         
Average Shares Outstanding
    176       175       176       175  
Net Income (Loss) Per Share of Common Stock — Diluted
  $ 0.70     $ 0.20     $ 1.39     $ (0.06 )
         
Average Shares Outstanding
    209       207       209       175  

 


 

The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Balance Sheets (unaudited)
                 
(In millions)   Sept. 30     Dec. 31  
    2005     2004  
Assets
               
 
               
Current Assets:
               
Cash and Cash Equivalents
  $ 1,662     $ 1,968  
Restricted Cash
    215       152  
Accounts and Notes Receivable, less allowance — $137 ($144 in 2004)
    3,712       3,408  
Inventories
    2,894       2,785  
Prepaid Expenses and Other Current Assets
    268       300  
     
Total Current Assets
    8,751       8,613  
Other Assets
    492       669  
Goodwill
    661       720  
Other Intangible Assets
    154       163  
Deferred Income Taxes
    83       83  
Deferred Pension Cost
    919       830  
Properties and Plants, less Accumulated Depreciation — $7,890 ($7,836 in 2004)
    5,179       5,455  
     
Total Assets
  $ 16,239     $ 16,533  
     
Liabilities
               
Current Liabilities:
               
Accounts Payable — Trade
  $ 1,859     $ 1,970  
Compensation and Benefits
    1,084       1,029  
Other Current Liabilities
    575       741  
United States and Foreign Taxes
    331       271  
Notes Payable
    252       221  
Long Term Debt and Capital Leases due within one year
    252       1,010  
     
Total Current Liabilities
    4,353       5,242  
Long Term Debt and Capital Leases
    4,944       4,449  
Compensation and Benefits
    4,989       5,036  
Deferred and Other Non-Current Income Taxes
    385       406  
Other Long Term Liabilities
    440       481  
Minority Equity in Subsidiaries
    832       846  
     
Total Liabilities
    15,943       16,460  
Commitments and Contingent liabilities
               
Shareholders’ Equity
               
Preferred Stock, no par value:
               
Authorized 50 shares, unissued
           
Common Stock, no par value:
               
Authorized 300 shares, Outstanding Shares — 176 (176 in 2004) after deducting 19 Treasury Shares (20 in 2004)
    176       176  
Capital Surplus
    1,397       1,392  
Retained Earnings
    1,349       1,070  
Accumulated Other Comprehensive Income (Loss)
    (2,626 )     (2,565 )
     
Total Shareholders’ Equity
    296       73  
     
Total Liabilities and Shareholders’ Equity
  $ 16,239     $ 16,533  
     

 


 

Total Segment Operating Income Reconciliation Table (unaudited)
                                 
(In millions)   Third Quarter     Nine Months  
    Ended Sept. 30     Ended Sept. 30  
    2005     2004     2005     2004  
Total Segment Operating Income
  $ 330     $ 272     $ 938     $ 707  
Rationalizations and Gains (Losses) on Asset Sales
    19       (28 )     45       (57 )
Interest Expense
    (103 )     (95 )     (306 )     (268 )
Foreign Currency Exchange
    (8 )     (10 )     (19 )     (14 )
Minority Interest in Net Income of Subsidiaries
    (25 )     (18 )     (79 )     (43 )
Financing Fees and Financial Instruments
    (10 )     (29 )     (99 )     (90 )
General and Product Liability — Discont. Products
          (8 )     (4 )     (25 )
Recovery (Expenses) for Fire Loss Deductibles
                14       (12 )
Professional Fees Associated with Restatement
          (3 )     (2 )     (27 )
Environmental Insurance Recoveries
    9             29        
Other
    1       (14 )     (15 )     (36 )
         
Income before Income Taxes
    213       67       502       135  
United States and Foreign Taxes on income
    71       29       223       145  
         
Net Income (Loss)
  $ 142     $ 38     $ 279     $ (10 )
         
Management believes that total segment operating income is useful because it represents the aggregate value of income created by the company’s strategic business units (“SBUs”) and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBU’s segment operating income as determined in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.”

 

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