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FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
COMMISSION FILE NUMBER: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of Registrant as specified in its charter)
OHIO 34-0253240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1144 EAST MARKET STREET, AKRON, OHIO 44316-0001
(Address of principal executive offices) (Zip Code)
(330) 796-2121
(Registrant's telephone number, including area code)
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Number of Shares of Common Stock,
Without Par Value, Outstanding at September 30, 1996: 155,363,615
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The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 (the "Report") of The Goodyear Tire & Rubber Company (the
"Registrant") is amended by this Form 10-Q/A - Amendment No. 1 to the Report
(the "Amendment") by deleting Item 6 of Part II in its entirety, including the
Index of Exhibits incorporated therein by reference, and by inserting in lieu
thereof a new Item 6 of Part II, including a new Index of Exhibits (which adds
Exhibit 12), and by filing with this Amendment an Exhibit 12, all of which are
set forth on the following pages attached to this Amendment:
Page 17 (which sets forth said Item 6 - unchanged)
Pages E-1 through E-3 (which sets forth the Exhibit Index
incorporated by reference into Item 6,
adding Exhibit 12)
Pages X-4.3-1 and X-4.3-2 (Exhibit 4.3)*
Page X-12-1 (Exhibit 12 - Computation of Ratio of Earnings to Fixed
Charges, which is filed for the first time by this
Amendment)
Page X-11-1 (Exhibit 11)*
Page X-27-1 (Exhibit 27)*
*Previously filed with the Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 to its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996 to be signed on its
behalf by the undersigned thereunto duly authorized.
THE GOODYEAR TIRE & RUBBER COMPANY
(REGISTRANT)
Date: November 7, 1996 By /s/ John W Richardson
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John W Richardson,
Vice President
(Signing on behalf of Registrant as a duly
authorized officer of Registrant and signing as
the Principal Accounting Officer of Registrant.)
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) EXHIBITS. See the Index of Exhibits at page E-1, which is by
specific reference incorporated into and made a part of this Quarterly Report on
Form 10-Q.
(b) REPORTS ON FORM 8-K. No Current Report on Form 8-K was filed by The
Goodyear Tire & Rubber Company during the quarter ended September 30, 1996.
17
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THE GOODYEAR TIRE & RUBBER COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
INDEX OF EXHIBITS (1)
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EXHIBIT EXHIBIT
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Table Item No.* Description of Exhibit Number Page
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3 ARTICLES OF INCORPORATION AND BY-LAWS
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Certificate of Amended Articles of Incorporation 3.1
of Registrant, dated December 20, 1954, and
Certificate of Amendment to Amended Articles of
Incorporation of Registrant, dated April 6, 1993,
and Certificate of Amendment to Amended
Articles of Incorporation of Registrant dated June
4, 1996, three documents comprising Registrant's
Articles of Incorporation as amended
(incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit
3.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996).
Code of Regulations of The Goodyear Tire & 3.2
Rubber Company, adopted November 22, 1955, as amended
April 5, 1965, April 7, 1980, April 6, 1981 and April
13, 1987 (incorporated by reference, filed as Exhibit
4.1(B) to Registrant's Registration Statement on Form
S-3, File No. 333-1955).
4 INSTRUMENTS DEFINING
THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
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Conformed copy of Rights Agreement, dated as 4.1
of July 2, 1986, between Registrant and Manufacturers
Hanover Trust Company, Rights Agent, and a copy of
the Appointment of Successor Rights Agent, dated
March 21, 1990, whereunder Registrant appointed First
Chicago Trust Company of New York as the Successor
Rights Agent under the Rights Agreement, as amended
by that certain Amendment to Rights Agreement dated
as of April 6, 1993 between
</TABLE>
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*Pursuant to Item 601 of Regulation S-K.
E-1
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<TABLE>
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EXHIBIT EXHIBIT
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Table Item No.* Description of Exhibit Number Page
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4
Registrant and First Chicago Trust Company of New
York, which Agreement expired on July 28, 1996
(incorporated by reference, filed as Exhibit 4.3 to
Registrant's Registration Statement on Form S-8, File
No. 33-65187).
Conformed copy of Rights Agreement, dated as 4.2
of June 4, 1996, between Registrant and First Chicago
Trust Company of New York, Rights Agent (incorporated
by reference, filed as Exhibit 1 to Registrant's
Registration Statement on Form 8-A dated June 11,
1996 and as Exhibit 4(a) to Registrant's Current
Report on Form 8-K dated June 4, 1996).
Specimen nondenominational Certificate for 4.3 X-4.3-1
shares of the Common Stock, Without Par Value, of
Registrant; First Chicago Trust Company of New York
as transfer agent and registrar.
Conformed copy of Revolving Credit Facility 4.4
Agreement, dated as of July 15, 1994, among
Registrant, the Lenders named therein and Chemical
Bank, as Agent (incorporated by reference, filed as
Exhibit A to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994, File
No. 1-1927).
Conformed copy of Replacement and Restate- 4.5
ment Agreement, dated as of July 15, 1996, among
Registrant, the Lenders named therein and The Chase
Manhattan Bank (formerly Chemical Bank), as Agent
(incorporated by reference, filed as Exhibit 4.5 to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, File 1-1927).
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*Pursuant to Item 601 of Regulation S-K.
E-2
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EXHIBIT EXHIBIT
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Table Item No.* Description of Exhibit Number Page
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4 No other instrument defining the rights of holders of
long-term debt which relates to securities having an
aggregate principal amount in excess of 10% of the
consolidated assets of Registrant and its
subsidiaries was entered into during the quarter
ended September 30, 1996. In accordance with
paragraph (iii) to Part 4 of Item 601 of Regulation
S-K, agreements and instruments defining the rights
of holders of long term debt entered into during the
quarter ended September 30, 1996 which relate to
securities having an aggregate principal amount less
than 10% of the consolidated assets of Registrant and
its Subsidiaries are not filed herewith. The
Registrant hereby agrees to furnish a copy of any
such agreements or instruments to the Securities and
Exchange Commission upon request.
11 STATEMENT RE COMPUTATION OF
PER SHARE EARNINGS
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Statement setting forth the computation of per 11 X-11-1
share earnings.
12 STATEMENTS RE COMPUTATION OF RATIOS 12 X-12-1
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Statement setting forth the Computation of Ratio
of Earnings to Fixed Charges
27 FINANCIAL DATA SCHEDULE 27 X-27-1
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</TABLE>
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*Pursuant to Item 601 of Regulation S-K.
E-3
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EXHIBIT 12
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
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($ in millions)
9 Months
Ended
9-30-96 1995 1994 1993 1992 1991
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EARNINGS
Income before income taxes, extraordinary
items and cumulative effect of accounting changes $ 761.0 $ 925.8 $ 865.7 $ 784.9 $ 629.9 $ 270.7
Add:
Amortization of previously capitalized interest $ 8.8 $ 11.7 $ 10.2 $ 10.1 $ 9.6 $ 7.6
Minority interest in net income of
consolidated subsidiaires with fixed charges 31.2 30.1 16.9 19.0 14.2 18.5
Proportionate share of fixed charges of investees
accounted for by the equity method 4.6 6.3 5.0 4.7 6.9 9.1
Proportionate share of net loss of investees
accounted for by the equity method 3.2 0.5 0.2 0.3 2.2 1.3
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Total additions $ 47.8 $ 48.6 $ 32.3 $ 34.1 $ 32.9 $ 36.5
Deduct:
Capitalized interest $ 3.5 $ 5.1 $ 5.7 $ 5.0 $ 4.0 $ 8.3
Minority interest in net loss of consolidated subsidiaries 3.3 3.3 0.3 0.3 1.8 5.6
Undistributed proportionate share of net income
of investees accounted for by the equity method 0.0 0.2 7.2 4.0 0.9 0.1
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Total deductions $ 6.8 $ 8.6 $ 13.2 $ 9.3 $ 6.7 $ 14.0
TOTAL EARNINGS $ 802.0 $ 965.8 $ 884.8 $ 809.7 $ 656.1 $ 293.2
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FIXED CHARGES
Interest expense $ 100.6 $ 135.0 $ 129.4 $ 162.4 $ 232.9 $ 317.8
Capitalized interest 3.5 5.1 5.7 5.0 4.0 8.3
Amortization of debt discount, premium or expense 0.2 0.4 0.7 0.4 1.0 0.7
Interest portion of rental expense 57.8 77.0 83.0 83.7 87.6 87.0
Proportionate share of fixed charges of investees
accounted for by the equity method 4.6 6.4 5.0 4.7 6.9 9.1
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TOTAL FIXED CHARGES $ 166.7 $ 223.9 $ 223.8 $ 256.2 $ 332.4 $ 422.9
========= ========= ========= ========= ========= =========
TOTAL EARNINGS BEFORE FIXED CHARGES $ 968.7 $ 1,189.7 $ 1,108.6 $ 1,065.9 $ 988.5 $ 716.1
========= ========= ========= ========= ========= =========
RATIO OF EARNINGS TO FIXED CHARGES 5.81 5.31 4.95 4.16 2.97 1.69
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X-12-1
