e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission File Number: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
THE GOODYEAR TIRE & RUBBER COMPANY
(Name of Issuer of the Securities)
1144 East Market Street
Akron, Ohio 44316-0001
(Address of Issuers Principal Executive Office)
TABLE OF CONTENTS
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees (the Plan) as of December 31,
2010 and 2009 and for the fiscal year ended December 31, 2010, together
with the report of Bober, Markey, Fedorovich & Company, independent registered public accounting
firm, are attached to this Annual Report on Form 11-K as Annex A, and are by specific reference
incorporated herein and filed as a part hereof. The Financial Statements and the Notes thereto are
presented in lieu of the financial statements required by Items 1, 2 and 3 of Form 11-K. The Plan
is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
EXHIBITS.
EXHIBIT 23.1 Consent of Bober, Markey, Fedorovich & Company, independent registered public
accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly
caused this Annual Report to be signed by the undersigned thereunto duly authorized.
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THE GOODYEAR TIRE & RUBBER COMPANY |
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Plan Administrator of THE GOODYEAR TIRE &
RUBBER COMPANY EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES |
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June
13, 2011 |
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By: |
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/s/ Richard J. Noechel |
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Richard J. Noechel, Vice President and Controller |
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ANNEX A TO FORM 11-K
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULE
December 31,
2010 and 2009
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
TABLE OF CONTENTS
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Page No. |
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1 - 2 |
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FINANCIAL STATEMENTS |
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3 |
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4 |
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5 - 17 |
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SUPPLEMENTARY SCHEDULE |
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18 |
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Note: Certain schedules required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because
of the absence of the conditions under which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees
Akron, Ohio
We have audited the accompanying statements of net assets available for benefits of The Goodyear
Tire & Rubber Company Employee Savings Plan for Salaried Employees (the Plan) as of December 31,
2010 and 2009, and the related statement of changes in net assets available for benefits for the
year ended December 31, 2010. These financial statements are the responsibility of the Plans
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009 and
the changes in its net assets available for benefits for the year ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States of America.
1
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2010, is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental information is the responsibility of the Plans management. The
supplemental information has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
BOBER, MARKEY, FEDOROVICH & COMPANY
Akron, Ohio
June 8, 2011
2
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2010 and 2009
(Dollars in Thousands)
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2010 |
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2009 |
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Plans Interest in Commingled Trust at Fair Value |
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$ |
1,189,249 |
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$ |
1,080,215 |
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Participant Loans |
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28,331 |
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27,825 |
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Net Assets Available for Benefits at Fair Value |
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1,217,580 |
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1,108,040 |
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Adjustment from Fair Value to Contract Value for Fully
Benefit-Responsive Investment Contracts |
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(26,006 |
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(18,951 |
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Net Assets Available for Benefits |
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$ |
1,191,574 |
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$ |
1,089,089 |
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The accompanying notes are an integral part of these financial statements.
3
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2010
(Dollars in Thousands)
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Contributions: |
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Employee |
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$ |
58,029 |
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Employer |
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51,161 |
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Total Contributions |
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109,190 |
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Deductions: |
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Benefits Paid to Participants or Their Beneficiaries |
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89,693 |
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Total Deductions |
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89,693 |
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Interest from Participant Loans |
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1,352 |
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Net Investment Gain from Plans Interest in Commingled Trust |
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80,162 |
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Net Transfers from Other Plans |
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1,474 |
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Net Increase in Net Assets Available for Benefits During the Year |
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102,485 |
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Net Assets Available for Benefits at Beginning of Year |
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1,089,089 |
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Net Assets Available for Benefits at End of Year |
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1,191,574 |
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The accompanying notes are an integral part of these financial statements.
4
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of The Goodyear Tire & Rubber Company Employee Savings Plan for Salaried Employees
(the Plan) are maintained on the accrual basis of accounting and in accordance with The Northern
Trust Company (the Trustee) Trust Agreement.
Plan Year
The Plan Year is a calendar year.
Trust Assets
Certain savings plans sponsored by The Goodyear Tire & Rubber Company and certain subsidiaries (the
Company or Goodyear) maintain their assets in a master trust entitled The Goodyear Tire &
Rubber Company Commingled Trust (the Commingled Trust) administered by the Trustee. The Company
sponsors three savings plans that participate in the Commingled Trust. The Plans undivided
interest in the Commingled Trust is presented in the accompanying financial statements in
accordance with the allocation made by the Trustee.
Recordkeeper
J. P. Morgan Retirement Plan Services, LLC is the recordkeeper of the Plan.
Investment Valuation and Income Recognition
The investments of the Plan are reported at fair value. The fair value of the Plans interest in
the Commingled Trust is based on the beginning of the year value in the Commingled Trust plus
actual contributions and allocated investment income (loss) less actual distributions and allocated
administrative expenses. The fair value of investments held by the Commingled Trust is the price
that would be received to sell an asset in an orderly transaction between market participants at
the measurement date (See Note 7). Investment income (loss) and administrative expenses relating to
the Commingled Trust are allocated on a daily basis to the Plan based on the Plans value in each
applicable fund within the Commingled Trust.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation
(depreciation) includes the Commingled Trusts gains and losses on investments bought, sold and
held during the year.
5
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Investment contracts held by a defined contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would receive if they were
to initiate permitted transactions under the terms of the plan. The Statements of Net Assets
Available for Benefits present the fair value of the investment contracts held in the Stable Value
Fund of the Commingled Trust as well as the adjustment of the fully benefit-responsive investment
contracts from fair value to contract value. The Statement of Changes in Net Assets Available for
Benefits is prepared on a contract value basis.
Participant Loans
The Plan allows loans to participants in accordance with the Plan document. These loans are
reported at the unpaid principal balance plus accrued interest. Loans are deemed distributions by
the Plan when they are determined to be in default.
Concentration of Credit Risk
The Stable Value Fund of the Commingled Trust invests part of the fund in investment contracts of
financial institutions with strong credit ratings and has established guidelines relative to
diversification and maturities that are intended to maintain safety and liquidity (See Note 8).
The Goodyear Stock Fund invests in the common stock of Goodyear. Significant changes in the price
of Goodyear Stock can result in significant changes in the Net Assets Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the amounts reported in the basic financial statements and related notes to financial statements.
Changes in such estimates may affect amounts reported in future years.
Risk and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risk. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the Statements of Net Assets Available
for Benefits.
Subsequent Events
The Plan has evaluated subsequent events through the date of issuance of the financial statements.
There were no subsequent events which required recognition or disclosure in the financial
statements.
6
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
NOTE 2 GENERAL DESCRIPTION AND OPERATION OF THE PLAN
Inception
The Plan is a defined contribution plan, which became effective July 1, 1984, and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility
Salaried employees based in the U.S. and U.S. expatriate salaried employees, including officers, of
the Company are eligible to participate in the Plan after ninety days of continuous service with
the Company. Employees of the Company who are leased employees, covered by a collective bargaining
agreement (unless the agreement provides for coverage under the Plan), work in a retail store
location, or serving at a location operating under the Dapper Tire, Wingfoot Commercial Tire, or
Dunlop name are not eligible to participate in the Plan. Effective April 1, 2007, newly eligible
employees are automatically enrolled at 4% of compensation for the employee deferral, with annual
1% increments up to 6% of compensation unless the employee elects otherwise.
Vesting
Employee contributions are fully vested. Employer contributions vest after the participant has
completed two years of continuous service with the Company.
Contributions
Eligible employees may elect to contribute from 1% to 50% of earnings, including wages, certain
bonuses, commissions, overtime and vacation pay into the Plan, subject to certain limitations under
the Internal Revenue Code. In addition, the Plan permits catch-up contributions by participants
who have attained age 50 by December 31 of each year. Participating employees may elect to have
their contributions invested in any of the funds available for employees at the time of their
contributions. The Company calculates and deducts employee contributions from gross earnings each
pay period based on the percent elected by the employee. Employees may change their contribution
percent at any time. The change will become effective as soon as administratively possible after
the participant makes it. Employees may suspend their contributions at any time.
The Plan has been established under Section 401 of the Internal Revenue Code. Therefore, employee
(except for Roth 401(k) and post-tax contributions) and employer contributions to the Plan are not
subject to Federal income withholding tax, but are taxable when they are withdrawn from the Plan.
7
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
All participants are entitled to elect their employee contributions to be on a pre-tax or post-tax
basis, or as a Roth 401(k) contribution, subject to certain limitations under the Internal Revenue
Code.
The Plan provides a Company retirement contribution equal to 3% of compensation and Company
matching contribution equal to 50% of the first 4% of compensation that the employee contributes to
the Plan. Employees hired before April 1, 2007 are eligible for additional age-based employer
contributions of up to 6% of compensation. The employee can elect to invest Company contributions
in any of the investment options available for employee contributions. Participants may not elect
to contribute more than 10% of Company retirement contributions to the Goodyear Stock Fund.
Participants may transfer amounts attributable to employee or employer contributions from one fund
to the other on a daily basis. Participants may not hold more than 10% of the account balance
related to Company retirement contributions in the Goodyear Stock Fund.
Participant Accounts
A variety of funds have been established for each participant in the Plan. All fund accounts are
valued daily by the Trustee.
Interest and dividends (in funds other than the Goodyear Stock Fund) are automatically reinvested
in each participants respective accounts and reflected in the unit value of the fund which affects
the value of the participants accounts.
Under the Employee Stock Ownership Plan (the ESOP), participants may elect to receive in cash
dividends on the Goodyear stock held in their employer match account. Such election results in a
distribution to the participant. For the year ended December 31, 2010 there were no dividends paid
on the Goodyear stock held.
Plan Withdrawals and Distributions
Participants may take in-service distributions of vested amounts from their accounts if they:
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Attain the age of 591/2, or |
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Qualify for a financial hardship. |
8
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
The Internal Revenue Service (IRS) issued guidelines governing financial hardship. Under the IRS
guidelines, withdrawals are permitted for severe financial hardship. Contributions to the Plan are
automatically suspended for 6 months subsequent to a financial hardship withdrawal.
Participant vested amounts are payable upon retirement, death or other termination of employment.
All withdrawals and distributions are valued as of the end of the day they are processed, and may
be subject to income tax upon receipt. Any non-vested Company contributions are forfeited and
applied to reduce plan expenses and future contributions by the Company. As of December 31, 2010
and 2009, the Plan had forfeiture credits of $216,856 and $321,709, respectively.
Participant Loans
Eligible employees may borrow money from their participant accounts. The minimum amount to be
borrowed is $1,000. The maximum amount to be borrowed is the lesser of $50,000 reduced by the
highest outstanding balance of any loans during the preceding twelve month period, or 50% of the
participants vested account balance. Participants may have up to two loans outstanding at any
time. The interest rate charged will be a fixed rate that will be established at the time of the
loan application based on prime plus one percent (4.25% at December 31, 2010 and 2009).
Loan repayments, with interest, are made through payroll deductions. If a loan is not repaid when
due, the loan balance is treated as a taxable distribution from the Plan.
Rollovers
Employees, Plan participants, or former Plan participants may transfer eligible cash distributions
from any other employer sponsored plan qualified under Section 401 of the Internal Revenue Code
into the Plan by a direct transfer from such other plan.
Expenses
Expenses of administering the Plan were paid partly by the Company and partly by the Commingled
Trust. The payment of Trustees fees and brokerage commissions associated with the Company Stock
Fund are paid by the Company. Expenses related to the asset management of the investment funds and
independent fiduciary of the Goodyear Stock Fund are paid from such funds which reduce the
investment return reported and credited to participant accounts. Recordkeeping fees are paid
pro-rata from all funds in which a participant invests.
9
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
The J. P. Morgan Personal Asset Manager Program is available to all participants. This program
provides personalized portfolio management for participants who wish to delegate investment
decisions about fund choices within the Plan to a professional manager. Participation in the
program is paid solely by those participants electing to enroll. The expenses reduce the
investment return reported and credited to enrolled participant accounts.
Termination Provisions
The Company anticipates and believes that the Plan will continue without interruption, but reserves
the right to discontinue the Plan. In the event of termination, the obligation of the Company to
make further contributions ceases. All participants accounts would then be fully vested with
respect to Company contributions.
NOTE 3 RELATED PARTY TRANSACTIONS
An affiliate of the Trustee serves as the fund manager of the S&P 500 Index Stock Equity Fund.
J. P. Morgan Investment Management, Inc., an affiliate of the recordkeeper, serves as the fund
manager of the Large Capitalization Value Fund and the International Equity Fund.
The Goodyear Stock Fund is designed for investment in common stock of the Company, except for
short-term investments needed for Plan operations. During 2010, the price per share of Goodyear
common stock on The New York Stock Exchange composite transactions ranged from $9.10 to $16.39.
The closing price per share of Goodyear common stock on The New York Stock Exchange was $11.85 at
December 31, 2010 ($14.10 at December 31, 2009). The common stock of Goodyear and a Short-Term
Investments Fund are the current investments of this fund. The portion of this fund related to
employer contributions is designated as an ESOP.
10
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
NOTE 4 TAX STATUS OF PLAN
The IRS has determined and informed the Company by a letter dated July 24, 2003 that the Plan is
qualified and the trust established for the Plan is exempt from Federal Income Tax under the
appropriate Sections of the Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Company and Plans tax counsel believe the Plan is currently
designed and being operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the Plans financial
statements. On March 17, 2011 the Company was notified by the IRS that their application for an
updated determination letter was in process.
NOTE 5 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2010 and 2009 to the Form 5500:
(Dollars in Thousands)
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2010 |
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2009 |
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Net Assets Available for Benefits per the Financial Statements |
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$ |
1,191,574 |
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$ |
1,089,089 |
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Amount for adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
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26,006 |
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18,951 |
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Amounts Allocated to Withdrawing Participants |
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(506 |
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(35 |
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Net Assets Available for Benefits per the Form 5500 |
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$ |
1,217,074 |
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$ |
1,108,005 |
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The following is a reconciliation of benefits paid to participants per the financial statements for
the year ended December 31, 2010 to the Form 5500:
(Dollars in Thousands)
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Benefits Paid to Participants per the Financial Statements |
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$ |
89,693 |
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Add: Amounts Allocated to Withdrawing Participants
at December 31, 2010 |
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506 |
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Less: Amounts Allocated to Withdrawing Participants
at December 31, 2009 |
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(35 |
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Benefits Paid to Participants per the Form 5500 |
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$ |
90,164 |
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11
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that
have been processed and approved for payment prior to the plan year end, but not yet paid as of
that date.
The following is a reconciliation of net investment gain from the Plans interest in the Commingled
Trust per the financial statements for the year ended December 31, 2010 to the Form 5500:
(Dollars in Thousands)
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Net Investment Gain from Plans Interest in Commingled Trust
per the Financial Statements |
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$ |
80,162 |
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Impact of reflecting fully benefit-responsive investment
contracts at fair value |
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7,055 |
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Net Investment Gain from Plans Interest in Commingled Trust
per the Form 5500 |
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$ |
87,217 |
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Fully benefit-responsive investment contracts are recorded at fair value on the Form 5500.
NOTE 6 FINANCIAL DATA OF THE COMMINGLED TRUST
All of the Plans investments are in the Commingled Trust, which was established for the investment
of Plan assets. Each participating plan has an undivided interest in the Commingled Trust. At
December 31, 2010 and 2009, the Plans interest in the net assets of the Commingled Trust was
approximately 64.3% and 62.8% respectively.
12
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
The Statements of Net Assets Available for Benefits of the Commingled Trust are as follows:
(Dollars in Thousands)
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2010 |
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2009 |
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Investments: |
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Common Collective Trusts |
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JP Morgan Value Opportunities Fund |
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$ |
44,811 |
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$ |
40,796 |
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NTGI-QM
Daily S&P 500 Equity Index Fund |
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325,576 |
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298,148 |
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JPMCB EAFE Plus Fund |
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140,309 |
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126,417 |
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Wellington Management Growth Fund |
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45,907 |
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40,083 |
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Short-Term Investments |
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22,972 |
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35,108 |
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Mutual Funds |
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Western Asset Core Plus Bond Fund Inst. Class Fund |
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38,420 |
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32,300 |
|
Vanguard Target Retirement Income Fund |
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4,124 |
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2,960 |
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Vanguard Target Retirement 2005 Fund |
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|
13,864 |
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12,935 |
|
Vanguard Target Retirement 2015 Fund |
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34,758 |
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|
24,799 |
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Vanguard Target Retirement 2025 Fund |
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|
90,546 |
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65,951 |
|
Vanguard Target Retirement 2035 Fund |
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|
39,715 |
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24,078 |
|
Vanguard Target Retirement 2045 Fund |
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|
49,302 |
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36,066 |
|
Artisan Small Capitalization Growth Fund |
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47,092 |
|
Eagle Small Capitalization Growth Fund |
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55,518 |
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RS Partners Small Capitalization Value Fund |
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19,715 |
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15,015 |
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Charles Schwab Self Directed Account Mutual Funds |
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31,188 |
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27,508 |
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Common Stock of The Goodyear Tire & Rubber Company |
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|
116,019 |
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140,668 |
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Investment Contracts (See Note 8) |
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780,599 |
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751,650 |
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Total Investments |
|
|
1,853,343 |
|
|
|
1,721,574 |
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
Other |
|
|
120 |
|
|
|
341 |
|
Accrued Interest and Dividends |
|
|
237 |
|
|
|
143 |
|
|
|
|
|
|
|
|
Total Receivables |
|
|
357 |
|
|
|
484 |
|
|
|
|
|
|
|
|
Total Assets |
|
|
1,853,700 |
|
|
|
1,722,058 |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Pending Trades |
|
|
(662 |
) |
|
|
|
|
Administrative Expenses Payable |
|
|
(2,728 |
) |
|
|
(1,802 |
) |
|
|
|
|
|
|
|
Total Liabilities |
|
|
(3,390 |
) |
|
|
(1,802 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for Benefits |
|
$ |
1,850,310 |
|
|
$ |
1,720,256 |
|
|
|
|
|
|
|
|
13
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Net investment gain for the Commingled Trust is as follows:
(Dollars in Thousands)
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2010 |
|
Net Appreciation (Depreciation) in Fair Value of Investments: |
|
|
|
|
Common Collective Trust |
|
$ |
63,769 |
|
Mutual Funds |
|
|
38,952 |
|
Common Stock |
|
|
(21,228 |
) |
Self Directed Account Mutual Funds |
|
|
2,902 |
|
|
|
|
|
|
|
|
84,395 |
|
|
|
|
|
|
Interest and Dividends |
|
|
37,388 |
|
|
|
|
|
Investment Gain |
|
|
121,783 |
|
Administrative Expenses |
|
|
(4,379 |
) |
|
|
|
|
Net Investment Gain |
|
$ |
117,404 |
|
|
|
|
|
NOTE 7 FAIR VALUE MEASUREMENTS
Assets and liabilities measured at fair value are classified using the following hierarchy, which
is based upon the transparency of inputs to the valuation as of the measurement date:
|
|
|
Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or
liabilities in active markets. |
|
|
|
Level 2 Valuation is based upon quoted prices for similar assets and liabilities in
active markets, or other inputs that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the financial instrument. |
|
|
|
Level 3 Valuation is based upon other unobservable inputs that are significant to the
fair value measurement. |
The classification of fair value measurements within the hierarchy is based upon the lowest level
of input that is significant to the measurement. Valuation methodologies used for assets and
liabilities measured at fair value are as follows:
Common stock: Valued at the closing price reported on the active market on which the individual
securities are traded.
14
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Mutual funds: Valued at the net asset value of shares held by the Commingled Trust at year end, as
determined by the closing price reported on the active market on which the individual securities
are traded.
Common collective trusts: Valued at the net asset value of units held by the Commingled Trust at
year end, as determined by a pricing vendor or the fund family. Common collective trust funds are
invested to earn returns that match or exceed U.S. or international equity indexes.
Investment contracts: Valued at fair value by discounting the related cash flows based on current
yields of similar instruments with comparable durations considering the credit-worthiness of the
issuer (see Note 8).
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Commingled Trusts
assets at fair value as of December 31, 2010 and 2009:
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual funds |
|
$ |
377,150 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
377,150 |
|
Common stocks |
|
|
116,019 |
|
|
|
|
|
|
|
|
|
|
|
116,019 |
|
Common collective trusts |
|
|
|
|
|
|
579,575 |
|
|
|
|
|
|
|
579,575 |
|
Investment contracts |
|
|
|
|
|
|
|
|
|
|
780,599 |
|
|
|
780,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
493,169 |
|
|
$ |
579,575 |
|
|
$ |
780,599 |
|
|
$ |
1,853,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual funds |
|
$ |
288,704 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
288,704 |
|
Common stocks |
|
|
140,668 |
|
|
|
|
|
|
|
|
|
|
|
140,668 |
|
Common collective trusts |
|
|
|
|
|
|
540,552 |
|
|
|
|
|
|
|
540,552 |
|
Investment contracts |
|
|
|
|
|
|
|
|
|
|
751,650 |
|
|
|
751,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
429,372 |
|
|
$ |
540,552 |
|
|
$ |
751,650 |
|
|
$ |
1,721,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
The following table sets forth a summary of changes in fair value of the Commingled Trusts Level 3
assets for the year ended December 31, 2010:
(Dollars in Thousands)
|
|
|
|
|
|
|
Investment Contracts |
|
Balance, beginning of year |
|
$ |
751,650 |
|
Change in fair value |
|
|
10,974 |
|
Purchases, sales, issuances and settlements (net) |
|
|
17,975 |
|
|
|
|
|
Balance, end of year |
|
$ |
780,599 |
|
|
|
|
|
NOTE 8 INVESTMENT CONTRACTS
One investment fund available under the Commingled Trust is the Stable Value Fund, which has
entered into benefit-responsive guaranteed investment contracts and wrapper contracts with various
financial institutions. The financial institutions maintain the contributions in general accounts.
The accounts are credited with earnings on the underlying investments and charged for participant
withdrawals and administrative expenses.
As described in Note 1, because the guaranteed investment contracts held by the Commingled Trust
are fully benefit-responsive, contract value is the relevant measurement attribute for that portion
of the net assets available for benefits attributable to the guaranteed investment contracts.
Contract value, as reported to the Commingled Trust by the manager of the Stable Value Fund,
represents contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. There are no reserves against contract value for
credit risk of the contract issuers or otherwise. The crediting interest rate is based on a formula
agreed upon individually with the issuers.
The Stable Value Fund has purchased wrapper contracts from the financial institutions. The wrapper
contracts amortize the realized and unrealized gains and losses on the underlying fixed income
investments, typically over the duration of the investments, through adjustments to the future
interest crediting rate (which is the rate earned by participants in the fund for underlying
investments). The issuers of the wrapper contracts provide assurance that the adjustments to the
interest crediting rate do not result in a future interest crediting rate that is less than zero.
16
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Certain events limit the ability of the Plan to transact at contract value with the issuer. These
events include termination of the Plan, a material adverse change to the provisions of the Plan, if
the Commingled Trust elects to withdraw from a wrapper contract in order to switch to a different
investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a
division) do not meet the wrapper contract issuers underwriting criteria for issuance of a clone
wrapper contract. The events described above that could result in the payment of benefits at
market value rather than contract value are not probable of occurring in the foreseeable future.
The wrapper contracts do not permit the issuers to terminate the contracts unless the Plan loses
its qualified status, has incurred material breaches of responsibilities, or material and adverse
changes occur to the provisions of the Plan.
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2010 |
|
Average Yields: |
|
|
|
|
Based on actual earnings |
|
|
2.0 |
% |
Based on interest rate credited to participants |
|
|
3.8 |
% |
17
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
SCHEDULE
H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2010
Employer Identification Number: 34-0253240, Plan Number: 004
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
Description of investment |
|
|
|
|
|
|
Identity of issue, borrower |
|
including maturity date, rate of interest, |
|
|
|
|
|
|
lessor or similar party |
|
collateral par, or maturity value |
|
Cost |
|
Current Value |
*
|
|
Participant Loans
|
|
4.25% 9.25%
|
|
$
|
|
$28,331,114 |
Note: This schedule excludes the Plans interest in the Commingled Trust, which is not required to
be reported on the schedule pursuant to the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
|
|
|
* |
|
Represents a party-in-interest to the Plan, as defined by ERISA |
18