Goodyear Tire & Rubber Co S-3ASR, filed May 13, 2020
Goodyear Tire & Rubber Co (GT)
Table of Contents
As filed with the Securities and Exchange Commission on May 13, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Goodyear Tire & Rubber Company
(Exact name of registrant as specified in its charter)
| Ohio | 34-0253240 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Subsidiary Guarantors Listed on Schedule A Hereto
(Exact name of registrants as specified in their charter)
| 200 Innovation Way Akron, Ohio 44316-0001 (330) 796-2121 |
David E. Phillips, Esq. Senior Vice President and General Counsel The Goodyear Tire & Rubber Company 200 Innovation Way Akron, Ohio 44316-0001 (330) 796-2121 | |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copy to:
David H. Engvall
Covington & Burling LLP
One CityCenter, 850 Tenth Street, NW
Washington, DC 20001
(202) 662-6000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Debt Securities |
(1) | (1) | (1) | (2) | ||||
| Guarantees of Debt Securities |
(1) | (1) | (1) | (3) | ||||
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| (1) | An indeterminate aggregate initial offering price or number of each identified class of securities is being registered as may from time to time be offered at indeterminate prices. |
| (2) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of all of the registration fee. |
| (3) | Subsidiaries of The Goodyear Tire & Rubber Company may fully and unconditionally guarantee the debt securities of The Goodyear Tire & Rubber Company. In accordance with Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees of the debt securities being registered. |
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Schedule A
Subsidiary Guarantors
| Registrant |
State of Incorporation or Organization |
I.R.S. Employer Identification Number |
Address of Registrant’s Principal Executive Offices |
Address of Agent for Service | ||||
| Celeron Corporation |
Delaware | 51-0269149 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 251 Little Falls Drive Wilmington, Delaware 19808 (800) 927-9800 | ||||
| Divested Companies |
Delaware | 51-0304855 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 251 Little Falls Drive Wilmington, Delaware 19808 (800) 927-9800 | ||||
| Divested Litchfield Park |
Arizona | 51-0304856 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 8825 N. 23rd Avenue Suite 100 Phoenix, Arizona 85021 (800) 927-9800 | ||||
| Goodyear Export Inc. |
Delaware | 26-2890770 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 251 Little Falls Drive Wilmington, Delaware 19808 (800) 927-9800 | ||||
| Goodyear Farms, Inc. |
Arizona | 86-0056985 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 8825 N. 23rd Avenue Suite 100 Phoenix, Arizona 85021 (800) 927-9800 | ||||
| Goodyear International |
Delaware | 34-0253255 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 251 Little Falls Drive Wilmington, Delaware 19808 (800) 927-9800 | ||||
| Goodyear Western |
Delaware | 34-0736571 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 251 Little Falls Drive Wilmington, Delaware 19808 (800) 927-9800 | ||||
| Raben Tire Co., LLC |
Indiana | 35-1162941 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 135 North Pennsylvania Street Suite 1610 Indianapolis, Indiana 46204 (800) 927-9800 | ||||
| T&WA, Inc. |
Kentucky | 62-1723160 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 |
Corporation Service Company 421 West Main Street Frankfort, Kentucky 40601 (800) 927-9800 | ||||
| Goodyear Canada Inc. |
Ontario | Not applicable | 450 Kipling Avenue Toronto, Ontario M8Z 5E1 Canada (416) 201-4300 |
Secretary 450 Kipling Avenue Toronto, Ontario M8Z 5E1 Canada (416) 201-4300 | ||||
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PROSPECTUS
The Goodyear Tire & Rubber Company
Debt Securities
We may offer and sell from time to time, in one or more offerings, debt securities at prices and on terms determined at the time of any such offering. The debt securities may be guaranteed by one or more of our subsidiaries. We may offer and sell the debt securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
Each time debt securities are sold, we will provide one or more supplements to this prospectus that will contain additional information about the specific offering and the terms of the debt securities being offered. The supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement before you invest in any of our securities.
Investing in our securities involves risks. See “Risk Factors” on page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
This prospectus is dated May 13, 2020
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In making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or any other offering material filed or provided by us. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or any other offering material is accurate as of any date other than the date on the front of such document. Any information incorporated by reference in this prospectus, any accompanying prospectus supplement or any other offering material is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since that date.
We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process, which allows us to offer and sell, from time to time, our debt securities in one or more offerings.
Each time we offer to sell our debt securities pursuant to this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering and the means of distribution. The prospectus supplement may also add, update or change information contained in this prospectus. In addition, as we describe in the section titled “Where You Can Find More Information,” we have filed and plan to continue to file other documents with the SEC that contain information about us and the business conducted by us. Before you decide whether to invest in our debt securities, you should read this prospectus, the accompanying prospectus supplement and the information that we file with the SEC.
In this prospectus, “Goodyear,” “we,” “our” and “us” refer to The Goodyear Tire & Rubber Company and its consolidated subsidiaries, except as otherwise indicated or as the context otherwise requires. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. The information contained on the SEC’s website is expressly not incorporated by reference into this prospectus, except as expressly set forth under the caption “Incorporation of Certain Documents by Reference.” Our SEC filings are also available through our website (http://www.goodyear.com). The contents of our website are not part of, and shall not be deemed incorporated by reference in, this prospectus. Our internet address is included in this document as an inactive textual reference only.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” documents that we file with the SEC into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference in this prospectus is considered part of this prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We incorporate by reference the following documents which have been filed with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed):
| • | Annual Report on Form 10-K for the year ended December 31, 2019; |
| • | Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; |
| • | the portions of our Definitive Proxy Statement on Schedule 14A, filed on March 6, 2020, as supplemented on March 25, 2020, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019; and |
| • | Current Reports on Form 8-K (and/or amendments thereto) filed on February 28 , April 3, April 9, April 15 and April 23, 2020. |
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus until the termination of the offering of all securities under this prospectus, shall be deemed to be incorporated in this prospectus by reference. The information contained on our website (http://www.goodyear.com) is not incorporated into this prospectus.
You may request a copy of any documents incorporated by reference herein at no cost by writing or telephoning us at:
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Attention: Investor Relations
Telephone number: 330-796-3751
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
Certain information set forth herein or incorporated by reference herein (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus or, in the case of information incorporated by reference herein, as of the date of the document in which such information appears. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
| • | our future results of operations, financial condition and liquidity are expected to be adversely impacted by the COVID-19 pandemic, and that impact may be material; |
| • | if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected; |
| • | we face significant global competition and our market share could decline; |
| • | deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity; |
| • | raw material and energy costs may materially adversely affect our operating results and financial condition; |
| • | if we experience a labor strike, work stoppage or other similar event our business, results of operations, financial condition and liquidity could be materially adversely affected; |
| • | our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity; |
| • | we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity; |
| • | our long term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results; |
| • | financial difficulties, work stoppages, supply disruptions or economic conditions affecting our major original equipment customers, dealers or suppliers could harm our business; |
| • | our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner; |
| • | we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health; |
| • | any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations; |
| • | our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; |
| • | we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales; |
| • | we may incur significant costs in connection with our contingent liabilities and tax matters; |
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| • | our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded; |
| • | we are subject to extensive government regulations that may materially adversely affect our operating results; |
| • | we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attacks, natural disasters or other similar disruptions; |
| • | if we are unable to attract and retain key personnel, our business could be materially adversely affected; and |
| • | we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters. |
It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.
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We are one of the world’s leading manufacturers of tires, engaging in operations in most regions of the world. In 2019, our net sales were $14,745 million and Goodyear net loss was $311 million. We develop, manufacture, market and distribute tires for most applications. We also manufacture and market rubber-related chemicals for various applications. We are one of the world’s largest operators of commercial truck service and tire retreading centers. In addition, we operate approximately 1,000 retail outlets where we offer our products for sale to consumer and commercial customers and provide repair and other services. We manufacture our products in 46 manufacturing facilities in 21 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 63,000 full-time and temporary associates worldwide.
We are an Ohio corporation organized in 1898. Our principal executive offices are located at 200 Innovation Way, Akron, Ohio 44316-0001. Our telephone number at that address is (330) 796-2121.
Investing in our debt securities involves risk. Before investing in our debt securities, you should carefully consider all of the information contained or incorporated by reference in this prospectus, the applicable prospectus supplement and the documents incorporated by reference herein and therein as set out in the section titled “Incorporation of Certain Documents by Reference,” including, in particular, the matters, risks, uncertainties and assumptions described under the caption “Risk Factors” included herein and therein. For information regarding documents incorporated by reference in this prospectus and any prospectus supplement, see “Incorporation of Certain Documents by Reference.”
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Unless otherwise indicated in the applicable prospectus supplement, we expect to use the net proceeds from any sale of debt securities offered by this prospectus for general corporate purposes. General corporate purposes may include:
| • | repayment or refinancing of a portion of our existing short-term or long-term debt; |
| • | redemption or repurchases of certain outstanding securities; |
| • | capital expenditures; |
| • | additional working capital; |
| • | loans or advances to affiliates; and |
| • | other general corporate purposes. |
Our management will retain broad discretion in the allocation of the net proceeds from the sale of our debt securities.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt securities sets forth certain general terms and provisions of the debt securities to which any prospectus supplement may relate. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to those debt securities will be described in the prospectus supplement relating to those debt securities. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the prospectus supplement relating thereto and to the following description. For purposes of this section, the term “Company” refers only to The Goodyear Tire & Rubber Company and not to any of its subsidiaries, and the terms “we,” “our” and “us” refer to The Goodyear Tire & Rubber Company and, where the context so requires, certain or all of its subsidiaries.
We may issue debt securities from time to time in one or more series. The debt securities will be general obligations of the Company. In the event that any series of debt securities will be subordinated to other indebtedness that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the subordinated debt securities. Debt securities will be issued under one or more indentures between us and Wells Fargo Bank, N.A., as trustee, or another trustee named in the prospectus supplement. A copy of the indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following discussion of certain provisions of the indenture is a summary only and should not be considered a complete description of the terms and provisions of the indenture. Accordingly, the following discussion is qualified in its entirety by reference to the provisions of the indenture, including the definition of certain terms used below.
General
The debt securities represent direct, general obligations of the Company and:
| • | may rank equally with other unsubordinated debt or may be subordinated to other debt we have or may incur; |
| • | may be issued in one or more series with the same or various maturities; |
| • | may be issued at a price of 100% of their principal amount or at a premium or discount; |
| • | may be issued in registered or bearer form and certificated or uncertificated form; and |
| • | may be represented by one or more global securities registered in the name of a designated depositary or its nominee, and if so, beneficial interests in the global security will be shown on and transfers will be made only through records maintained by the designated depositary and its participants. |
The aggregate principal amount of debt securities that we may issue and deliver is unlimited. The debt securities may be issued in one or more series as we may authorize from time to time. You should refer to the applicable prospectus supplement for the terms of the debt securities of the series with respect to which that prospectus supplement is being delivered, which terms may include:
| • | title and aggregate principal amount; |
| • | price or prices; |
| • | maturity date(s); |
| • | interest rate(s), if any, or the method for determining the interest rate(s); |
| • | dates on which interest, if any, will accrue, or the method for determining dates on which interest, if any, will accrue, dates on which interest, if any, will be payable and the basis upon which interest, if any, will be calculated; |
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| • | currency or currencies in which debt securities of the series will be denominated and, if payments of principal or interest, if any, are to be made in one or more currencies other than that or those in which the debt securities of the series are denominated, the method for determining the exchange rate; |
| • | place(s) where the principal, premium, if any, and interest, if any, shall be payable or the method of such payment; |
| • | place(s) where the debt securities of the series may be surrendered for registration or transfer or exchange and where notices and demands to or upon the Company may be served; |
| • | redemption or early repayment provisions; |
| • | form of the debt securities of the series; |
| • | if any debt securities of the series are to be issued as securities in bearer form, certain terms relating to securities in bearer form; |
| • | our obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any sinking fund or analogous provisions; |
| • | denominations in which debt securities of the series will be issuable; |
| • | conversion or exchange features; |
| • | if the amount of principal, premium, if any, or interest, if any, will be determined with reference to an index or pursuant to a formula, the method for determining such amounts; |
| • | if the principal amount payable at the stated maturity will not be determinable as of any date(s) prior to such stated maturity, the amount that will be deemed to be such principal amount as of any such date for any purpose; |
| • | provisions relating to satisfaction and discharge of the indenture and defeasance; |
| • | if other than the principal amount thereof, the portion of the principal amount of debt securities of the series that shall be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy; |
| • | terms, if any, of the transfer, mortgage, pledge or assignment as security for the debt securities of the series of any properties, assets, moneys, proceeds, securities or other collateral; |
| • | defaults and events of default applicable to the debt securities of the series; |
| • | if the debt securities of the series shall be issued in whole or in part in the form of a global security, the terms and conditions, if any, upon which such global security may be exchanged in whole or in part for other individual debt securities of the series in definitive registered form, the depositary for such global security and the form of any legend or legends to be borne by any such global security; |
| • | any trustee, authenticating or paying agent, transfer agent or registrar; |
| • | covenants, definitions or other terms which apply to the debt securities of the series; |
| • | terms, if any, of any guarantee of the payment of principal, premium, if any, and interest, if any, with respect to debt securities of the series; |
| • | subordination, if any, of the debt securities of the series or any related subsidiary guarantee; |
| • | with regard to debt securities of the series that do not bear interest, the dates for certain required reports to the trustee; and |
| • | any other terms of the debt securities of the series (which may modify, amend or delete any provision of the indenture insofar as it applies to such series). |
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The prospectus supplement will also describe any material U.S. federal income tax consequences or other special considerations applicable to the series of debt securities to which such prospectus supplement relates.
Unless otherwise provided in the applicable prospectus supplement, debt securities in registered form may be transferred or exchanged at the office of the trustee at which its corporate trust operations are administered in the United States, subject to the limitations provided in the indenture, with the payment of any taxes and fees required by law or permitted by the indenture payable in connection therewith. Securities in bearer form will be transferable only by delivery. Provisions with respect to the transfer or exchange of securities in bearer form will be described in the prospectus supplement relating to those securities in bearer form.
Subject to applicable abandoned property laws, all funds that we pay to a paying agent for the payment of principal or interest with respect to any debt securities that remain unclaimed at the end of two years after that principal or interest shall have become due and payable will be repaid to us, and the holders of those debt securities or any related coupons will thereafter look only to us for payment thereof.
Guarantees
Any debt securities may be guaranteed by one or more of our direct or indirect subsidiaries. Each prospectus supplement will describe any guarantees for the benefit of the series of debt securities to which it relates.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
Limitations on Issuance of Securities in Bearer Form
The debt securities of a series may be issued as securities in registered form (which will be registered as to principal and interest in the register maintained by the registrar for such debt securities) or securities in bearer form (which will be transferable only by delivery). If such debt securities are issuable as securities in bearer form, the applicable prospectus supplement will describe certain special limitations and considerations that will apply to such debt securities.
Certain Covenants
The indenture, as supplemented for a particular series of debt securities under which such series of debt securities are issued, may contain certain covenants for the benefit of the holders of such series of debt securities, which will be applicable (unless waived or amended) so long as any of the debt securities of such series are outstanding, unless stated otherwise in the prospectus supplement. The specific terms of the covenants, and summaries thereof, will be set forth in the prospectus supplement relating to such series of debt securities.
Subordination
Debt securities of a series, or any related subsidiary guarantee, may be subordinated to senior indebtedness (as defined in the applicable prospectus supplement) to the extent set forth in the prospectus supplement relating
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thereto. The Company currently conducts a portion of its operations through its subsidiaries. To the extent such subsidiaries are not subsidiary guarantors for a series of debt securities, creditors of such subsidiaries, including trade creditors, and preferred stockholders, if any, of such subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of creditors of the Company, including holders of such series of debt securities. A series of debt securities, therefore, will be effectively subordinated to the claims of creditors, including trade creditors, and preferred stockholders, if any, of our subsidiaries that are not subsidiary guarantors with respect to such series of debt securities.
Events of Default
Each of the following constitutes an event of default under the indenture with respect to any series of debt securities:
| • | default in the payment of interest on the debt securities of that series when due and payable that continues for 30 days; |
| • | default in payment of the principal on the debt securities of that series, when such amount becomes due and payable at maturity, upon optional or required redemption, upon declaration of acceleration or otherwise; |
| • | failure to comply with the obligations described under “— Mergers and Sales of Assets” below; |
| • | failure to comply with any of our other agreements with respect to the debt securities of that series or the indenture or supplemental indenture related to that series of debt securities and that failure continues for 60 days after notice thereof; |
| • | certain events of bankruptcy, insolvency or reorganization affecting us; or |
| • | if such series of debt securities has the benefit of subsidiary guarantees, any such subsidiary guarantee ceases to be in full force and effect in all material respects (except as contemplated by the terms thereof) or any applicable subsidiary guarantor denies or disaffirms such subsidiary guarantor’s obligations under the indenture or any such subsidiary guarantee and such default continues for 10 days after receipt of notice thereof. |
A prospectus supplement may omit, modify or add to the foregoing events of default.
A default under the fourth or the sixth (only with respect to a subsidiary guarantor that is not a significant subsidiary) clause above will not constitute an event of default until the trustee or the holders of 25% in principal amount of the outstanding debt securities of that series notify us (and also the trustee if given by holders) of the default and we do not cure such default within the time specified after receipt of such notice. As used herein, “significant subsidiary” means any subsidiary of the Company that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
If any event of default (other than an event of default relating to certain events of bankruptcy, insolvency or reorganization) occurs and is continuing with respect to a particular series of debt securities, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series by notice to us (and also the trustee if given by holders) may declare the principal amount of and accrued but unpaid interest on the debt securities of that series to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on the debt securities of that series will become immediately due and payable without any declaration or other act on the part of the trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of the outstanding debt securities of a series may rescind any such acceleration with respect to the debt securities of that series and its consequences.
Subject to the provisions of the indenture relating to the duties of the trustee, in case an event of default occurs and is continuing with respect to a series of debt securities, the trustee will be under no obligation to exercise any
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of the rights or powers under the indenture at the request or direction of any of the holders of that series of debt securities unless such holders have offered to the trustee indemnity satisfactory to the trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest (if any) with respect to the debt securities of a series when due, no holder of the debt securities of such series may pursue any remedy with respect to the indenture or such series of debt securities unless:
| • | such holder has previously given the trustee notice that an event of default is continuing with respect to that series of debt securities; |
| • | holders of at least 25% in principal amount of the outstanding debt securities of that series have requested the trustee in writing to pursue the remedy; |
| • | such holders of debt securities of that series have offered the trustee indemnity satisfactory to the trustee against any loss, liability or expense; |
| • | the trustee has not complied with such request within 60 days after the receipt of the request and the offer of indemnity; and |
| • | the holders of a majority in principal amount of the outstanding debt securities of that series have not given the trustee a direction inconsistent with such request within such 60-day period. |
Subject to certain restrictions, the holders of a majority in principal amount of the outstanding debt securities of any series will, with respect to that series of debt securities, be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder of debt securities of such series or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
If a default with respect to debt securities of any series occurs and is continuing and is known to the trustee, the trustee must mail to each holder of debt securities of such series, notice of the default within the earlier of 90 days after it occurs or 30 days after it is actually known to certain officers of the trustee or written notice of it is received by the trustee. Except in the case of a default in the payment of principal of, premium (if any) or interest (if any) on any debt securities of any series (including payments pursuant to the redemption provisions of such debt securities), the trustee may withhold notice if and so long as a committee of its officers in good faith determines that withholding notice is in the interests of the holders of that series of debt securities. In addition, we will be required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any default that occurred during the previous year. We will also be required to deliver to the trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain events of default, their status and what action we are taking or propose to take in respect thereof.
Modification and Waiver
The indenture may be amended with respect to any series of debt securities with the written consent of the holders of a majority in principal amount of the debt securities of that series then outstanding voting as a single class, and any past default or compliance with any provisions with respect to any series of debt securities may be waived with the consent of the holders of a majority in principal amount of the debt securities of that series then outstanding voting as a single class. However, without the consent of each holder of an outstanding debt security affected thereby, no amendment may, among other things:
| • | reduce the amount of debt securities of any series whose holders must consent to an amendment; |
| • | reduce the rate of or extend the time for payment of interest on any debt security; |
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| • | reduce the principal of or extend the stated maturity of any debt security; |
| • | reduce the premium, if any, payable upon the redemption of any debt security or change the time at which such debt security may be redeemed; |
| • | make any debt security payable in money or securities other than that stated in such debt security; |
| • | impair the right of any holder to receive payment of principal of, and interest on, such holder’s debt securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s debt securities; |
| • | in the case of any subordinated debt security or coupons appertaining thereto, make any change in the provisions of the indenture relating to subordination that adversely affects the rights of any holder under such provisions; |
| • | make any change in the amendment provisions which require each affected holder’s consent or in the waiver provisions; or |
| • | make any change in, or release other than in accordance with the indenture, any subsidiary guarantee that would adversely affect the holders. |
Without the consent of any holder, the Company, any subsidiary guarantors and the trustee may amend or supplement the indenture or the debt securities of any series for one or more of the following purposes:
| • | to cure any ambiguity, omission, defect or inconsistency; |
| • | to provide for the assumption by a successor corporation of our obligations or the obligations of any subsidiary guarantor under the indenture; |
| • | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; provided, however, that the uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated debt securities are described in Section 163(f)(2)(B) of the Internal Revenue Code; |
| • | to add additional guarantees with respect to the debt securities of such series or to confirm and evidence the release, termination or discharge of any such guarantee when such release, termination or discharge is permitted under the indenture; |
| • | to add to the covenants of the Company for the benefit of the holders of such series of debt securities or to surrender any right or power herein conferred upon the Company; |
| • | to make any change that does not adversely affect the rights of any holder in any material respect, subject to the provisions of the indenture; |
| • | to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); |
| • | to make any amendment to the provisions of the indenture relating to form, authentication, transfer and legending of such series of debt securities; provided, however, that (i) compliance with the indenture as so amended would not result in such debt securities being transferred in violation of the Securities Act, or any other applicable securities law and (ii) such amendment does not materially affect the rights of holders to transfer such debt securities; |
| • | to convey, transfer, assign, mortgage or pledge as security relating to the debt securities of such series any property or assets; |
| • | in the case of subordinated debt securities, to make any change in the provisions of the indenture relating to subordination that would limit or terminate the benefits available to any holder of senior indebtedness under such provisions (but only if each such holder of senior indebtedness consents to such change); |
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| • | to add to, change or eliminate any of the provisions of the indenture with respect to one or more series of debt securities, so long as any such addition, change or elimination not otherwise permitted under the indenture shall (i) neither apply to any debt security of any series created prior to the execution of the related supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such debt security with respect to the benefit of such provision or (ii) become effective only when there is no such debt security outstanding; or |
| • | to establish the form, authentication, transfer, legending or terms of debt securities and coupons of any series, as described under “— General” above. |
Mergers and Sales of Assets
Unless otherwise disclosed in the prospectus supplement relating to a particular series of debt securities, we will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our assets in one or a series of related transactions to, any person, unless:
| • | the resulting, surviving or transferee person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of the Company under the debt securities and the indenture; |
| • | immediately after giving effect to such transaction, no default shall have occurred and be continuing; and |
| • | we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture. |
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture, and the predecessor company, other than in the case of a lease, will be released from the obligation to pay the principal of, premium, if any, and interest, if any, on the debt securities.
In addition, we will not permit any subsidiary guarantor to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in one or a series of related transactions to, any person unless:
| • | except in the case of a subsidiary guarantor (i) that has been disposed of in its entirety to another person (other than to the Company or an affiliate of the Company), whether through a merger, consolidation or sale of capital stock or assets or (ii) that, as a result of the disposition of all or a portion of its capital stock, ceases to be a subsidiary, the resulting, surviving or transferee person (the “Successor Guarantor”) will be a corporation organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any other jurisdiction under which such Subsidiary Guarantor was organized, and such person (if not such subsidiary guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of such subsidiary guarantor under its subsidiary guarantee; |
| • | immediately after giving effect to such transaction, no default shall have occurred and be continuing; and |
| • | the Company will have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture. |
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Notwithstanding the foregoing:
| • | any subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any subsidiary guarantor; and |
| • | the Company may merge with an affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction within the United States of America, any state thereof or the District of Columbia to realize tax or other benefits. |
Satisfaction and Discharge of the Indenture; Defeasance
Unless otherwise disclosed in the prospectus supplement relating to a particular series of debt securities, the indenture shall generally cease to be of any further effect with respect to a series of debt securities if (i) we have delivered to the trustee for cancellation all debt securities of such series (with certain limited exceptions) or (ii) all debt securities of such series not theretofore delivered to the trustee for cancellation shall have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to the provisions of the indenture relating to redemption, and, in the case of clause (ii), we shall have irrevocably deposited with the trustee funds or U.S. government obligations sufficient to pay at maturity or upon redemption all such debt securities including premium, if any, and interest, if any, thereon to maturity or such redemption date (and if, in either case, we shall also pay or cause to be paid all other sums payable under the indenture by us).
In addition, we shall have a “legal defeasance option” (pursuant to which we may terminate, with respect to the debt securities of a particular series, all of our obligations under such debt securities and the indenture with respect to such debt securities) and a “covenant defeasance option” (pursuant to which we may terminate, with respect to the debt securities of a particular series, our obligations with respect to such debt securities under certain specified covenants contained in the indenture). If we exercise our legal defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default related to the specified covenants. The applicable prospectus supplement will describe the procedures we must follow in order to exercise our defeasance options.
Regarding the Trustee
The indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an event of default, the trustee will exercise such rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. The indenture and provisions of the Trust Indenture Act that are incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate such conflict or resign as provided in the indenture.
Governing Law
The indenture and the debt securities will be governed by the laws of the State of New York.
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We may sell our debt securities offered by this prospectus:
| • | through agents; |
| • | to or through underwriters; |
| • | through dealers; |
| • | directly by us to other purchasers; or |
| • | through a combination of any such methods of sale. |
Any underwriters or agents will be identified, and their discounts, commissions and other items constituting underwriters’ compensation will be described, in the applicable prospectus supplement.
We (directly or through agents) may sell, and the underwriters may resell, the debt securities in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
In connection with the sale of our debt securities, the underwriters or agents may receive compensation from us or from purchasers of the debt securities for whom they may act as agents. The underwriters may sell debt securities to or through dealers, who may also receive compensation from purchasers of the debt securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the debt securities may be “underwriters” as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the debt securities by them may be treated as underwriting discounts and commissions under the Securities Act.
We may indemnify the underwriters and agents against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments they may be required to make in respect of such liabilities.
Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.
If so indicated in the prospectus supplement relating to a particular offering of debt securities, we will authorize underwriters, dealers or agents to solicit offers by certain institutions to purchase the debt securities from us under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.
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In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, the validity of the debt securities and certain other matters will be passed upon for us by Covington & Burling LLP, Washington, D.C. In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, certain matters with respect to the debt securities will be passed upon for us by David E. Phillips, Senior Vice President and General Counsel of the Company. Mr. Phillips is paid a salary by us, is a participant in our Executive Annual Incentive Plan and equity compensation plans, and owns shares of our common stock and has options to purchase shares of our common stock. In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, certain legal matters relating to Arizona law will be passed upon for us by Squire Patton Boggs (US) LLP, Phoenix, Arizona. In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, certain legal matters relating to Indiana law and Kentucky law will be passed upon for us by Taft Stettinius & Hollister LLP, Cincinnati, Ohio. In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, certain legal matters relating to the laws of Ontario, Canada, will be passed upon for us by Gowling WLG (Canada) LLP, Toronto, Ontario. Any underwriter, dealer or agent will be advised about other issues relating to any offering by its own legal counsel named in the applicable prospectus supplement.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2019, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
The following table sets forth the expenses payable by us in connection with the sale of the debt securities being registered hereby.
| Expense |
Amount to be Paid | |||
| SEC registration fee |
$ | * | ||
| Legal fees and expenses |
** | |||
| Accounting fees and expenses |
** | |||
| Printing and duplicating expenses |
** | |||
| Rating agency fees |
** | |||
| Trustee fees |
** | |||
| Miscellaneous |
** | |||
| Total |
$ | ** | ||
| * | Under Rules 456(b) and 457(r) under the Securities Act, applicable SEC registration fees have been deferred and will be paid at the time of any particular offering of debt securities under this registration statement, and are therefore not currently determinable. |
| ** | Not presently known. |
Item 15. Indemnification of directors and officers
The Goodyear Tire & Rubber Company
The Goodyear Tire & Rubber Company is an Ohio corporation. Section 1701.13(E) of the Ohio Revised Code gives a corporation incorporated under the laws of Ohio authority to indemnify or agree to indemnify its directors and officers against certain liabilities they may incur in such capacities in connection with criminal or civil suits or proceedings, other than an action brought by or in the right of the corporation, provided that the director or officer acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action or suit by or in the right of the corporation, the corporation may indemnify or agree to indemnify its directors and officers against certain liabilities they may incur in such capacities, provided that the director or officer acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation, except that indemnification shall not be made in respect of any claim, issue or matter as to which (i) the person is adjudged to be liable for negligence or misconduct in the performance of their duty to the corporation unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.
The Goodyear Tire & Rubber Company has adopted provisions in its Code of Regulations that provide that it shall indemnify its directors and officers against any and all liability and reasonable expense that may be incurred by a director or officer in connection with or resulting from any claim, action, suit or proceeding in which the person may become involved by reason of his or her being or having been a director or officer of the Company, or by reason of any past or future action taken or not taken in his or her capacity as such director or officer, provided such person acted in good faith, in what he or she reasonably believed to be in or not opposed to the best interests of the Company, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
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The Goodyear Tire & Rubber Company maintains and pays the premiums on contracts insuring the Company and its subsidiaries (with certain exclusions) against any liability to directors and officers they may incur under the above provisions for indemnification and insuring each director and officer of the Company and its subsidiaries (with certain exclusions) against liability and expense, including legal fees, which he or she may incur by reason of his or her relationship to the Company even if the Company does not have the obligation or right to indemnify such director or officer against such liability or expense.
Delaware Guarantors
Each of the guarantors, except for those described separately below, is a Delaware corporation. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its directors and officers against certain liabilities they may incur in such capacities in connection with criminal or civil suits or proceedings, other than an action brought by or in the right of the corporation, provided that the director or officer acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action or suit by or in the right of the corporation, the corporation may indemnify or agree to indemnify its directors and officers against certain liabilities they may incur in such capacities, provided that the director or officer acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation, except that indemnification shall not be made in respect of any claim, issue, or matter as to which the person is adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper. The bylaws of each Delaware guarantor require such guarantor to indemnify its officers, directors, employees and agents to the full extent permitted by Delaware law.
In addition, the bylaws of Goodyear Western Hemisphere Corporation, Goodyear International Corporation and Goodyear Export Inc. provide that the directors and officers of each of these guarantors shall not be liable to the respective guarantor for any loss, damage, liability or expense suffered by such guarantor, provided that the director or officer (i) exercised the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs, or (ii) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or information furnished by directors, officers, employees or agents of the corporation which he had no reasonable grounds to disbelieve.
Divested Litchfield Park Properties, Inc. and Goodyear Farms, Inc.
Divested Litchfield Park Properties, Inc. and Goodyear Farms, Inc. are Arizona corporations. Section 10-851 of the Arizona Revised Statutes authorizes a corporation to indemnify a director made a party to a proceeding in such capacity, provided that the individual’s conduct was in good faith and the individual reasonably believed that the conduct was in the best interests of the corporation and, in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Additionally, a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.
Unless otherwise limited by its articles of incorporation, Section 10-852 of the Arizona Revised Statutes requires a corporation to indemnify (i) an outside director whose conduct was in good faith and who reasonably believed that the conduct was in best interests of the corporation and, in the case of any criminal proceedings, the director had no reasonable cause to believe the conduct was unlawful and (ii) a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is
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or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding. Neither the articles of incorporation of Divested Litchfield Park Properties, Inc. nor Goodyear Farms, Inc. limit the indemnification provisions provided by Section 10-852.
Section 10-856 of the Arizona Revised Statutes provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation to the same extent as a director.
Goodyear Canada Inc.
Goodyear Canada Inc. is an Ontario corporation. Under the Business Corporations Act (Ontario) (the “OBCA”), a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity if: (i) the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interest of the other entity; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. Such an individual is entitled to such indemnity from the corporation if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and if the individual fulfils the conditions set out in (i) and (ii) in the immediately preceding sentence. A corporation may, with the approval of a court, also indemnify such an individual in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity, if the individual fulfills the conditions set out in (i) above.
In addition, the bylaws of Goodyear Canada Inc. require the corporation to indemnify its directors and officers, subject to the OBCA, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that officer or director reasonably incurs in respect of any civil, criminal, administrative, investigative or other proceeding to which that officer or director is made a party by reason of being or having been a director or officer of the corporation or of a body corporate.
Raben Tire Co., LLC
Raben Tire Co., LLC is an Indiana limited liability company. Section 23-18-2-2 of the Indiana Code provides that, unless a limited liability company’s articles of organization state otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including indemnifying and holding harmless any member, manager, agent or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement. Pursuant to Section 23-18-4-4 of the Indiana Code, a written operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
The operating agreement of Raben Tire Co., LLC indemnifies The Goodyear Tire & Rubber Company, as its sole member (the “Member”), against any loss, damage, claim or expense whatsoever incurred by the Member relating to or arising out of any act or omission or alleged acts or omissions performed or omitted by the Member on behalf of Raben Tire Co., LLC in connection with its business to the fullest extent provided or allowed by the Indiana Business Flexibility Act, as amended from time to time, and Indiana law.
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T&WA, Inc.
T&WA, Inc. is a Kentucky corporation. Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act (the “KBCA”) provide that a corporation may indemnify its directors and officers made a party to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against liability incurred in a proceeding if the individual’s conduct was in good faith and the individual honestly believed (i) in the case of conduct in an official capacity with the corporation, that the conduct was in the best interests of the corporation and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation. In the case of any criminal proceeding, the individual must have had no reasonable cause to believe the conduct was unlawful. A corporation may not indemnify such individual (i) in connection with a proceeding by or in the right of the corporation in which such individual was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to the individual, whether or not involving action in an official capacity, in which the individual was adjudged liable on the basis that personal benefit was improperly received; provided, that a court of competent jurisdiction may order indemnification of a director if the court determines the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the standards of conduct set forth in Section 271B.8-510 of the KBCA have been met or even if the director was judged liable as described in the KBCA. Indemnification permitted in connection with a proceeding by or in the right of the corporation or where the person is judged liable is limited to reasonable expenses incurred in connection with the proceeding.
Sections 271B.8-520 and 271B.8-560 of the KBCA provide that a corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such individual was a party against reasonable expenses incurred by him in connection with the proceeding.
Under Section 271B.8-560 of the KBCA, a corporation may indemnify an officer, employee or agent who is not a director to the extent, consistent with public policy, provided by the corporation’s articles of incorporation, bylaws, general or specific action of its board of directors or contract. The bylaws of T&WA, Inc. provide that the corporation may indemnify its directors, officers, employees and agents to the fullest extent expressly permitted by applicable law.
Item 16. Exhibits
A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| The Goodyear Tire & Rubber Company | ||||
| By: | /s/ Darren R. Wells | |||
| Name: | Darren R. Wells | |||
| Title: | Executive Vice President | |||
| and Chief Financial Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Richard J. Kramer Richard J. Kramer |
Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Darren R. Wells Darren R. Wells |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Vice President and Controller (Principal Accounting Officer) |
May 13, 2020 | ||
| * James A. Firestone |
Director | |||
| * Werner Geissler |
Director | |||
| * Peter S. Hellman |
Director | |||
| * Laurette T. Koellner |
Director | |||
| * W. Alan McCollough |
Director | |||
| * John E. McGlade |
Director | |||
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| Signature |
Title |
Date | ||
| * Roderick A. Palmore |
Director | |||
| * Stephanie A. Streeter |
Director | |||
| * Michael R. Wessel |
Director | |||
| *By: | /s/ Darren R. Wells |
May 13, 2020 | ||||
| Darren R. Wells |
Attorney-in-fact for each of the persons indicated
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Celeron Corporation | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Divested Companies Holding Company | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Brad S. Lakhia Brad S. Lakhia |
Director and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Divested Litchfield Park Properties, Inc. | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Brad S. Lakhia Brad S. Lakhia |
Director and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, on May 13, 2020.
| Goodyear Canada Inc. | ||||
| By: | /s/ Samuel M. Pillow | |||
| Name: | Samuel M. Pillow | |||
| Title: | President | |||
| By: | /s/ Frank Lamie | |||
| Name: | Frank Lamie | |||
| Title: | Secretary | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Samuel M. Pillow Samuel M. Pillow |
Director and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Paul C. Christou Paul C. Christou |
Director and Comptroller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Brad S. Lakhia Brad S. Lakhia |
Director | May 13, 2020 | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director | May 13, 2020 | ||
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Table of Contents
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Goodyear Export Inc. | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Darren R. Wells Darren R. Wells |
Director, Chairman of the Board and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
| /s/ Daniel T. Young Daniel T. Young |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Goodyear Farms, Inc. | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
| /s/ Darren R. Wells Darren R. Wells |
Director | May 13, 2020 | ||
| /s/ Daniel T. Young Daniel T. Young |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Goodyear International Corporation | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Richard J. Kramer Richard J. Kramer |
Director, Chairman of the Board and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director | May 13, 2020 | ||
| /s/ David E. Phillips David E. Phillips |
Director | May 13, 2020 | ||
| /s/ Darren R. Wells Darren R. Wells |
Director | May 13, 2020 | ||
| /s/ Daniel T. Young Daniel T. Young |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Goodyear Western Hemisphere Corporation | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President and Controller | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Darren R. Wells Darren R. Wells |
Director, Chairman of the Board and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Director, Vice President and Controller (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director | May 13, 2020 | ||
| /s/ Peter R. Rapin Peter R. Rapin |
Director | May 13, 2020 | ||
| /s/ Daniel T. Young Daniel T. Young |
Director | May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| Raben Tire Co., LLC | ||||
| By: | The Goodyear Tire & Rubber Company, its sole member | |||
| By: | /s/ Christina L. Zamarro | |||
| Name: | Christina L. Zamarro | |||
| Title: | Vice President, Finance and Treasurer | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Dave L. Beasley Dave L. Beasley |
President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Brad S. Lakhia Brad S. Lakhia |
Chief Financial Officer (Principal Financial and Accounting Officer) |
May 13, 2020 | ||
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on May 13, 2020.
| T&WA, Inc. | ||||
| By: | /s/ Evan M. Scocos | |||
| Name: | Evan M. Scocos | |||
| Title: | Vice President, Finance | |||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DARREN R. WELLS, EVAN M. SCOCOS, CHRISTINA L. ZAMARRO AND DANIEL T. YOUNG, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Charles L. Mick Charles L. Mick |
Director, Chairman of the Board and President (Principal Executive Officer) |
May 13, 2020 | ||
| /s/ Evan M. Scocos Evan M. Scocos |
Vice President, Finance (Principal Financial Officer) |
May 13, 2020 | ||
| /s/ Christopher D. Glass Christopher D. Glass |
Controller (Principal Accounting Officer) |
May 13, 2020 | ||
| /s/ Stephen R. McClellan Stephen R. McClellan |
Director | May 13, 2020 | ||
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Exhibit Index
| * | To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein. |
| ** | Filed herewith. |
II-19
Exhibit 5.1
|
BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON |
Covington & Burling LLC One CityCenter 850 Tenth Street, NW Washington DC 20001-4956 T +1 202 662 6000
May 13, 2020 |
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of: (i) one or more series of debt securities of the Company (the “Debt Securities”) and (ii) guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), pursuant to the registration statement on Form S-3 filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”). As described in the Registration Statement, the Debt Securities and Guarantees may be issued from time to time in one or more offerings.
We have reviewed (i) the Indenture, dated as of August 13, 2010 (the “Base Indenture”), among the Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated as of August 13, 2010 (the “First Supplemental Indenture”), the Second Supplemental Indenture thereto, dated as of February 28, 2012 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of February 25, 2013 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture thereto, dated as of November 5, 2015 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture thereto, dated as of May 13, 2016 (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture thereto, dated as of March 7, 2017 (the “Sixth Supplemental Indenture”), among the Company, the Subsidiary Guarantors party thereto and the Trustee (the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”); and (ii) such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that the Trustee has duly authorized, executed and delivered the Indenture. We have assumed further that the Company and the Subsidiary Guarantors that are incorporated or formed in jurisdictions other than Delaware (such Subsidiary Guarantors, listed on Schedule B hereto, the “Non-Delaware Guarantors”) are validly existing and in good standing under the laws of the jurisdiction in which each is incorporated or formed, as applicable, and that each has the power, authority and legal right to execute, deliver and perform the Indenture, the Debt Securities and the Guarantees, as applicable. With respect to all matters of Ohio law, we note that you are relying on an opinion of David E. Phillips, Senior Vice President and General Counsel of the Company, which is filed as
Exhibit 5.2 to the Registration Statement. With respect to all matters of Arizona law, we note that you are relying on an opinion of Squire Patton Boggs (US) LLP, which is filed as Exhibit 5.3 to the Registration Statement. With respect to all matters of Indiana law, we note that you are relying on an opinion of Taft Stettinius & Hollister LLP, which is filed as Exhibit 5.4 to the Registration Statement. With respect to all matters of Kentucky law, we note that you are relying on an opinion of Taft Stettinius & Hollister LLP, which is filed as Exhibit 5.5 to the Registration Statement. With respect to all matters of the law of the province of Ontario, Canada, we note that you are relying on an opinion of Gowling WLG (Canada) LLP, which is filed as Exhibit 5.6 to the Registration Statement.
We have relied as to certain matters on information obtained from public officials, officers of the Company and the Subsidiary Guarantors, and other sources believed by us to be responsible.
Based upon the foregoing, we are of the opinion that when, as and if: (i) the Registration Statement and any required post-effective amendments thereto have become effective under the Act and all prospectus supplements required by applicable law have been delivered and filed as required by applicable law, (ii) any supplemental indenture to the Indenture has been duly executed and delivered on behalf of the Company, the Subsidiary Guarantors and a trustee qualified to act as such under applicable law and such supplemental indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (iii) all necessary corporate or limited liability company action has been taken by the Company and the Subsidiary Guarantors to authorize the form, terms, execution and delivery of the Debt Securities, the Guarantees and the Indenture, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and other regulatory authorities have been obtained, and (v) the Debt Securities have been duly executed by the Company and authenticated by the trustee in accordance with the Indenture, and the Debt Securities and Guarantees have been duly issued and delivered against payment therefor in accordance with such corporate or limited liability company action and as contemplated in the Registration Statement and the applicable prospectus supplement setting forth the terms of the Debt Securities and the Guarantees, and assuming the Debt Securities and Guarantees as issued and delivered comply with all requirements and restrictions, if any, applicable to the Company and the Subsidiary Guarantors, whether imposed by any agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound or any court or governmental or regulatory body having jurisdiction over the Company or any Subsidiary Guarantor or otherwise, then, upon the happening of such events, the Debt Securities and the Guarantees will constitute the valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
We are members of the bars of the District of Columbia and the State of New York. We do not express any opinion herein on any laws other than the law of the State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Covington & Burling LLP
SCHEDULE A
Subsidiary Guarantors
| Subsidiary Guarantor |
State of Incorporation or Formation | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Canada Inc. |
Ontario, Canada | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
SCHEDULE B
Non-Delaware Guarantors
| Guarantor |
State of Incorporation or Formation | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Canada Inc. |
Ontario, Canada | |
| Goodyear Farms, Inc. |
Arizona | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
Exhibit 5.2
[LETTERHEAD OF THE GOODYEAR TIRE & RUBBER COMPANY]
May 13, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and am rendering this opinion in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Act”), of: (i) one or more series of debt securities (the “Debt Securities”) and (ii) guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), pursuant to the registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). As described in the Registration Statement, the Debt Securities and Guarantees may be issued from time to time in one or more offerings.
I, or members of my staff, have reviewed (i) the Indenture, dated as of August 13, 2010 (the “Base Indenture”), among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated as of August 13, 2010 (the “First Supplemental Indenture”), the Second Supplemental Indenture thereto, dated as of February 28, 2012 (the “Second Supplemental Indenture”), the Third Supplemental Indenture thereto, dated as of February 25, 2013 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture thereto, dated as of November 5, 2015 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture thereto, dated as of May 13, 2016 (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture thereto, dated as of March 7, 2017 (the “Sixth Supplemental Indenture”), among the Company, the Guarantors party thereto and the Trustee (the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”), and (ii) such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. I have assumed that all signatures are genuine, that all documents submitted to me as originals are authentic and that all copies of documents submitted to me conform to the originals.
I have relied as to certain matters on information obtained from public officials, officers of the Company and the Guarantors, and other sources believed by me to be responsible.
Based upon the foregoing, I am of the opinion that the Company is duly organized, validly existing and in good standing under the laws of the State of Ohio and possesses the requisite corporate power, authority and legal right to execute and deliver the Debt Securities and the Indenture and to perform its obligations under each.
I am a member of the bar of the State of Ohio. I do not express any opinion herein on any laws other than the law of the State of Ohio.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. I also hereby consent to the reference to my name under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ David E. Phillips, Esq.
SCHEDULE A
Guarantors
| Guarantor |
State of Incorporation or Formation | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Canada Inc. |
Ontario, Canada | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
|
Exhibit 5.3
Squire Patton Boggs (US) LLP 1 E. Washington St., Suite 2700 Phoenix, Arizona 85004
O +1 602 528 4000 F +1 602 253 8129 squirepattonboggs.com |
May 13, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Arizona counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiaries Divested Litchfield Park Properties, Inc., an Arizona corporation (“DLPP”), and Goodyear Farms, Inc., an Arizona corporation (“Goodyear Farms”), relating to the registration by the Company under the Securities Act of 1933, as amended (the “Act”), of (i) one or more series of debt securities (the “Debt Securities”) and (ii) Guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), pursuant to the registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). As described in the Registration Statement, the Debt Securities and Guarantees may be issued from time to time in one or more offerings.
We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion and have examined the Indenture, dated August 13, 2010 (the “Indenture”) among the Company, Guarantors party thereto and Wells Fargo Bank, N.A., as trustee. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon the foregoing, it is our opinion that each of DLPP and Goodyear Farms: (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona and (ii) possesses the corporate power and authority to execute, deliver and perform the Guarantees and the Indenture.
We are members of the bar of the State of Arizona. We do not express any opinion herein on any laws other than those of the State of Arizona.
We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Squire Patton Boggs (US) LLP
Attachment: Schedule A — List of Guarantors
45 Offices in 20 Countries
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
SCHEDULE A
Guarantors
| Guarantors |
State of Incorporation or Formation | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
| Goodyear Canada Inc. |
Ontario, Canada | |
Exhibit 5.4
425 Walnut Street, Suite 1800 / Cincinnati, Ohio 45202-3957
Tel: 513.381.2838 / Fax: 513.381.0205
www.taftlaw.com
May 13, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Indiana counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiary Raben Tire Co., LLC, an Indiana limited liability company (“Raben”), relating to the registration by the Company under the Securities Act of 1933, as amended (the “Act”), and the issuance from time to time in one or more offerings of (i) one or more series of debt securities (the “Debt Securities”) and (ii) Guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), pursuant to the registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).
In connection with this opinion, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion and have examined the Indenture, dated August 13, 2010 (the “Indenture”) among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that Raben: (i) is a limited liability company formed and validly existing under the laws of the State of Indiana and (ii) possesses the limited liability company power and authority to execute and deliver the Guarantees and the Indenture and to perform its obligations thereunder.
We are members of the bar of the State of Indiana. We do not express any opinion herein on any laws other than those of the State of Indiana.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and we have assumed that at no future time would any such subsequent change of fact or law affect adversely our ability to render at such time an opinion (a) containing the same legal conclusions set forth herein and (b) subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.
Very truly yours,
/s/ Taft Stettinius & Hollister LLP
Attachment: Schedule A — List of Guarantors
May 13, 2020
Page 2
SCHEDULE A
Guarantors
| Guarantors |
State of Incorporation or Formation | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
| Goodyear Canada Inc. |
Ontario | |
Exhibit 5.5
425 Walnut Street, Suite 1800 / Cincinnati, Ohio 45202-3957
Tel: 513.381.2838 / Fax: 513.381.0205
www.taftlaw.com
May 13, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Kentucky counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiary T&WA, Inc., a Kentucky corporation (“T&WA”), relating to the registration by the Company under the Securities Act of 1933, as amended (the “Act”), and the issuance from time to time in one or more offerings of (i) one or more series of debt securities (the “Debt Securities”) and (ii) Guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), pursuant to the registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).
In connection with this opinion, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion and have examined the Indenture, dated August 13, 2010 (the “Indenture”) among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that T&WA: (i) is a corporation incorporated, validly existing and in good standing (or its equivalent) under the laws of the Commonwealth of Kentucky and (ii) possesses the corporate power and authority to execute and deliver the Guarantees and the Indenture and to perform its obligations thereunder.
We are members of the bar of the Commonwealth of Kentucky. We do not express any opinion herein on any laws other than those of the Commonwealth of Kentucky.
We hereby consent to the filing of this opinion as Exhibit 5.5 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and we have assumed that at no future time would any such subsequent change of fact or law affect adversely our ability to render at such time an opinion (a) containing the same legal conclusions set forth herein and (b) subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.
Very truly yours,
/s/ Taft Stettinius & Hollister LLP
Attachment: Schedule A — List of Guarantors
May 13, 2020
Page 2
SCHEDULE A
Guarantors
| Guarantors |
State of Incorporation or Formation | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky | |
| Goodyear Canada Inc. |
Ontario | |
Exhibit 5.6
May 13, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Dear Sirs/Mesdames:
Re: Goodyear Canada Inc.
We have acted as special Ontario counsel to Goodyear Canada Inc. (“Goodyear Canada”) in connection with registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the guarantees of Goodyear Canada (the “Guarantees”) of one or more series of debt securities (the “Debt Securities”) of The Goodyear Tire & Rubber Company (“Goodyear US”), pursuant to the registration statement on Form S-3, filed with the Securities and Exchange Commission on May 13, 2020 (the “Registration Statement”). As described in the Registration Statement, the Debt Securities and the Guarantees may be issued from time to time in connection with one or more offerings.
EXAMINATION OF DOCUMENTS
In giving the opinions set out in this letter, we have, in our capacity as special Ontario counsel to Goodyear Canada, examined an executed copy of the indenture dated August 13, 2010 among Goodyear US, certain subsidiary guarantors party thereto and Wells Fargo Bank, N.A. as trustee (the “Indenture”) (which includes the Guarantees).
For the purposes of the opinions expressed below, we have considered the questions of law, made the investigations, and examined originals or copies, certified or otherwise identified to our satisfaction, of the certificates of public officials and other certificates, documents and records, that we considered necessary or relevant, and we have relied, without independent verification or investigation on all statements as to matters of fact contained in the certificates, documents and records we examined, including:
| (a) | the articles and by-laws of Goodyear Canada (the “Constating Documents”); |
| (b) | as to certain matters of fact relevant to the opinions expressed below, an officer’s certificate of an officer from Goodyear Canada dated as of May 13, 2020 (the “Officer’s Certificate”); |
| (c) | a certificate of status dated as of May 12, 2020 issued in respect of Goodyear Canada under the Business Corporations Act (Ontario) (the “Certificate of Status”); and |
| (d) | the Registration Statement. |
| Gowling WLG (Canada) LLP Suite 1600, 1 First Canadian Place 100 King Street West Toronto ON M5X 1G5 Canada |
T +1 416 862 7525 F +1 416 862 7661 gowlingwlg.com |
Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at gowlingwlg.com/legal. |
ASSUMPTIONS
For the purposes of the opinions expressed below, we have assumed, without independent investigation or inquiry, that:
| (a) | with respect to all documents examined by us, the signatures are genuine, the individuals signing those documents had legal capacity at the time of signing, and all documents submitted to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile, conform to the authentic original documents; |
| (b) | the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided under those searches or inquiries are and remain accurate and complete; |
| (c) | the facts certified in the Officer’s Certificate are accurate as of the date given and continue to be accurate as of the date of this letter; |
| (d) | all relevant individuals had full legal capacity at all relevant times; and |
| (e) | none of the documents, originals or copies of which we have examined has been amended, and there are no agreements or understandings between the parties, written or oral, and there is no usage of trade or course of prior dealing between the parties that would, in either case, define, supplement or qualify the terms of the Indenture. |
LAWS ADDRESSED
The opinions expressed in this letter are limited to the laws of the Province of Ontario and of Canada applicable in Ontario, and does not extend to the laws of any other jurisdiction.
OPINIONS
Based upon the foregoing, and subject to the qualifications and limitations stated in this letter, we are of the opinion that:
Incorporation and Existence
| 1. | Based solely on the Certificate of Status, Goodyear Canada is incorporated and existing under the Business Corporations Act (Ontario) and has not been dissolved under that Act. |
Page 2
Power and Capacity
| 2. | Goodyear Canada has the corporate power and capacity to own property and assets, to carry on business and to execute, deliver, and perform its obligations under the Indenture, including the Guarantees. |
RELIANCE
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement relating to the Guarantees and to the reference to us under the heading “Legal Matters” in the prospectus relating thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours truly,
/s/ Gowling WLG (Canada) LLP
Page 3
Exhibit 22
LIST OF GUARANTOR SUBSIDIARIES
The following subsidiaries of the Company were, as of the date of the filing of the registration statement of which this exhibit is part, guarantors of the Company’s 8.75% notes due 2020, 5.125% senior notes due 2023, 5% senior notes due 2026, and 4.875% senior notes due 2027:
| NAME OF SUBSIDIARY |
PLACE OF INCORPORATION OR ORGANIZATION | |
| Celeron Corporation |
Delaware | |
| Divested Companies Holding Company |
Delaware | |
| Divested Litchfield Park Properties, Inc. |
Arizona | |
| Goodyear Canada Inc. |
Canada | |
| Goodyear Export Inc. |
Delaware | |
| Goodyear Farms, Inc. |
Arizona | |
| Goodyear International Corporation |
Delaware | |
| Goodyear Western Hemisphere Corporation |
Delaware | |
| Raben Tire Co., LLC |
Indiana | |
| T&WA, Inc. |
Kentucky |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of The Goodyear Tire & Rubber Company of our report dated February 11, 2020 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in The Goodyear Tire & Rubber Company’s Annual Report on Form 10-K for the year ended December 31, 2019. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ PricewaterhouseCoopers LLP | ||
| PricewaterhouseCoopers LLP | ||
| Cleveland, Ohio | ||
| May 13, 2020 |
Exhibit 24.1
THE GOODYEAR TIRE & RUBBER COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby constitutes and appoints DARREN R. WELLS, DAVID L. BIALOSKY, PETER R. RAPIN and EVAN M. SCOCOS, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 or other appropriate form and any and all amendments to any such Registration Statements (including pre-effective and post-effective amendments), to be filed with the Securities and Exchange Commission, in connection with the registration under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), of any or all of the following, as any authorized officer of the Company may deem appropriate, bonds, notes, debentures, sinking fund debentures, zero coupon bonds or other debt instruments, whether in a single issue or in two or more classes or series or otherwise (each, together with the instrument evidencing the same, a “Debt Security,” and collectively, the “Debt Securities”), each such Debt Security to be registered for offer and sale and issuance and delivery from time to time by the Company; and with power in each case where appropriate to affix thereto the corporate seal of the Company and to attest said seal, and to file Registration Statements, including in each case a form of prospectus, and any and all pre-effective and post-effective amendments and other amendments to such Registration Statements, with all exhibits thereto, and any prospectus supplements, and any and all documents in connection therewith, with the Securities and Exchange Commission, which Registration Statements may be filed as a shelf registration pursuant to Rule 415 promulgated under the Securities Act; and hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in connection with the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her name as of the 9th day of October, 2018.
| Signature |
Title | |
| /s/ Richard J. Kramer Richard J. Kramer |
Director, Chairman of the Board, President and Chief Executive Officer | |
| /s/ Darren R. Wells Darren R. Wells |
Executive Vice President and Chief Financial Officer | |
| /s/ Evan M. Scocos Evan M. Scocos |
Vice President and Controller | |
| /s/ James A. Firestone James A. Firestone |
Director | |
| /s/ Werner Geissler Werner Geissler |
Director | |
| /s/ Peter S. Hellman Peter S. Hellman |
Director | |
| /s/ Laurette T. Koellner Laurette T. Koellner |
Director | |
| /s/ W. Alan McCollough W. Alan McCollough |
Director | |
| /s/ John E. McGlade John E. McGlade |
Director | |
| /s/ Michael J. Morell Michael J. Morell |
Director | |
| /s/ Roderick A. Palmore Roderick A. Palmore |
Director | |
| /s/ Stephanie A. Streeter Stephanie A. Streeter |
Director | |
| /s/ Thomas H. Weidemeyer Thomas H. Weidemeyer |
Director | |
| /s/ Michael R. Wessel Michael R. Wessel |
Director | |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification Number) | |
| 101 North Phillips Avenue Sioux Falls, South Dakota |
57104 | |
| (Address of principal executive offices) | (Zip code) | |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
The Goodyear Tire & Rubber Company
(Exact name of obligor as specified in its charter)
| Ohio | 34-0253240 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 200 Innovation Way Akron, Ohio |
44316-0001 | |
| (Address of principal executive offices) | (Zip code) | |
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
GUARANTORS
| Exact Name of Obligor as Specified in its Charter |
State or Other Jurisdiction of |
I.R.S. Employer Identification Number |
Address of Principal Executive Offices | |||
| Celeron Corporation |
Delaware | 51-0269149 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Divested Companies Holding Company |
Delaware | 51-0304855 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Divested Litchfield Park Properties, Inc. |
Arizona | 51-0304856 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Goodyear Export Inc. |
Delaware | 26-2890770 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Goodyear Farms, Inc. |
Arizona | 86-0056985 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Goodyear International Corporation |
Delaware | 34-0253255 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Goodyear Western Hemisphere Corporation |
Delaware | 34-0736571 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Raben Tire Co., LLC |
Indiana | 35-1162941 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| T&WA, Inc. |
Kentucky | 62-1723160 | 200 Innovation Way Akron, Ohio 44316 (330) 796-2121 | |||
| Goodyear Canada Inc. |
Ontario | Not applicable | 450 Kipling Avenue Toronto Ontario M8Z 5E1 Canada (416) 201-4300 | |||
Item 1. General Information.
Furnish the following information as to the trustee –
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified under the Act.
Not applicable.
Item 16. List of exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee as now in effect.* | |
| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
| Exhibit 4. | A copy of the existing bylaws of the trustee.* | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 20, 2019 of Cboe Global Markets, Inc., file number 333-235649. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 11th day of May, 2020.
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Gregory S. Clarke | |
| Name: Gregory S. Clarke | ||
| Title: Vice President | ||
EXHIBIT 6
May 11, 2020
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Gregory S. Clarke |
| Gregory S. Clarke Vice President |
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions |
||||||||
| ASSETS |
||||||||
| Cash and balances due from depository institutions: |
||||||||
| Noninterest-bearing balances and currency and coin |
$ | 21,178 | ||||||
| Interest-bearing balances |
119,085 | |||||||
| Securities: |
||||||||
| Held-to-maturity securities |
153,873 | |||||||
| Available-for-sale securities |
251,838 | |||||||
| Equity Securities with readily determinable fair value not held for trading |
96 | |||||||
| Federal funds sold and securities purchased under agreements to resell: |
||||||||
| Federal funds sold in domestic offices |
57 | |||||||
| Securities purchased under agreements to resell |
60,355 | |||||||
| Loans and lease financing receivables: |
||||||||
| Loans and leases held for sale |
16,488 | |||||||
| Loans and leases, net of unearned income |
927,231 | |||||||
| LESS: Allowance for loan and lease losses |
9,284 | |||||||
| Loans and leases, net of unearned income and allowance |
917,947 | |||||||
| Trading Assets |
61,182 | |||||||
| Premises and fixed assets (including capitalized leases) |
11,822 | |||||||
| Other real estate owned |
296 | |||||||
| Investments in unconsolidated subsidiaries and associated companies |
13,242 | |||||||
| Direct and indirect investments in real estate ventures |
110 | |||||||
| Intangible assets |
36,032 | |||||||
| Other assets |
49,318 | |||||||
|
|
|
|||||||
| Total assets |
$ | 1,712,919 | ||||||
|
|
|
|||||||
| LIABILITIES |
||||||||
| Deposits: |
||||||||
| In domestic offices |
$ | 1,326,735 | ||||||
| Noninterest-bearing |
399,083 | |||||||
| Interest-bearing |
927,652 | |||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
55,403 | |||||||
| Noninterest-bearing |
748 | |||||||
| Interest-bearing |
54,655 | |||||||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
| Federal funds purchased in domestic offices |
4,283 | |||||||
| Securities sold under agreements to repurchase |
5,593 | |||||||
| Dollar Amounts In Millions |
||||||||
| Trading liabilities |
9,458 | |||||||
| Other borrowed money |
||||||||
| (Includes mortgage indebtedness and obligations under capitalized leases) |
100,635 | |||||||
| Subordinated notes and debentures |
11,937 | |||||||
| Other liabilities |
31,482 | |||||||
|
|
|
|||||||
| Total liabilities |
$ | 1,545,526 | ||||||
| EQUITY CAPITAL |
||||||||
| Perpetual preferred stock and related surplus |
0 | |||||||
| Common stock |
519 | |||||||
| Surplus (exclude all surplus related to preferred stock) |
114,728 | |||||||
| Retained earnings |
51,071 | |||||||
| Accumulated other comprehensive income |
1,028 | |||||||
| Other equity capital components |
0 | |||||||
|
|
|
|||||||
| Total bank equity capital |
167,346 | |||||||
| Noncontrolling (minority) interests in consolidated subsidiaries |
47 | |||||||
|
|
|
|||||||
| Total equity capital |
167,393 | |||||||
|
|
|
|||||||
| Total liabilities, and equity capital |
$ | 1,712,919 | ||||||
|
|
|
|||||||
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
James H. Quigley
Theodore F. Craver, Jr.
Juan A. Pujadas