UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
| THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of registrant as specified in its charter) |
| Ohio (State or other jurisdiction of incorporation or organization) |
1-1927 (Commission File Number) |
34-0253240 (IRS Employer Identification No.) | ||
| 200 Innovation Way, Akron, Ohio (Address of principal executive offices) |
44316-0001 (Zip Code) | |||
| David L. Bialosky, Esq. Senior Vice President, General Counsel and Secretary (330) 796-2121 (Name and telephone number, including area code, of the person to contact in connection with this report) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 – Conflict Minerals Disclosures
| Item 1.01 | Conflict Minerals Disclosure and Report |
Introduction
The terms “Goodyear,” “Company” and “we,” “us” or “our” wherever used herein refer to The Goodyear Tire & Rubber Company together with all of its consolidated U.S. and foreign subsidiary companies, unless the context indicates to the contrary. Terms used herein that are defined in Item 1.01(d) of Form SD are used as defined therein.
We are one of the world’s leading manufacturers of tires, engaging in operations in most regions of the world. Together with our U.S. and international subsidiaries and joint ventures, we develop, manufacture, market and distribute tires for most applications. We also manufacture and market rubber-related chemicals for various applications. We manufacture our products in 51 manufacturing facilities in 22 countries, including the United States, and we have marketing operations in almost every country around the world. We are one of the world’s largest operators of commercial truck service and tire retreading centers. In addition, we operate approximately 1,240 tire and auto service center outlets where we offer our products for retail sale and provide automotive repair and other services.
Description of Reasonable Country of Origin Inquiry (“RCOI”)
Following a review of the raw materials and components used to manufacture our products, we determined that the following components are necessary to the functionality of certain of our products and contain conflict minerals:
| • | Bead wire, which is used in all tires, allows a tire to be mounted on a rim and includes bronze electroplating to improve wire to rubber adhesion properties (other than radial aircraft tires which use brass electroplating). Bronze is a metal alloy consisting primarily of copper and tin. |
| • | Tungsten studs, which are used in certain studded winter replacement tires sold in Europe. |
| • | RFID chips, which are incorporated into race tires and certain commercial replacement tires sold in Latin America, contain tin, tungsten and gold. |
Our spending on bead wire constituted approximately 96% of our spending on the components described above, making tin the most significant conflict mineral in our supply chain by a wide margin.
We sent the EICC-GeSI Conflict Minerals Reporting Template (each a “Template” and collectively the “Templates”) to each of the suppliers that directly supply us with any of the components described above in order to collect further information on, among other things, the country of origin of the conflict minerals contained in our products. Once we received a completed Template from a supplier, we evaluated the Template for completeness and accuracy, and made further inquiries of our suppliers in order to clarify or improve the quality of their responses to us. Our objective was to identify each of the smelters that placed conflict minerals into our supply chain, which we believed would facilitate our ability to identify the country of origin of the conflict minerals contained in our products.
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In 2013, we had a total of 16 direct suppliers of the components described above. We received Templates that we deemed to be complete from 13 of those suppliers, which represented 95% of our spending on those components. We deemed a Template to be complete if it identified all of the smelters in a supplier’s supply chain. Based on the Templates that we received, we identified 16 tin smelters, 9 tungsten smelters and 15 gold refiners that provided conflict minerals that were ultimately incorporated into our products.
We then made further inquiries of our suppliers regarding their smelters’ supply chain, reviewed representations received from certain smelters, reviewed our suppliers’ and the smelters’ websites and conducted open-source internet searches for any further information on our suppliers and the smelters regarding the country of origin of the conflict minerals they used.
As a result of our RCOI, we identified one tin smelter that supplied conflict minerals to a number of our suppliers and that we had reason to believe may have sourced conflict minerals from the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”). With respect to the remaining 39 identified smelters, we determined that (1) our conflict minerals did not originate in the Covered Countries (6 smelters), (2) our conflict minerals were from recycled or scrap sources (5 smelters), or (3) we had no reason to believe that our conflict minerals may have originated in the Covered Countries (28 smelters).
In spite of successfully identifying more than 90% of the smelters in our supply chain, we were unable to determine definitively the country of origin of the majority of the conflict minerals that we used in our products in 2013 due to (1) the difficulty inherent in obtaining complete and accurate information from entities that are far-removed from us in the supply chain and (2) the infancy of the currently available smelter certification processes.
For information on the due diligence that we performed with respect to the source and chain of custody of the conflict minerals sourced from the tin smelter whose conflict minerals may have originated in the Covered Countries, see the Conflict Minerals Report attached hereto as Exhibit 1.02.
This Form SD and the related Conflict Minerals Report are available on our Internet website at http://investor.goodyear.com/sec.cfm. Please note, however, that information contained on our Internet website is not incorporated by reference into this Form SD or otherwise considered to be a part of this document.
| Item 1.02 | Exhibit |
The Conflict Minerals Report required by Item 1.01 is attached hereto as Exhibit 1.02. See Item 2.01 below.
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Section 2 – Exhibits
| Item 2.01 | Exhibits |
Exhibit 1.02 – Conflict Minerals Report
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| The Goodyear Tire & Rubber Company (Registrant) |
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| By: |
/s/ David L. Bialosky David L. Bialosky Senior Vice President, General Counsel and Secretary |
Date: June 2, 2014 | ||
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