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v3.19.1

Consolidating Financial Information | 3 Months Ended
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Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
CONSOLIDATING FINANCIAL INFORMATION | CONSOLIDATING FINANCIAL INFORMATION Certain of our subsidiaries have guaranteed our obligations under the $282 million outstanding principal amount of 8.75% notes due 2020, the $1.0 billion outstanding principal amount of 5.125% senior notes due 2023, the $900 million outstanding principal amount of 5% senior notes due 2026 and the $700 million outstanding principal amount of 4.875% senior notes due 2027 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:
(i) | The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
(ii) | Guarantor Subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;
(iii) | Non-Guarantor Subsidiaries, on a combined basis;
(iv) | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
(v) | The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.
Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of capital stock, loans and other capital transactions between members of the consolidated group. Certain Non-Guarantor Subsidiaries of the Parent Company are limited in their ability to remit funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.
| Condensed Consolidating Balance Sheet
| March 31, 2019
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Assets: |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 189 |  |  | $ | 26 |  |  | $ | 645 |  |  | $ | — |  |  | $ | 860 |
Accounts Receivable, net | 721 |  |  | 123 |  |  | 1,602 |  |  | — |  |  | 2,446 |
Accounts Receivable From Affiliates | 337 |  |  | 258 |  |  | — |  |  | (595 | ) |  | — |
Inventories | 1,511 |  |  | 66 |  |  | 1,395 |  |  | (32 | ) |  | 2,940 |
Prepaid Expenses and Other Current Assets | 74 |  |  | 2 |  |  | 164 |  |  | 6 |  |  | 246 |
Total Current Assets | 2,832 |  |  | 475 |  |  | 3,806 |  |  | (621 | ) |  | 6,492 |
Goodwill | 24 |  |  | 1 |  |  | 416 |  |  | 122 |  |  | 563 |
Intangible Assets | 117 |  |  | — |  |  | 19 |  |  | — |  |  | 136 |
Deferred Income Taxes | 1,452 |  |  | 27 |  |  | 382 |  |  | 3 |  |  | 1,864 |
Other Assets | 515 |  |  | 50 |  |  | 595 |  |  | — |  |  | 1,160 |
Investments in Subsidiaries | 3,776 |  |  | 436 |  |  | — |  |  | (4,212 | ) |  | — |
Operating Lease Right-of-Use Assets | 568 |  |  | 14 |  |  | 280 |  |  | — |  |  | 862 |
Property, Plant and Equipment, net | 2,459 |  |  | 429 |  |  | 4,333 |  |  | (25 | ) |  | 7,196 |
Total Assets | $ | 11,743 |  |  | $ | 1,432 |  |  | $ | 9,831 |  |  | $ | (4,733 | ) |  | $ | 18,273 |
Liabilities: |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |
Accounts Payable-Trade | $ | 909 |  |  | $ | 118 |  |  | $ | 1,710 |  |  | $ | — |  |  | $ | 2,737 |
Accounts Payable to Affiliates | — |  |  | — |  |  | 595 |  |  | (595 | ) |  | — |
Compensation and Benefits | 284 |  |  | 15 |  |  | 193 |  |  | — |  |  | 492 |
Other Current Liabilities | 302 |  |  | (6 | ) |  | 398 |  |  | — |  |  | 694 |
Notes Payable and Overdrafts | 55 |  |  | — |  |  | 440 |  |  | — |  |  | 495 |
Operating Lease Liabilities due Within One Year | 110 |  |  | 4 |  |  | 89 |  |  | — |  |  | 203 |
Long Term Debt and Finance Leases due Within One Year | 1 |  |  | — |  |  | 465 |  |  | — |  |  | 466 |
Total Current Liabilities | 1,661 |  |  | 131 |  |  | 3,890 |  |  | (595 | ) |  | 5,087 |
Operating Lease Liabilities | 466 |  |  | 10 |  |  | 191 |  |  | — |  |  | 667 |
Long Term Debt and Finance Leases | 3,918 |  |  | 167 |  |  | 1,460 |  |  | — |  |  | 5,545 |
Compensation and Benefits | 541 |  |  | 93 |  |  | 665 |  |  | — |  |  | 1,299 |
Deferred Income Taxes | — |  |  | — |  |  | 94 |  |  | — |  |  | 94 |
Other Long Term Liabilities | 349 |  |  | 8 |  |  | 193 |  |  | — |  |  | 550 |
Total Liabilities | 6,935 |  |  | 409 |  |  | 6,493 |  |  | (595 | ) |  | 13,242 |
Commitments and Contingent Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders’ Equity: |  |  |  |  |  |  |  |  |
Goodyear Shareholders’ Equity: |  |  |  |  |  |  |  |  |
Common Stock | 232 |  |  | — |  |  | — |  |  | — |  |  | 232 |
Other Equity | 4,576 |  |  | 1,023 |  |  | 3,115 |  |  | (4,138 | ) |  | 4,576 |
Goodyear Shareholders’ Equity | 4,808 |  |  | 1,023 |  |  | 3,115 |  |  | (4,138 | ) |  | 4,808 |
Minority Shareholders’ Equity — Nonredeemable | — |  |  | — |  |  | 223 |  |  | — |  |  | 223 |
Total Shareholders’ Equity | 4,808 |  |  | 1,023 |  |  | 3,338 |  |  | (4,138 | ) |  | 5,031 |
Total Liabilities and Shareholders’ Equity | $ | 11,743 |  |  | $ | 1,432 |  |  | $ | 9,831 |  |  | $ | (4,733 | ) |  | $ | 18,273 |
| Condensed Consolidating Balance Sheet
| December 31, 2018
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Assets: |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 127 |  |  | $ | 30 |  |  | $ | 644 |  |  | $ | — |  |  | $ | 801 |
Accounts Receivable, net | 672 |  |  | 110 |  |  | 1,248 |  |  | — |  |  | 2,030 |
Accounts Receivable From Affiliates | 294 |  |  | 280 |  |  | — |  |  | (574 | ) |  | — |
Inventories | 1,425 |  |  | 71 |  |  | 1,387 |  |  | (27 | ) |  | 2,856 |
Prepaid Expenses and Other Current Assets | 76 |  |  | 3 |  |  | 155 |  |  | 4 |  |  | 238 |
Total Current Assets | 2,594 |  |  | 494 |  |  | 3,434 |  |  | (597 | ) |  | 5,925 |
Goodwill | 24 |  |  | 1 |  |  | 420 |  |  | 124 |  |  | 569 |
Intangible Assets | 117 |  |  | — |  |  | 19 |  |  | — |  |  | 136 |
Deferred Income Taxes | 1,422 |  |  | 27 |  |  | 395 |  |  | 3 |  |  | 1,847 |
Other Assets | 524 |  |  | 48 |  |  | 564 |  |  | — |  |  | 1,136 |
Investments in Subsidiaries | 3,758 |  |  | 445 |  |  | — |  |  | (4,203 | ) |  | — |
Operating Lease Right-of-Use Assets | — |  |  | — |  |  | — |  |  | — |  |  | — |
Property, Plant and Equipment, net | 2,482 |  |  | 430 |  |  | 4,371 |  |  | (24 | ) |  | 7,259 |
Total Assets | $ | 10,921 |  |  | $ | 1,445 |  |  | $ | 9,203 |  |  | $ | (4,697 | ) |  | $ | 16,872 |
Liabilities: |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |
Accounts Payable-Trade | $ | 960 |  |  | $ | 131 |  |  | $ | 1,829 |  |  | $ | — |  |  | $ | 2,920 |
Accounts Payable to Affiliates | — |  |  | — |  |  | 574 |  |  | (574 | ) |  | — |
Compensation and Benefits | 286 |  |  | 14 |  |  | 171 |  |  | — |  |  | 471 |
Other Current Liabilities | 310 |  |  | (4 | ) |  | 431 |  |  | — |  |  | 737 |
Notes Payable and Overdrafts | 25 |  |  | — |  |  | 385 |  |  | — |  |  | 410 |
Operating Lease Liabilities due Within One Year | — |  |  | — |  |  | — |  |  | — |  |  | — |
Long Term Debt and Finance Leases Due Within One Year | 2 |  |  | — |  |  | 241 |  |  | — |  |  | 243 |
Total Current Liabilities | 1,583 |  |  | 141 |  |  | 3,631 |  |  | (574 | ) |  | 4,781 |
Operating Lease Liabilities | — |  |  | — |  |  | — |  |  | — |  |  | — |
Long Term Debt and Finance Leases | 3,550 |  |  | 167 |  |  | 1,393 |  |  | — |  |  | 5,110 |
Compensation and Benefits | 569 |  |  | 93 |  |  | 683 |  |  | — |  |  | 1,345 |
Deferred Income Taxes | — |  |  | — |  |  | 95 |  |  | — |  |  | 95 |
Other Long Term Liabilities | 355 |  |  | 8 |  |  | 108 |  |  | — |  |  | 471 |
Total Liabilities | 6,057 |  |  | 409 |  |  | 5,910 |  |  | (574 | ) |  | 11,802 |
Commitments and Contingent Liabilities |  |  |  |  |  |  |  |  |
Shareholders’ Equity: |  |  |  |  |  |  |  |  |
Goodyear Shareholders’ Equity: |  |  |  |  |  |  |  |  |
Common Stock | 232 |  |  | — |  |  | — |  |  | — |  |  | 232 |
Other Equity | 4,632 |  |  | 1,036 |  |  | 3,087 |  |  | (4,123 | ) |  | 4,632 |
Goodyear Shareholders’ Equity | 4,864 |  |  | 1,036 |  |  | 3,087 |  |  | (4,123 | ) |  | 4,864 |
Minority Shareholders’ Equity — Nonredeemable | — |  |  | — |  |  | 206 |  |  | — |  |  | 206 |
Total Shareholders’ Equity | 4,864 |  |  | 1,036 |  |  | 3,293 |  |  | (4,123 | ) |  | 5,070 |
Total Liabilities and Shareholders’ Equity | $ | 10,921 |  |  | $ | 1,445 |  |  | $ | 9,203 |  |  | $ | (4,697 | ) |  | $ | 16,872 |
| Consolidating Statements of Operations
| Three Months Ended March 31, 2019
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Net Sales | $ | 1,673 |  |  | $ | 327 |  |  | $ | 2,299 |  |  | $ | (701 | ) |  | $ | 3,598 |
Cost of Goods Sold | 1,371 |  |  | 310 |  |  | 1,911 |  |  | (713 | ) |  | 2,879 |
Selling, Administrative and General Expense | 253 |  |  | 8 |  |  | 286 |  |  | — |  |  | 547 |
Rationalizations | 6 |  |  | — |  |  | 97 |  |  | — |  |  | 103 |
Interest Expense | 55 |  |  | 6 |  |  | 33 |  |  | (9 | ) |  | 85 |
Other (Income) Expense | 74 |  |  | 4 |  |  | (81 | ) |  | 25 |  |  | 22 |
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries | (86 | ) |  | (1 | ) |  | 53 |  |  | (4 | ) |  | (38 | )
United States and Foreign Taxes | (26 | ) |  | — |  |  | 31 |  |  | 1 |  |  | 6 |
Equity in Earnings of Subsidiaries | (1 | ) |  | (15 | ) |  | — |  |  | 16 |  |  | — |
Net Income (Loss) | (61 | ) |  | (16 | ) |  | 22 |  |  | 11 |  |  | (44 | )
Less: Minority Shareholders’ Net Income | — |  |  | — |  |  | 17 |  |  | — |  |  | 17 |
Goodyear Net Income (Loss) | $ | (61 | ) |  | $ | (16 | ) |  | $ | 5 |  |  | $ | 11 |  |  | $ | (61 | )
Comprehensive Income (Loss) | $ | 1 |  |  | $ | (14 | ) |  | $ | 57 |  |  | $ | (26 | ) |  | $ | 18 |
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders | — |  |  | — |  |  | 17 |  |  | — |  |  | 17 |
Goodyear Comprehensive Income (Loss) | $ | 1 |  |  | $ | (14 | ) |  | $ | 40 |  |  | $ | (26 | ) |  | $ | 1 |
| Consolidating Statements of Operations
| Three Months Ended March 31, 2018
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Net Sales | $ | 1,684 |  |  | $ | 309 |  |  | $ | 2,457 |  |  | $ | (620 | ) |  | $ | 3,830 |
Cost of Goods Sold | 1,365 |  |  | 273 |  |  | 1,978 |  |  | (640 | ) |  | 2,976 |
Selling, Administrative and General Expense | 259 |  |  | 10 |  |  | 322 |  |  | — |  |  | 591 |
Rationalizations | 6 |  |  | — |  |  | 31 |  |  | — |  |  | 37 |
Interest Expense | 54 |  |  | 5 |  |  | 23 |  |  | (6 | ) |  | 76 |
Other (Income) Expense | 10 |  |  | 7 |  |  | — |  |  | 20 |  |  | 37 |
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries | (10 | ) |  | 14 |  |  | 103 |  |  | 6 |  |  | 113 |
United States and Foreign Taxes | (3 | ) |  | 3 |  |  | 30 |  |  | 3 |  |  | 33 |
Equity in Earnings of Subsidiaries | 82 |  |  | 22 |  |  | — |  |  | (104 | ) |  | — |
Net Income (Loss) | 75 |  |  | 33 |  |  | 73 |  |  | (101 | ) |  | 80 |
Less: Minority Shareholders’ Net Income | — |  |  | — |  |  | 5 |  |  | — |  |  | 5 |
Goodyear Net Income (Loss) | $ | 75 |  |  | $ | 33 |  |  | $ | 68 |  |  | $ | (101 | ) |  | $ | 75 |
Comprehensive Income (Loss) | $ | 184 |  |  | $ | 55 |  |  | $ | 155 |  |  | $ | (203 | ) |  | $ | 191 |
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders | — |  |  | — |  |  | 7 |  |  | — |  |  | 7 |
Goodyear Comprehensive Income (Loss) | $ | 184 |  |  | $ | 55 |  |  | $ | 148 |  |  | $ | (203 | ) |  | $ | 184 |
| Condensed Consolidating Statement of Cash Flows
| Three Months Ended March 31, 2019
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |
Total Cash Flows from Operating Activities | $ | (75 | ) |  | $ | (26 | ) |  | $ | (253 | ) |  | $ | (10 | ) |  | $ | (364 | )
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |
Capital Expenditures | (90 | ) |  | (11 | ) |  | (120 | ) |  | — |  |  | (221 | )
Short Term Securities Acquired | — |  |  | — |  |  | (31 | ) |  | — |  |  | (31 | )
Short Term Securities Redeemed | — |  |  | — |  |  | 31 |  |  | — |  |  | 31 |
Capital Contributions and Loans Incurred | (196 | ) |  | — |  |  | — |  |  | 196 |  |  | — |
Capital Redemptions and Loans Paid | 104 |  |  | — |  |  | — |  |  | (104 | ) |  | — |
Notes Receivable | (7 | ) |  | — |  |  | — |  |  | — |  |  | (7 | )
Other Transactions | — |  |  | — |  |  | (16 | ) |  | — |  |  | (16 | )
Total Cash Flows from Investing Activities | (189 | ) |  | (11 | ) |  | (136 | ) |  | 92 |  |  | (244 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |
Short Term Debt and Overdrafts Incurred | 299 |  |  | — |  |  | 272 |  |  | — |  |  | 571 |
Short Term Debt and Overdrafts Paid | (269 | ) |  | — |  |  | (216 | ) |  | — |  |  | (485 | )
Long Term Debt Incurred | 923 |  |  | — |  |  | 927 |  |  | — |  |  | 1,850 |
Long Term Debt Paid | (590 | ) |  | — |  |  | (633 | ) |  | — |  |  | (1,223 | )
Common Stock Dividends Paid | (37 | ) |  | — |  |  | — |  |  | — |  |  | (37 | )
Capital Contributions and Loans Incurred | — |  |  | 34 |  |  | 162 |  |  | (196 | ) |  | — |
Capital Redemptions and Loans Paid | — |  |  | — |  |  | (104 | ) |  | 104 |  |  | — |
Intercompany Dividends Paid | — |  |  | — |  |  | (10 | ) |  | 10 |  |  | — |
Debt Related Costs and Other Transactions | (3 | ) |  | — |  |  | (28 | ) |  | — |  |  | (31 | )
Total Cash Flows from Financing Activities | 323 |  |  | 34 |  |  | 370 |  |  | (82 | ) |  | 645 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | — |  |  | (1 | ) |  | 1 |  |  | — |  |  | — |
Net Change in Cash, Cash Equivalents and Restricted Cash | 59 |  |  | (4 | ) |  | (18 | ) |  | — |  |  | 37 |
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period | 168 |  |  | 30 |  |  | 675 |  |  | — |  |  | 873 |
Cash, Cash Equivalents and Restricted Cash at End of the Period | $ | 227 |  |  | $ | 26 |  |  | $ | 657 |  |  | $ | — |  |  | $ | 910 |
| Condensed Consolidating Statement of Cash Flows
| Three Months Ended March 31, 2018
(In millions) | Parent Company |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidating Entries and Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |
Total Cash Flows from Operating Activities | $ | 266 |  |  | $ | — |  |  | $ | (656 | ) |  | $ | 1 |  |  | $ | (389 | )
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |
Capital Expenditures | (101 | ) |  | (28 | ) |  | (118 | ) |  | (1 | ) |  | (248 | )
Short Term Securities Acquired | — |  |  | — |  |  | (8 | ) |  | — |  |  | (8 | )
Short Term Securities Redeemed | — |  |  | — |  |  | 8 |  |  | — |  |  | 8 |
Capital Contributions and Loans Incurred | (91 | ) |  | — |  |  | (91 | ) |  | 182 |  |  | — |
Capital Redemptions and Loans Paid | 38 |  |  | — |  |  | 360 |  |  | (398 | ) |  | — |
Total Cash Flows from Investing Activities | (154 | ) |  | (28 | ) |  | 151 |  |  | (217 | ) |  | (248 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |
Short Term Debt and Overdrafts Incurred | 325 |  |  | — |  |  | 259 |  |  | — |  |  | 584 |
Short Term Debt and Overdrafts Paid | (325 | ) |  | — |  |  | (193 | ) |  | — |  |  | (518 | )
Long Term Debt Incurred | 705 |  |  | 15 |  |  | 932 |  |  | — |  |  | 1,652 |
Long Term Debt Paid | (541 | ) |  | — |  |  | (685 | ) |  | — |  |  | (1,226 | )
Common Stock Issued | 1 |  |  | — |  |  | — |  |  | — |  |  | 1 |
Common Stock Repurchased | (25 | ) |  | — |  |  | — |  |  | — |  |  | (25 | )
Common Stock Dividends Paid | (34 | ) |  | — |  |  | — |  |  | — |  |  | (34 | )
Capital Contributions and Loans Incurred | 91 |  |  | 8 |  |  | 83 |  |  | (182 | ) |  | — |
Capital Redemptions and Loans Paid | (360 | ) |  | — |  |  | (38 | ) |  | 398 |  |  | — |
Transactions with Minority Interests in Subsidiaries | — |  |  | — |  |  | (22 | ) |  | — |  |  | (22 | )
Debt Related Costs and Other Transactions | 7 |  |  | — |  |  | (20 | ) |  | — |  |  | (13 | )
Total Cash Flows from Financing Activities | (156 | ) |  | 23 |  |  | 316 |  |  | 216 |  |  | 399 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | — |  |  | (1 | ) |  | 17 |  |  | — |  |  | 16 |
Net Change in Cash, Cash Equivalents and Restricted Cash | (44 | ) |  | (6 | ) |  | (172 | ) |  | — |  |  | (222 | )
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period | 201 |  |  | 32 |  |  | 877 |  |  | — |  |  | 1,110 |
Cash, Cash Equivalents and Restricted Cash at End of the Period | $ | 157 |  |  | $ | 26 |  |  | $ | 705 |  |  | $ | — |  |  | $ | 888 |

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