Consolidating Financial Information

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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
	September 30, 2019
(In millions)	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	151	$	26		$	691	$	—		$	868
Accounts Receivable, net	808		154			1,786		—			2,748
Accounts Receivable From Affiliates	325		251			—		(576		)	—
Inventories	1,539		65			1,403		(42		)	2,965
Prepaid Expenses and Other Current Assets	85		2			187		6			280
Total Current Assets	2,908		498			4,067		(612		)	6,861
Goodwill	24		1			405		120			550
Intangible Assets	116		—			18		—			134
Deferred Income Taxes	1,448		24			363		4			1,839
Other Assets	494		51			510		—			1,055
Investments in Subsidiaries	3,732		431			—		(4,163		)	—
Operating Lease Right-of-Use Assets	548		12			268		—			828
Property, Plant and Equipment, net	2,418		432			4,204		(22		)	7,032
Total Assets	$	11,688	$	1,449		$	9,835	$	(4,673	)	$	18,299
Liabilities:
Current Liabilities:
Accounts Payable — Trade	$	869	$	128		$	1,654	$	—		$	2,651
Accounts Payable to Affiliates	—		—			576		(576		)	—
Compensation and Benefits	296		15			228		—			539
Other Current Liabilities	306		(2		)	386		—			690
Notes Payable and Overdrafts	20		—			466		—			486
Operating Lease Liabilities due Within One Year	109		5			83		—			197
Long Term Debt and Finance Leases due Within One Year	282		—			328		—			610
Total Current Liabilities	1,882		146			3,721		(576		)	5,173
Operating Lease Liabilities	449		8			185		—			642
Long Term Debt and Finance Leases	3,662		167			1,751		—			5,580
Compensation and Benefits	513		87			644		—			1,244
Deferred Income Taxes	—		—			91		—			91
Other Long Term Liabilities	347		7			180		—			534
Total Liabilities	6,853		415			6,572		(576		)	13,264
Commitments and Contingent Liabilities
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	233		—			—		—			233
Other Equity	4,602		1,034			3,063		(4,097		)	4,602
Goodyear Shareholders’ Equity	4,835		1,034			3,063		(4,097		)	4,835
Minority Shareholders’ Equity — Nonredeemable	—		—			200		—			200
Total Shareholders’ Equity	4,835		1,034			3,263		(4,097		)	5,035
Total Liabilities and Shareholders’ Equity	$	11,688	$	1,449		$	9,835	$	(4,673	)	$	18,299



	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 September 30, 2019
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,862		$	384	$	2,383		$	(827	)	$	3,802
Cost of Goods Sold	1,484			352		1,962			(833		)	2,965
Selling, Administrative and General Expense	276			8		288			—			572
Rationalizations	8			—		13			—			21
Interest Expense	56			7		33			(8		)	88
Other (Income) Expense	(7		)	4		21			17			35
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	45			13		66			(3		)	121
United States and Foreign Taxes	11			3		17			—			31
Equity in Earnings of Subsidiaries	54			6		—			(60		)	—
Net Income (Loss)	88			16		49			(63		)	90
Less: Minority Shareholders’ Net Income	—			—		2			—			2
Goodyear Net Income (Loss)	$	88		$	16	$	47		$	(63	)	$	88
Comprehensive Income (Loss)	$	17		$	14	$	(33	)	$	18		$	16
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		(1		)	—			(1		)
Goodyear Comprehensive Income (Loss)	$	17		$	14	$	(32	)	$	18		$	17



	Consolidating Statements of Operations
	Three Months Ended September 30, 2018
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,922		$	342		$	2,373		$	(709	)	$	3,928
Cost of Goods Sold	1,547			319			1,879			(717		)	3,028
Selling, Administrative and General Expense	239			8			306			—			553
Rationalizations	1			—			4			—			5
Interest Expense	55			6			28			(7		)	82
Other (Income) Expense	(295		)	3			11			28			(253		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	375			6			145			(13		)	513
United States and Foreign Taxes	111			1			48			(1		)	159
Equity in Earnings of Subsidiaries	87			10			—			(97		)	—
Net Income (Loss)	351			15			97			(109		)	354
Less: Minority Shareholders’ Net Income	—			—			3			—			3
Goodyear Net Income (Loss)	$	351		$	15		$	94		$	(109	)	$	351
Comprehensive Income (Loss)	$	290		$	(5	)	$	(3	)	$	2		$	284
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(6		)	—			(6		)
Goodyear Comprehensive Income (Loss)	$	290		$	(5	)	$	3		$	2		$	290



	Consolidating Statements of Operations
	Nine Months Ended September 30, 2019
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,328		$	1,046		$	6,945		$	(2,287	)	$	11,032
Cost of Goods Sold	4,292			978			5,738			(2,309		)	8,699
Selling, Administrative and General Expense	796			25			884			—			1,705
Rationalizations	17			—			111			—			128
Interest Expense	168			20			99			(26		)	261
Other (Income) Expense	61			11			(59		)	61			74
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(6		)	12			172			(13		)	165
United States and Foreign Taxes	(21		)	3			83			(2		)	63
Equity in Earnings of Subsidiaries	66			(6		)	—			(60		)	—
Net Income (Loss)	81			3			89			(71		)	102
Less: Minority Shareholders’ Net Income	—			—			21			—			21
Goodyear Net Income (Loss)	$	81		$	3		$	68		$	(71	)	$	81
Comprehensive Income (Loss)	$	84		$	(3	)	$	22		$	2		$	105
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			21			—			21
Goodyear Comprehensive Income (Loss)	$	84		$	(3	)	$	1		$	2		$	84



	Consolidating Statements of Operations
	Nine Months Ended September 30, 2018
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,440		$	980		$	7,236		$	(2,057	)	$	11,599
Cost of Goods Sold	4,376			927			5,756			(2,106		)	8,953
Selling, Administrative and General Expense	756			26			950			—			1,732
Rationalizations	6			—			34			—			40
Interest Expense	165			16			73			(18		)	236
Other (Income) Expense	(271		)	13			19			68			(171		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	408			(2		)	404			(1		)	809
United States and Foreign Taxes	71			(1		)	140			1			211
Equity in Earnings of Subsidiaries	246			44			—			(290		)	—
Net Income (Loss)	583			43			264			(292		)	598
Less: Minority Shareholders’ Net Income	—			—			15			—			15
Goodyear Net Income (Loss)	$	583		$	43		$	249		$	(292	)	$	583
Comprehensive Income (Loss)	$	476		$	25		$	29		$	(64	)	$	466
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(10		)	—			(10		)
Goodyear Comprehensive Income (Loss)	$	476		$	25		$	39		$	(64	)	$	476



	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 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	$	129		$	(14	)	$	(229	)	$	(25	)	$	(139	)
Cash Flows from Investing Activities:
Capital Expenditures	(215		)	(29		)	(317		)	—			(561		)
Asset Dispositions	—			—			2			—			2
Short Term Securities Acquired	—			—			(73		)	—			(73		)
Short Term Securities Redeemed	—			—			67			—			67
Capital Contributions and Loans Incurred	(319		)	—			—			319			—
Capital Redemptions and Loans Paid	203			—			—			(203		)	—
Notes Receivable	(7		)	—			—			—			(7		)
Other Transactions	—			—			(12		)	—			(12		)
Total Cash Flows from Investing Activities	(338		)	(29		)	(333		)	116			(584		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	374			—			1,077			—			1,451
Short Term Debt and Overdrafts Paid	(379		)	—			(978		)	—			(1,357		)
Long Term Debt Incurred	2,340			—			2,457			—			4,797
Long Term Debt Paid	(1,992		)	—			(1,949		)	—			(3,941		)
Common Stock Issued	1			—			—			—			1
Common Stock Repurchased	—			—			—			—			—
Common Stock Dividends Paid	(111		)	—			—			—			(111		)
Capital Contributions and Loans Incurred	—			53			266			(319		)	—
Capital Redemptions and Loans Paid	—			(15		)	(188		)	203			—
Intercompany Dividends Paid	—			—			(25		)	25			—
Transactions with Minority Interests in Subsidiaries	—			—			(26		)	—			(26		)
Debt Related Costs and Other Transactions	1			—			(26		)	—			(25		)
Total Cash Flows from Financing Activities	234			38			608			(91		)	789
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	—			1			(14		)	—			(13		)
Net Change in Cash, Cash Equivalents and Restricted Cash	25			(4		)	32			—			53
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	$	193		$	26		$	707		$	—		$	926



	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 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	$	815		$	(5	)	$	(295	)	$	(539	)	$	(24	)
Cash Flows from Investing Activities:
Capital Expenditures	(248		)	(55		)	(311		)	(1		)	(615		)
Asset Dispositions	—			2			—			—			2
Short Term Securities Acquired	—			—			(61		)	—			(61		)
Short Term Securities Redeemed	—			—			61			—			61
Capital Contributions and Loans Incurred	(597		)	—			(213		)	810			—
Capital Redemptions and Loans Paid	193			—			430			(623		)	—
Notes Receivable	(50		)	—			—			—			(50		)
Other Transactions	3			—			(4		)	—			(1		)
Total Cash Flows from Investing Activities	(699		)	(53		)	(98		)	186			(664		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	800			—			658			—			1,458
Short Term Debt and Overdrafts Paid	(775		)	—			(492		)	—			(1,267		)
Long Term Debt Incurred	2,305			15			2,384			—			4,704
Long Term Debt Paid	(1,982		)	—			(2,010		)	—			(3,992		)
Common Stock Issued	4			—			—			—			4
Common Stock Repurchased	(200		)	—			—			—			(200		)
Common Stock Dividends Paid	(100		)	—			—			—			(100		)
Capital Contributions and Loans Incurred	213			52			545			(810		)	—
Capital Redemptions and Loans Paid	(430		)	(14		)	(179		)	623			—
Intercompany Dividends Paid	—			—			(540		)	540			—
Transactions with Minority Interests in Subsidiaries	—			—			(27		)	—			(27		)
Debt Related Costs and Other Transactions	16			—			(19		)	—			(3		)
Total Cash Flows from Financing Activities	(149		)	53			320			353			577
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	—			(1		)	(36		)	—			(37		)
Net Change in Cash, Cash Equivalents and Restricted Cash	(33		)	(6		)	(109		)	—			(148		)
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	$	168		$	26		$	768		$	—		$	962