Consolidating Financial Information

3 Months Ended

Mar. 31, 2015

Consolidating Financial Information [Abstract]

CONSOLIDATING FINANCIAL INFORMATION

CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed our obligations under the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, the $282 million outstanding principal amount of 8.75% notes due 2020, the $900 million outstanding principal amount of 6.5% senior notes due 2021, and the $700 million outstanding principal amount of 7% senior notes due 2022 (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 the capital stock of various subsidiaries, 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, 2015
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	330	$	45	$	1,238	$	—		$	1,613
Accounts Receivable	842		157		1,524		—			2,523
Accounts Receivable From Affiliates	—		697		—		(697		)	—
Inventories	1,154		158		1,272		(46		)	2,538
Deferred Income Taxes	503		6		55		4			568
Prepaid Expenses and Other Current Assets	42		3		148		(1		)	192
Total Current Assets	2,871		1,066		4,237		(740		)	7,434
Goodwill	—		24		420		108			552
Intangible Assets	116		—		21		—			137
Deferred Income Taxes	1,567		18		89		8			1,682
Other Assets	246		79		380		—			705
Investments in Subsidiaries	4,060		406		—		(4,466		)	—
Property, Plant and Equipment	2,316		121		4,418		(29		)	6,826
Total Assets	$	11,176	$	1,714	$	9,565	$	(5,119	)	$	17,336
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	830	$	183	$	1,599	$	—		$	2,612
Accounts Payable to Affiliates	570		—		127		(697		)	—
Compensation and Benefits	357		29		283		—			669
Other Current Liabilities	290		27		573		(5		)	885
Notes Payable and Overdrafts	—		—		23		—			23
Long Term Debt and Capital Leases Due Within One Year	6		—		232		—			238
Total Current Liabilities	2,053		239		2,837		(702		)	4,427
Long Term Debt and Capital Leases	4,175		—		1,790		—			5,965
Compensation and Benefits	614		117		778		—			1,509
Deferred and Other Noncurrent Income Taxes	3		5		179		(6		)	181
Other Long Term Liabilities	539		11		146		—			696
Total Liabilities	7,384		372		5,730		(708		)	12,778
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		370		169			539
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	270		—		—		—			270
Other Equity	3,522		1,342		3,238		(4,580		)	3,522
Goodyear Shareholders’ Equity	3,792		1,342		3,238		(4,580		)	3,792
Minority Shareholders’ Equity — Nonredeemable	—		—		227		—			227
Total Shareholders’ Equity	3,792		1,342		3,465		(4,580		)	4,019
Total Liabilities and Shareholders’ Equity	$	11,176	$	1,714	$	9,565	$	(5,119	)	$	17,336

	Condensed Consolidating Balance Sheet
	December 31, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	674	$	89	$	1,398	$	—		$	2,161
Accounts Receivable	833		166		1,127		—			2,126
Accounts Receivable From Affiliates	—		623		—		(623		)	—
Inventories	1,151		148		1,410		(38		)	2,671
Deferred Income Taxes	496		6		66		2			570
Prepaid Expenses and Other Current Assets	39		2		156		(1		)	196
Total Current Assets	3,193		1,034		4,157		(660		)	7,724
Goodwill	—		24		462		115			601
Intangible Assets	114		—		24		—			138
Deferred Income Taxes	1,633		24		96		9			1,762
Other Assets	234		86		411		—			731
Investments in Subsidiaries	4,054		416		—		(4,470		)	—
Property, Plant and Equipment	2,329		132		4,721		(29		)	7,153
Total Assets	$	11,557	$	1,716	$	9,871	$	(5,035	)	$	18,109
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	910	$	191	$	1,777	$	—		$	2,878
Accounts Payable to Affiliates	557		—		66		(623		)	—
Compensation and Benefits	392		31		301		—			724
Other Current Liabilities	350		23		589		(6		)	956
Notes Payable and Overdrafts	—		—		30		—			30
Long Term Debt and Capital Leases Due Within One Year	6		—		142		—			148
Total Current Liabilities	2,215		245		2,905		(629		)	4,736
Long Term Debt and Capital Leases	4,375		—		1,841		—			6,216
Compensation and Benefits	666		127		883		—			1,676
Deferred and Other Noncurrent Income Taxes	3		5		179		(6		)	181
Other Long Term Liabilities	688		30		155		—			873
Total Liabilities	7,947		407		5,963		(635		)	13,682
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		392		190			582
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	269		—		—		—			269
Other Equity	3,341		1,309		3,281		(4,590		)	3,341
Goodyear Shareholders’ Equity	3,610		1,309		3,281		(4,590		)	3,610
Minority Shareholders’ Equity — Nonredeemable	—		—		235		—			235
Total Shareholders’ Equity	3,610		1,309		3,516		(4,590		)	3,845
Total Liabilities and Shareholders’ Equity	$	11,557	$	1,716	$	9,871	$	(5,035	)	$	18,109

	Consolidating Statements of Operations
	Three Months Ended March 31, 2015
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,840		$	520		$	2,602		$	(938	)	$	4,024
Cost of Goods Sold	1,443			472			2,103			(952		)	3,066
Selling, Administrative and General Expense	226			40			344			(2		)	608
Rationalizations	—			—			16			—			16
Interest Expense	80			6			30			(13		)	103
Other (Income) Expense	(162		)	(15		)	12			37			(128		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	253			17			97			(8		)	359
United States and Foreign Taxes	87			5			30			1			123
Equity in Earnings of Subsidiaries	58			7			—			(65		)	—
Net Income (Loss)	224			19			67			(74		)	236
Less: Minority Shareholders’ Net Income (Loss)	—			—			12			—			12
Goodyear Net Income (Loss) available to Common Shareholders	$	224		$	19		$	55		$	(74	)	$	224
Comprehensive Income (Loss)	$	193		$	34		$	(62	)	$	(22	)	$	143
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(29		)	(21		)	(50		)
Goodyear Comprehensive Income (Loss)	$	193		$	34		$	(33	)	$	(1	)	$	193

	Consolidating Statements of Operations
	Three Months Ended March 31, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,875		$	601		$	3,159		$	(1,166	)	$	4,469
Cost of Goods Sold	1,558			548			2,582			(1,170		)	3,518
Selling, Administrative and General Expense	224			40			406			(3		)	667
Rationalizations	(1		)	—			42			—			41
Interest Expense	82			7			31			(15		)	105
Other (Income) Expense	(12		)	(4		)	138			46			168
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	24			10			(40		)	(24		)	(30		)
United States and Foreign Taxes	2			3			3			—			8
Equity in Earnings of Subsidiaries	(73		)	6			—			67			—
Net Income (Loss)	(51		)	13			(43		)	43			(38		)
Less: Minority Shareholders’ Net Income (Loss)	—			—			13			—			13
Goodyear Net Income (Loss)	(51		)	13			(56		)	43			(51		)
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	(58	)	$	13		$	(56	)	$	43		$	(58	)
Comprehensive Income (Loss)	$	14		$	25		$	30		$	(26	)	$	43
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			29			—			29
Goodyear Comprehensive Income (Loss)	$	14		$	25		$	1		$	(26	)	$	14

	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 31, 2015
(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	$	(76	)	$	(33	)	$	(141	)	$	(12	)	$	(262	)
Cash Flows from Investing Activities:
Capital Expenditures	(60		)	(11		)	(136		)	3			(204		)
Asset Dispositions	—			—			1			—			1
Decrease in Restricted Cash	—			—			2			—			2
Short Term Securities Redeemed	—			—			21			—			21
Total Cash Flows from Investing Activities	(60		)	(11		)	(112		)	3			(180		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	14			7			16			(21		)	16
Short Term Debt and Overdrafts Paid	(7		)	—			(36		)	21			(22		)
Long Term Debt Incurred	141			—			475			—			616
Long Term Debt Paid	(341		)	—			(287		)	—			(628		)
Common Stock Issued	2			—			—			—			2
Common Stock Repurchased	(1		)	—			—			—			(1		)
Common Stock Dividends Paid	(16		)	—			—			—			(16		)
Intercompany Dividends Paid	—			—			(9		)	9			—
Transactions with Minority Interests in Subsidiaries	—			—			(1		)	—			(1		)
Total Cash Flows from Financing Activities	(208		)	7			158			9			(34		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(7		)	(65		)	—			(72		)
Net Change in Cash and Cash Equivalents	(344		)	(44		)	(160		)	—			(548		)
Cash and Cash Equivalents at Beginning of the Period	674			89			1,398			—			2,161
Cash and Cash Equivalents at End of the Period	$	330		$	45		$	1,238		$	—		$	1,613

	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 31, 2014
(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	$	(1,132	)	$	(36	)	$	(349	)	$	(26	)	$	(1,543	)
Cash Flows from Investing Activities:
Capital Expenditures	(86		)	(5		)	(139		)	1			(229		)
Asset Dispositions	—			—			2			—			2
Decrease in Restricted Cash	—			—			4			—			4
Short Term Securities Acquired	—			—			(25		)	—			(25		)
Short Term Securities Redeemed	—			—			35			—			35
Capital Contributions and Loans Incurred	(187		)	—			(452		)	639			—
Capital Redemptions and Loans Paid	364			—			209			(573		)	—
Other Transactions	1			—			1			—			2
Total Cash Flows from Investing Activities	92			(5		)	(365		)	67			(211		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			9			51			(47		)	13
Short Term Debt and Overdrafts Paid	(47		)	—			—			47			—
Long Term Debt Incurred	300			—			804			—			1,104
Long Term Debt Paid	(202		)	—			(70		)	—			(272		)
Common Stock Issued	24			—			—			—			24
Common Stock Repurchased	(32		)	—			—			—			(32		)
Common Stock Dividends Paid	(12		)	—			—			—			(12		)
Preferred Stock Dividends Paid	(7		)	—			—			—			(7		)
Capital Contributions and Loans Incurred	452			—			187			(639		)	—
Capital Redemptions and Loans Paid	(209		)	—			(364		)	573			—
Intercompany Dividends Paid	—			—			(25		)	25			—
Transactions with Minority Interests in Subsidiaries	—			—			(23		)	—			(23		)
Total Cash Flows from Financing Activities	267			9			560			(41		)	795
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(2		)	(182		)	—			(184		)
Net Change in Cash and Cash Equivalents	(773		)	(34		)	(336		)	—			(1,143		)
Cash and Cash Equivalents at Beginning of the Period	1,269			94			1,633			—			2,996
Cash and Cash Equivalents at End of the Period	$	496		$	60		$	1,297		$	—		$	1,853