Consolidating Financial Information

9 Months Ended

Sep. 30, 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
	September 30, 2015
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	483	$	45	$	1,162	$	—		$	1,690
Accounts Receivable	829		207		1,580		—			2,616
Accounts Receivable From Affiliates	—		649		—		(649		)	—
Inventories	1,214		161		1,223		(54		)	2,544
Deferred Income Taxes	505		6		61		3			575
Assets Held for Sale	193		—		234		(185		)	242
Prepaid Expenses and Other Current Assets	47		5		203		—			255
Total Current Assets	3,271		1,073		4,463		(885		)	7,922
Goodwill	—		24		424		108			556
Intangible Assets	109		—		22		—			131
Deferred Income Taxes	1,381		18		78		8			1,485
Other Assets	271		71		406		—			748
Investments in Subsidiaries	4,039		332		—		(4,371		)	—
Property, Plant and Equipment	2,341		124		4,239		(31		)	6,673
Total Assets	$	11,412	$	1,642	$	9,632	$	(5,171	)	$	17,515
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	872	$	180	$	1,524	$	—		$	2,576
Accounts Payable to Affiliates	461		—		188		(649		)	—
Compensation and Benefits	371		30		322		—			723
Liabilities Held for Sale	—		—		204		—			204
Other Current Liabilities	316		23		539		(7		)	871
Notes Payable and Overdrafts	—		—		41		—			41
Long Term Debt and Capital Leases Due Within One Year	6		—		362		—			368
Total Current Liabilities	2,026		233		3,180		(656		)	4,783
Long Term Debt and Capital Leases	4,174		—		1,417		—			5,591
Compensation and Benefits	584		105		737		—			1,426
Deferred and Other Noncurrent Income Taxes	1		5		174		(4		)	176
Other Long Term Liabilities	484		10		93		—			587
Total Liabilities	7,269		353		5,601		(660		)	12,563
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		414		176			590
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	269		—		—		—			269
Other Equity	3,874		1,289		3,398		(4,687		)	3,874
Goodyear Shareholders’ Equity	4,143		1,289		3,398		(4,687		)	4,143
Minority Shareholders’ Equity — Nonredeemable	—		—		219		—			219
Total Shareholders’ Equity	4,143		1,289		3,617		(4,687		)	4,362
Total Liabilities and Shareholders’ Equity	$	11,412	$	1,642	$	9,632	$	(5,171	)	$	17,515

	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 September 30, 2015
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,916		$	568		$	2,669	$	(969	)	$	4,184
Cost of Goods Sold	1,421			523			2,063		(1,007		)	3,000
Selling, Administrative and General Expense	249			41			345		(2		)	633
Rationalizations	5			—			15		—			20
Interest Expense	77			5			33		(13		)	102
Other (Income) Expense	(80		)	1			34		43			(2		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	244			(2		)	179		10			431
United States and Foreign Taxes	99			(2		)	26		3			126
Equity in Earnings of Subsidiaries	126			20			—		(146		)	—
Net Income (Loss)	271			20			153		(139		)	305
Less: Minority Shareholders’ Net Income (Loss)	—			—			34		—			34
Goodyear Net Income (Loss) available to Common Shareholders	$	271		$	20		$	119	$	(139	)	$	271
Comprehensive Income (Loss)	$	204		$	30		$	48	$	(63	)	$	219
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			15		—			15
Goodyear Comprehensive Income (Loss)	$	204		$	30		$	33	$	(63	)	$	204

	Consolidating Statements of Operations
	Three Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,999		$	673		$	3,338		$	(1,353	)	$	4,657
Cost of Goods Sold	1,630			604			2,669			(1,387		)	3,516
Selling, Administrative and General Expense	228			43			383			(1		)	653
Rationalizations	—			—			15			—			15
Interest Expense	83			7			33			(15		)	108
Other (Income) Expense	(14		)	(1		)	32			49			66
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	72			20			206			1			299
United States and Foreign Taxes	6			5			88			1			100
Equity in Earnings of Subsidiaries	95			21			—			(116		)	—
Net Income (Loss)	161			36			118			(116		)	199
Less: Minority Shareholders’ Net Income (Loss)	—			—			38			—			38
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	36		$	80		$	(116	)	$	161
Comprehensive Income (Loss)	$	72		$	34		$	(22	)	$	(25	)	$	59
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			4			(17		)	(13		)
Goodyear Comprehensive Income (Loss)	$	72		$	34		$	(26	)	$	(8	)	$	72

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2015
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,730		$	1,656		$	7,911	$	(2,917	)	$	12,380
Cost of Goods Sold	4,330			1,515			6,222		(2,974		)	9,093
Selling, Administrative and General Expense	717			123			1,055		(6		)	1,889
Rationalizations	10			—			71		1			82
Interest Expense	237			17			99		(42		)	311
Other (Income) Expense	(275		)	(15		)	55		122			(113		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	711			16			409		(18		)	1,118
United States and Foreign Taxes	271			5			91		2			369
Equity in Earnings of Subsidiaries	247			(40		)	—		(207		)	—
Net Income (Loss)	687			(29		)	318		(227		)	749
Less: Minority Shareholders’ Net Income (Loss)	—			—			62		—			62
Goodyear Net Income (Loss)	687			(29		)	256		(227		)	687
Less: Preferred Stock Dividends	—			—			—		—			—
Goodyear Net Income (Loss) available to Common Shareholders	$	687		$	(29	)	$	256	$	(227	)	$	687
Comprehensive Income (Loss)	$	620		$	4		$	113	$	(117	)	$	620
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			14		(14		)	—
Goodyear Comprehensive Income (Loss)	$	620		$	4		$	99	$	(103	)	$	620

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,864		$	1,927		$	9,361	$	(3,370	)	$	13,782
Cost of Goods Sold	4,808			1,734			7,461		(3,437		)	10,566
Selling, Administrative and General Expense	679			126			1,219		(6		)	2,018
Rationalizations	(1		)	—			81		—			80
Interest Expense	249			20			92		(46		)	315
Other (Income) Expense	(60		)	(10		)	170		142			242
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	189			57			338		(23		)	561
United States and Foreign Taxes	15			13			139		1			168
Equity in Earnings of Subsidiaries	149			37			—		(186		)	—
Net Income (Loss)	323			81			199		(210		)	393
Less: Minority Shareholders’ Net Income (Loss)	—			—			70		—			70
Goodyear Net Income (Loss)	323			81			129		(210		)	323
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	316		$	81		$	129	$	(210	)	$	316
Comprehensive Income (Loss)	$	352		$	96		$	153	$	(211	)	$	390
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			57		(19		)	38
Goodyear Comprehensive Income (Loss)	$	352		$	96		$	96	$	(192	)	$	352

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 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	$	326		$	1		$	332		$	(24	)	$	635
Cash Flows from Investing Activities:
Capital Expenditures	(252		)	(27		)	(382		)	5			(656		)
Asset Dispositions	1			—			12			—			13
Decrease (Increase) in Restricted Cash	—			—			(11		)	—			(11		)
Short Term Securities Acquired	—			—			(50		)	—			(50		)
Short Term Securities Redeemed	—			—			25			—			25
Capital Contributions and Loans Incurred	(70		)	—			(90		)	160			—
Capital Redemptions and Loans Paid	12			—			40			(52		)	—
Other Transactions	—			—			5			—			5
Total Cash Flows from Investing Activities	(309		)	(27		)	(451		)	113			(674		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	47			—			72			(47		)	72
Short Term Debt and Overdrafts Paid	—			(8		)	(98		)	47			(59		)
Long Term Debt Incurred	455			—			810			—			1,265
Long Term Debt Paid	(659		)	—			(810		)	—			(1,469		)
Common Stock Issued	33			—			—			—			33
Common Stock Repurchased	(82		)	—			—			—			(82		)
Common Stock Dividends Paid	(49		)	—			—			—			(49		)
Capital Contributions and Loans Incurred	90			12			58			(160		)	—
Capital Redemptions and Loans Paid	(40		)	(12		)	—			52			—
Intercompany Dividends Paid	—			—			(19		)	19			—
Transactions with Minority Interests in Subsidiaries	—			—			(5		)	—			(5		)
Debt Related Costs and Other Transactions	(3		)	—			(9		)	—			(12		)
Total Cash Flows from Financing Activities	(208		)	(8		)	(1		)	(89		)	(306		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(10		)	(92		)	—			(102		)
Net Change in Cash and Cash Equivalents	(191		)	(44		)	(212		)	—			(447		)
Cash and Cash Equivalents at Beginning of the Period	674			89			1,398			—			2,161
Less: Cash Held for Sale	—			—			(24		)	—			(24		)
Cash and Cash Equivalents at End of the Period	$	483		$	45		$	1,162		$	—		$	1,690

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 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	$	(957	)	$	(11	)	$	71		$	(42	)	$	(939	)
Cash Flows from Investing Activities:
Capital Expenditures	(203		)	(14		)	(420		)	3			(634		)
Asset Dispositions	2			1			3			—			6
Decrease in Restricted Cash	—			—			6			—			6
Short Term Securities Acquired	—			—			(72		)	—			(72		)
Short Term Securities Redeemed	—			—			82			—			82
Capital Contributions and Loans Incurred	(211		)	—			(452		)	663			—
Capital Redemptions and Loans Paid	459			—			244			(703		)	—
Other Transactions	1			—			6			—			7
Total Cash Flows from Investing Activities	48			(13		)	(603		)	(37		)	(605		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	23			—			52			(23		)	52
Short Term Debt and Overdrafts Paid	—			(6		)	(41		)	23			(24		)
Long Term Debt Incurred	501			—			1,238			—			1,739
Long Term Debt Paid	(507		)	—			(547		)	—			(1,054		)
Common Stock Issued	41			—			—			—			41
Common Stock Repurchased	(97		)	—			—			—			(97		)
Common Stock Dividends Paid	(43		)	—			—			—			(43		)
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	452			—			211			(663		)	—
Capital Redemptions and Loans Paid	(244		)	—			(459		)	703			—
Intercompany Dividends Paid	—			—			(39		)	39			—
Transactions with Minority Interests in Subsidiaries	—			—			(36		)	—			(36		)
Total Cash Flows from Financing Activities	111			(6		)	379			79			563
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(3		)	(268		)	—			(271		)
Net Change in Cash and Cash Equivalents	(798		)	(33		)	(421		)	—			(1,252		)
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	$	471		$	61		$	1,212		$	—		$	1,744