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|
Ohio
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
34-0253240
(I.R.S. Employer
Identification No.)
|
|
|
|
200 Innovation Way, Akron, Ohio
(Address of Principal Executive Offices)
|
|
44316-0001
(Zip Code)
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Number of Shares of Common Stock,
Without Par Value, Outstanding at June 30, 2016: |
|
262,448,046
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Sales
|
$
|
3,879
|
|
|
$
|
4,172
|
|
|
$
|
7,570
|
|
|
$
|
8,196
|
|
Cost of Goods Sold
|
2,813
|
|
|
3,027
|
|
|
5,514
|
|
|
6,093
|
|
||||
Selling, Administrative and General Expense
|
593
|
|
|
648
|
|
|
1,208
|
|
|
1,256
|
|
||||
Rationalizations (Note 2)
|
48
|
|
|
46
|
|
|
59
|
|
|
62
|
|
||||
Interest Expense
|
104
|
|
|
110
|
|
|
195
|
|
|
217
|
|
||||
Other (Income) Expense (Note 3)
|
20
|
|
|
13
|
|
|
26
|
|
|
(119
|
)
|
||||
Income before Income Taxes
|
301
|
|
|
328
|
|
|
568
|
|
|
687
|
|
||||
United States and Foreign Taxes (Note 4)
|
93
|
|
|
120
|
|
|
171
|
|
|
243
|
|
||||
Net Income
|
208
|
|
|
208
|
|
|
397
|
|
|
444
|
|
||||
Less: Minority Shareholders’ Net Income
|
6
|
|
|
16
|
|
|
11
|
|
|
28
|
|
||||
Goodyear Net Income
|
$
|
202
|
|
|
$
|
192
|
|
|
$
|
386
|
|
|
$
|
416
|
|
Goodyear Net Income — Per Share of Common Stock
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.76
|
|
|
$
|
0.71
|
|
|
$
|
1.45
|
|
|
$
|
1.54
|
|
Weighted Average Shares Outstanding (Note 5)
|
264
|
|
|
270
|
|
|
266
|
|
|
270
|
|
||||
Diluted
|
$
|
0.75
|
|
|
$
|
0.70
|
|
|
$
|
1.43
|
|
|
$
|
1.52
|
|
Weighted Average Shares Outstanding (Note 5)
|
268
|
|
|
274
|
|
|
269
|
|
|
274
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash Dividends Declared Per Common Share
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income
|
$
|
208
|
|
|
$
|
208
|
|
|
$
|
397
|
|
|
$
|
444
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation, net of tax of ($3) and $14 in 2016 ($10 and ($24) in 2015)
|
(53
|
)
|
|
23
|
|
|
7
|
|
|
(105
|
)
|
||||
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2016 ($0 and $0 in 2015)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $8 and $16 in 2016 ($9 and $18 in 2015)
|
16
|
|
|
18
|
|
|
32
|
|
|
37
|
|
||||
Decrease in net actuarial losses, net of tax of $1 and $0 in 2016 ($11 and $11 in 2015)
|
1
|
|
|
24
|
|
|
1
|
|
|
24
|
|
||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 and $0 in 2016 ($0 and $0 in 2015)
|
15
|
|
|
2
|
|
|
15
|
|
|
2
|
|
||||
Deferred derivative gains (losses), net of tax of $1 and $0 in 2016 ($0 and $2 in 2015)
|
9
|
|
|
(3
|
)
|
|
3
|
|
|
10
|
|
||||
Reclassification adjustment for amounts recognized in income, net of tax of ($1) and ($2) in 2016 (($1) and ($2) in 2015)
|
(5
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
(13
|
)
|
||||
Unrealized investment gains (losses), net of tax of $0 and $0 in 2016 (($3) and $1 in 2015)
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
1
|
|
||||
Other Comprehensive Income (Loss)
|
(17
|
)
|
|
50
|
|
|
50
|
|
|
(43
|
)
|
||||
Comprehensive Income
|
191
|
|
|
258
|
|
|
447
|
|
|
401
|
|
||||
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
1
|
|
|
35
|
|
|
13
|
|
|
(15
|
)
|
||||
Goodyear Comprehensive Income
|
$
|
190
|
|
|
$
|
223
|
|
|
$
|
434
|
|
|
$
|
416
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,138
|
|
|
$
|
1,476
|
|
Accounts Receivable, less Allowance — $110 ($105 in 2015)
|
2,475
|
|
|
2,033
|
|
||
Inventories:
|
|
|
|
||||
Raw Materials
|
445
|
|
|
419
|
|
||
Work in Process
|
141
|
|
|
138
|
|
||
Finished Products
|
2,100
|
|
|
1,907
|
|
||
|
2,686
|
|
|
2,464
|
|
||
Prepaid Expenses and Other Current Assets
|
169
|
|
|
153
|
|
||
Total Current Assets
|
6,468
|
|
|
6,126
|
|
||
Goodwill
|
560
|
|
|
555
|
|
||
Intangible Assets
|
138
|
|
|
138
|
|
||
Deferred Income Taxes (Note 4)
|
2,028
|
|
|
2,141
|
|
||
Other Assets
|
706
|
|
|
654
|
|
||
Property, Plant and Equipment, less Accumulated Depreciation — $9,042 ($8,637 in 2015)
|
6,960
|
|
|
6,777
|
|
||
Total Assets
|
$
|
16,860
|
|
|
$
|
16,391
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable-Trade
|
$
|
2,643
|
|
|
$
|
2,769
|
|
Compensation and Benefits (Notes 9 and 10)
|
605
|
|
|
666
|
|
||
Other Current Liabilities
|
855
|
|
|
886
|
|
||
Notes Payable and Overdrafts (Note 7)
|
145
|
|
|
49
|
|
||
Long Term Debt and Capital Leases due Within One Year (Note 7)
|
346
|
|
|
585
|
|
||
Total Current Liabilities
|
4,594
|
|
|
4,955
|
|
||
Long Term Debt and Capital Leases (Note 7)
|
5,745
|
|
|
5,074
|
|
||
Compensation and Benefits (Notes 9 and 10)
|
1,393
|
|
|
1,468
|
|
||
Deferred Income Taxes (Note 4)
|
90
|
|
|
91
|
|
||
Other Long Term Liabilities
|
630
|
|
|
661
|
|
||
Total Liabilities
|
12,452
|
|
|
12,249
|
|
||
Commitments and Contingent Liabilities (Note 11)
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
|
|
||
Goodyear Shareholders’ Equity:
|
|
|
|
||||
Common Stock, no par value:
|
|
|
|
|
|
||
Authorized, 450 million shares, Outstanding shares — 262 million (267 million in 2015) after deducting 16 million treasury shares (11 million in 2015)
|
262
|
|
|
267
|
|
||
Capital Surplus
|
2,964
|
|
|
3,093
|
|
||
Retained Earnings
|
4,918
|
|
|
4,570
|
|
||
Accumulated Other Comprehensive Loss
|
(3,962
|
)
|
|
(4,010
|
)
|
||
Goodyear Shareholders’ Equity
|
4,182
|
|
|
3,920
|
|
||
Minority Shareholders’ Equity — Nonredeemable
|
226
|
|
|
222
|
|
||
Total Shareholders’ Equity
|
4,408
|
|
|
4,142
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
16,860
|
|
|
$
|
16,391
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
397
|
|
|
$
|
444
|
|
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
|
|
|
|
||||
Depreciation and Amortization
|
355
|
|
|
349
|
|
||
Amortization and Write-Off of Debt Issuance Costs
|
20
|
|
|
5
|
|
||
Provision for Deferred Income Taxes
|
87
|
|
|
171
|
|
||
Net Pension Curtailments and Settlements
|
14
|
|
|
2
|
|
||
Net Rationalization Charges (Note 2)
|
59
|
|
|
62
|
|
||
Rationalization Payments
|
(52
|
)
|
|
(86
|
)
|
||
Net Gains on Asset Sales (Note 3)
|
(1
|
)
|
|
(1
|
)
|
||
Pension Contributions and Direct Payments
|
(48
|
)
|
|
(51
|
)
|
||
Gain on Recognition of Deferred Royalty Income (Note 3)
|
—
|
|
|
(155
|
)
|
||
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
|
|
|
|
||||
Accounts Receivable
|
(417
|
)
|
|
(439
|
)
|
||
Inventories
|
(176
|
)
|
|
(13
|
)
|
||
Accounts Payable — Trade
|
(93
|
)
|
|
(25
|
)
|
||
Compensation and Benefits
|
(104
|
)
|
|
(46
|
)
|
||
Other Current Liabilities
|
(68
|
)
|
|
(18
|
)
|
||
Other Assets and Liabilities
|
(93
|
)
|
|
75
|
|
||
Total Cash Flows from Operating Activities
|
(120
|
)
|
|
274
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital Expenditures
|
(466
|
)
|
|
(448
|
)
|
||
Asset Dispositions (Note 3)
|
1
|
|
|
8
|
|
||
Decrease (Increase) in Restricted Cash
|
11
|
|
|
(6
|
)
|
||
Short Term Securities Acquired
|
(34
|
)
|
|
(49
|
)
|
||
Short Term Securities Redeemed
|
23
|
|
|
21
|
|
||
Other Transactions
|
—
|
|
|
5
|
|
||
Total Cash Flows from Investing Activities
|
(465
|
)
|
|
(469
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Short Term Debt and Overdrafts Incurred
|
124
|
|
|
49
|
|
||
Short Term Debt and Overdrafts Paid
|
(36
|
)
|
|
(43
|
)
|
||
Long Term Debt Incurred
|
3,283
|
|
|
1,116
|
|
||
Long Term Debt Paid
|
(2,931
|
)
|
|
(1,312
|
)
|
||
Common Stock Issued
|
3
|
|
|
18
|
|
||
Common Stock Repurchased (Note 12)
|
(150
|
)
|
|
(52
|
)
|
||
Common Stock Dividends Paid (Note 12)
|
(38
|
)
|
|
(32
|
)
|
||
Transactions with Minority Interests in Subsidiaries
|
(7
|
)
|
|
(1
|
)
|
||
Debt Related Costs and Other Transactions
|
(23
|
)
|
|
(10
|
)
|
||
Total Cash Flows from Financing Activities
|
225
|
|
|
(267
|
)
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
22
|
|
|
(61
|
)
|
||
Net Change in Cash and Cash Equivalents
|
(338
|
)
|
|
(523
|
)
|
||
Cash and Cash Equivalents at Beginning of the Period
|
1,476
|
|
|
2,161
|
|
||
Cash and Cash Equivalents at End of the Period
|
$
|
1,138
|
|
|
$
|
1,638
|
|
|
|
|
Other Exit and
|
|
|
||||||
(In millions)
|
Associate-
|
|
Non-cancelable
|
|
|
||||||
|
Related Costs
|
|
Lease Costs
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
96
|
|
|
$
|
7
|
|
|
$
|
103
|
|
2016 Charges
|
55
|
|
|
7
|
|
|
62
|
|
|||
Reversed to the Statements of Operations
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Incurred, Net of Foreign Currency Translation of $1 million and $0 million, respectively
|
(36
|
)
|
|
(9
|
)
|
|
(45
|
)
|
|||
Balance at June 30, 2016
|
$
|
113
|
|
|
$
|
5
|
|
|
$
|
118
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current Year Plans
|
|
|
|
|
|
|
|
|
||||||||
Associate Severance and Other Related Costs
|
|
$
|
43
|
|
|
$
|
35
|
|
|
$
|
43
|
|
|
$
|
35
|
|
Other Exit and Non-Cancelable Lease Costs
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Current Year Plans - Net Charges
|
|
$
|
43
|
|
|
$
|
36
|
|
|
$
|
43
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior Year Plans
|
|
|
|
|
|
|
|
|
||||||||
Associate Severance and Other Related Costs
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
10
|
|
|
$
|
16
|
|
Pension Curtailment Gain
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Other Exit and Non-Cancelable Lease Costs
|
|
—
|
|
|
5
|
|
|
7
|
|
|
11
|
|
||||
Prior Year Plans - Net Charges
|
|
5
|
|
|
10
|
|
|
16
|
|
|
26
|
|
||||
Total Net Charges
|
|
$
|
48
|
|
|
$
|
46
|
|
|
$
|
59
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
|
||||||||
Asset Write-off and Accelerated Depreciation Charges
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Financing fees and financial instruments
|
$
|
52
|
|
|
$
|
11
|
|
|
$
|
68
|
|
|
$
|
23
|
|
General and product liability expense (income) — discontinued products
|
(14
|
)
|
|
4
|
|
|
(16
|
)
|
|
9
|
|
||||
Royalty income
|
(10
|
)
|
|
(10
|
)
|
|
(14
|
)
|
|
(175
|
)
|
||||
Interest income
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(9
|
)
|
||||
Net foreign currency exchange (gains) losses
|
(1
|
)
|
|
13
|
|
|
(3
|
)
|
|
29
|
|
||||
Net gains on asset sales
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Miscellaneous (income) expense
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
20
|
|
|
$
|
13
|
|
|
$
|
26
|
|
|
$
|
(119
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings per share — basic:
|
|
|
|
|
|
|
|
||||||||
Goodyear net income available to common shareholders
|
$
|
202
|
|
|
$
|
192
|
|
|
$
|
386
|
|
|
$
|
416
|
|
Weighted average shares outstanding
|
264
|
|
|
270
|
|
|
266
|
|
|
270
|
|
||||
Earnings per common share — basic
|
$
|
0.76
|
|
|
$
|
0.71
|
|
|
$
|
1.45
|
|
|
$
|
1.54
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share — diluted:
|
|
|
|
|
|
|
|
||||||||
Goodyear net income available to common shareholders
|
$
|
202
|
|
|
$
|
192
|
|
|
$
|
386
|
|
|
$
|
416
|
|
Weighted average shares outstanding
|
264
|
|
|
270
|
|
|
266
|
|
|
270
|
|
||||
Dilutive effect of stock options and other dilutive securities
|
4
|
|
|
4
|
|
|
3
|
|
|
4
|
|
||||
Weighted average shares outstanding — diluted
|
268
|
|
|
274
|
|
|
269
|
|
|
274
|
|
||||
Earnings per common share — diluted
|
$
|
0.75
|
|
|
$
|
0.70
|
|
|
$
|
1.43
|
|
|
$
|
1.52
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
2,090
|
|
|
$
|
2,416
|
|
|
$
|
4,041
|
|
|
$
|
4,659
|
|
Europe, Middle East and Africa
|
1,261
|
|
|
1,265
|
|
|
2,512
|
|
|
2,596
|
|
||||
Asia Pacific
|
528
|
|
|
491
|
|
|
1,017
|
|
|
941
|
|
||||
Net Sales
|
$
|
3,879
|
|
|
$
|
4,172
|
|
|
$
|
7,570
|
|
|
$
|
8,196
|
|
Segment Operating Income:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
291
|
|
|
$
|
358
|
|
|
$
|
551
|
|
|
$
|
606
|
|
Europe, Middle East and Africa
|
148
|
|
|
108
|
|
|
228
|
|
|
181
|
|
||||
Asia Pacific
|
92
|
|
|
84
|
|
|
171
|
|
|
151
|
|
||||
Total Segment Operating Income
|
$
|
531
|
|
|
$
|
550
|
|
|
$
|
950
|
|
|
$
|
938
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Rationalizations
|
48
|
|
|
46
|
|
|
59
|
|
|
62
|
|
||||
Interest expense
|
104
|
|
|
110
|
|
|
195
|
|
|
217
|
|
||||
Other (income) expense (Note 3)
|
20
|
|
|
13
|
|
|
26
|
|
|
(119
|
)
|
||||
Asset write-offs and accelerated depreciation
|
5
|
|
|
—
|
|
|
7
|
|
|
2
|
|
||||
Corporate incentive compensation plans
|
14
|
|
|
22
|
|
|
40
|
|
|
35
|
|
||||
Pension curtailments/settlements
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Intercompany profit elimination
|
3
|
|
|
10
|
|
|
5
|
|
|
14
|
|
||||
Retained expenses of divested operations
|
5
|
|
|
2
|
|
|
10
|
|
|
4
|
|
||||
Other
|
17
|
|
|
19
|
|
|
26
|
|
|
36
|
|
||||
Income before Income Taxes
|
$
|
301
|
|
|
$
|
328
|
|
|
$
|
568
|
|
|
$
|
687
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Rationalizations:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Europe, Middle East and Africa
|
45
|
|
|
39
|
|
|
53
|
|
|
54
|
|
||||
Asia Pacific
|
1
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||
Total Segment Rationalizations
|
$
|
47
|
|
|
$
|
46
|
|
|
$
|
58
|
|
|
$
|
62
|
|
Corporate
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
$
|
48
|
|
|
$
|
46
|
|
|
$
|
59
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
||||||||
Net (Gains) Losses on Asset Sales:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Europe, Middle East and Africa
|
—
|
|
|
3
|
|
|
—
|
|
|
5
|
|
||||
Asia Pacific
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(6
|
)
|
||||
Total Segment Asset Sales
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Corporate
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Asset Write-offs and Accelerated Depreciation:
|
|
|
|
|
|
|
|
||||||||
Europe, Middle East and Africa
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
2
|
|
Total Segment Asset Write-offs and Accelerated Depreciation
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
Notes payable and overdrafts
|
$
|
145
|
|
|
$
|
49
|
|
Weighted average interest rate
|
11.99
|
%
|
|
9.42
|
%
|
||
Long term debt and capital leases due within one year
|
|
|
|
||||
Other domestic and foreign debt (including capital leases)
(1)
|
$
|
346
|
|
|
$
|
587
|
|
Unamortized deferred financing fees
|
—
|
|
|
(2
|
)
|
||
Total long term debt and capital leases due within one year
|
$
|
346
|
|
|
$
|
585
|
|
Weighted average interest rate
|
8.45
|
%
|
|
6.68
|
%
|
||
Total obligations due within one year
|
$
|
491
|
|
|
$
|
634
|
|
(1)
|
The decrease in long term debt and capital leases due within one year was due primarily to the redemption of the
€250 million
6.75% senior notes due 2019 in January 2016
. The notes were classified as current at December 31, 2015 in connection with the irrevocable call for their redemption issued in December 2015.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||
|
|
|
Interest
|
|
|
|
Interest
|
||||||
(In millions)
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
Notes:
|
|
|
|
|
|
|
|
||||||
6.75% Euro Notes due 2019
|
$
|
—
|
|
|
|
|
$
|
272
|
|
|
|
||
8.75% due 2020
|
272
|
|
|
|
|
271
|
|
|
|
||||
6.5% due 2021
|
—
|
|
|
|
|
900
|
|
|
|
||||
7% due 2022
|
700
|
|
|
|
|
700
|
|
|
|
||||
5.125% due 2023
|
1,000
|
|
|
|
|
1,000
|
|
|
|
||||
3.75% Euro Notes due 2023
|
278
|
|
|
|
|
272
|
|
|
|
||||
5% due 2026
|
900
|
|
|
|
|
—
|
|
|
|
||||
7% due 2028
|
150
|
|
|
|
|
150
|
|
|
|
||||
Credit Facilities:
|
|
|
|
|
|
|
|
||||||
$2.0 billion first lien revolving credit facility due 2021
|
530
|
|
|
1.68
|
%
|
|
—
|
|
|
—
|
|
||
Second lien term loan facility due 2019
|
598
|
|
|
3.75
|
%
|
|
598
|
|
|
3.75
|
%
|
||
€550 million revolving credit facility due 2020
|
67
|
|
|
1.75
|
%
|
|
—
|
|
|
—
|
|
||
Pan-European accounts receivable facility
|
266
|
|
|
1.01
|
%
|
|
125
|
|
|
1.35
|
%
|
||
Chinese credit facilities
|
388
|
|
|
4.63
|
%
|
|
465
|
|
|
5.22
|
%
|
||
Other foreign and domestic debt
(1)
|
944
|
|
|
9.59
|
%
|
|
906
|
|
|
9.42
|
%
|
||
Unamortized deferred financing fees
|
(46
|
)
|
|
|
|
(48
|
)
|
|
|
||||
|
6,047
|
|
|
|
|
5,611
|
|
|
|
||||
Capital lease obligations
|
44
|
|
|
|
|
48
|
|
|
|
||||
|
6,091
|
|
|
|
|
5,659
|
|
|
|
||||
Less portion due within one year
|
(346
|
)
|
|
|
|
(585
|
)
|
|
|
||||
|
$
|
5,745
|
|
|
|
|
$
|
5,074
|
|
|
|
(1)
|
Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions and domestic debt related to our Global and Americas Headquarters.
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
Fair Values — asset (liability):
|
|
|
|
||||
Accounts receivable
|
$
|
14
|
|
|
$
|
10
|
|
Other current liabilities
|
(7
|
)
|
|
(10
|
)
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
Fair Values — asset (liability):
|
|
|
|
||||
Accounts receivable
|
$
|
2
|
|
|
$
|
5
|
|
Other current liabilities
|
(2
|
)
|
|
(1
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions) (Income) Expense
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
(12
|
)
|
Amount of deferred (gain) loss reclassified from AOCL into CGS
|
(1
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(15
|
)
|
||||
Amounts excluded from effectiveness testing
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
Total Carrying Value in the
Consolidated
Balance Sheet
|
|
Quoted Prices in Active Markets for Identical
Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
16
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||||
Total Assets at Fair Value
|
$
|
25
|
|
|
$
|
22
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign Exchange Contracts
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Liabilities at Fair Value
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
Fixed Rate Debt:
|
|
|
|
||||
Carrying amount — liability
|
$
|
3,541
|
|
|
$
|
3,844
|
|
Fair value — liability
|
3,672
|
|
|
4,018
|
|
||
|
|
|
|
||||
Variable Rate Debt:
|
|
|
|
||||
Carrying amount — liability
|
$
|
2,506
|
|
|
$
|
1,767
|
|
Fair value — liability
|
2,494
|
|
|
1,765
|
|
|
U.S.
|
|
U.S.
|
||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost — benefits earned during the period
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost on projected benefit obligation
|
40
|
|
|
60
|
|
|
82
|
|
|
121
|
|
||||
Expected return on plan assets
|
(63
|
)
|
|
(75
|
)
|
|
(127
|
)
|
|
(150
|
)
|
||||
Amortization of net losses
|
27
|
|
|
26
|
|
|
54
|
|
|
54
|
|
||||
Net periodic pension cost
|
$
|
5
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
27
|
|
|
Non-U.S.
|
|
Non-U.S.
|
||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost — benefits earned during the period
|
$
|
8
|
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
22
|
|
Interest cost on projected benefit obligation
|
21
|
|
|
28
|
|
|
41
|
|
|
57
|
|
||||
Expected return on plan assets
|
(24
|
)
|
|
(27
|
)
|
|
(46
|
)
|
|
(53
|
)
|
||||
Amortization of net losses
|
7
|
|
|
10
|
|
|
14
|
|
|
19
|
|
||||
Net periodic pension cost
|
12
|
|
|
24
|
|
|
24
|
|
|
45
|
|
||||
Net curtailments/settlements/termination benefits
|
13
|
|
|
1
|
|
|
13
|
|
|
1
|
|
||||
Total defined benefit pension cost
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
37
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Year Ended
|
||||
(Dollars in millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Pending claims, beginning of period
|
67,400
|
|
|
73,800
|
|
||
New claims filed
|
1,100
|
|
|
1,900
|
|
||
Claims settled/dismissed
|
(3,600
|
)
|
|
(8,300
|
)
|
||
Pending claims, end of period
|
64,900
|
|
|
67,400
|
|
||
Payments
(1)
|
$
|
12
|
|
|
$
|
19
|
|
(1)
|
Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||||||||||
(In millions)
|
Goodyear
Shareholders’ Equity
|
|
Minority
Shareholders’
Equity – Nonredeemable
|
|
Total
Shareholders’ Equity
|
|
Goodyear
Shareholders’ Equity
|
|
Minority
Shareholders’
Equity – Nonredeemable
|
|
Total
Shareholders’ Equity
|
||||||||||||
Balance at beginning of period
|
$
|
3,920
|
|
|
$
|
222
|
|
|
$
|
4,142
|
|
|
$
|
3,610
|
|
|
$
|
235
|
|
|
$
|
3,845
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
386
|
|
|
11
|
|
|
397
|
|
|
416
|
|
|
12
|
|
|
428
|
|
||||||
Foreign currency translation, net of tax of $14 in 2016 (($24) in 2015)
|
5
|
|
|
2
|
|
|
7
|
|
|
(59
|
)
|
|
(14
|
)
|
|
(73
|
)
|
||||||
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2016 ($0 in 2015)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $16 in 2016 ($18 in 2015)
|
32
|
|
|
—
|
|
|
32
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||||
Decrease (increase) in net actuarial losses, net of tax of $0 in 2016 ($11 in 2015)
|
1
|
|
|
—
|
|
|
1
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 in 2016 ($0 in 2015)
|
15
|
|
|
—
|
|
|
15
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Deferred derivative gains (losses), net of tax of $0 in 2016 ($2 in 2015)
|
3
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Reclassification adjustment for amounts recognized in income, net of tax of ($2) in 2016 (($2) in 2015)
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Unrealized investment gains (losses), net of tax of $0 in 2016 ($1 in 2015)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Other comprehensive income (loss)
|
48
|
|
|
2
|
|
|
50
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||||
Total comprehensive income (loss)
|
434
|
|
|
13
|
|
|
447
|
|
|
416
|
|
|
(2
|
)
|
|
414
|
|
||||||
Dividends declared to minority shareholders
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Stock-based compensation plans (Note 10)
|
13
|
|
|
—
|
|
|
13
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Repurchase of common stock (Note 12)
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
||||||
Dividends declared (Note 12)
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Common stock issued from treasury
|
3
|
|
|
—
|
|
|
3
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Balance at end of period
|
$
|
4,182
|
|
|
$
|
226
|
|
|
$
|
4,408
|
|
|
$
|
3,970
|
|
|
$
|
226
|
|
|
$
|
4,196
|
|
|
Three Months Ended
|
Six Months Ended
|
||||
|
June 30,
|
June 30,
|
||||
(In millions)
|
2015
|
2015
|
||||
Balance at beginning of period
|
$
|
539
|
|
$
|
582
|
|
Comprehensive income (loss):
|
|
|
||||
Net income
|
7
|
|
16
|
|
||
Foreign currency translation, net of tax of $0 and $0 in 2015
|
23
|
|
(32
|
)
|
||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2015
|
1
|
|
2
|
|
||
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 2015
|
2
|
|
2
|
|
||
Deferred derivative gains (losses), net of tax of $0 and $0 in 2015
|
(1
|
)
|
1
|
|
||
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2015
|
(2
|
)
|
(2
|
)
|
||
Other comprehensive income (loss)
|
23
|
|
(29
|
)
|
||
Total comprehensive income (loss)
|
30
|
|
(13
|
)
|
||
Balance at end of period
|
$
|
569
|
|
$
|
569
|
|
(In millions) Income (Loss)
|
Foreign Currency Translation Adjustment
|
|
Unrecognized Net Actuarial Losses and Prior Service Costs
|
|
Deferred Derivative Gains (Losses)
|
|
Unrealized Investment Gains
|
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(946
|
)
|
|
$
|
(3,071
|
)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(4,010
|
)
|
Other comprehensive income (loss) before reclassifications
|
5
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
47
|
|
|
(8
|
)
|
|
—
|
|
|
39
|
|
|||||
Balance at June 30, 2016
|
$
|
(941
|
)
|
|
$
|
(3,023
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(3,962
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrecognized Net Actuarial Losses and Prior Service Costs
|
|
Deferred Derivative Gains (Losses)
|
|
Unrealized Investment Gains
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
(894
|
)
|
|
$
|
(3,285
|
)
|
|
$
|
12
|
|
|
$
|
36
|
|
|
$
|
(4,131
|
)
|
Other comprehensive income (loss) before reclassifications
|
(59
|
)
|
|
22
|
|
|
9
|
|
|
1
|
|
|
(27
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
1
|
|
|
37
|
|
|
(11
|
)
|
|
—
|
|
|
27
|
|
|||||
Balance at June 30, 2015
|
$
|
(952
|
)
|
|
$
|
(3,226
|
)
|
|
$
|
10
|
|
|
$
|
37
|
|
|
$
|
(4,131
|
)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
||||||||||||
(In millions) (Income) Expense
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
||||||||
Component of AOCL
|
|
Amount Reclassified from AOCL
|
|
Amount Reclassified from AOCL
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||||||||||
Foreign Currency Translation Adjustment, before tax
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Other (Income) Expense
|
Tax effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
United States and Foreign Taxes
|
||||
Minority interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Minority Shareholders' Net Income
|
||||
Net of tax
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Goodyear Net Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost and unrecognized gains and losses
|
|
$
|
24
|
|
|
$
|
27
|
|
|
$
|
48
|
|
|
$
|
55
|
|
|
Total Benefit Cost
|
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures
|
|
15
|
|
|
2
|
|
|
15
|
|
|
2
|
|
|
Total Benefit Cost
|
||||
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax
|
|
$
|
39
|
|
|
$
|
29
|
|
|
$
|
63
|
|
|
$
|
57
|
|
|
|
Tax effect
|
|
(8
|
)
|
|
(9
|
)
|
|
(16
|
)
|
|
(18
|
)
|
|
United States and Foreign Taxes
|
||||
Minority interest
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
Minority Shareholders' Net Income
|
||||
Net of tax
|
|
$
|
31
|
|
|
$
|
19
|
|
|
$
|
47
|
|
|
$
|
37
|
|
|
Goodyear Net Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred Derivative (Gains) Losses, before tax
|
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
$
|
(10
|
)
|
|
$
|
(15
|
)
|
|
Cost of Goods Sold
|
Tax effect
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
United States and Foreign Taxes
|
||||
Minority interest
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Minority Shareholders' Net Income
|
||||
Net of tax
|
|
$
|
(5
|
)
|
|
$
|
(7
|
)
|
|
$
|
(8
|
)
|
|
$
|
(11
|
)
|
|
Goodyear Net Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications
|
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
39
|
|
|
$
|
27
|
|
|
Goodyear Net Income
|
(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.
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
June 30, 2016
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
275
|
|
|
$
|
55
|
|
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
1,138
|
|
Accounts Receivable, net
|
805
|
|
|
177
|
|
|
1,493
|
|
|
—
|
|
|
2,475
|
|
|||||
Accounts Receivable From Affiliates
|
—
|
|
|
494
|
|
|
—
|
|
|
(494
|
)
|
|
—
|
|
|||||
Inventories
|
1,360
|
|
|
144
|
|
|
1,229
|
|
|
(47
|
)
|
|
2,686
|
|
|||||
Prepaid Expenses and Other Current Assets
|
51
|
|
|
3
|
|
|
113
|
|
|
2
|
|
|
169
|
|
|||||
Total Current Assets
|
2,491
|
|
|
873
|
|
|
3,643
|
|
|
(539
|
)
|
|
6,468
|
|
|||||
Goodwill
|
—
|
|
|
24
|
|
|
412
|
|
|
124
|
|
|
560
|
|
|||||
Intangible Assets
|
118
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
138
|
|
|||||
Deferred Income Taxes
|
1,926
|
|
|
19
|
|
|
83
|
|
|
—
|
|
|
2,028
|
|
|||||
Other Assets
|
231
|
|
|
88
|
|
|
380
|
|
|
7
|
|
|
706
|
|
|||||
Investments in Subsidiaries
|
4,304
|
|
|
427
|
|
|
—
|
|
|
(4,731
|
)
|
|
—
|
|
|||||
Property, Plant and Equipment, net
|
2,375
|
|
|
249
|
|
|
4,363
|
|
|
(27
|
)
|
|
6,960
|
|
|||||
Total Assets
|
$
|
11,445
|
|
|
$
|
1,680
|
|
|
$
|
8,901
|
|
|
$
|
(5,166
|
)
|
|
$
|
16,860
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable-Trade
|
$
|
870
|
|
|
$
|
138
|
|
|
$
|
1,635
|
|
|
$
|
—
|
|
|
$
|
2,643
|
|
Accounts Payable to Affiliates
|
318
|
|
|
—
|
|
|
176
|
|
|
(494
|
)
|
|
—
|
|
|||||
Compensation and Benefits
|
326
|
|
|
29
|
|
|
250
|
|
|
—
|
|
|
605
|
|
|||||
Other Current Liabilities
|
294
|
|
|
18
|
|
|
551
|
|
|
(8
|
)
|
|
855
|
|
|||||
Notes Payable and Overdrafts
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|||||
Long Term Debt and Capital Leases Due Within One Year
|
6
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
346
|
|
|||||
Total Current Liabilities
|
1,814
|
|
|
185
|
|
|
3,097
|
|
|
(502
|
)
|
|
4,594
|
|
|||||
Long Term Debt and Capital Leases
|
4,324
|
|
|
—
|
|
|
1,421
|
|
|
—
|
|
|
5,745
|
|
|||||
Compensation and Benefits
|
642
|
|
|
96
|
|
|
655
|
|
|
—
|
|
|
1,393
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
1
|
|
|
89
|
|
|
—
|
|
|
90
|
|
|||||
Other Long Term Liabilities
|
483
|
|
|
11
|
|
|
136
|
|
|
—
|
|
|
630
|
|
|||||
Total Liabilities
|
7,263
|
|
|
293
|
|
|
5,398
|
|
|
(502
|
)
|
|
12,452
|
|
|||||
Commitments and Contingent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodyear Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|||||
Other Equity
|
3,920
|
|
|
1,387
|
|
|
3,277
|
|
|
(4,664
|
)
|
|
3,920
|
|
|||||
Goodyear Shareholders’ Equity
|
4,182
|
|
|
1,387
|
|
|
3,277
|
|
|
(4,664
|
)
|
|
4,182
|
|
|||||
Minority Shareholders’ Equity — Nonredeemable
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
226
|
|
|||||
Total Shareholders’ Equity
|
4,182
|
|
|
1,387
|
|
|
3,503
|
|
|
(4,664
|
)
|
|
4,408
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
11,445
|
|
|
$
|
1,680
|
|
|
$
|
8,901
|
|
|
$
|
(5,166
|
)
|
|
$
|
16,860
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 31, 2015
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
354
|
|
|
$
|
70
|
|
|
$
|
1,052
|
|
|
$
|
—
|
|
|
$
|
1,476
|
|
Accounts Receivable, net
|
814
|
|
|
136
|
|
|
1,083
|
|
|
—
|
|
|
2,033
|
|
|||||
Accounts Receivable From Affiliates
|
—
|
|
|
609
|
|
|
—
|
|
|
(609
|
)
|
|
—
|
|
|||||
Inventories
|
1,199
|
|
|
157
|
|
|
1,152
|
|
|
(44
|
)
|
|
2,464
|
|
|||||
Prepaid Expenses and Other Current Assets
|
42
|
|
|
3
|
|
|
105
|
|
|
3
|
|
|
153
|
|
|||||
Total Current Assets
|
2,409
|
|
|
975
|
|
|
3,392
|
|
|
(650
|
)
|
|
6,126
|
|
|||||
Goodwill
|
—
|
|
|
24
|
|
|
407
|
|
|
124
|
|
|
555
|
|
|||||
Intangible Assets
|
118
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
138
|
|
|||||
Deferred Income Taxes
|
2,049
|
|
|
19
|
|
|
73
|
|
|
—
|
|
|
2,141
|
|
|||||
Other Assets
|
216
|
|
|
81
|
|
|
350
|
|
|
7
|
|
|
654
|
|
|||||
Investments in Subsidiaries
|
4,088
|
|
|
383
|
|
|
—
|
|
|
(4,471
|
)
|
|
—
|
|
|||||
Property, Plant and Equipment, net
|
2,377
|
|
|
216
|
|
|
4,213
|
|
|
(29
|
)
|
|
6,777
|
|
|||||
Total Assets
|
$
|
11,257
|
|
|
$
|
1,698
|
|
|
$
|
8,455
|
|
|
$
|
(5,019
|
)
|
|
$
|
16,391
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable-Trade
|
$
|
1,002
|
|
|
$
|
189
|
|
|
$
|
1,578
|
|
|
$
|
—
|
|
|
$
|
2,769
|
|
Accounts Payable to Affiliates
|
540
|
|
|
—
|
|
|
69
|
|
|
(609
|
)
|
|
—
|
|
|||||
Compensation and Benefits
|
411
|
|
|
29
|
|
|
226
|
|
|
—
|
|
|
666
|
|
|||||
Other Current Liabilities
|
328
|
|
|
16
|
|
|
547
|
|
|
(5
|
)
|
|
886
|
|
|||||
Notes Payable and Overdrafts
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Long Term Debt and Capital Leases Due Within One Year
|
6
|
|
|
—
|
|
|
579
|
|
|
—
|
|
|
585
|
|
|||||
Total Current Liabilities
|
2,287
|
|
|
234
|
|
|
3,048
|
|
|
(614
|
)
|
|
4,955
|
|
|||||
Long Term Debt and Capital Leases
|
3,796
|
|
|
—
|
|
|
1,278
|
|
|
—
|
|
|
5,074
|
|
|||||
Compensation and Benefits
|
725
|
|
|
97
|
|
|
646
|
|
|
—
|
|
|
1,468
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
1
|
|
|
92
|
|
|
(2
|
)
|
|
91
|
|
|||||
Other Long Term Liabilities
|
529
|
|
|
15
|
|
|
119
|
|
|
(2
|
)
|
|
661
|
|
|||||
Total Liabilities
|
7,337
|
|
|
347
|
|
|
5,183
|
|
|
(618
|
)
|
|
12,249
|
|
|||||
Commitments and Contingent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodyear Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|||||
Other Equity
|
3,653
|
|
|
1,351
|
|
|
3,050
|
|
|
(4,401
|
)
|
|
3,653
|
|
|||||
Goodyear Shareholders’ Equity
|
3,920
|
|
|
1,351
|
|
|
3,050
|
|
|
(4,401
|
)
|
|
3,920
|
|
|||||
Minority Shareholders’ Equity — Nonredeemable
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
|||||
Total Shareholders’ Equity
|
3,920
|
|
|
1,351
|
|
|
3,272
|
|
|
(4,401
|
)
|
|
4,142
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
11,257
|
|
|
$
|
1,698
|
|
|
$
|
8,455
|
|
|
$
|
(5,019
|
)
|
|
$
|
16,391
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
1,788
|
|
|
$
|
476
|
|
|
$
|
2,025
|
|
|
$
|
(410
|
)
|
|
$
|
3,879
|
|
Cost of Goods Sold
|
1,328
|
|
|
430
|
|
|
1,475
|
|
|
(420
|
)
|
|
2,813
|
|
|||||
Selling, Administrative and General Expense
|
234
|
|
|
38
|
|
|
321
|
|
|
—
|
|
|
593
|
|
|||||
Rationalizations
|
3
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
48
|
|
|||||
Interest Expense
|
79
|
|
|
3
|
|
|
22
|
|
|
—
|
|
|
104
|
|
|||||
Other (Income) Expense
|
(1
|
)
|
|
—
|
|
|
7
|
|
|
14
|
|
|
20
|
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
145
|
|
|
5
|
|
|
155
|
|
|
(4
|
)
|
|
301
|
|
|||||
United States and Foreign Taxes
|
49
|
|
|
2
|
|
|
37
|
|
|
5
|
|
|
93
|
|
|||||
Equity in Earnings of Subsidiaries
|
106
|
|
|
1
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
202
|
|
|
4
|
|
|
118
|
|
|
(116
|
)
|
|
208
|
|
|||||
Less: Minority Shareholders’ Net Income
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
202
|
|
|
$
|
4
|
|
|
$
|
112
|
|
|
$
|
(116
|
)
|
|
$
|
202
|
|
Comprehensive Income (Loss)
|
$
|
190
|
|
|
$
|
(1
|
)
|
|
$
|
86
|
|
|
$
|
(84
|
)
|
|
$
|
191
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
190
|
|
|
$
|
(1
|
)
|
|
$
|
85
|
|
|
$
|
(84
|
)
|
|
$
|
190
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
1,974
|
|
|
$
|
568
|
|
|
$
|
2,640
|
|
|
$
|
(1,010
|
)
|
|
$
|
4,172
|
|
Cost of Goods Sold
|
1,466
|
|
|
520
|
|
|
2,056
|
|
|
(1,015
|
)
|
|
3,027
|
|
|||||
Selling, Administrative and General Expense
|
242
|
|
|
42
|
|
|
366
|
|
|
(2
|
)
|
|
648
|
|
|||||
Rationalizations
|
5
|
|
|
—
|
|
|
40
|
|
|
1
|
|
|
46
|
|
|||||
Interest Expense
|
83
|
|
|
6
|
|
|
37
|
|
|
(16
|
)
|
|
110
|
|
|||||
Other (Income) Expense
|
(36
|
)
|
|
(1
|
)
|
|
8
|
|
|
42
|
|
|
13
|
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
214
|
|
|
1
|
|
|
133
|
|
|
(20
|
)
|
|
328
|
|
|||||
United States and Foreign Taxes
|
85
|
|
|
2
|
|
|
35
|
|
|
(2
|
)
|
|
120
|
|
|||||
Equity in Earnings of Subsidiaries
|
63
|
|
|
(67
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Net Income (Loss)
|
192
|
|
|
(68
|
)
|
|
98
|
|
|
(14
|
)
|
|
208
|
|
|||||
Less: Minority Shareholders’ Net Income
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
192
|
|
|
$
|
(68
|
)
|
|
$
|
82
|
|
|
$
|
(14
|
)
|
|
$
|
192
|
|
Comprehensive Income (Loss)
|
$
|
223
|
|
|
$
|
(60
|
)
|
|
$
|
127
|
|
|
$
|
(32
|
)
|
|
$
|
258
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
28
|
|
|
7
|
|
|
35
|
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
223
|
|
|
$
|
(60
|
)
|
|
$
|
99
|
|
|
$
|
(39
|
)
|
|
$
|
223
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
3,472
|
|
|
$
|
910
|
|
|
$
|
3,989
|
|
|
$
|
(801
|
)
|
|
$
|
7,570
|
|
Cost of Goods Sold
|
2,561
|
|
|
823
|
|
|
2,960
|
|
|
(830
|
)
|
|
5,514
|
|
|||||
Selling, Administrative and General Expense
|
476
|
|
|
76
|
|
|
657
|
|
|
(1
|
)
|
|
1,208
|
|
|||||
Rationalizations
|
5
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
59
|
|
|||||
Interest Expense
|
147
|
|
|
6
|
|
|
53
|
|
|
(11
|
)
|
|
195
|
|
|||||
Other (Income) Expense
|
(5
|
)
|
|
1
|
|
|
(10
|
)
|
|
40
|
|
|
26
|
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
288
|
|
|
4
|
|
|
275
|
|
|
1
|
|
|
568
|
|
|||||
United States and Foreign Taxes
|
105
|
|
|
(1
|
)
|
|
63
|
|
|
4
|
|
|
171
|
|
|||||
Equity in Earnings of Subsidiaries
|
203
|
|
|
21
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
386
|
|
|
26
|
|
|
212
|
|
|
(227
|
)
|
|
397
|
|
|||||
Less: Minority Shareholders’ Net Income
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
386
|
|
|
$
|
26
|
|
|
$
|
201
|
|
|
$
|
(227
|
)
|
|
$
|
386
|
|
Comprehensive Income (Loss)
|
$
|
434
|
|
|
$
|
6
|
|
|
$
|
241
|
|
|
$
|
(234
|
)
|
|
$
|
447
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
434
|
|
|
$
|
6
|
|
|
$
|
228
|
|
|
$
|
(234
|
)
|
|
$
|
434
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
3,814
|
|
|
$
|
1,088
|
|
|
$
|
5,242
|
|
|
$
|
(1,948
|
)
|
|
$
|
8,196
|
|
Cost of Goods Sold
|
2,909
|
|
|
992
|
|
|
4,159
|
|
|
(1,967
|
)
|
|
6,093
|
|
|||||
Selling, Administrative and General Expense
|
468
|
|
|
82
|
|
|
710
|
|
|
(4
|
)
|
|
1,256
|
|
|||||
Rationalizations
|
5
|
|
|
—
|
|
|
56
|
|
|
1
|
|
|
62
|
|
|||||
Interest Expense
|
166
|
|
|
12
|
|
|
68
|
|
|
(29
|
)
|
|
217
|
|
|||||
Other (Income) Expense
|
(201
|
)
|
|
(16
|
)
|
|
19
|
|
|
79
|
|
|
(119
|
)
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
467
|
|
|
18
|
|
|
230
|
|
|
(28
|
)
|
|
687
|
|
|||||
United States and Foreign Taxes
|
172
|
|
|
7
|
|
|
65
|
|
|
(1
|
)
|
|
243
|
|
|||||
Equity in Earnings of Subsidiaries
|
121
|
|
|
(60
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
416
|
|
|
(49
|
)
|
|
165
|
|
|
(88
|
)
|
|
444
|
|
|||||
Less: Minority Shareholders’ Net Income
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
416
|
|
|
$
|
(49
|
)
|
|
$
|
137
|
|
|
$
|
(88
|
)
|
|
$
|
416
|
|
Comprehensive Income (Loss)
|
$
|
416
|
|
|
$
|
(26
|
)
|
|
$
|
65
|
|
|
$
|
(54
|
)
|
|
$
|
401
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(14
|
)
|
|
(15
|
)
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
416
|
|
|
$
|
(26
|
)
|
|
$
|
66
|
|
|
$
|
(40
|
)
|
|
$
|
416
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
(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
|
$
|
(243
|
)
|
|
$
|
(11
|
)
|
|
$
|
151
|
|
|
$
|
(17
|
)
|
|
$
|
(120
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
(185
|
)
|
|
(44
|
)
|
|
(239
|
)
|
|
2
|
|
|
(466
|
)
|
|||||
Asset Dispositions
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Decrease in Restricted Cash
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Short Term Securities Acquired
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||
Short Term Securities Redeemed
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
Capital Contributions and Loans Incurred
|
(93
|
)
|
|
—
|
|
|
(243
|
)
|
|
336
|
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
25
|
|
|
—
|
|
|
143
|
|
|
(168
|
)
|
|
—
|
|
|||||
Total Cash Flows from Investing Activities
|
(253
|
)
|
|
(44
|
)
|
|
(338
|
)
|
|
170
|
|
|
(465
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short Term Debt and Overdrafts Incurred
|
—
|
|
|
4
|
|
|
124
|
|
|
(4
|
)
|
|
124
|
|
|||||
Short Term Debt and Overdrafts Paid
|
(4
|
)
|
|
—
|
|
|
(36
|
)
|
|
4
|
|
|
(36
|
)
|
|||||
Long Term Debt Incurred
|
2,051
|
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
3,283
|
|
|||||
Long Term Debt Paid
|
(1,523
|
)
|
|
—
|
|
|
(1,408
|
)
|
|
—
|
|
|
(2,931
|
)
|
|||||
Common Stock Issued
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Common Stock Repurchased
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||||
Common Stock Dividends Paid
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||
Capital Contributions and Loans Incurred
|
243
|
|
|
59
|
|
|
34
|
|
|
(336
|
)
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
(143
|
)
|
|
(25
|
)
|
|
—
|
|
|
168
|
|
|
—
|
|
|||||
Intercompany Dividends Paid
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
15
|
|
|
—
|
|
|||||
Transactions with Minority Interests in Subsidiaries
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Debt Related Costs and Other Transactions
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Total Cash Flows from Financing Activities
|
417
|
|
|
38
|
|
|
(77
|
)
|
|
(153
|
)
|
|
225
|
|
|||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
|
2
|
|
|
20
|
|
|
—
|
|
|
22
|
|
|||||
Net Change in Cash and Cash Equivalents
|
(79
|
)
|
|
(15
|
)
|
|
(244
|
)
|
|
—
|
|
|
(338
|
)
|
|||||
Cash and Cash Equivalents at Beginning of the Period
|
354
|
|
|
70
|
|
|
1,052
|
|
|
—
|
|
|
1,476
|
|
|||||
Cash and Cash Equivalents at End of the Period
|
$
|
275
|
|
|
$
|
55
|
|
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
1,138
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Six Months Ended June 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
|
$
|
231
|
|
|
$
|
(14
|
)
|
|
$
|
75
|
|
|
$
|
(18
|
)
|
|
$
|
274
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
(184
|
)
|
|
(16
|
)
|
|
(251
|
)
|
|
3
|
|
|
(448
|
)
|
|||||
Asset Dispositions
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Increase in Restricted Cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Short Term Securities Acquired
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Short Term Securities Redeemed
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Capital Contributions and Loans Incurred
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|||||
Other Transactions
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total Cash Flows from Investing Activities
|
(196
|
)
|
|
(16
|
)
|
|
(272
|
)
|
|
15
|
|
|
(469
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short Term Debt and Overdrafts Incurred
|
43
|
|
|
5
|
|
|
49
|
|
|
(48
|
)
|
|
49
|
|
|||||
Short Term Debt and Overdrafts Paid
|
(5
|
)
|
|
—
|
|
|
(86
|
)
|
|
48
|
|
|
(43
|
)
|
|||||
Long Term Debt Incurred
|
455
|
|
|
—
|
|
|
661
|
|
|
—
|
|
|
1,116
|
|
|||||
Long Term Debt Paid
|
(658
|
)
|
|
—
|
|
|
(654
|
)
|
|
—
|
|
|
(1,312
|
)
|
|||||
Common Stock Issued
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Common Stock Repurchased
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Common Stock Dividends Paid
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Capital Contributions and Loans Incurred
|
—
|
|
|
12
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||||
Intercompany Dividends Paid
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
15
|
|
|
—
|
|
|||||
Transactions with Minority Interests in Subsidiaries
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Debt Related Costs and Other Transactions
|
(1
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Total Cash Flows from Financing Activities
|
(232
|
)
|
|
17
|
|
|
(55
|
)
|
|
3
|
|
|
(267
|
)
|
|||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
|
(6
|
)
|
|
(55
|
)
|
|
—
|
|
|
(61
|
)
|
|||||
Net Change in Cash and Cash Equivalents
|
(197
|
)
|
|
(19
|
)
|
|
(307
|
)
|
|
—
|
|
|
(523
|
)
|
|||||
Cash and Cash Equivalents at Beginning of the Period
|
674
|
|
|
89
|
|
|
1,398
|
|
|
—
|
|
|
2,161
|
|
|||||
Cash and Cash Equivalents at End of the Period
|
$
|
477
|
|
|
$
|
70
|
|
|
$
|
1,091
|
|
|
$
|
—
|
|
|
$
|
1,638
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
Percent
|
||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||||||||
Tire Units
|
18.8
|
|
|
20.0
|
|
|
(1.2
|
)
|
|
(6.1
|
)%
|
|
36.8
|
|
|
39.2
|
|
|
(2.4
|
)
|
|
(6.1
|
)%
|
||||||
Net Sales
|
$
|
2,090
|
|
|
$
|
2,416
|
|
|
$
|
(326
|
)
|
|
(13.5
|
)%
|
|
$
|
4,041
|
|
|
$
|
4,659
|
|
|
$
|
(618
|
)
|
|
(13.3
|
)%
|
Operating Income
|
291
|
|
|
358
|
|
|
(67
|
)
|
|
(18.7
|
)%
|
|
551
|
|
|
606
|
|
|
(55
|
)
|
|
(9.1
|
)%
|
||||||
Operating Margin
|
13.9
|
%
|
|
14.8
|
%
|
|
|
|
|
|
13.6
|
%
|
|
13.0
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
Percent
|
||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||||||||
Tire Units
|
15.4
|
|
|
14.8
|
|
|
0.6
|
|
|
4.2
|
%
|
|
31.6
|
|
|
30.7
|
|
|
0.9
|
|
|
2.9
|
%
|
||||||
Net Sales
|
$
|
1,261
|
|
|
$
|
1,265
|
|
|
$
|
(4
|
)
|
|
(0.3
|
)%
|
|
$
|
2,512
|
|
|
$
|
2,596
|
|
|
$
|
(84
|
)
|
|
(3.2
|
)%
|
Operating Income
|
148
|
|
|
108
|
|
|
40
|
|
|
37.0
|
%
|
|
228
|
|
|
181
|
|
|
47
|
|
|
26.0
|
%
|
||||||
Operating Margin
|
11.7
|
%
|
|
8.5
|
%
|
|
|
|
|
|
9.1
|
%
|
|
7.0
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
Percent
|
||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||||||||
Tire Units
|
7.3
|
|
|
6.0
|
|
|
1.3
|
|
|
21.1
|
%
|
|
14.6
|
|
|
11.7
|
|
|
2.9
|
|
|
24.5
|
%
|
||||||
Net Sales
|
$
|
528
|
|
|
$
|
491
|
|
|
$
|
37
|
|
|
7.5
|
%
|
|
$
|
1,017
|
|
|
$
|
941
|
|
|
$
|
76
|
|
|
8.1
|
%
|
Operating Income
|
92
|
|
|
84
|
|
|
8
|
|
|
9.5
|
%
|
|
171
|
|
|
151
|
|
|
20
|
|
|
13.2
|
%
|
||||||
Operating Margin
|
17.4
|
%
|
|
17.1
|
%
|
|
|
|
|
|
16.8
|
%
|
|
16.0
|
%
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
2016
|
|
2015
|
||||
First lien revolving credit facility
|
$
|
1,094
|
|
|
$
|
1,149
|
|
European revolving credit facility
|
544
|
|
|
598
|
|
||
Chinese credit facilities
|
65
|
|
|
66
|
|
||
Pan-European accounts receivable facility
|
—
|
|
|
151
|
|
||
Other foreign and domestic debt
|
283
|
|
|
294
|
|
||
Notes payable and overdrafts
|
440
|
|
|
418
|
|
||
|
$
|
2,426
|
|
|
$
|
2,676
|
|
•
|
We become subject to the financial covenant contained in our first lien revolving credit facility when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $200 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of
June 30, 2016
, our availability under this facility of
$1,094 million
, plus our Available Cash of
$330 million
, totaled
$1,424 million
, which is in excess of $200 million.
|
•
|
We become subject to a covenant contained in our second lien credit facility upon certain asset sales. The covenant provides that, before we use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, we must first offer to use such cash proceeds to prepay borrowings under the second lien credit facility unless our ratio of Consolidated Net Secured Indebtedness to EBITDA (Pro Forma Senior Secured Leverage Ratio) for any period of four consecutive fiscal quarters is equal to or less than 3.0 to 1.0.
|
•
|
if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
|
•
|
we face significant global competition and our market share could decline;
|
•
|
deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;
|
•
|
our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;
|
•
|
we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;
|
•
|
if we experience a labor strike, work stoppage or other similar event our business, results of operations, financial condition and liquidity could be materially adversely affected;
|
•
|
our long term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;
|
•
|
financial difficulties, work stoppages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;
|
•
|
our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;
|
•
|
raw material and energy costs may materially adversely affect our operating results and financial condition;
|
•
|
we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;
|
•
|
any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our revolving credit facility, could have a material adverse effect on our liquidity and operations;
|
•
|
our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;
|
•
|
we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;
|
•
|
we may incur significant costs in connection with our contingent liabilities and tax matters;
|
•
|
our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
|
•
|
we are subject to extensive government regulations that may materially adversely affect our operating results;
|
•
|
we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber attack, natural disasters or other similar disruptions;
|
•
|
if we are unable to attract and retain key personnel, our business could be materially adversely affected; and
|
•
|
we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
|
(In millions)
|
|
||
Carrying amount — liability
|
$
|
3,541
|
|
Fair value — liability
|
3,672
|
|
|
Pro forma fair value — liability
|
3,806
|
|
(In millions)
|
|
||
Fair value — asset (liability)
|
$
|
7
|
|
Pro forma decrease in fair value
|
(133
|
)
|
|
Contract maturities
|
7/16-6/17
|
|
(In millions)
|
|
||
Accounts receivable
|
$
|
16
|
|
Other Current Liabilities
|
(9
|
)
|
|
|
Total Number of
Shares Purchased
(1)
|
|
Average Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
(2)
|
||||||
Period
|
|
|
|
|
||||||||||
4/1/16-4/30/16
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
636,646,919
|
|
5/1/16-5/31/16
|
|
3,571,254
|
|
|
28.00
|
|
|
3,571,254
|
|
|
$
|
536,646,952
|
|
|
6/1/16-6/30/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
536,646,952
|
|
|
Total
|
|
3,571,254
|
|
|
28.00
|
|
|
3,571,254
|
|
|
$
|
536,646,952
|
|
(1)
|
Total number of shares purchased as part of our common stock repurchase program and delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
|
(2)
|
On September 18, 2013, the Board of Directors authorized $100 million for use in our common stock repurchase program. On May 27, 2014, the Board of Directors approved an increase in that authorization to $450 million. On February 4, 2016, the Board of Directors approved a further increase in that authorization to
$1.1 billion
. This program expires on December 31, 2018. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the three month period ended
June 30, 2016
, we repurchased
3,571,254
shares at an average price, including commissions, of
$28.00
per share, or
$100 million
in the aggregate.
|
|
|
THE GOODYEAR TIRE & RUBBER COMPANY
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
July 27, 2016
|
By
|
/s/ E
VAN
M. S
COCOS
|
|
|
|
Evan M. Scocos, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the principal accounting officer of the Registrant.)
|
|
Exhibit
|
|
|
|
|
Table
|
|
|
|
|
Item
|
|
|
|
Exhibit
|
No.
|
|
Description of Exhibit
|
|
Number
|
|
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
(a)
|
|
Fifth Supplemental Indenture, dated as of May 13, 2016, among the Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed May 13, 2016, File No. 1-1927).
|
|
|
|
|
|
|
|
12
|
|
Statement re Computation of Ratios
|
|
|
|
|
|
|
|
(a)
|
|
Statement setting forth the Computation of Ratio of Earnings to Fixed Charges.
|
|
12.1
|
|
|
|
|
|
31
|
|
302 Certifications
|
|
|
|
|
|
|
|
(a)
|
|
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.1
|
|
|
|
|
|
(b)
|
|
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
|
|
|
|
|
32
|
|
906 Certifications
|
|
|
|
|
|
|
|
(a)
|
|
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
|
|
|
|
101
|
|
Interactive Data File
|
|
|
|
|
|
|
|
(a)
|
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
|
|
101
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Verbaeten served as an executive officer from January 1 to August 1, 2024, when reorganizations created changes to his role. Due to his service as an executive officer for part of fiscal year 2024, he is a NEO for 2024. | |||
For Mr. Wine, the amount reflects the salary earned while serving as CEO through July 1, 2024, and includes deferrals into the CNH Industrial Deferred Compensation Plan. Salary amounts deferred in 2024 are shown in the Fiscal 2024 Nonqualified Deferred Compensation Table. The separation amount for Mr. Wine is reported in the Other Compensation table. | |||
Ms. Manley and Mr. Wine are the only executives eligible for U.S. Retiree Healthcare. Ms. Manley’s eligibility will vest after reaching five years of Global Leadership Team service and a minimum age of 50. Mr. Wine’s eligibility would have vested after five years of service as CEO and a minimum age of 55, but such vesting conditions were not met as of his resignation. | |||
Gerrit Marx is the Chief Executive Officer of CNH. He leads a 40,000+ global team focused on advancing and supporting farming and construction all around the world. His role as CEO also encompasses direct global responsibility for the Company’s Agriculture segment. His career spans some 25 years throughout which he has worked across different regions and sectors, focusing on industrials, machinery & equipment and automotive. Gerrit Marx joined CNH as CEO in July 2024. From January 2022 to June 2024, he was CEO of Iveco Group N.V. (EXM: IVG) – a publicly listed commercial vehicles, powertrains, buses and specialty vehicles company. His leadership of Iveco Group followed its spinoff from CNH, where he had served as President of Commercial and Specialty Vehicles from January 2019. Prior to this, Mr. Marx was a member of the European Leadership Team at the multi-asset investment firm Bain Capital from 2012. He oversaw portfolio activities, driving and leading transformational change programs with a specific focus on automotive and industrial assets. During his tenure, he covered interim roles such as Chief Executive Officer of Wittur Group, a global Tier-1 supplier to the elevator industry and President of the Powertools Division at the US Apex Tool Group. Gerrit Marx was Executive Vice President of the carmaker Volkswagen AG China and President of Skoda China from 2011 – 2012. From 2007 – 2011 he assumed roles of increasing responsibility within the automotive corporation Daimler AG (now Mercedes-Benz Group AG) across North America, Europe and Asia, latterly as President and Chief Executive Officer of Daimler Trucks China. Mr. Marx began his career at the global consulting firm McKinsey & Company in 1999 focusing on operational improvement programs in the automotive and aerospace industries. Gerrit Marx holds a bachelor’s degree in Mechanical Engineering (“Diplom Ingenieur”) and an MBA (“Diplom Kaufmann”) from the RWTH Aachen University; and a PhD in Business Administration from Cologne University, both in Germany. Born in 1975, German citizenship. |
Name and Principal Position |
Year |
Salary
|
Bonus $
|
Stock
Awards $ |
Non-equity
Incentive Plan Compensation |
Change in
Value and
|
All Other
|
Total | ||||||||||||||||||||||||||||||||
Gerrit Marx |
2024 | 625,000 | - | 18,500,033 | 297,600 | - | 74,963 | 19,497,596 | ||||||||||||||||||||||||||||||||
CEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scott W. Wine |
2024 | 882,692 | 975,000 | - | 528,000 | - | 1,193,469 | 3,579,161 | ||||||||||||||||||||||||||||||||
Former CEO |
2023 | 1,700,000 | 2,355,000 | 10,407,703 | 3,083,800 | 74,046 | 478,056 | 18,098,605 | ||||||||||||||||||||||||||||||||
|
2022 | 1,700,000 | 4,248,000 | 11,511,892 | 4,960,300 | 18,640 | 476,829 | 22,915,661 | ||||||||||||||||||||||||||||||||
Oddone Incisa |
2024 | 709,175 | - | 2,239,450 | 181,060 | - | 164,067 | 3,293,752 | ||||||||||||||||||||||||||||||||
CFO |
2023 | 702,159 | - | 2,424,600 | 636,886 | - | 231,305 | 3,994,950 | ||||||||||||||||||||||||||||||||
|
2022 | 663,421 | - | 2,470,857 | 1,064,632 | - | 323,954 | 4,522,864 | ||||||||||||||||||||||||||||||||
Stefano Pampalone |
2024 | 587,987 | - | 967,902 | 211,530 | - | 394,644 | 2,162,063 | ||||||||||||||||||||||||||||||||
Agriculture Chief Commercial Officer |
2023 | 570,791 | - | 1,041,122 | 543,630 | - | 252,470 | 2,408,013 | ||||||||||||||||||||||||||||||||
2022 | 524,056 | - | 1,010,805 | 688,086 | - | 240,749 | 2,463,696 | |||||||||||||||||||||||||||||||||
Kelly Manley |
2024 | 441,885 | - | 757,995 | 110,000 | - | 79,256 | 1,389,136 | ||||||||||||||||||||||||||||||||
Chief Human Resources Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Roberto Russo |
2024 | 454,599 | - | 842,184 | 119,680 | - | 98,889 | 1,515,352 | ||||||||||||||||||||||||||||||||
Chief Legal & Compliance Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tom Verbaeten |
2024 | 497,198 | - | 879,872 | 127,380 | 297,731 | 1,103,128 | 2,905,309 | ||||||||||||||||||||||||||||||||
Chief Supply Chain Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Manley Kelly | - | 148,815 | 0 |
Sorensen Vagn O | - | 30,011 | 0 |
MacLeod Douglas | - | 13,846 | 0 |