Ohio
|
|
34-0253240
|
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
|
200 Innovation Way,
|
Akron,
|
Ohio
|
|
|
44316-0001
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Trading
Symbol(s)
|
|
Name of
Each Exchange
on Which
Registered
|
Common Stock, Without Par Value
|
|
GT
|
|
The Nasdaq Stock Market LLC
|
None
|
Yes
|
☑
|
No
|
☐
|
Yes
|
☐
|
No
|
☑
|
Yes
|
☑
|
No
|
☐
|
Yes
|
☑
|
No
|
☐
|
Large Accelerated Filer
|
☑
|
|
Accelerated Filer
|
☐
|
|
Non-accelerated Filer
|
☐
|
|
Smaller Reporting Company
|
☐
|
|
Emerging Growth Company
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yes
|
☐
|
No
|
☑
|
232,664,275
|
Item
Number
|
|
Page Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
automobiles
|
•
|
trucks
|
•
|
buses
|
•
|
aircraft
|
•
|
motorcycles
|
•
|
earthmoving and mining equipment
|
•
|
farm implements
|
•
|
industrial equipment, and
|
•
|
various other applications.
|
•
|
retread truck, aviation and off-the-road ("OTR") tires,
|
•
|
manufacture and sell tread rubber and other tire retreading materials,
|
•
|
sell chemical products, and/or
|
•
|
provide automotive and commercial repair services and miscellaneous other products and services.
|
|
|
Year Ended December 31,
|
|||||||
Tire Unit Sales
|
|
2019
|
|
2018
|
|
2017
|
|||
Americas
|
|
80
|
%
|
|
78
|
%
|
|
81
|
%
|
Europe, Middle East and Africa
|
|
91
|
|
|
92
|
|
|
94
|
|
Asia Pacific
|
|
91
|
|
|
91
|
|
|
90
|
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
2017
|
|||
Americas
|
70.4
|
|
|
70.9
|
|
|
70.9
|
|
Europe, Middle East and Africa
|
55.1
|
|
|
57.8
|
|
|
57.1
|
|
Asia Pacific
|
29.8
|
|
|
30.5
|
|
|
31.2
|
|
Goodyear worldwide tire units
|
155.3
|
|
|
159.2
|
|
|
159.2
|
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
2017
|
|||
Replacement tire units
|
115.0
|
|
|
115.1
|
|
|
113.5
|
|
OE tire units
|
40.3
|
|
|
44.1
|
|
|
45.7
|
|
Goodyear worldwide tire units
|
155.3
|
|
|
159.2
|
|
|
159.2
|
|
•
|
manufactures tread rubber and other tire retreading materials for trucks, heavy equipment and aviation,
|
•
|
retreads truck, aviation and OTR tires, primarily as a service to its commercial customers,
|
•
|
sells products and installation services online through our websites, www.goodyear.com for consumer tires and www.goodyeartrucktires.com for commercial tires,
|
•
|
provides automotive maintenance and repair services at approximately 570 Company-owned retail outlets primarily under the Goodyear or Just Tires names,
|
•
|
provides trucking fleets with new tires, retreads, mechanical service, preventative maintenance and roadside assistance from approximately 210 Company-owned locations, primarily Goodyear Commercial Tire & Service Centers,
|
•
|
sells automotive repair and maintenance items, automotive equipment and accessories and other items to dealers and consumers,
|
•
|
sells chemical products and natural rubber to Goodyear’s other business segments and to unaffiliated customers, and
|
•
|
provides miscellaneous other products and services.
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
2017
|
|||
Replacement tire units
|
55.1
|
|
|
53.8
|
|
|
53.5
|
|
OE tire units
|
15.3
|
|
|
17.1
|
|
|
17.4
|
|
Total tire units
|
70.4
|
|
|
70.9
|
|
|
70.9
|
|
•
|
sells aviation tires and manufactures and sells retreaded aviation tires,
|
•
|
provides various retreading and related services for truck and OTR tires, primarily for its commercial truck tire customers,
|
•
|
offers automotive repair services at Company-owned retail outlets, and
|
•
|
provides miscellaneous other products and services.
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
2017
|
|||
Replacement tire units
|
41.5
|
|
|
42.9
|
|
|
41.4
|
|
OE tire units
|
13.6
|
|
|
14.9
|
|
|
15.7
|
|
Total tire units
|
55.1
|
|
|
57.8
|
|
|
57.1
|
|
•
|
retreads truck tires and aviation tires,
|
•
|
manufactures tread rubber and other tire retreading materials for aviation tires,
|
•
|
provides automotive maintenance and repair services at Company-owned retail outlets, and
|
•
|
provides miscellaneous other products and services.
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
2017
|
|||
Replacement tire units
|
18.4
|
|
|
18.4
|
|
|
18.6
|
|
OE tire units
|
11.4
|
|
|
12.1
|
|
|
12.6
|
|
Total tire units
|
29.8
|
|
|
30.5
|
|
|
31.2
|
|
Name
|
|
Position(s) Held
|
|
Age
|
||
|
|
|
|
|
|
|
Richard J. Kramer
|
|
Chairman of the Board, Chief Executive Officer
and President
|
|
56
|
|
|
Mr. Kramer was elected Chief Executive Officer and President in April 2010 and Chairman in October 2010. He is the principal executive officer of the Company. Mr. Kramer joined Goodyear in 2000 and has served as Executive Vice President and Chief Financial Officer (June 2004 to August 2007), President, North America (March 2007 to February 2010) and Chief Operating Officer (June 2009 to April 2010).
|
||||||
|
|
|
|
|
||
Darren R. Wells
|
|
Executive Vice President and Chief Financial Officer
|
|
54
|
|
|
Mr. Wells was named Executive Vice President and Chief Financial Officer in September 2018. He is Goodyear’s principal financial officer. Mr. Wells previously served as Goodyear’s Executive Vice President and Chief Financial Officer from October 2008 to November 2013. He first joined Goodyear in 2002 and has also served as President, Europe, Middle East and Africa (December 2013 to December 2015). Prior to rejoining Goodyear, Mr. Wells was an Executive in Residence and MBA Coach at the University of South Florida’s Muma College of Business from January 2018 to September 2018.
|
||||||
|
|
|
|
|
||
Stephen R. McClellan
|
|
President, Americas
|
|
54
|
|
|
Mr. McClellan was named President, Americas in January 2016. He is the executive officer responsible for Goodyear's operations in North, Central and South America. Mr. McClellan joined Goodyear in 1988 and has served as President, North America (August 2011 to December 2015).
|
||||||
|
|
|
|
|
||
Christopher R. Delaney
|
|
President, Europe, Middle East and Africa
|
|
58
|
|
|
Mr. Delaney was named President, Europe, Middle East and Africa in September 2017. He is the executive officer responsible for Goodyear’s operations in Europe, the Middle East and Africa. Mr. Delaney joined Goodyear as President-Elect, Asia Pacific in August 2015, and has served as President, Asia Pacific (January 2016 to September 2017). Prior to joining Goodyear, Mr. Delaney was Chief Executive Officer and Managing Director of Goodman Fielder Ltd., a food products company in Australia, New Zealand and the Asia Pacific region, from July 2011 until March 2015.
|
||||||
|
|
|
|
|
||
Ryan G. Patterson
|
|
President, Asia Pacific
|
|
46
|
|
|
Mr. Patterson was named President, Asia Pacific in September 2017. He is the executive officer responsible for Goodyear’s operations in Asia, Australia, New Zealand and the Western Pacific. Mr. Patterson joined Goodyear in 2002 and has served as President, North America Consumer (September 2014 to September 2017).
|
||||||
|
|
|
|
|
|
|
Jonathan Bellissimo
|
|
Senior Vice President, Global Operations and Technology
|
|
64
|
|
|
Mr. Bellissimo was named Senior Vice President, Global Operations and Technology effective January 1, 2019. He is the executive officer responsible for Goodyear’s global manufacturing, supply chain, sales and operations planning, engineering and product quality activities. Mr. Bellissimo joined Goodyear in 1977 and has served as General Director of the Goodyear Innovation Center in Akron, Ohio (January 2010 to August 2016) and Vice President, Americas Product Development & Chemical (September 2016 to December 31, 2018).
|
||||||
|
|
|
|
|
|
|
Laura P. Duda
|
|
Senior Vice President, Global Communications
|
|
50
|
|
|
Ms. Duda was named Senior Vice President, Global Communications effective January 1, 2019. She is the executive officer responsible for Goodyear’s communications activities worldwide. Ms. Duda joined Goodyear as Vice President, Corporate Communications in February 2016, and has served as Vice President, Communications, Americas (July 2016 to December 31, 2018). Prior to joining Goodyear, Ms. Duda was Vice President, Communications at Exelon Corporation, a utility services holding company, from November 2008 to January 2016.
|
||||||
|
|
|
|
|
|
|
Christopher P. Helsel
|
|
Senior Vice President and Chief Technology Officer
|
|
54
|
|
|
Mr. Helsel was named Vice President and Chief Technology Officer in September 2017 and became a Senior Vice President in February 2019. He is the executive officer responsible for Goodyear’s global research and development activities. Mr. Helsel joined Goodyear in 1996 and has served as Director, Retread (January 2013 to February 2017) and Director, North America Commercial and Global Off-Highway Technology (March 2017 to August 2017).
|
Name
|
|
Position(s) Held
|
|
Age
|
||
|
|
|
|
|
||
David E. Phillips
|
|
Senior Vice President and General Counsel
|
|
44
|
|
|
Mr. Phillips was named Senior Vice President and General Counsel effective on June 4, 2019. He is Goodyear's chief legal officer. Mr. Phillips joined Goodyear in 2011 and has served as Senior Legal Counsel (2011 to April 2016), Associate General Counsel, North America (May 2016 to August 2016) and Associate General Counsel, Americas (September 2016 to June 3, 2019).
|
||||||
|
|
|
|
|
||
Gary S. VanderLind
|
|
Senior Vice President, Global Human Resources
|
|
57
|
|
|
Mr. VanderLind was named Senior Vice President, Global Human Resources effective February 1, 2019. He is Goodyear’s chief human resources officer. Mr. VanderLind joined Goodyear in 1985 and has served as Vice President, Human Resources - North America (September 2007 to August 2016) and Vice President, Human Resources - Americas (September 2016 to January 31, 2019).
|
||||||
|
|
|
|
|
||
Evan M. Scocos
|
|
Vice President and Controller
|
|
48
|
|
|
Mr. Scocos was named Vice President and Controller in June 2016. He is Goodyear's principal accounting officer. Mr. Scocos joined Goodyear in 2004 and has served as Vice President and General Auditor (March 2014 to May 2016).
|
ITEM 1A.
|
RISK FACTORS.
|
•
|
exposure to local economic conditions;
|
•
|
adverse foreign currency fluctuations;
|
•
|
adverse currency exchange controls;
|
•
|
withholding taxes and restrictions on the withdrawal of foreign investment and earnings;
|
•
|
tax policies and regulations;
|
•
|
labor regulations;
|
•
|
tariffs;
|
•
|
government price and profit margin controls;
|
•
|
expropriations of property;
|
•
|
adverse changes in the diplomatic relations of foreign countries with the United States;
|
•
|
the potential instability of foreign governments;
|
•
|
hostility from local populations and insurrections;
|
•
|
risks of renegotiation or modification of existing agreements with governmental authorities;
|
•
|
export and import restrictions; and
|
•
|
other changes in laws or government policies.
|
•
|
make it more difficult for us to satisfy our obligations;
|
•
|
impair our ability to obtain financing in the future for working capital, capital expenditures, research and development, acquisitions or general corporate requirements;
|
•
|
increase our vulnerability to adverse economic and industry conditions;
|
•
|
limit our ability to use cash flows from operating activities in other areas of our business or to return cash to shareholders because we would need to dedicate a substantial portion of these funds for payments on our indebtedness;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
place us at a competitive disadvantage compared to our competitors.
|
•
|
incur additional debt or issue redeemable preferred stock;
|
•
|
pay dividends, repurchase shares or make certain other restricted payments or investments;
|
•
|
incur liens;
|
•
|
sell assets;
|
•
|
incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us;
|
•
|
enter into affiliate transactions;
|
•
|
engage in sale/leaseback transactions; and
|
•
|
engage in certain mergers or consolidations or transfers of substantially all of our assets.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Plan Category
|
|
Number of Shares to be
Issued upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of Shares
Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) |
|
||||
|
|
(a)
|
|
|
|
|
|
||||
Equity compensation plans approved by shareholders
|
|
4,998,021
|
|
|
$
|
20.61
|
|
|
12,305,582
|
|
(1)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
4,998,021
|
|
|
$
|
20.61
|
|
|
12,305,582
|
|
|
(1)
|
Under our equity compensation plans, up to a maximum of 1,427,342 performance shares in respect of performance periods ending on or subsequent to December 31, 2019, 103,492 shares of restricted stock and 2,734,475 restricted stock units have been awarded. In addition, up to 7,092 shares of common stock may be issued in respect of the deferred payout of awards made under our equity compensation plans. The number of performance shares indicated assumes the maximum possible payout that may be earned during the relevant performance periods.
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
|
Year Ended December 31,(1)
|
||||||||||||||||||
(In millions, except per share amounts)
|
2019(2)
|
|
2018(2)
|
|
2017(2)
|
|
2016(2)
|
|
2015(2)
|
||||||||||
Net Sales
|
$
|
14,745
|
|
|
$
|
15,475
|
|
|
$
|
15,377
|
|
|
$
|
15,158
|
|
|
$
|
16,443
|
|
Net Income (Loss)
|
(297
|
)
|
|
708
|
|
|
365
|
|
|
1,284
|
|
|
376
|
|
|||||
Less: Minority Shareholders’ Net Income
|
14
|
|
|
15
|
|
|
19
|
|
|
20
|
|
|
69
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
(311
|
)
|
|
$
|
693
|
|
|
$
|
346
|
|
|
$
|
1,264
|
|
|
$
|
307
|
|
Goodyear Net Income (Loss) — Per Share of
Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
(1.33
|
)
|
|
$
|
2.92
|
|
|
$
|
1.39
|
|
|
$
|
4.81
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
$
|
(1.33
|
)
|
|
$
|
2.89
|
|
|
$
|
1.37
|
|
|
$
|
4.74
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Dividends Declared per Common Share
|
$
|
0.64
|
|
|
$
|
0.58
|
|
|
$
|
0.44
|
|
|
$
|
0.31
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
17,185
|
|
|
$
|
16,872
|
|
|
$
|
17,064
|
|
|
$
|
16,511
|
|
|
$
|
16,391
|
|
Long Term Debt and Finance Leases Due Within One Year
|
562
|
|
|
243
|
|
|
391
|
|
|
436
|
|
|
585
|
|
|||||
Long Term Debt and Finance Leases
|
4,753
|
|
|
5,110
|
|
|
5,076
|
|
|
4,798
|
|
|
5,074
|
|
|||||
Goodyear Shareholders’ Equity
|
4,351
|
|
|
4,864
|
|
|
4,603
|
|
|
4,507
|
|
|
3,920
|
|
|||||
Total Shareholders’ Equity
|
4,545
|
|
|
5,070
|
|
|
4,850
|
|
|
4,725
|
|
|
4,142
|
|
(1)
|
Refer to “Basis of Presentation” and “Principles of Consolidation” in the Note to the Consolidated Financial Statements No. 1, Accounting Policies.
|
(2)
|
Effective January 1, 2019, we adopted, using the modified retrospective adoption approach, an accounting standards update with new guidance relating to leases. Our adoption of this standards update resulted in adjustments that increased Total Assets by $873 million, increased Long Term Debt and Finance Leases by $14 million, and decreased Goodyear Shareholders’ Equity and Total Shareholders’ Equity by $23 million. Periods prior to 2019 have not been restated for the adoption of this standards update.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
Developing great products and services that anticipate and respond to the needs of consumers;
|
•
|
Building the value of our brand, helping our customers win in their markets, and becoming consumers’ preferred choice; and
|
•
|
Improving our manufacturing efficiency and creating an advantaged supply chain focused on reducing our total delivered costs, optimizing working capital levels and delivering best in industry customer service.
|
|
Year Ended December 31,
|
|||||||
(In millions of tires)
|
2019
|
|
2018
|
|
% Change
|
|||
Replacement Units
|
|
|
|
|
|
|
|
|
United States
|
40.3
|
|
|
38.9
|
|
|
3.6
|
%
|
International
|
74.7
|
|
|
76.2
|
|
|
(2.0
|
)
|
Total
|
115.0
|
|
|
115.1
|
|
|
(0.1
|
)
|
OE Units
|
|
|
|
|
|
|
|
|
United States
|
11.2
|
|
|
13.2
|
|
|
(15.2
|
)
|
International
|
29.1
|
|
|
30.9
|
|
|
(5.8
|
)
|
Total
|
40.3
|
|
|
44.1
|
|
|
(8.5
|
)
|
Goodyear worldwide tire units
|
155.3
|
|
|
159.2
|
|
|
(2.4
|
)
|
•
|
general and product liability and other litigation,
|
•
|
workers’ compensation,
|
•
|
recoverability of goodwill,
|
•
|
deferred tax asset valuation allowances and uncertain income tax positions, and
|
•
|
pensions and other postretirement benefits.
|
•
|
life expectancies,
|
•
|
retirement rates,
|
•
|
discount rates,
|
•
|
long term rates of return on plan assets,
|
•
|
inflation rates,
|
•
|
future compensation levels,
|
•
|
future health care costs, and
|
•
|
maximum company-covered benefit costs.
|
|
|
|
+ / − Change at December 31, 2019
|
||||||
(Dollars in millions)
|
Change
|
|
PBO/ABO
|
|
Annual Expense
|
||||
Pensions:
|
|
|
|
|
|
||||
Assumption:
|
|
|
|
|
|
||||
Discount rate
|
+/- 0.5%
|
|
$
|
267
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||||
Other Postretirement Benefits:
|
|
|
|
|
|
||||
Assumption:
|
|
|
|
|
|
||||
Discount rate
|
+/- 0.5%
|
|
$
|
4
|
|
|
$
|
—
|
|
Health care cost trends — total cost
|
+/- 1.0%
|
|
1
|
|
|
—
|
|
(In millions)
|
2019
|
|
2018
|
||||
First lien revolving credit facility
|
$
|
1,662
|
|
|
$
|
1,633
|
|
European revolving credit facility
|
899
|
|
|
629
|
|
||
Chinese credit facilities
|
290
|
|
|
199
|
|
||
Mexican credit facilities
|
—
|
|
|
140
|
|
||
Other domestic and international debt
|
338
|
|
|
221
|
|
||
Notes payable and overdrafts
|
389
|
|
|
329
|
|
||
|
$
|
3,578
|
|
|
$
|
3,151
|
|
•
|
$337 million or 37% in Asia Pacific, primarily China, India and Japan ($278 million or 35% at December 31, 2018),
|
•
|
$214 million or 24% in EMEA, primarily Belgium ($261 million or 33% at December 31, 2018), and
|
•
|
$190 million or 21% in Americas, primarily Brazil, Canada and Chile ($134 million or 17% at December 31, 2018).
|
•
|
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 December 31, 2019, our availability under this facility of $1,662 million plus our Available Cash of $211 million totaled $1,873 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.
|
|
|
||||||||||||||||||||||||||
(In millions)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Beyond 2024
|
||||||||||||||
Debt Obligations(1)
|
$
|
5,444
|
|
|
$
|
907
|
|
|
$
|
250
|
|
|
$
|
391
|
|
|
$
|
1,648
|
|
|
$
|
85
|
|
|
$
|
2,163
|
|
Finance Lease Obligations(2)
|
249
|
|
|
4
|
|
15
|
|
2
|
|
1
|
|
2
|
|
225
|
|||||||||||||
Interest Payments(3)
|
1,670
|
|
|
270
|
|
218
|
|
205
|
|
190
|
|
129
|
|
658
|
|||||||||||||
Operating Lease Obligations(4)
|
1,124
|
|
|
242
|
|
|
192
|
|
|
141
|
|
|
109
|
|
|
81
|
|
|
359
|
|
|||||||
Pension Benefits(5)
|
310
|
|
|
62
|
|
|
62
|
|
|
62
|
|
|
62
|
|
|
62
|
|
|
NA
|
|
|||||||
Other Postretirement Benefits(6)
|
153
|
|
|
17
|
|
|
17
|
|
|
16
|
|
|
16
|
|
|
15
|
|
|
72
|
|
|||||||
Workers’ Compensation(7)
|
261
|
|
|
39
|
|
|
23
|
|
|
18
|
|
|
14
|
|
|
11
|
|
|
156
|
|
|||||||
Binding Commitments(8)
|
2,405
|
|
|
1,310
|
|
|
390
|
|
|
181
|
|
|
152
|
|
|
130
|
|
|
242
|
|
|||||||
Uncertain Income Tax Positions(9)
|
8
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
|
$
|
11,624
|
|
|
$
|
2,853
|
|
|
$
|
1,171
|
|
|
$
|
1,016
|
|
|
$
|
2,192
|
|
|
$
|
515
|
|
|
$
|
3,877
|
|
(1)
|
Debt obligations include Notes Payable and Overdrafts, and excludes the impact of deferred financing fees and unamortized discounts.
|
(2)
|
The minimum lease payments for finance lease obligations are $813 million.
|
(3)
|
These amounts represent future interest payments related to our existing debt obligations and finance leases based on fixed and variable interest rates specified in the associated debt and lease agreements. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt or future changes in variable interest rates.
|
(4)
|
Operating lease obligations have not been reduced by minimum sublease rentals of $13 million, $9 million, $6 million, $4 million, $2 million and $4 million in each of the periods above, respectively, for a total of $38 million. Payments, net of minimum sublease rentals, total $1,086 million. The present value of the net operating lease payments, including sublease rentals, is $834 million. The operating leases relate to, among other things, real estate, vehicles, data processing equipment and miscellaneous other assets. No asset is leased from any related party.
|
(5)
|
The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2019. Although subject to change, the amounts set forth in the table represent the mid-point of the range of our expected contributions for funded U.S. and non-U.S. pension plans, plus expected cash funding of direct participant payments to our U.S. and non-U.S. pension plans.
|
•
|
future interest rate levels,
|
•
|
the amount and timing of asset returns, and
|
•
|
how contributions in excess of the minimum requirements could impact the amount and timing of future contributions.
|
(6)
|
The payments presented above are expected payments for the next 10 years. The payments for other postretirement benefits reflect the estimated benefit payments of the plans using the provisions currently in effect. Under the relevant summary plan descriptions or plan documents we have the right to modify or terminate the plans. The obligation related to other postretirement benefits is actuarially determined on an annual basis.
|
(7)
|
The payments for workers’ compensation obligations are based upon recent historical payment patterns on claims. The present value of anticipated claims payments for workers’ compensation is $198 million.
|
(8)
|
Binding commitments are for raw materials, capital expenditures, utilities, and various other types of contracts. The obligations to purchase raw materials include supply contracts at both fixed and variable prices. Those with variable prices are based on index rates for those commodities at December 31, 2019.
|
(9)
|
These amounts primarily represent expected payments with interest for uncertain income tax positions as of December 31, 2019. We have reflected them in the period in which we believe they will be ultimately settled based upon our experience with these matters.
|
•
|
made guarantees,
|
•
|
retained or held a contingent interest in transferred assets,
|
•
|
undertaken an obligation under certain derivative instruments, or
|
•
|
undertaken any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company.
|
•
|
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;
|
•
|
raw material and energy costs may materially adversely affect our operating results and financial condition;
|
•
|
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 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;
|
•
|
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;
|
•
|
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;
|
•
|
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.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
(In millions)
|
2019
|
|
2018
|
||||
Carrying amount — liability
|
$
|
3,434
|
|
|
$
|
3,609
|
|
Fair value — liability
|
3,558
|
|
|
3,443
|
|
||
Pro forma fair value — liability
|
3,629
|
|
|
3,583
|
|
(In millions)
|
2019
|
|
2018
|
||||
Fair value — asset (liability)
|
$
|
(8
|
)
|
|
$
|
11
|
|
Pro forma decrease in fair value
|
(199
|
)
|
|
(152
|
)
|
||
Contract maturities
|
1/20-12/21
|
|
|
1/19-12/20
|
|
(In millions)
|
2019
|
|
2018
|
||||
Current asset (liability):
|
|
|
|
||||
Accounts receivable
|
$
|
10
|
|
|
$
|
16
|
|
Other current liabilities
|
(18
|
)
|
|
(7
|
)
|
||
|
|
|
|
||||
Long term asset (liability):
|
|
|
|
||||
Other assets
|
$
|
1
|
|
|
$
|
2
|
|
Other long term liabilities
|
(1
|
)
|
|
—
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
Page
|
|
|
Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
|
|
Financial Statement Schedule:
|
|
The following consolidated financial statement schedule of The Goodyear Tire & Rubber Company is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
|
PricewaterhouseCoopers LLP
|
|
Cleveland, Ohio
|
|
February 11, 2020
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales (Note 2)
|
$
|
14,745
|
|
|
$
|
15,475
|
|
|
$
|
15,377
|
|
Cost of Goods Sold
|
11,602
|
|
|
11,961
|
|
|
11,680
|
|
|||
Selling, Administrative and General Expense
|
2,323
|
|
|
2,312
|
|
|
2,279
|
|
|||
Rationalizations (Note 3)
|
205
|
|
|
44
|
|
|
135
|
|
|||
Interest Expense (Note 4)
|
340
|
|
|
321
|
|
|
335
|
|
|||
Other (Income) Expense (Note 5)
|
98
|
|
|
(174
|
)
|
|
70
|
|
|||
Income before Income Taxes
|
177
|
|
|
1,011
|
|
|
878
|
|
|||
United States and Foreign Tax Expense (Note 6)
|
474
|
|
|
303
|
|
|
513
|
|
|||
Net Income (Loss)
|
(297
|
)
|
|
708
|
|
|
365
|
|
|||
Less: Minority Shareholders’ Net Income
|
14
|
|
|
15
|
|
|
19
|
|
|||
Goodyear Net Income (Loss)
|
$
|
(311
|
)
|
|
$
|
693
|
|
|
$
|
346
|
|
Goodyear Net Income (Loss) — Per Share of Common Stock
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(1.33
|
)
|
|
$
|
2.92
|
|
|
$
|
1.39
|
|
Weighted Average Shares Outstanding (Note 7)
|
233
|
|
|
237
|
|
|
249
|
|
|||
Diluted
|
$
|
(1.33
|
)
|
|
$
|
2.89
|
|
|
$
|
1.37
|
|
Weighted Average Shares Outstanding (Note 7)
|
233
|
|
|
239
|
|
|
253
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income (Loss)
|
$
|
(297
|
)
|
|
$
|
708
|
|
|
$
|
365
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Foreign currency translation, net of tax of $4 in 2019 (($10) in 2018, $39 in 2017)
|
5
|
|
|
(264
|
)
|
|
257
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $33 in 2019 ($34 in 2018, $40 in 2017)
|
104
|
|
|
105
|
|
|
77
|
|
|||
(Increase)/decrease in net actuarial losses, net of tax of ($42) in 2019 ($1 in 2018, ($37) in 2017)
|
(169
|
)
|
|
16
|
|
|
(100
|
)
|
|||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $2 in 2019 ($5 in 2018, $14 in 2017)
|
4
|
|
|
20
|
|
|
27
|
|
|||
Prior service credit (cost) from plan amendments, net of tax of $1 in 2019 (($3) in 2018, ($2) in 2017)
|
1
|
|
|
(12
|
)
|
|
(4
|
)
|
|||
Deferred derivative gains (losses), net of tax of $0 in 2019 ($3 in 2018, ($8) in 2017)
|
10
|
|
|
9
|
|
|
(20
|
)
|
|||
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2019 ($0 in 2018, $1 in 2017)
|
(14
|
)
|
|
7
|
|
|
1
|
|
|||
Other Comprehensive Income (Loss)
|
(59
|
)
|
|
(119
|
)
|
|
238
|
|
|||
Comprehensive Income (Loss)
|
(356
|
)
|
|
589
|
|
|
603
|
|
|||
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
15
|
|
|
(4
|
)
|
|
35
|
|
|||
Goodyear Comprehensive Income (Loss)
|
$
|
(371
|
)
|
|
$
|
593
|
|
|
$
|
568
|
|
|
December 31,
|
||||||
(In millions, except share data)
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and Cash Equivalents (Note 1)
|
$
|
908
|
|
|
$
|
801
|
|
Accounts Receivable (Note 9)
|
1,941
|
|
|
2,030
|
|
||
Inventories (Note 10)
|
2,851
|
|
|
2,856
|
|
||
Prepaid Expenses and Other Current Assets
|
234
|
|
|
238
|
|
||
Total Current Assets
|
5,934
|
|
|
5,925
|
|
||
Goodwill (Note 11)
|
565
|
|
|
569
|
|
||
Intangible Assets (Note 11)
|
137
|
|
|
136
|
|
||
Deferred Income Taxes (Note 6)
|
1,527
|
|
|
1,847
|
|
||
Other Assets (Note 12)
|
959
|
|
|
1,136
|
|
||
Operating Lease Right-of-Use Assets (Note 14)
|
855
|
|
|
—
|
|
||
Property, Plant and Equipment (Note 13)
|
7,208
|
|
|
7,259
|
|
||
Total Assets
|
$
|
17,185
|
|
|
$
|
16,872
|
|
Liabilities:
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts Payable — Trade
|
$
|
2,908
|
|
|
$
|
2,920
|
|
Compensation and Benefits (Notes 17 and 18)
|
536
|
|
|
471
|
|
||
Other Current Liabilities
|
734
|
|
|
737
|
|
||
Notes Payable and Overdrafts (Note 15)
|
348
|
|
|
410
|
|
||
Operating Lease Liabilities due Within One Year (Note 14)
|
199
|
|
|
—
|
|
||
Long Term Debt and Finance Leases due Within One Year (Notes 14 and 15)
|
562
|
|
|
243
|
|
||
Total Current Liabilities
|
5,287
|
|
|
4,781
|
|
||
Operating Lease Liabilities (Note 14)
|
668
|
|
|
—
|
|
||
Long Term Debt and Finance Leases (Notes 14 and 15)
|
4,753
|
|
|
5,110
|
|
||
Compensation and Benefits (Notes 17 and 18)
|
1,334
|
|
|
1,345
|
|
||
Deferred Income Taxes (Note 6)
|
90
|
|
|
95
|
|
||
Other Long Term Liabilities
|
508
|
|
|
471
|
|
||
Total Liabilities
|
12,640
|
|
|
11,802
|
|
||
Commitments and Contingent Liabilities (Note 19)
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Goodyear Shareholders’ Equity:
|
|
|
|
|
|
||
Common Stock, no par value:
|
|
|
|
|
|
||
Authorized, 450 million shares, Outstanding shares — 233 million (232 million in 2018)
|
233
|
|
|
232
|
|
||
Capital Surplus
|
2,141
|
|
|
2,111
|
|
||
Retained Earnings
|
6,113
|
|
|
6,597
|
|
||
Accumulated Other Comprehensive Loss (Note 21)
|
(4,136
|
)
|
|
(4,076
|
)
|
||
Goodyear Shareholders’ Equity
|
4,351
|
|
|
4,864
|
|
||
Minority Shareholders’ Equity — Nonredeemable
|
194
|
|
|
206
|
|
||
Total Shareholders’ Equity
|
4,545
|
|
|
5,070
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
17,185
|
|
|
$
|
16,872
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Minority
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
Other
|
|
Goodyear
|
|
Shareholders'
|
|
Total
|
|||||||||||||||
|
Common Stock
|
|
Capital
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Equity — Non-
|
|
Shareholders'
|
|||||||||||||||||
(Dollars in millions, except per share amounts)
|
Shares
|
|
Amount
|
|
Surplus
|
|
Earnings
|
|
Loss
|
|
Equity
|
|
Redeemable
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(after deducting 26,866,893 common treasury shares)
|
251,596,534
|
|
|
$
|
252
|
|
|
$
|
2,645
|
|
|
$
|
5,808
|
|
|
$
|
(4,198
|
)
|
|
$
|
4,507
|
|
|
$
|
218
|
|
|
$
|
4,725
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
346
|
|
|
|
|
|
346
|
|
|
19
|
|
|
365
|
|
|||||||
Foreign currency translation (net of tax of $39)
|
|
|
|
|
|
|
|
|
|
|
|
|
240
|
|
|
240
|
|
|
17
|
|
|
257
|
|
|||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $40)
|
|
|
|
|
|
|
|
|
77
|
|
|
77
|
|
|
|
|
77
|
|
||||||||||||
Increase in net actuarial losses (net of tax of ($37))
|
|
|
|
|
|
|
|
|
(99
|
)
|
|
(99
|
)
|
|
(1
|
)
|
|
(100
|
)
|
|||||||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures (net of tax of $14)
|
|
|
|
|
|
|
|
|
27
|
|
|
27
|
|
|
|
|
27
|
|
||||||||||||
Prior service cost from plan amendments (net of tax of ($2))
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|
|
|
(4
|
)
|
||||||||||||
Deferred derivative losses (net of tax of ($8))
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
(20
|
)
|
|
|
|
(20
|
)
|
||||||||||||
Reclassification adjustment for amounts recognized in income (net of tax of $1)
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
1
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
222
|
|
|
16
|
|
|
238
|
|
||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
568
|
|
|
35
|
|
|
603
|
|
||||||||||||
Stock-based compensation plans
|
|
|
|
|
24
|
|
|
|
|
|
|
24
|
|
|
|
|
24
|
|
||||||||||||
Repurchase of common stock
|
(12,755,547
|
)
|
|
(13
|
)
|
|
(387
|
)
|
|
|
|
|
|
(400
|
)
|
|
|
|
(400
|
)
|
||||||||||
Dividends declared
|
|
|
|
|
|
|
(110
|
)
|
|
|
|
(110
|
)
|
|
(6
|
)
|
|
(116
|
)
|
|||||||||||
Common stock issued from treasury
|
1,313,615
|
|
|
1
|
|
|
13
|
|
|
|
|
|
|
14
|
|
|
|
|
14
|
|
||||||||||
Balance at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(after deducting 38,308,825 common treasury shares)
|
240,154,602
|
|
|
$
|
240
|
|
|
$
|
2,295
|
|
|
$
|
6,044
|
|
|
$
|
(3,976
|
)
|
|
$
|
4,603
|
|
|
$
|
247
|
|
|
$
|
4,850
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Minority
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Other
|
|
Goodyear
|
|
Shareholders'
|
|
Total
|
|||||||||||||||
|
|
Common Stock
|
|
Capital
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Equity — Non-
|
|
Shareholders'
|
|||||||||||||||||
(Dollars in millions, except per share amounts)
|
|
Shares
|
|
Amount
|
|
Surplus
|
|
Earnings
|
|
Loss
|
|
Equity
|
|
Redeemable
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(after deducting 38,308,825 common treasury shares)
|
|
240,154,602
|
|
|
$
|
240
|
|
|
$
|
2,295
|
|
|
$
|
6,044
|
|
|
$
|
(3,976
|
)
|
|
$
|
4,603
|
|
|
$
|
247
|
|
|
$
|
4,850
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
693
|
|
|
|
|
|
693
|
|
|
15
|
|
|
708
|
|
|||||||
Foreign currency translation (net of tax of ($10))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(245
|
)
|
|
(245
|
)
|
|
(19
|
)
|
|
(264
|
)
|
|||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $34)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
|
|
|
105
|
|
|
|
|
105
|
|
||||||||
Decrease in net actuarial losses (net of tax of $1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
16
|
|
|
|
|
|
16
|
|
|||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures (net of tax of $5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
20
|
|
|
|
|
20
|
|
||||||||
Prior service cost from plan amendments (net of tax of ($3))
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
(12
|
)
|
|
|
|
(12
|
)
|
||||||||||||
Deferred derivative gains (net of tax of $3)
|
|
|
|
|
|
|
|
|
|
9
|
|
|
9
|
|
|
|
|
9
|
|
||||||||||||
Reclassification adjustment for amounts recognized in income (net of tax of $0)
|
|
|
|
|
|
|
|
|
|
7
|
|
|
7
|
|
|
|
|
7
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
(100
|
)
|
|
(19
|
)
|
|
(119
|
)
|
||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
593
|
|
|
(4
|
)
|
|
589
|
|
||||||||||||
Adoption of new accounting standard
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|||||||||||
Stock-based compensation plans
|
|
|
|
|
|
19
|
|
|
|
|
|
|
19
|
|
|
|
|
19
|
|
||||||||||||
Repurchase of common stock
|
|
(8,936,302
|
)
|
|
(9
|
)
|
|
(211
|
)
|
|
|
|
|
|
(220
|
)
|
|
|
|
(220
|
)
|
||||||||||
Dividends declared
|
|
|
|
|
|
|
|
(139
|
)
|
|
|
|
(139
|
)
|
|
(8
|
)
|
|
(147
|
)
|
|||||||||||
Common stock issued from treasury
|
|
952,743
|
|
|
1
|
|
|
3
|
|
|
|
|
|
|
4
|
|
|
|
|
4
|
|
||||||||||
Purchase of minority shares
|
|
|
|
|
|
5
|
|
|
|
|
|
|
5
|
|
|
(29
|
)
|
|
(24
|
)
|
|||||||||||
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(after deducting 46,292,384 common treasury shares)
|
|
232,171,043
|
|
|
$
|
232
|
|
|
$
|
2,111
|
|
|
$
|
6,597
|
|
|
$
|
(4,076
|
)
|
|
$
|
4,864
|
|
|
$
|
206
|
|
|
$
|
5,070
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Minority
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Other
|
|
Goodyear
|
|
Shareholders'
|
|
Total
|
|||||||||||||||
|
|
Common Stock
|
|
Capital
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Equity — Non-
|
|
Shareholders'
|
|||||||||||||||||
(Dollars in millions, except per share amounts)
|
|
Shares
|
|
Amount
|
|
Surplus
|
|
Earnings
|
|
Loss
|
|
Equity
|
|
Redeemable
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(after deducting 46,292,384 common treasury shares)
|
|
232,171,043
|
|
|
$
|
232
|
|
|
$
|
2,111
|
|
|
$
|
6,597
|
|
|
$
|
(4,076
|
)
|
|
$
|
4,864
|
|
|
$
|
206
|
|
|
$
|
5,070
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(311
|
)
|
|
|
|
|
(311
|
)
|
|
14
|
|
|
(297
|
)
|
|||||||
Foreign currency translation (net of tax of $4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|
5
|
|
|||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $33)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
|
104
|
|
|
|
|
|
104
|
|
|||||||
Increase in net actuarial losses (net of tax of ($42))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(169
|
)
|
|
(169
|
)
|
|
|
|
|
(169
|
)
|
|||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures (net of tax of $2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
4
|
|
|
|
|
|
4
|
|
|||||||
Prior service credit from plan amendments (net of tax of $1)
|
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
1
|
|
||||||||||||
Deferred derivative gains (net of tax of $0)
|
|
|
|
|
|
|
|
|
|
10
|
|
|
10
|
|
|
|
|
10
|
|
||||||||||||
Reclassification adjustment for amounts recognized in income (net of tax of $0)
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
(14
|
)
|
|
|
|
(14
|
)
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
1
|
|
|
(59
|
)
|
||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
(371
|
)
|
|
15
|
|
|
(356
|
)
|
||||||||||||
Adoption of new accounting standard (Note 1)
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
(23
|
)
|
|
|
|
(23
|
)
|
||||||||||||
Stock-based compensation plans
|
|
|
|
|
|
29
|
|
|
|
|
|
|
29
|
|
|
|
|
29
|
|
||||||||||||
Dividends declared
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
(150
|
)
|
|
(5
|
)
|
|
(155
|
)
|
|||||||||||
Common stock issued from treasury
|
|
479,275
|
|
|
1
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
|||||||||
Purchase of minority shares
|
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|
(22
|
)
|
|
(21
|
)
|
|||||||||||
Balance at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(after deducting 45,813,109 common treasury shares)
|
|
232,650,318
|
|
|
$
|
233
|
|
|
$
|
2,141
|
|
|
$
|
6,113
|
|
|
$
|
(4,136
|
)
|
|
$
|
4,351
|
|
|
$
|
194
|
|
|
$
|
4,545
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net Income (Loss)
|
$
|
(297
|
)
|
|
$
|
708
|
|
|
$
|
365
|
|
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
795
|
|
|
778
|
|
|
781
|
|
|||
Amortization and Write-Off of Debt Issuance Costs
|
15
|
|
|
15
|
|
|
21
|
|
|||
Provision for Deferred Income Taxes
|
323
|
|
|
131
|
|
|
366
|
|
|||
Net Pension Curtailments and Settlements (Note 17)
|
6
|
|
|
22
|
|
|
19
|
|
|||
Net Rationalization Charges (Note 3)
|
205
|
|
|
44
|
|
|
135
|
|
|||
Rationalization Payments
|
(59
|
)
|
|
(174
|
)
|
|
(154
|
)
|
|||
Net Gains on Asset Sales (Note 5)
|
(16
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
Gain on TireHub transaction, net of transaction costs (Note 5)
|
—
|
|
|
(272
|
)
|
|
—
|
|
|||
Operating Lease Expense (Note 14)
|
292
|
|
|
—
|
|
|
—
|
|
|||
Operating Lease Payments (Note 14)
|
(267
|
)
|
|
—
|
|
|
—
|
|
|||
Pension Contributions and Direct Payments
|
(79
|
)
|
|
(74
|
)
|
|
(90
|
)
|
|||
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
|
|
|
|
|
|
||||||
Accounts Receivable
|
71
|
|
|
(172
|
)
|
|
(147
|
)
|
|||
Inventories
|
6
|
|
|
(171
|
)
|
|
(44
|
)
|
|||
Accounts Payable — Trade
|
5
|
|
|
223
|
|
|
85
|
|
|||
Compensation and Benefits
|
184
|
|
|
(26
|
)
|
|
(65
|
)
|
|||
Other Current Liabilities
|
(50
|
)
|
|
(181
|
)
|
|
(76
|
)
|
|||
Other Assets and Liabilities
|
73
|
|
|
66
|
|
|
(24
|
)
|
|||
Total Cash Flows from Operating Activities
|
1,207
|
|
|
916
|
|
|
1,158
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital Expenditures
|
(770
|
)
|
|
(811
|
)
|
|
(881
|
)
|
|||
Asset Dispositions (Note 5)
|
12
|
|
|
2
|
|
|
12
|
|
|||
Short Term Securities Acquired
|
(113
|
)
|
|
(68
|
)
|
|
(83
|
)
|
|||
Short Term Securities Redeemed
|
106
|
|
|
68
|
|
|
83
|
|
|||
Notes Receivable
|
(7
|
)
|
|
(55
|
)
|
|
—
|
|
|||
Other Transactions
|
(28
|
)
|
|
(3
|
)
|
|
(10
|
)
|
|||
Total Cash Flows from Investing Activities
|
(800
|
)
|
|
(867
|
)
|
|
(879
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Short Term Debt and Overdrafts Incurred
|
1,880
|
|
|
1,944
|
|
|
1,054
|
|
|||
Short Term Debt and Overdrafts Paid
|
(1,933
|
)
|
|
(1,795
|
)
|
|
(1,046
|
)
|
|||
Long Term Debt Incurred
|
5,942
|
|
|
6,455
|
|
|
6,463
|
|
|||
Long Term Debt Paid
|
(6,008
|
)
|
|
(6,469
|
)
|
|
(6,342
|
)
|
|||
Common Stock Issued (Note 18)
|
1
|
|
|
4
|
|
|
14
|
|
|||
Common Stock Repurchased (Note 20)
|
—
|
|
|
(220
|
)
|
|
(400
|
)
|
|||
Common Stock Dividends Paid (Note 20)
|
(148
|
)
|
|
(138
|
)
|
|
(110
|
)
|
|||
Transactions with Minority Interests in Subsidiaries
|
(26
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|||
Debt Related Costs and Other Transactions
|
(15
|
)
|
|
7
|
|
|
(41
|
)
|
|||
Total Cash Flows from Financing Activities
|
(307
|
)
|
|
(243
|
)
|
|
(415
|
)
|
|||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
1
|
|
|
(43
|
)
|
|
57
|
|
|||
Net Change in Cash, Cash Equivalents and Restricted Cash
|
101
|
|
|
(237
|
)
|
|
(79
|
)
|
|||
Cash, Cash Equivalents and Restricted Cash at Beginning of the Year
|
873
|
|
|
1,110
|
|
|
1,189
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of the Year
|
$
|
974
|
|
|
$
|
873
|
|
|
$
|
1,110
|
|
|
Balance at
|
|
Adjustment for
|
|
Balance at
|
||||||
(In millions)
|
December 31, 2018
|
|
New Standard
|
|
January 1, 2019
|
||||||
Deferred Income Taxes — Asset
|
$
|
1,847
|
|
|
$
|
7
|
|
|
$
|
1,854
|
|
Operating Lease Right-of-Use Assets
|
—
|
|
|
882
|
|
|
882
|
|
|||
Property, Plant and Equipment, less Accumulated Depreciation
|
7,259
|
|
|
(16
|
)
|
|
7,243
|
|
|||
Operating Lease Liabilities due Within One Year
|
—
|
|
|
204
|
|
|
204
|
|
|||
Operating Lease Liabilities
|
—
|
|
|
684
|
|
|
684
|
|
|||
Long Term Debt and Finance Leases
|
5,110
|
|
|
14
|
|
|
5,124
|
|
|||
Other Long Term Liabilities
|
471
|
|
|
(6
|
)
|
|
465
|
|
|||
Retained Earnings
|
6,597
|
|
|
(23
|
)
|
|
6,574
|
|
•
|
general and product liabilities and other litigation,
|
•
|
workers’ compensation,
|
•
|
recoverability of intangibles and other long-lived assets,
|
•
|
deferred tax asset valuation allowances and uncertain income tax positions,
|
•
|
pension and other postretirement benefits, and
|
•
|
various other operating allowances and accruals, based on currently available information.
|
|
December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and Cash Equivalents
|
$
|
908
|
|
|
$
|
801
|
|
|
$
|
1,043
|
|
Restricted Cash
|
66
|
|
|
72
|
|
|
67
|
|
|||
Total Cash, Cash Equivalents and Restricted Cash
|
$
|
974
|
|
|
$
|
873
|
|
|
$
|
1,110
|
|
•
|
Expected term represents the period of time that options granted are expected to be outstanding based on our historical experience of option exercises;
|
•
|
Expected volatility is measured using the weighted average of historical daily changes in the market price of our common stock over the expected term of the award and implied volatility calculated for our exchange traded options with an expiration date greater than one year;
|
•
|
Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and
|
•
|
Forfeitures are based substantially on the history of cancellations of similar awards granted in prior years.
|
•
|
Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
|
|
|
Europe, Middle East
|
|
|
|
|
||||||||
(In millions)
|
Americas
|
|
and Africa
|
|
Asia Pacific
|
|
Total
|
||||||||
Tire unit sales
|
$
|
6,300
|
|
|
$
|
4,300
|
|
|
$
|
1,924
|
|
|
$
|
12,524
|
|
Other tire and related sales
|
659
|
|
|
363
|
|
|
117
|
|
|
1,139
|
|
||||
Retail services and service related sales
|
535
|
|
|
39
|
|
|
70
|
|
|
644
|
|
||||
Chemical sales
|
403
|
|
|
—
|
|
|
—
|
|
|
403
|
|
||||
Other
|
25
|
|
|
6
|
|
|
4
|
|
|
35
|
|
||||
Net Sales by reportable segment
|
$
|
7,922
|
|
|
$
|
4,708
|
|
|
$
|
2,115
|
|
|
$
|
14,745
|
|
|
|
|
Europe, Middle East
|
|
|
|
|
||||||||
(In millions)
|
Americas
|
|
and Africa
|
|
Asia Pacific
|
|
Total
|
||||||||
Tire unit sales
|
$
|
6,381
|
|
|
$
|
4,670
|
|
|
$
|
2,009
|
|
|
$
|
13,060
|
|
Other tire and related sales
|
656
|
|
|
379
|
|
|
127
|
|
|
1,162
|
|
||||
Retail services and service related sales
|
564
|
|
|
34
|
|
|
77
|
|
|
675
|
|
||||
Chemical sales
|
554
|
|
|
—
|
|
|
—
|
|
|
554
|
|
||||
Other
|
13
|
|
|
7
|
|
|
4
|
|
|
24
|
|
||||
Net Sales by reportable segment
|
$
|
8,168
|
|
|
$
|
5,090
|
|
|
$
|
2,217
|
|
|
$
|
15,475
|
|
(In millions)
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
78
|
|
|
$
|
121
|
|
Revenue deferred during period
|
155
|
|
|
116
|
|
||
Revenue recognized during period
|
(179
|
)
|
|
(159
|
)
|
||
Impact of foreign currency translation
|
—
|
|
|
—
|
|
||
Balance at December 31
|
$
|
54
|
|
|
$
|
78
|
|
(In millions)
|
Associate-Related Costs
|
|
Other Costs
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
214
|
|
|
$
|
5
|
|
|
$
|
219
|
|
2017 charges(1)
|
103
|
|
|
32
|
|
|
135
|
|
|||
Incurred, net of foreign currency translation of $25 million and $1 million, respectively
|
(94
|
)
|
|
(34
|
)
|
|
(128
|
)
|
|||
Reversed to the Statement of Operations
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Balance at December 31, 2017
|
$
|
210
|
|
|
$
|
3
|
|
|
$
|
213
|
|
2018 charges(1)
|
47
|
|
|
17
|
|
|
64
|
|
|||
Incurred, net of foreign currency translation of $(3) million and $0 million, respectively
|
(158
|
)
|
|
(19
|
)
|
|
(177
|
)
|
|||
Reversed to the Statement of Operations
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Balance at December 31, 2018
|
$
|
80
|
|
|
$
|
1
|
|
|
$
|
81
|
|
2019 charges(1)
|
185
|
|
|
19
|
|
|
204
|
|
|||
Incurred, net of foreign currency translation of $(2) million and $0 million, respectively
|
(41
|
)
|
|
(20
|
)
|
|
(61
|
)
|
|||
Reversed to the Statement of Operations
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance at December 31, 2019
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
220
|
|
(1)
|
Charges of $204 million, $64 million and $135 million in 2019, 2018 and 2017, respectively, exclude $5 million, $(1) million and $13 million, respectively, of benefit plan curtailments and settlements recorded in Rationalizations in the Statement of Operations.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current Year Plans
|
|
|
|
|
|
|
||||||
Associate severance and other related costs
|
|
$
|
183
|
|
|
$
|
40
|
|
|
$
|
81
|
|
Benefit plan curtailment and special termination benefits
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Other exit and non-cancelable lease costs
|
|
11
|
|
|
—
|
|
|
2
|
|
|||
Current Year Plans - Net Charges
|
|
$
|
199
|
|
|
$
|
40
|
|
|
$
|
83
|
|
|
|
|
|
|
|
|
||||||
Prior Year Plans
|
|
|
|
|
|
|
||||||
Associate severance and other related costs
|
|
$
|
(2
|
)
|
|
$
|
(11
|
)
|
|
$
|
9
|
|
Benefit plan curtailment and special termination benefits
|
|
—
|
|
|
(1
|
)
|
|
13
|
|
|||
Other exit and non-cancelable lease costs
|
|
8
|
|
|
16
|
|
|
30
|
|
|||
Prior Year Plans - Net Charges
|
|
6
|
|
|
4
|
|
|
52
|
|
|||
Total Net Charges
|
|
$
|
205
|
|
|
$
|
44
|
|
|
$
|
135
|
|
Asset write-off and accelerated depreciation charges
|
|
$
|
15
|
|
|
$
|
4
|
|
|
$
|
40
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest expense before capitalization
|
$
|
351
|
|
|
$
|
335
|
|
|
$
|
358
|
|
Capitalized interest
|
(11
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|||
|
$
|
340
|
|
|
$
|
321
|
|
|
$
|
335
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Gain on TireHub transaction, net of transaction costs
|
$
|
—
|
|
|
$
|
(272
|
)
|
|
$
|
—
|
|
Non-service related pension and other postretirement benefits costs
|
118
|
|
|
121
|
|
|
62
|
|
|||
Interest income on indirect tax settlements in Brazil
|
(8
|
)
|
|
(38
|
)
|
|
—
|
|
|||
Financing fees and financial instruments expense
|
34
|
|
|
36
|
|
|
55
|
|
|||
Net foreign currency exchange (gains) losses
|
(22
|
)
|
|
(16
|
)
|
|
(7
|
)
|
|||
General and product liability expense - discontinued products
|
11
|
|
|
9
|
|
|
—
|
|
|||
Royalty income
|
(19
|
)
|
|
(20
|
)
|
|
(32
|
)
|
|||
Net (gains) losses on asset sales
|
(16
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
Interest income
|
(18
|
)
|
|
(16
|
)
|
|
(13
|
)
|
|||
Miscellaneous expense
|
18
|
|
|
23
|
|
|
19
|
|
|||
|
$
|
98
|
|
|
$
|
(174
|
)
|
|
$
|
70
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
(39
|
)
|
|
$
|
439
|
|
|
$
|
394
|
|
Foreign
|
216
|
|
|
572
|
|
|
484
|
|
|||
|
$
|
177
|
|
|
$
|
1,011
|
|
|
$
|
878
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. federal income tax expense at the statutory rate of 21% (35% for 2017)
|
$
|
37
|
|
|
$
|
212
|
|
|
$
|
307
|
|
Federal and state tax on accelerated royalty income transaction
|
334
|
|
|
—
|
|
|
—
|
|
|||
Net establishment (release) of foreign valuation allowances
|
140
|
|
|
(5
|
)
|
|
1
|
|
|||
Net establishment (release) of U.S. valuation allowances
|
(98
|
)
|
|
25
|
|
|
5
|
|
|||
Net foreign losses (income) with no tax due to valuation allowances
|
48
|
|
|
7
|
|
|
(7
|
)
|
|||
U.S. charges (benefits) related to foreign tax credits, R&D and foreign derived intangible deduction
|
(17
|
)
|
|
20
|
|
|
(23
|
)
|
|||
Adjustment for foreign income taxed at different rates
|
16
|
|
|
30
|
|
|
(55
|
)
|
|||
Net establishment (resolution) of uncertain tax positions
|
7
|
|
|
18
|
|
|
(6
|
)
|
|||
Deferred tax impact of enacted tax rate and law changes
|
3
|
|
|
—
|
|
|
389
|
|
|||
State income taxes, net of U.S. federal benefit
|
(1
|
)
|
|
(1
|
)
|
|
9
|
|
|||
Provision for undistributed foreign earnings, net
|
—
|
|
|
(9
|
)
|
|
(162
|
)
|
|||
Transition tax
|
—
|
|
|
8
|
|
|
77
|
|
|||
Domestic production activities deduction
|
—
|
|
|
(1
|
)
|
|
(16
|
)
|
|||
Other
|
5
|
|
|
(1
|
)
|
|
(6
|
)
|
|||
United States and Foreign Tax Expense
|
$
|
474
|
|
|
$
|
303
|
|
|
$
|
513
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
(22
|
)
|
Foreign
|
134
|
|
|
188
|
|
|
166
|
|
|||
State
|
17
|
|
|
(1
|
)
|
|
3
|
|
|||
|
151
|
|
|
172
|
|
|
147
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
133
|
|
|
120
|
|
|
389
|
|
|||
Foreign
|
153
|
|
|
6
|
|
|
(8
|
)
|
|||
State
|
37
|
|
|
5
|
|
|
(15
|
)
|
|||
|
323
|
|
|
131
|
|
|
366
|
|
|||
United States and Foreign Tax Expense
|
$
|
474
|
|
|
$
|
303
|
|
|
$
|
513
|
|
(In millions)
|
2019
|
|
2018
|
||||
Tax loss carryforwards and credits
|
$
|
1,159
|
|
|
$
|
1,473
|
|
Prepaid royalty income
|
576
|
|
|
—
|
|
||
Capitalized research and development expenditures
|
416
|
|
|
404
|
|
||
Accrued expenses deductible as paid
|
347
|
|
|
261
|
|
||
Postretirement benefits and pensions
|
221
|
|
|
207
|
|
||
Rationalizations and other provisions
|
38
|
|
|
26
|
|
||
Vacation and sick pay
|
23
|
|
|
23
|
|
||
Deferred interest deductions
|
—
|
|
|
40
|
|
||
Other
|
106
|
|
|
111
|
|
||
|
2,886
|
|
|
2,545
|
|
||
Valuation allowance
|
(982
|
)
|
|
(317
|
)
|
||
Total deferred tax assets
|
1,904
|
|
|
2,228
|
|
||
Property basis differences
|
(466
|
)
|
|
(475
|
)
|
||
Tax on undistributed earnings of subsidiaries
|
(1
|
)
|
|
(1
|
)
|
||
Total net deferred tax assets
|
$
|
1,437
|
|
|
$
|
1,752
|
|
Reconciliation of Unrecognized Tax Benefits
|
|
|
|
|
|
||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
71
|
|
|
$
|
52
|
|
|
$
|
63
|
|
Increases related to prior year tax positions
|
24
|
|
|
9
|
|
|
2
|
|
|||
Decreases related to prior year tax positions
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Settlements
|
(11
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|||
Foreign currency impact
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Increases related to current year tax positions
|
—
|
|
|
21
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Balance at December 31
|
$
|
82
|
|
|
$
|
71
|
|
|
$
|
52
|
|
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings (loss) per share — basic:
|
|
|
|
|
|
||||||
Goodyear net income (loss)
|
$
|
(311
|
)
|
|
$
|
693
|
|
|
$
|
346
|
|
Weighted average shares outstanding
|
233
|
|
|
237
|
|
|
249
|
|
|||
Earnings (loss) per common share — basic
|
$
|
(1.33
|
)
|
|
$
|
2.92
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share — diluted:
|
|
|
|
|
|
||||||
Goodyear net income (loss)
|
$
|
(311
|
)
|
|
$
|
693
|
|
|
$
|
346
|
|
Weighted average shares outstanding
|
233
|
|
|
237
|
|
|
249
|
|
|||
Dilutive effect of stock options and other dilutive securities
|
—
|
|
|
2
|
|
|
4
|
|
|||
Weighted average shares outstanding — diluted
|
233
|
|
|
239
|
|
|
253
|
|
|||
Earnings (loss) per common share — diluted
|
$
|
(1.33
|
)
|
|
$
|
2.89
|
|
|
$
|
1.37
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
7,922
|
|
|
$
|
8,168
|
|
|
$
|
8,212
|
|
Europe, Middle East and Africa
|
4,708
|
|
|
5,090
|
|
|
4,928
|
|
|||
Asia Pacific
|
2,115
|
|
|
2,217
|
|
|
2,237
|
|
|||
Net Sales
|
$
|
14,745
|
|
|
$
|
15,475
|
|
|
$
|
15,377
|
|
Segment Operating Income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
550
|
|
|
$
|
654
|
|
|
$
|
847
|
|
Europe, Middle East and Africa
|
202
|
|
|
363
|
|
|
367
|
|
|||
Asia Pacific
|
193
|
|
|
257
|
|
|
342
|
|
|||
Total Segment Operating Income
|
945
|
|
|
1,274
|
|
|
1,556
|
|
|||
Less:
|
|
|
|
|
|
||||||
Rationalizations
|
205
|
|
|
44
|
|
|
135
|
|
|||
Interest expense
|
340
|
|
|
321
|
|
|
335
|
|
|||
Other (income) expense (1)
|
98
|
|
|
(174
|
)
|
|
70
|
|
|||
Asset write-offs and accelerated depreciation
|
15
|
|
|
4
|
|
|
40
|
|
|||
Corporate incentive compensation plans
|
50
|
|
|
13
|
|
|
33
|
|
|||
Retained expenses of divested operations
|
10
|
|
|
9
|
|
|
13
|
|
|||
Other (2)
|
50
|
|
|
46
|
|
|
52
|
|
|||
Income before Income Taxes
|
$
|
177
|
|
|
$
|
1,011
|
|
|
$
|
878
|
|
(1)
|
Refer to Note to the Consolidated Financial Statements No. 5, Other (Income) Expense, in this Form 10-K.
|
(2)
|
Primarily represents unallocated corporate costs and the elimination of $17 million, $18 million and $30 million for the years ended December 31, 2019, 2018 and 2017, respectively, of royalty income attributable to the strategic business units.
|
(In millions)
|
2019
|
|
2018
|
|
|
||||
Assets
|
|
|
|
|
|
||||
Americas
|
$
|
7,606
|
|
|
$
|
7,160
|
|
|
|
Europe, Middle East and Africa
|
4,724
|
|
|
4,809
|
|
|
|
||
Asia Pacific
|
2,711
|
|
|
2,602
|
|
|
|
||
Total Segment Assets
|
15,041
|
|
|
14,571
|
|
|
|
||
Corporate(1)
|
2,144
|
|
|
2,301
|
|
|
|
||
|
$
|
17,185
|
|
|
$
|
16,872
|
|
|
|
(1)
|
Corporate includes substantially all of our U.S. net deferred tax assets.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
6,489
|
|
|
$
|
6,692
|
|
|
$
|
6,678
|
|
Germany (1)
|
979
|
|
|
1,691
|
|
|
1,874
|
|
|||
Other international
|
7,277
|
|
|
7,092
|
|
|
6,825
|
|
|||
|
$
|
14,745
|
|
|
$
|
15,475
|
|
|
$
|
15,377
|
|
Long-Lived Assets
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
2,681
|
|
|
$
|
2,734
|
|
|
|
||
China
|
722
|
|
|
762
|
|
|
|
||||
Other international
|
3,805
|
|
|
3,763
|
|
|
|
||||
|
$
|
7,208
|
|
|
$
|
7,259
|
|
|
|
(1)
|
The 2018 and 2019 decrease in net sales primarily related to a business reorganization that centralized our OE sales for EMEA in Luxembourg.
|
•
|
$337 million or 37% in Asia Pacific, primarily China, India and Japan ($278 million or 35% at December 31, 2018),
|
•
|
$214 million or 24% in EMEA, primarily Belgium ($261 million or 33% at December 31, 2018), and
|
•
|
$190 million or 21% in Americas, primarily Brazil, Canada and Chile ($134 million or 17% at December 31, 2018).
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rationalizations
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
90
|
|
|
$
|
3
|
|
|
$
|
6
|
|
Europe, Middle East and Africa
|
115
|
|
|
36
|
|
|
111
|
|
|||
Asia Pacific
|
—
|
|
|
3
|
|
|
2
|
|
|||
Total Segment Rationalizations
|
$
|
205
|
|
|
$
|
42
|
|
|
$
|
119
|
|
Corporate
|
—
|
|
|
2
|
|
|
16
|
|
|||
|
$
|
205
|
|
|
$
|
44
|
|
|
$
|
135
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net (Gains) Losses on Asset Sales
|
|
|
|
|
|
|
|
|
|||
Americas(1)
|
$
|
—
|
|
|
$
|
(275
|
)
|
|
$
|
(4
|
)
|
Europe, Middle East and Africa
|
(16
|
)
|
|
2
|
|
|
(10
|
)
|
|||
Total Segment Asset Sales
|
$
|
(16
|
)
|
|
$
|
(273
|
)
|
|
$
|
(14
|
)
|
(1)
|
Americas Net (Gains) Losses on Asset Sales for the year ended December 31, 2018 includes the gain of $272 million related to the TireHub transaction, net of transaction costs.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Asset Write-offs and Accelerated Depreciation
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Europe, Middle East and Africa
|
2
|
|
|
4
|
|
|
40
|
|
|||
Total Segment Asset Write-offs and Accelerated Depreciation
|
$
|
15
|
|
|
$
|
4
|
|
|
$
|
40
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
369
|
|
|
$
|
406
|
|
|
$
|
525
|
|
Europe, Middle East and Africa
|
227
|
|
|
180
|
|
|
159
|
|
|||
Asia Pacific
|
141
|
|
|
188
|
|
|
164
|
|
|||
Total Segment Capital Expenditures
|
$
|
737
|
|
|
$
|
774
|
|
|
$
|
848
|
|
Corporate
|
33
|
|
|
37
|
|
|
33
|
|
|||
|
$
|
770
|
|
|
$
|
811
|
|
|
$
|
881
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
430
|
|
|
$
|
414
|
|
|
$
|
398
|
|
Europe, Middle East and Africa
|
197
|
|
|
201
|
|
|
191
|
|
|||
Asia Pacific
|
133
|
|
|
131
|
|
|
124
|
|
|||
Total Segment Depreciation and Amortization
|
$
|
760
|
|
|
$
|
746
|
|
|
$
|
713
|
|
Corporate
|
35
|
|
|
32
|
|
|
68
|
|
|||
|
$
|
795
|
|
|
$
|
778
|
|
|
$
|
781
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Equity in (Income) Loss
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
32
|
|
|
$
|
11
|
|
|
$
|
(5
|
)
|
Europe, Middle East and Africa
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Total Segment Equity in (Income) Loss
|
$
|
32
|
|
|
$
|
10
|
|
|
$
|
(5
|
)
|
(In millions)
|
2019
|
|
2018
|
||||
Accounts receivable
|
$
|
2,052
|
|
|
$
|
2,143
|
|
Allowance for doubtful accounts
|
(111
|
)
|
|
(113
|
)
|
||
|
$
|
1,941
|
|
|
$
|
2,030
|
|
(In millions)
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
530
|
|
|
$
|
569
|
|
Work in process
|
143
|
|
|
152
|
|
||
Finished goods
|
2,178
|
|
|
2,135
|
|
||
|
$
|
2,851
|
|
|
$
|
2,856
|
|
(In millions)
|
Balance at December 31, 2018
|
|
Acquisitions
|
|
Divestitures
|
|
Translation
|
|
Balance at December 31, 2019
|
||||||||||
Americas
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91
|
|
Europe, Middle East and Africa
|
415
|
|
|
2
|
|
|
—
|
|
|
(6
|
)
|
|
411
|
|
|||||
Asia Pacific
|
63
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
63
|
|
|||||
|
$
|
569
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
565
|
|
(In millions)
|
Balance at December 31, 2017
|
|
Acquisitions
|
|
Divestitures
|
|
Translation
|
|
Balance at December 31, 2018
|
||||||||||
Americas
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91
|
|
Europe, Middle East and Africa
|
437
|
|
|
2
|
|
|
—
|
|
|
(24
|
)
|
|
415
|
|
|||||
Asia Pacific
|
67
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
63
|
|
|||||
|
$
|
595
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
569
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
(In millions)
|
Gross Carrying Amount(1)
|
|
Accumulated Amortization(1)
|
|
Net Carrying Amount
|
|
Gross Carrying Amount(1)
|
|
Accumulated Amortization(1)
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets with indefinite lives
|
$
|
124
|
|
|
$
|
(6
|
)
|
|
$
|
118
|
|
|
$
|
124
|
|
|
$
|
(6
|
)
|
|
$
|
118
|
|
Trademarks and patents
|
24
|
|
|
(19
|
)
|
|
5
|
|
|
23
|
|
|
(19
|
)
|
|
4
|
|
||||||
Other intangible assets
|
25
|
|
|
(11
|
)
|
|
14
|
|
|
23
|
|
|
(9
|
)
|
|
14
|
|
||||||
|
$
|
173
|
|
|
$
|
(36
|
)
|
|
$
|
137
|
|
|
$
|
170
|
|
|
$
|
(34
|
)
|
|
$
|
136
|
|
(1)
|
Includes impact of foreign currency translation.
|
|
2019
|
|
2018
|
||||||||||||||||||||
(In millions)
|
Owned
|
|
Finance Leases
|
|
Total
|
|
Owned
|
|
Capital Leases
|
|
Total
|
||||||||||||
Property, plant and equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Land
|
$
|
425
|
|
|
$
|
1
|
|
|
$
|
426
|
|
|
$
|
427
|
|
|
$
|
—
|
|
|
$
|
427
|
|
Buildings(1)
|
2,431
|
|
|
227
|
|
|
2,658
|
|
|
2,564
|
|
|
29
|
|
|
2,593
|
|
||||||
Machinery and equipment
|
13,624
|
|
|
30
|
|
|
13,654
|
|
|
13,440
|
|
|
43
|
|
|
13,483
|
|
||||||
Construction in progress
|
681
|
|
|
1
|
|
|
682
|
|
|
654
|
|
|
1
|
|
|
655
|
|
||||||
|
17,161
|
|
|
259
|
|
|
17,420
|
|
|
17,085
|
|
|
73
|
|
|
17,158
|
|
||||||
Accumulated depreciation
|
(10,438
|
)
|
|
(50
|
)
|
|
(10,488
|
)
|
|
(10,128
|
)
|
|
(33
|
)
|
|
(10,161
|
)
|
||||||
|
6,723
|
|
|
209
|
|
|
6,932
|
|
|
6,957
|
|
|
40
|
|
|
6,997
|
|
||||||
Spare parts
|
276
|
|
|
—
|
|
|
276
|
|
|
262
|
|
|
—
|
|
|
262
|
|
||||||
|
$
|
6,999
|
|
|
$
|
209
|
|
|
$
|
7,208
|
|
|
$
|
7,219
|
|
|
$
|
40
|
|
|
$
|
7,259
|
|
(1)
|
Includes finance lease obligations related to our Global and Americas Headquarters at December 31, 2019 as a result of the adoption of the new lease accounting standard.
|
(In millions)
|
2019
|
||
Operating Lease Expense
|
$
|
292
|
|
Finance Lease Expense:
|
|
||
Amortization of ROU assets
|
11
|
|
|
Interest on lease liabilities
|
21
|
|
|
Short Term Lease Expense
|
6
|
|
|
Variable Lease Expense
|
7
|
|
|
Sublease Income
|
(15
|
)
|
|
Total Lease Expense
|
$
|
322
|
|
(In millions)
|
|
2018
|
|
2017
|
||||
Gross rental expense
|
|
$
|
333
|
|
|
$
|
332
|
|
Sublease rental income
|
|
(16
|
)
|
|
(17
|
)
|
||
|
|
$
|
317
|
|
|
$
|
315
|
|
(In millions, except lease term and discount rate)
|
|
||
Operating Leases
|
|
||
Operating Lease ROU Assets
|
$
|
855
|
|
|
|
||
Operating Lease Liabilities due Within One Year
|
$
|
199
|
|
Operating Lease Liabilities
|
668
|
|
|
Total Operating Lease Liabilities
|
$
|
867
|
|
|
|
||
Finance Leases
|
|
||
Property, Plant and Equipment, at cost
|
$
|
259
|
|
Accumulated Depreciation
|
(50
|
)
|
|
Property, Plant and Equipment, net
|
$
|
209
|
|
|
|
||
Long Term Debt and Finance Leases due Within One Year
|
$
|
6
|
|
Long Term Debt and Finance Leases
|
243
|
|
|
Total Finance Lease Liabilities
|
$
|
249
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating Leases
|
7.2 years
|
|
|
Finance Leases
|
31.6 years
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
||
Operating Leases
|
6.69
|
%
|
|
Finance Leases
|
8.46
|
%
|
(In millions)
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
242
|
|
|
$
|
25
|
|
2021
|
192
|
|
|
35
|
|
||
2022
|
141
|
|
|
22
|
|
||
2023
|
109
|
|
|
21
|
|
||
2024
|
81
|
|
|
20
|
|
||
Thereafter
|
359
|
|
|
690
|
|
||
Total Lease Payments
|
1,124
|
|
|
813
|
|
||
Less: Imputed Interest
|
257
|
|
|
564
|
|
||
Total
|
$
|
867
|
|
|
$
|
249
|
|
|
December 31,
|
|
December 31,
|
||||
(In millions)
|
2019
|
|
2018
|
||||
Chinese credit facilities
|
$
|
118
|
|
|
$
|
122
|
|
Other domestic and foreign debt
|
230
|
|
|
288
|
|
||
Notes Payable and Overdrafts
|
$
|
348
|
|
|
$
|
410
|
|
Weighted average interest rate
|
4.92
|
%
|
|
8.03
|
%
|
||
|
|
|
|
||||
Chinese credit facilities
|
$
|
95
|
|
|
$
|
32
|
|
8.75% note due 2020
|
280
|
|
|
—
|
|
||
Other domestic and foreign debt (including finance leases)
|
187
|
|
|
211
|
|
||
Long Term Debt and Finance Leases due Within One Year
|
$
|
562
|
|
|
$
|
243
|
|
Weighted average interest rate
|
6.58
|
%
|
|
4.57
|
%
|
||
Total obligations due within one year
|
$
|
910
|
|
|
$
|
653
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
|
|
|
|
|
|
||||||
(In millions)
|
Amount
|
|
Interest Rate
|
|
Amount
|
|
Interest Rate
|
||||||
Notes:
|
|
|
|
|
|
|
|
||||||
8.75% due 2020
|
$
|
280
|
|
|
|
|
$
|
278
|
|
|
|
||
5.125% due 2023
|
1,000
|
|
|
|
|
1,000
|
|
|
|
||||
3.75% Euro Notes due 2023
|
281
|
|
|
|
|
286
|
|
|
|
||||
5% due 2026
|
900
|
|
|
|
|
900
|
|
|
|
||||
4.875% due 2027
|
700
|
|
|
|
|
700
|
|
|
|
||||
7% due 2028
|
150
|
|
|
|
|
150
|
|
|
|
||||
Credit Facilities:
|
|
|
|
|
|
|
|
||||||
First lien revolving credit facility due 2021
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Second lien term loan facility due 2025
|
400
|
|
|
3.97
|
%
|
|
400
|
|
|
4.46
|
%
|
||
European revolving credit facility due 2024
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Pan-European accounts receivable facility
|
327
|
|
|
0.98
|
%
|
|
335
|
|
|
1.01
|
%
|
||
Mexican credit facilities
|
200
|
|
|
3.44
|
%
|
|
200
|
|
|
4.30
|
%
|
||
Chinese credit facilities
|
195
|
|
|
4.87
|
%
|
|
219
|
|
|
5.03
|
%
|
||
Other foreign and domestic debt(1)
|
661
|
|
|
4.02
|
%
|
|
884
|
|
|
5.35
|
%
|
||
|
5,094
|
|
|
|
|
5,352
|
|
|
|
||||
Unamortized deferred financing fees
|
(28
|
)
|
|
|
|
(36
|
)
|
|
|
||||
|
5,066
|
|
|
|
|
5,316
|
|
|
|
||||
Finance lease obligations(2)
|
249
|
|
|
|
|
37
|
|
|
|
||||
|
5,315
|
|
|
|
|
5,353
|
|
|
|
||||
Less portion due within one year
|
(562
|
)
|
|
|
|
(243
|
)
|
|
|
||||
|
$
|
4,753
|
|
|
|
|
$
|
5,110
|
|
|
|
(1)
|
Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions.
|
(2)
|
Includes finance lease obligations related to our Global and Americas Headquarters at December 31, 2019.
|
•
|
U.S. and Canadian accounts receivable and inventory;
|
•
|
certain of our U.S. manufacturing facilities;
|
•
|
equity interests in our U.S. subsidiaries and up to 65% of the equity interests in our directly owned foreign subsidiaries; and
|
•
|
substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.
|
•
|
the capital stock of the principal subsidiaries of GEBV; and
|
•
|
a substantial portion of the tangible and intangible assets of GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany, including real property, equipment, inventory, contract rights, intercompany receivables and cash accounts, but excluding accounts receivable and certain cash accounts in subsidiaries that are or may become parties to securitization or factoring transactions.
|
(In millions)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
U.S.
|
$
|
283
|
|
|
$
|
1
|
|
|
$
|
166
|
|
|
$
|
998
|
|
|
$
|
—
|
|
Foreign
|
628
|
|
|
264
|
|
|
227
|
|
|
651
|
|
|
87
|
|
|||||
|
$
|
911
|
|
|
$
|
265
|
|
|
$
|
393
|
|
|
$
|
1,649
|
|
|
$
|
87
|
|
|
December 31,
|
|
December 31,
|
||||
(In millions)
|
2019
|
|
2018
|
||||
Fair Values — Current asset (liability):
|
|
|
|
||||
Accounts Receivable
|
$
|
1
|
|
|
$
|
7
|
|
Other Current Liabilities
|
(15
|
)
|
|
(6
|
)
|
|
December 31,
|
|
December 31,
|
||||
(In millions)
|
2019
|
|
2018
|
||||
Fair Values — Current asset (liability):
|
|
|
|
||||
Accounts Receivable
|
$
|
9
|
|
|
$
|
9
|
|
Other Current Liabilities
|
(3
|
)
|
|
(1
|
)
|
||
|
|
|
|
||||
Fair Values — Long term asset (liability):
|
|
|
|
||||
Other Assets
|
$
|
1
|
|
|
$
|
2
|
|
Other Long Term Liabilities
|
(1
|
)
|
|
—
|
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Amount of gains (losses) deferred to AOCL(1)
|
$
|
10
|
|
|
$
|
12
|
|
Reclassification adjustment for amounts recognized in CGS(1)
|
(14
|
)
|
|
7
|
|
(1)
|
Excluded components deferred to AOCL and excluded components reclassified from AOCL to CGS for the twelve months ended December 31, 2019 and 2018 were not material.
|
|
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)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
11
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||||||
Total Assets at Fair Value
|
$
|
22
|
|
|
$
|
28
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign Exchange Contracts
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Liabilities at Fair Value
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
|
December 31,
|
||||
(In millions)
|
2019
|
|
2018
|
||||
Fixed Rate Debt(1):
|
|
|
|
||||
Carrying amount — liability
|
$
|
3,434
|
|
|
$
|
3,609
|
|
Fair value — liability
|
3,558
|
|
|
3,443
|
|
||
|
|
|
|
||||
Variable Rate Debt(1):
|
|
|
|
||||
Carrying amount — liability
|
$
|
1,632
|
|
|
$
|
1,707
|
|
Fair value — liability
|
1,632
|
|
|
1,689
|
|
(1)
|
Excludes Notes Payable and Overdrafts of $348 million and $410 million at December 31, 2019 and 2018, respectively, of which $143 million and $230 million, respectively, are at fixed rates and $205 million and $180 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.
|
|
Pension Plans
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Other Postretirement Benefits
|
||||||||||||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Benefits cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service cost
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
26
|
|
|
$
|
28
|
|
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
173
|
|
|
157
|
|
|
160
|
|
|
69
|
|
|
69
|
|
|
71
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|||||||||
Expected return on plan assets
|
(223
|
)
|
|
(219
|
)
|
|
(241
|
)
|
|
(59
|
)
|
|
(70
|
)
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(8
|
)
|
|
(29
|
)
|
|||||||||
Amortization of net losses
|
112
|
|
|
112
|
|
|
111
|
|
|
29
|
|
|
29
|
|
|
32
|
|
|
3
|
|
|
4
|
|
|
6
|
|
|||||||||
Net periodic cost (credit)
|
$
|
65
|
|
|
$
|
54
|
|
|
$
|
34
|
|
|
$
|
67
|
|
|
$
|
56
|
|
|
$
|
54
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
(7
|
)
|
Net curtailments/settlements/termination benefits
|
8
|
|
|
8
|
|
|
29
|
|
|
3
|
|
|
13
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total benefits cost (credit)
|
$
|
73
|
|
|
$
|
62
|
|
|
$
|
63
|
|
|
$
|
70
|
|
|
$
|
69
|
|
|
$
|
57
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
(7
|
)
|
Recognized in other comprehensive (income) loss before tax and minority:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prior service cost (credit) from plan amendments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
31
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
3
|
|
Increase (decrease) in net actuarial losses
|
4
|
|
|
14
|
|
|
128
|
|
|
201
|
|
|
(18
|
)
|
|
25
|
|
|
6
|
|
|
(14
|
)
|
|
(15
|
)
|
|||||||||
Amortization of prior service (cost) credit in net periodic cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
8
|
|
|
29
|
|
|||||||||
Amortization of net losses in net periodic cost
|
(112
|
)
|
|
(112
|
)
|
|
(111
|
)
|
|
(29
|
)
|
|
(30
|
)
|
|
(29
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures
|
(5
|
)
|
|
(11
|
)
|
|
(29
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive (income) loss before tax and minority
|
(113
|
)
|
|
(109
|
)
|
|
(12
|
)
|
|
165
|
|
|
(31
|
)
|
|
(13
|
)
|
|
14
|
|
|
(27
|
)
|
|
11
|
|
|||||||||
Total recognized in total benefits cost (credit) and other comprehensive (income) loss before tax and minority
|
$
|
(40
|
)
|
|
$
|
(47
|
)
|
|
$
|
51
|
|
|
$
|
235
|
|
|
$
|
38
|
|
|
$
|
44
|
|
|
$
|
21
|
|
|
$
|
(16
|
)
|
|
$
|
4
|
|
|
Pension Plans
|
|
|
|
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Other Postretirement Benefits
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
(4,734
|
)
|
|
$
|
(5,331
|
)
|
|
$
|
(2,774
|
)
|
|
$
|
(3,109
|
)
|
|
$
|
(234
|
)
|
|
$
|
(286
|
)
|
Newly adopted plans
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Service cost — benefits earned
|
(3
|
)
|
|
(4
|
)
|
|
(26
|
)
|
|
(28
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Interest cost
|
(173
|
)
|
|
(157
|
)
|
|
(69
|
)
|
|
(69
|
)
|
|
(11
|
)
|
|
(12
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
2
|
|
|
(29
|
)
|
|
—
|
|
|
14
|
|
||||||
Actuarial (loss) gain
|
(477
|
)
|
|
315
|
|
|
(381
|
)
|
|
40
|
|
|
(6
|
)
|
|
19
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(13
|
)
|
||||||
Curtailments/settlements/termination benefits
|
12
|
|
|
25
|
|
|
5
|
|
|
113
|
|
|
(2
|
)
|
|
—
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
177
|
|
|
(5
|
)
|
|
15
|
|
||||||
Benefit payments
|
366
|
|
|
418
|
|
|
131
|
|
|
133
|
|
|
31
|
|
|
32
|
|
||||||
Ending balance
|
$
|
(5,009
|
)
|
|
$
|
(4,734
|
)
|
|
$
|
(3,195
|
)
|
|
$
|
(2,774
|
)
|
|
$
|
(241
|
)
|
|
$
|
(234
|
)
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
4,445
|
|
|
$
|
4,978
|
|
|
$
|
2,464
|
|
|
$
|
2,806
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Newly adopted plans
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
696
|
|
|
(110
|
)
|
|
252
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions to plan assets
|
—
|
|
|
—
|
|
|
39
|
|
|
36
|
|
|
—
|
|
|
2
|
|
||||||
Cash funding of direct participant payments
|
20
|
|
|
17
|
|
|
20
|
|
|
21
|
|
|
16
|
|
|
16
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
12
|
|
|
13
|
|
||||||
Settlements
|
(15
|
)
|
|
(22
|
)
|
|
(5
|
)
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
80
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(366
|
)
|
|
(418
|
)
|
|
(131
|
)
|
|
(133
|
)
|
|
(31
|
)
|
|
(32
|
)
|
||||||
Ending balance
|
$
|
4,780
|
|
|
$
|
4,445
|
|
|
$
|
2,740
|
|
|
$
|
2,464
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Funded status at end of year
|
$
|
(229
|
)
|
|
$
|
(289
|
)
|
|
$
|
(455
|
)
|
|
$
|
(310
|
)
|
|
$
|
(241
|
)
|
|
$
|
(231
|
)
|
|
Pension Plans
|
|
|
|
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Other Postretirement Benefits
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(16
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(16
|
)
|
|
(17
|
)
|
||||||
Noncurrent liabilities
|
(213
|
)
|
|
(269
|
)
|
|
(672
|
)
|
|
(615
|
)
|
|
(225
|
)
|
|
(214
|
)
|
||||||
Net amount recognized
|
$
|
(229
|
)
|
|
$
|
(289
|
)
|
|
$
|
(455
|
)
|
|
$
|
(310
|
)
|
|
$
|
(241
|
)
|
|
$
|
(231
|
)
|
|
Pension Plans
|
|
|
|
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Other Postretirement Benefits
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Prior service (credit) cost
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
25
|
|
|
$
|
31
|
|
|
$
|
(23
|
)
|
|
$
|
(32
|
)
|
Net actuarial loss
|
2,380
|
|
|
2,493
|
|
|
782
|
|
|
611
|
|
|
30
|
|
|
25
|
|
||||||
Gross amount recognized
|
2,377
|
|
|
2,490
|
|
|
807
|
|
|
642
|
|
|
7
|
|
|
(7
|
)
|
||||||
Deferred income taxes
|
(50
|
)
|
|
(77
|
)
|
|
(135
|
)
|
|
(105
|
)
|
|
(22
|
)
|
|
(19
|
)
|
||||||
Minority shareholders’ equity
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
2,327
|
|
|
$
|
2,413
|
|
|
$
|
671
|
|
|
$
|
536
|
|
|
$
|
(15
|
)
|
|
$
|
(26
|
)
|
|
Pension Plans
|
|
Other
Postretirement
Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate:
|
|
|
|
|
|
|
|
|
|
|
|
— U.S.
|
3.22
|
%
|
|
4.24
|
%
|
|
3.14
|
%
|
|
4.16
|
%
|
— Non-U.S.
|
1.98
|
|
|
2.69
|
|
|
4.39
|
|
|
5.03
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
— U.S.
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
— Non-U.S.
|
2.92
|
|
|
2.91
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate for determining interest cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
— U.S.
|
3.85
|
%
|
|
3.09
|
%
|
|
3.18
|
%
|
|
3.79
|
%
|
|
2.99
|
%
|
|
3.02
|
%
|
— Non-U.S.
|
2.84
|
|
|
2.56
|
|
|
2.70
|
|
|
6.25
|
|
|
6.13
|
|
|
5.98
|
|
Expected long term return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— U.S.
|
5.25
|
|
|
4.58
|
|
|
5.08
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
— Non-U.S.
|
2.95
|
|
|
3.02
|
|
|
3.12
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— U.S.
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
— Non-U.S.
|
2.91
|
|
|
2.91
|
|
|
3.18
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
||||||||
(In millions)
|
U.S.
|
|
Non-U.S.
|
|
|
||||||
2020
|
$
|
437
|
|
|
$
|
133
|
|
|
$
|
17
|
|
2021
|
390
|
|
|
124
|
|
|
17
|
|
|||
2022
|
373
|
|
|
128
|
|
|
16
|
|
|||
2023
|
359
|
|
|
130
|
|
|
16
|
|
|||
2024
|
346
|
|
|
138
|
|
|
15
|
|
|||
2025-2029
|
1,623
|
|
|
721
|
|
|
72
|
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
All plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
4,994
|
|
|
$
|
4,725
|
|
|
$
|
3,097
|
|
|
$
|
2,688
|
|
Plans not fully-funded:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation
|
$
|
5,009
|
|
|
$
|
4,732
|
|
|
$
|
1,059
|
|
|
$
|
908
|
|
Accumulated benefit obligation
|
4,994
|
|
|
4,723
|
|
|
991
|
|
|
852
|
|
||||
Fair value of plan assets
|
4,780
|
|
|
4,443
|
|
|
370
|
|
|
281
|
|
|
2019
|
|
2018
|
||
Health care cost trend rate assumed for the next year
|
6.3
|
%
|
|
6.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
|
|
5.0
|
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
|
2025
|
|
(In millions)
|
1% Increase
|
|
1% Decrease
|
||||
Accumulated other postretirement benefits obligation
|
$
|
13
|
|
|
$
|
(10
|
)
|
Aggregate service and interest cost
|
1
|
|
|
(1
|
)
|
|
U.S.
|
|
Non-U.S.
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Cash and short term securities
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
Equity securities
|
6
|
|
|
6
|
|
|
3
|
|
|
4
|
|
Debt securities
|
92
|
|
|
92
|
|
|
96
|
|
|
94
|
|
Alternatives
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Quoted
Prices
in Active
Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Other
Unobservable
Inputs (Level 3)
|
|
Total
|
|
Quoted
Prices in Active
Markets for
Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Other
Unobservable
Inputs (Level 3)
|
||||||||||||||||
Cash and Short Term Securities
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
29
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common and Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||||||
Commingled Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|
—
|
|
|
—
|
|
||||||||
Mutual Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Corporate Bonds
|
2,577
|
|
|
—
|
|
|
2,576
|
|
|
1
|
|
|
190
|
|
|
10
|
|
|
180
|
|
|
—
|
|
||||||||
Government Bonds
|
1,120
|
|
|
—
|
|
|
1,120
|
|
|
—
|
|
|
2,271
|
|
|
60
|
|
|
2,211
|
|
|
—
|
|
||||||||
Repurchase Agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(511
|
)
|
|
—
|
|
|
(511
|
)
|
|
—
|
|
||||||||
Asset Backed Securities
|
283
|
|
|
—
|
|
|
282
|
|
|
1
|
|
|
74
|
|
|
5
|
|
|
69
|
|
|
—
|
|
||||||||
Mutual Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
9
|
|
|
10
|
|
|
—
|
|
||||||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Insurance Contracts
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||||
Other Investments
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(5
|
)
|
|
1
|
|
||||||||
Total Investments in the Fair Value Hierarchy
|
4,031
|
|
|
$
|
47
|
|
|
$
|
3,980
|
|
|
$
|
4
|
|
|
2,159
|
|
|
$
|
178
|
|
|
$
|
1,958
|
|
|
$
|
23
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Measured at Net Asset Value, as Practical Expedient:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
9
|
|
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
||||||||||||||
Mutual Funds
|
—
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
||||||||||||||
Partnership Interests
|
267
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual Funds
|
141
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
||||||||||||||
Commingled Funds
|
310
|
|
|
|
|
|
|
|
|
604
|
|
|
|
|
|
|
|
||||||||||||||
Short Term Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commingled Funds
|
67
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
||||||||||||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
—
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
||||||||||||||
Total Investments
|
4,825
|
|
|
|
|
|
|
|
|
2,860
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
(45
|
)
|
|
|
|
|
|
|
|
|
|
|
(120
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets
|
$
|
4,780
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,740
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Quoted
Prices
in Active
Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Other
Unobservable
Inputs (Level 3)
|
|
Total
|
|
Quoted
Prices in Active
Markets for
Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Other
Unobservable
Inputs (Level 3)
|
||||||||||||||||
Cash and Short Term Securities
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
26
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common and Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||||||
Commingled Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||||||
Mutual Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Corporate Bonds
|
2,344
|
|
|
—
|
|
|
2,344
|
|
|
—
|
|
|
171
|
|
|
17
|
|
|
154
|
|
|
—
|
|
||||||||
Government Bonds
|
968
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
2,158
|
|
|
62
|
|
|
2,096
|
|
|
—
|
|
||||||||
Repurchase Agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
||||||||
Asset Backed Securities
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
67
|
|
|
5
|
|
|
62
|
|
|
—
|
|
||||||||
Mutual Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
8
|
|
|
10
|
|
|
—
|
|
||||||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Insurance Contracts
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||||
Other Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
4
|
|
|
2
|
|
||||||||
Total Investments in the Fair Value Hierarchy
|
3,425
|
|
|
$
|
48
|
|
|
$
|
3,375
|
|
|
$
|
2
|
|
|
1,864
|
|
|
$
|
155
|
|
|
$
|
1,688
|
|
|
$
|
21
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Measured at Net Asset Value, as Practical Expedient:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
11
|
|
|
|
|
|
|
|
|
56
|
|
|
|
|
|
|
|
||||||||||||||
Mutual Funds
|
—
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
||||||||||||||
Partnership Interests
|
247
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual Funds
|
90
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
||||||||||||||
Commingled Funds
|
603
|
|
|
|
|
|
|
|
|
638
|
|
|
|
|
|
|
|
||||||||||||||
Short Term Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commingled Funds
|
59
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
||||||||||||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
—
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
||||||||||||||
Total Investments
|
4,435
|
|
|
|
|
|
|
|
|
2,584
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
10
|
|
|
|
|
|
|
|
|
|
|
|
(120
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets
|
$
|
4,445
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,464
|
|
|
|
|
|
|
|
|
|
|
•
|
Cash and Short Term Securities: Cash and cash equivalents consist of U.S. and foreign currencies. Foreign currencies are reported in U.S. dollars based on currency exchange rates readily available in active markets. Short term securities held in commingled funds are valued at the NAV of units held at year end, as determined by the investment manager.
|
•
|
Equity Securities: Common and preferred stock, which are held in non-U.S. companies, are valued at the closing price reported on the active market on which the individual securities are traded. Commingled funds are valued at the NAV of units held at year end, as determined by a pricing vendor or the fund family. Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities
|
•
|
Debt Securities: Corporate and government bonds, including asset backed securities, are valued at the closing price reported on the active market on which the individual securities are traded, or based on institutional bid evaluations using proprietary models if an active market is not available. Repurchase agreements are valued at the contract price plus accrued interest. These secured borrowings are collateralized by government bonds held by the non-U.S. plans and have maturities less than one year. Commingled funds are valued at the NAV of units held at year end, as determined by a pricing vendor or the fund family. Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available.
|
•
|
Alternatives: Commingled funds are valued based on the NAV as determined by the fund manager using the most recent financial information available. Other investments primarily include derivative financial instruments, which are valued using independent pricing sources which utilize industry standard derivative valuation models. Directed insurance contracts are valued as reported by the issuer.
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Aggregate Intrinsic
Value (In millions)
|
|||||
Outstanding at January 1
|
5,580,452
|
|
|
$
|
20.14
|
|
|
|
|
|
|
|
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options exercised
|
(240,237
|
)
|
|
8.07
|
|
|
|
|
$
|
3
|
|
|
Options expired
|
(73,556
|
)
|
|
12.08
|
|
|
|
|
|
|
||
Options cancelled
|
(268,638
|
)
|
|
24.11
|
|
|
|
|
|
|||
Outstanding at December 31
|
4,998,021
|
|
|
20.61
|
|
|
3.7
|
|
7
|
|
||
Vested and expected to vest at December 31
|
4,966,300
|
|
|
20.53
|
|
|
3.7
|
|
6
|
|
||
Exercisable at December 31
|
4,709,647
|
|
|
19.83
|
|
|
3.5
|
|
7
|
|
||
Available for grant at December 31
|
12,305,582
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Exercise Price
|
|
Remaining Contractual Term (Years)
|
|||||
2/27/2017
|
|
564,976
|
|
|
378,284
|
|
|
$
|
35.26
|
|
|
7.2
|
|
2/22/2016
|
|
549,546
|
|
|
459,160
|
|
|
29.90
|
|
|
6.2
|
|
|
2/23/2015
|
|
493,730
|
|
|
493,730
|
|
|
27.16
|
|
|
5.2
|
|
|
2/24/2014
|
|
381,617
|
|
|
381,617
|
|
|
26.44
|
|
|
4.2
|
|
|
2/28/2013
|
|
913,705
|
|
|
913,705
|
|
|
12.98
|
|
|
3.2
|
|
|
2/27/2012
|
|
729,530
|
|
|
729,530
|
|
|
12.94
|
|
|
2.2
|
|
|
2/22/2011
|
|
530,288
|
|
|
530,288
|
|
|
13.91
|
|
|
1.1
|
|
|
2/23/2010
|
|
322,387
|
|
|
322,387
|
|
|
12.74
|
|
|
0.1
|
|
|
All Other
|
|
512,242
|
|
|
500,946
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
4,998,021
|
|
|
4,709,647
|
|
|
|
|
|
|
|
(1)
|
Options in the “All other” category had exercise prices ranging from $9.54 to $32.72. The weighted average exercise price for options outstanding and exercisable in that category was $20.27 and $20.00, respectively, while the remaining weighted average contractual term was 3.7 and 3.6, respectively.
|
|
|
2017
|
||
Weighted average grant date fair value
|
|
$
|
12.05
|
|
Black-Scholes model assumptions(1):
|
|
|
|
|
Expected term (years)
|
|
7.20
|
|
|
Interest rate
|
|
2.13
|
%
|
|
Volatility
|
|
33.63
|
%
|
|
Dividend yield
|
|
1.13
|
%
|
(1)
|
We review the assumptions used in our Black-Scholes model in conjunction with estimating the grant date fair value of grants of options by our Board of Directors. There were no stock options granted during 2019 or 2018.
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested at January 1
|
333,196
|
|
|
$
|
32.30
|
|
Units granted
|
453,795
|
|
|
18.01
|
|
|
Units vested
|
(123,681
|
)
|
|
36.78
|
|
|
Units forfeited
|
(75,310
|
)
|
|
27.24
|
|
|
Unvested at December 31
|
588,000
|
|
|
20.98
|
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested at January 1
|
1,388,433
|
|
|
$
|
29.81
|
|
Units granted
|
1,883,570
|
|
|
19.05
|
|
|
Units vested and settled
|
(280,593
|
)
|
|
29.64
|
|
|
Units forfeited
|
(256,935
|
)
|
|
25.49
|
|
|
Unvested at December 31
|
2,734,475
|
|
|
23.21
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Stock-based compensation expense recognized
|
$
|
27
|
|
|
$
|
16
|
|
|
$
|
22
|
|
Tax benefit
|
(7
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
After-tax stock-based compensation expense
|
$
|
20
|
|
|
$
|
12
|
|
|
$
|
16
|
|
Cash payments to settle SARs
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Cash received from stock option exercises
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
19
|
|
(Dollars in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Pending claims, beginning of year
|
43,100
|
|
|
54,300
|
|
|
64,400
|
|
|||
New claims filed during the year
|
1,500
|
|
|
1,300
|
|
|
1,900
|
|
|||
Claims settled/dismissed
|
(5,000
|
)
|
|
(12,500
|
)
|
|
(12,000
|
)
|
|||
Pending claims, end of year
|
39,600
|
|
|
43,100
|
|
|
54,300
|
|
|||
Payments(1)
|
$
|
22
|
|
|
$
|
18
|
|
|
$
|
16
|
|
(1)
|
Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.
|
(In millions)
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
|
$
|
18
|
|
|
$
|
17
|
|
Payments made during the period
|
|
(25
|
)
|
|
(26
|
)
|
||
Expense recorded during the period
|
|
29
|
|
|
28
|
|
||
Translation adjustment
|
|
—
|
|
|
(1
|
)
|
||
Balance at December 31
|
|
$
|
22
|
|
|
$
|
18
|
|
(In millions) Income (Loss)
|
Foreign Currency Translation Adjustment
|
|
Unrecognized Net Actuarial Losses and Prior Service Costs
|
|
Deferred Derivative Gains (Losses)
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
(1,155
|
)
|
|
$
|
(3,053
|
)
|
|
$
|
10
|
|
|
$
|
(4,198
|
)
|
Other comprehensive income (loss) before reclassifications
|
240
|
|
|
(103
|
)
|
|
(20
|
)
|
|
117
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
104
|
|
|
1
|
|
|
105
|
|
||||
Balance at December 31, 2017
|
$
|
(915
|
)
|
|
$
|
(3,052
|
)
|
|
$
|
(9
|
)
|
|
$
|
(3,976
|
)
|
Other comprehensive income (loss) before reclassifications
|
(245
|
)
|
|
4
|
|
|
9
|
|
|
(232
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
125
|
|
|
7
|
|
|
132
|
|
||||
Balance at December 31, 2018
|
$
|
(1,160
|
)
|
|
$
|
(2,923
|
)
|
|
$
|
7
|
|
|
$
|
(4,076
|
)
|
Other comprehensive income (loss) before reclassifications(1)
|
4
|
|
|
(168
|
)
|
|
10
|
|
|
(154
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
108
|
|
|
(14
|
)
|
|
94
|
|
||||
Balance at December 31, 2019
|
$
|
(1,156
|
)
|
|
$
|
(2,983
|
)
|
|
$
|
3
|
|
|
$
|
(4,136
|
)
|
(1)
|
Includes an increase to AOCL of $32 million in 2019 to adjust the 2018 obligation of our frozen U.K. pension plan.
|
|
|
Year Ended
December 31,
|
|
|
||||||||||
(In millions) (Income) Expense
|
|
2019
|
|
2018
|
|
2017
|
|
|
||||||
Component of AOCL
|
|
Amount Reclassified from AOCL
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||||||||
Amortization of prior service cost and unrecognized gains and losses
|
|
$
|
137
|
|
|
$
|
139
|
|
|
$
|
117
|
|
|
Other (Income) Expense
|
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures
|
|
6
|
|
|
25
|
|
|
41
|
|
|
Other (Income) Expense / Rationalizations
|
|||
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax
|
|
$
|
143
|
|
|
$
|
164
|
|
|
$
|
158
|
|
|
|
Tax effect
|
|
(35
|
)
|
|
(39
|
)
|
|
(54
|
)
|
|
United States and Foreign Taxes
|
|||
Net of tax
|
|
$
|
108
|
|
|
$
|
125
|
|
|
$
|
104
|
|
|
Goodyear Net Income (Loss)
|
|
|
|
|
|
|
|
|
|
||||||
Deferred Derivative (Gains) Losses, before tax
|
|
$
|
(14
|
)
|
|
$
|
7
|
|
|
$
|
2
|
|
|
Cost of Goods Sold
|
Tax effect
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
United States and Foreign Taxes
|
|||
Net of tax
|
|
$
|
(14
|
)
|
|
$
|
7
|
|
|
$
|
1
|
|
|
Goodyear Net Income (Loss)
|
Total reclassifications
|
|
$
|
94
|
|
|
$
|
132
|
|
|
$
|
105
|
|
|
Goodyear Net Income (Loss)
|
(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 or among 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
|
||||||||||||||||||
|
December 31, 2019
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
165
|
|
|
$
|
46
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
908
|
|
Accounts Receivable, net
|
644
|
|
|
105
|
|
|
1,192
|
|
|
—
|
|
|
1,941
|
|
|||||
Accounts Receivable From Affiliates
|
2,176
|
|
|
—
|
|
|
—
|
|
|
(2,176
|
)
|
|
—
|
|
|||||
Inventories
|
1,425
|
|
|
59
|
|
|
1,398
|
|
|
(31
|
)
|
|
2,851
|
|
|||||
Prepaid Expenses and Other Current Assets
|
74
|
|
|
321
|
|
|
332
|
|
|
(493
|
)
|
|
234
|
|
|||||
Total Current Assets
|
4,484
|
|
|
531
|
|
|
3,619
|
|
|
(2,700
|
)
|
|
5,934
|
|
|||||
Goodwill
|
24
|
|
|
—
|
|
|
418
|
|
|
123
|
|
|
565
|
|
|||||
Intangible Assets
|
116
|
|
|
1
|
|
|
20
|
|
|
—
|
|
|
137
|
|
|||||
Deferred Income Taxes
|
1,736
|
|
|
19
|
|
|
272
|
|
|
(500
|
)
|
|
1,527
|
|
|||||
Other Assets
|
468
|
|
|
56
|
|
|
2,376
|
|
|
(1,941
|
)
|
|
959
|
|
|||||
Investments in Subsidiaries
|
3,564
|
|
|
393
|
|
|
—
|
|
|
(3,957
|
)
|
|
—
|
|
|||||
Operating Lease Right-of-Use Assets
|
534
|
|
|
11
|
|
|
310
|
|
|
—
|
|
|
855
|
|
|||||
Property, Plant and Equipment
|
2,428
|
|
|
443
|
|
|
4,358
|
|
|
(21
|
)
|
|
7,208
|
|
|||||
Total Assets
|
$
|
13,354
|
|
|
$
|
1,454
|
|
|
$
|
11,373
|
|
|
$
|
(8,996
|
)
|
|
$
|
17,185
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable — Trade
|
$
|
943
|
|
|
$
|
134
|
|
|
$
|
1,831
|
|
|
$
|
—
|
|
|
$
|
2,908
|
|
Accounts Payable to Affiliates
|
—
|
|
|
24
|
|
|
2,152
|
|
|
(2,176
|
)
|
|
—
|
|
|||||
Compensation and Benefits
|
326
|
|
|
14
|
|
|
196
|
|
|
—
|
|
|
536
|
|
|||||
Other Current Liabilities
|
857
|
|
|
6
|
|
|
365
|
|
|
(494
|
)
|
|
734
|
|
|||||
Notes Payable and Overdrafts
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|||||
Operating Lease Liabilities due Within One Year
|
107
|
|
|
5
|
|
|
87
|
|
|
—
|
|
|
199
|
|
|||||
Long Term Debt and Finance Leases Due Within One Year
|
283
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
562
|
|
|||||
Total Current Liabilities
|
2,516
|
|
|
183
|
|
|
5,258
|
|
|
(2,670
|
)
|
|
5,287
|
|
|||||
Operating Lease Liabilities
|
437
|
|
|
7
|
|
|
224
|
|
|
—
|
|
|
668
|
|
|||||
Long Term Debt and Finance Leases
|
3,313
|
|
|
167
|
|
|
1,273
|
|
|
—
|
|
|
4,753
|
|
|||||
Compensation and Benefits
|
485
|
|
|
98
|
|
|
751
|
|
|
—
|
|
|
1,334
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Other Long Term Liabilities
|
2,252
|
|
|
7
|
|
|
174
|
|
|
(1,925
|
)
|
|
508
|
|
|||||
Total Liabilities
|
9,003
|
|
|
462
|
|
|
7,770
|
|
|
(4,595
|
)
|
|
12,640
|
|
|||||
Commitments and Contingent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodyear Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|||||
Other Equity
|
4,118
|
|
|
992
|
|
|
3,409
|
|
|
(4,401
|
)
|
|
4,118
|
|
|||||
Goodyear Shareholders’ Equity
|
4,351
|
|
|
992
|
|
|
3,409
|
|
|
(4,401
|
)
|
|
4,351
|
|
|||||
Minority Shareholders’ Equity — Nonredeemable
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
194
|
|
|||||
Total Shareholders’ Equity
|
4,351
|
|
|
992
|
|
|
3,603
|
|
|
(4,401
|
)
|
|
4,545
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
13,354
|
|
|
$
|
1,454
|
|
|
$
|
11,373
|
|
|
$
|
(8,996
|
)
|
|
$
|
17,185
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
127
|
|
|
$
|
30
|
|
|
$
|
644
|
|
|
$
|
—
|
|
|
$
|
801
|
|
Accounts Receivable, net
|
672
|
|
|
110
|
|
|
1,248
|
|
|
—
|
|
|
2,030
|
|
|||||
Accounts Receivable From Affiliates
|
294
|
|
|
280
|
|
|
—
|
|
|
(574
|
)
|
|
—
|
|
|||||
Inventories
|
1,425
|
|
|
71
|
|
|
1,387
|
|
|
(27
|
)
|
|
2,856
|
|
|||||
Prepaid Expenses and Other Current Assets
|
76
|
|
|
3
|
|
|
155
|
|
|
4
|
|
|
238
|
|
|||||
Total Current Assets
|
2,594
|
|
|
494
|
|
|
3,434
|
|
|
(597
|
)
|
|
5,925
|
|
|||||
Goodwill
|
24
|
|
|
1
|
|
|
420
|
|
|
124
|
|
|
569
|
|
|||||
Intangible Assets
|
117
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
136
|
|
|||||
Deferred Income Taxes
|
1,422
|
|
|
27
|
|
|
395
|
|
|
3
|
|
|
1,847
|
|
|||||
Other Assets
|
524
|
|
|
48
|
|
|
564
|
|
|
—
|
|
|
1,136
|
|
|||||
Investments in Subsidiaries
|
3,758
|
|
|
445
|
|
|
—
|
|
|
(4,203
|
)
|
|
—
|
|
|||||
Operating Lease Right-of-Use Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Property, Plant and Equipment
|
2,482
|
|
|
430
|
|
|
4,371
|
|
|
(24
|
)
|
|
7,259
|
|
|||||
Total Assets
|
$
|
10,921
|
|
|
$
|
1,445
|
|
|
$
|
9,203
|
|
|
$
|
(4,697
|
)
|
|
$
|
16,872
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable — Trade
|
$
|
960
|
|
|
$
|
131
|
|
|
$
|
1,829
|
|
|
$
|
—
|
|
|
$
|
2,920
|
|
Accounts Payable to Affiliates
|
—
|
|
|
—
|
|
|
574
|
|
|
(574
|
)
|
|
—
|
|
|||||
Compensation and Benefits
|
286
|
|
|
14
|
|
|
171
|
|
|
—
|
|
|
471
|
|
|||||
Other Current Liabilities
|
310
|
|
|
(4
|
)
|
|
431
|
|
|
—
|
|
|
737
|
|
|||||
Notes Payable and Overdrafts
|
25
|
|
|
—
|
|
|
385
|
|
|
—
|
|
|
410
|
|
|||||
Operating Lease Liabilities due Within One Year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long Term Debt and Finance Leases Due Within One Year
|
2
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
243
|
|
|||||
Total Current Liabilities
|
1,583
|
|
|
141
|
|
|
3,631
|
|
|
(574
|
)
|
|
4,781
|
|
|||||
Operating Lease Liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long Term Debt and Finance Leases
|
3,550
|
|
|
167
|
|
|
1,393
|
|
|
—
|
|
|
5,110
|
|
|||||
Compensation and Benefits
|
569
|
|
|
93
|
|
|
683
|
|
|
—
|
|
|
1,345
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|||||
Other Long Term Liabilities
|
355
|
|
|
8
|
|
|
108
|
|
|
—
|
|
|
471
|
|
|||||
Total Liabilities
|
6,057
|
|
|
409
|
|
|
5,910
|
|
|
(574
|
)
|
|
11,802
|
|
|||||
Commitments and Contingent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodyear Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|||||
Other Equity
|
4,632
|
|
|
1,036
|
|
|
3,087
|
|
|
(4,123
|
)
|
|
4,632
|
|
|||||
Goodyear Shareholders’ Equity
|
4,864
|
|
|
1,036
|
|
|
3,087
|
|
|
(4,123
|
)
|
|
4,864
|
|
|||||
Minority Shareholders’ Equity — Nonredeemable
|
—
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
206
|
|
|||||
Total Shareholders’ Equity
|
4,864
|
|
|
1,036
|
|
|
3,293
|
|
|
(4,123
|
)
|
|
5,070
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
10,921
|
|
|
$
|
1,445
|
|
|
$
|
9,203
|
|
|
$
|
(4,697
|
)
|
|
$
|
16,872
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2019
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
7,165
|
|
|
$
|
1,403
|
|
|
$
|
9,178
|
|
|
$
|
(3,001
|
)
|
|
$
|
14,745
|
|
Cost of Goods Sold
|
5,765
|
|
|
1,303
|
|
|
7,565
|
|
|
(3,031
|
)
|
|
11,602
|
|
|||||
Selling, Administrative and General Expense
|
1,101
|
|
|
34
|
|
|
1,189
|
|
|
(1
|
)
|
|
2,323
|
|
|||||
Rationalizations
|
86
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
205
|
|
|||||
Interest Expense
|
222
|
|
|
28
|
|
|
129
|
|
|
(39
|
)
|
|
340
|
|
|||||
Other (Income) Expense
|
29
|
|
|
15
|
|
|
(18
|
)
|
|
72
|
|
|
98
|
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
(38
|
)
|
|
23
|
|
|
194
|
|
|
(2
|
)
|
|
177
|
|
|||||
United States and Foreign Taxes
|
(289
|
)
|
|
6
|
|
|
254
|
|
|
503
|
|
|
474
|
|
|||||
Equity in Earnings of Subsidiaries
|
(562
|
)
|
|
(28
|
)
|
|
—
|
|
|
590
|
|
|
—
|
|
|||||
Net Income (Loss)
|
(311
|
)
|
|
(11
|
)
|
|
(60
|
)
|
|
85
|
|
|
(297
|
)
|
|||||
Less: Minority Shareholders’ Net Income (Loss)
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
(311
|
)
|
|
$
|
(11
|
)
|
|
$
|
(74
|
)
|
|
$
|
85
|
|
|
$
|
(311
|
)
|
Comprehensive Income (Loss)
|
$
|
(371
|
)
|
|
$
|
(43
|
)
|
|
$
|
(193
|
)
|
|
$
|
251
|
|
|
$
|
(356
|
)
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
(371
|
)
|
|
$
|
(43
|
)
|
|
$
|
(208
|
)
|
|
$
|
251
|
|
|
$
|
(371
|
)
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
7,382
|
|
|
$
|
1,320
|
|
|
$
|
9,567
|
|
|
$
|
(2,794
|
)
|
|
$
|
15,475
|
|
Cost of Goods Sold
|
5,947
|
|
|
1,270
|
|
|
7,616
|
|
|
(2,872
|
)
|
|
11,961
|
|
|||||
Selling, Administrative and General Expense
|
1,042
|
|
|
35
|
|
|
1,235
|
|
|
—
|
|
|
2,312
|
|
|||||
Rationalizations
|
3
|
|
|
1
|
|
|
40
|
|
|
—
|
|
|
44
|
|
|||||
Interest Expense
|
221
|
|
|
23
|
|
|
105
|
|
|
(28
|
)
|
|
321
|
|
|||||
Other (Income) Expense
|
(320
|
)
|
|
12
|
|
|
30
|
|
|
104
|
|
|
(174
|
)
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
489
|
|
|
(21
|
)
|
|
541
|
|
|
2
|
|
|
1,011
|
|
|||||
United States and Foreign Taxes
|
129
|
|
|
(6
|
)
|
|
179
|
|
|
1
|
|
|
303
|
|
|||||
Equity in Earnings of Subsidiaries
|
333
|
|
|
47
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
693
|
|
|
32
|
|
|
362
|
|
|
(379
|
)
|
|
708
|
|
|||||
Less: Minority Shareholders’ Net Income (Loss)
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
693
|
|
|
$
|
32
|
|
|
$
|
347
|
|
|
$
|
(379
|
)
|
|
$
|
693
|
|
Comprehensive Income (Loss)
|
$
|
593
|
|
|
$
|
28
|
|
|
$
|
143
|
|
|
$
|
(175
|
)
|
|
$
|
589
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
593
|
|
|
$
|
28
|
|
|
$
|
147
|
|
|
$
|
(175
|
)
|
|
$
|
593
|
|
|
Consolidating Statements of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
7,378
|
|
|
$
|
1,186
|
|
|
$
|
9,499
|
|
|
$
|
(2,686
|
)
|
|
$
|
15,377
|
|
Cost of Goods Sold
|
5,774
|
|
|
1,125
|
|
|
7,537
|
|
|
(2,756
|
)
|
|
11,680
|
|
|||||
Selling, Administrative and General Expense
|
980
|
|
|
34
|
|
|
1,265
|
|
|
—
|
|
|
2,279
|
|
|||||
Rationalizations
|
20
|
|
|
1
|
|
|
114
|
|
|
—
|
|
|
135
|
|
|||||
Interest Expense
|
254
|
|
|
10
|
|
|
122
|
|
|
(51
|
)
|
|
335
|
|
|||||
Other (Income) Expense
|
(60
|
)
|
|
12
|
|
|
(12
|
)
|
|
130
|
|
|
70
|
|
|||||
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries
|
410
|
|
|
4
|
|
|
473
|
|
|
(9
|
)
|
|
878
|
|
|||||
United States and Foreign Taxes
|
417
|
|
|
(2
|
)
|
|
101
|
|
|
(3
|
)
|
|
513
|
|
|||||
Equity in Earnings of Subsidiaries
|
353
|
|
|
39
|
|
|
—
|
|
|
(392
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
346
|
|
|
45
|
|
|
372
|
|
|
(398
|
)
|
|
365
|
|
|||||
Less: Minority Shareholders’ Net Income (Loss)
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
346
|
|
|
$
|
45
|
|
|
$
|
353
|
|
|
$
|
(398
|
)
|
|
$
|
346
|
|
Comprehensive Income (Loss)
|
$
|
568
|
|
|
$
|
62
|
|
|
$
|
656
|
|
|
$
|
(683
|
)
|
|
$
|
603
|
|
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Goodyear Comprehensive Income (Loss)
|
$
|
568
|
|
|
$
|
62
|
|
|
$
|
621
|
|
|
$
|
(683
|
)
|
|
$
|
568
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2019
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Cash Flows from Operating Activities
|
$
|
3,541
|
|
|
$
|
(273
|
)
|
|
$
|
82
|
|
|
$
|
(2,143
|
)
|
|
$
|
1,207
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
(288
|
)
|
|
(40
|
)
|
|
(442
|
)
|
|
—
|
|
|
(770
|
)
|
|||||
Asset Dispositions
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Short Term Securities Acquired
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|||||
Short Term Securities Redeemed
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|||||
Capital Contributions and Loans Incurred
|
(3,286
|
)
|
|
—
|
|
|
(320
|
)
|
|
3,606
|
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
269
|
|
|
—
|
|
|
—
|
|
|
(269
|
)
|
|
—
|
|
|||||
Notes Receivable
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Other Transactions
|
(18
|
)
|
|
—
|
|
|
(2,110
|
)
|
|
2,100
|
|
|
(28
|
)
|
|||||
Total Cash Flows from Investing Activities
|
(3,330
|
)
|
|
(40
|
)
|
|
(2,867
|
)
|
|
5,437
|
|
|
(800
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short Term Debt and Overdrafts Incurred
|
398
|
|
|
—
|
|
|
1,482
|
|
|
—
|
|
|
1,880
|
|
|||||
Short Term Debt and Overdrafts Paid
|
(423
|
)
|
|
—
|
|
|
(1,510
|
)
|
|
—
|
|
|
(1,933
|
)
|
|||||
Long Term Debt Incurred
|
2,981
|
|
|
—
|
|
|
2,961
|
|
|
—
|
|
|
5,942
|
|
|||||
Long Term Debt Paid
|
(2,983
|
)
|
|
—
|
|
|
(3,025
|
)
|
|
—
|
|
|
(6,008
|
)
|
|||||
Common Stock Issued
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common Stock Repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common Stock Dividends Paid
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||||
Capital Contributions and Loans Incurred
|
—
|
|
|
388
|
|
|
3,218
|
|
|
(3,606
|
)
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
—
|
|
|
(57
|
)
|
|
(212
|
)
|
|
269
|
|
|
—
|
|
|||||
Intercompany Dividends Paid
|
—
|
|
|
(3
|
)
|
|
(40
|
)
|
|
43
|
|
|
—
|
|
|||||
Transactions with Minority Interests in Subsidiaries
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||
Debt Related Costs and Other Transactions
|
(1
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Total Cash Flows from Financing Activities
|
(175
|
)
|
|
328
|
|
|
2,834
|
|
|
(3,294
|
)
|
|
(307
|
)
|
|||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net Change in Cash, Cash Equivalents and Restricted Cash
|
36
|
|
|
16
|
|
|
49
|
|
|
—
|
|
|
101
|
|
|||||
Cash, Cash Equivalents and Restricted Cash at Beginning of the Year
|
168
|
|
|
30
|
|
|
675
|
|
|
—
|
|
|
873
|
|
|||||
Cash, Cash Equivalents and Restricted Cash at End of the Year
|
$
|
204
|
|
|
$
|
46
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
(In millions)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Entries and Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Cash Flows from Operating Activities
|
$
|
1,771
|
|
|
$
|
32
|
|
|
$
|
(279
|
)
|
|
$
|
(608
|
)
|
|
$
|
916
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
(307
|
)
|
|
(61
|
)
|
|
(443
|
)
|
|
—
|
|
|
(811
|
)
|
|||||
Asset Dispositions
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Short Term Securities Acquired
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|||||
Short Term Securities Redeemed
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Capital Contributions and Loans Incurred
|
(1,205
|
)
|
|
—
|
|
|
(283
|
)
|
|
1,488
|
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
282
|
|
|
88
|
|
|
430
|
|
|
(800
|
)
|
|
—
|
|
|||||
Notes Receivable
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Other Transactions
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Cash Flows from Investing Activities
|
(1,284
|
)
|
|
29
|
|
|
(300
|
)
|
|
688
|
|
|
(867
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short Term Debt and Overdrafts Incurred
|
965
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
1,944
|
|
|||||
Short Term Debt and Overdrafts Paid
|
(940
|
)
|
|
—
|
|
|
(855
|
)
|
|
—
|
|
|
(1,795
|
)
|
|||||
Long Term Debt Incurred
|
3,200
|
|
|
15
|
|
|
3,240
|
|
|
—
|
|
|
6,455
|
|
|||||
Long Term Debt Paid
|
(3,260
|
)
|
|
—
|
|
|
(3,209
|
)
|
|
—
|
|
|
(6,469
|
)
|
|||||
Common Stock Issued
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Common Stock Repurchased
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|||||
Common Stock Dividends Paid
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||
Capital Contributions and Loans Incurred
|
283
|
|
|
67
|
|
|
1,138
|
|
|
(1,488
|
)
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
(430
|
)
|
|
(77
|
)
|
|
(293
|
)
|
|
800
|
|
|
—
|
|
|||||
Intercompany Dividends Paid
|
—
|
|
|
(65
|
)
|
|
(543
|
)
|
|
608
|
|
|
—
|
|
|||||
Transactions with Minority Interests in Subsidiaries
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|||||
Debt Related Costs and Other Transactions
|
16
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
7
|
|
|||||
Total Cash Flows from Financing Activities
|
(520
|
)
|
|
(60
|
)
|
|
417
|
|
|
(80
|
)
|
|
(243
|
)
|
|||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
—
|
|
|
(3
|
)
|
|
(40
|
)
|
|
—
|
|
|
(43
|
)
|
|||||
Net Change in Cash, Cash Equivalents and Restricted Cash
|
(33
|
)
|
|
(2
|
)
|
|
(202
|
)
|
|
—
|
|
|
(237
|
)
|
|||||
Cash, Cash Equivalents and Restricted Cash at Beginning of the Year
|
201
|
|
|
32
|
|
|
877
|
|
|
—
|
|
|
1,110
|
|
|||||
Cash, Cash Equivalents and Restricted Cash at End of the Year
|
$
|
168
|
|
|
$
|
30
|
|
|
$
|
675
|
|
|
$
|
—
|
|
|
$
|
873
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
(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
|
$
|
1,192
|
|
|
$
|
67
|
|
|
$
|
577
|
|
|
$
|
(678
|
)
|
|
$
|
1,158
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
(305
|
)
|
|
(136
|
)
|
|
(442
|
)
|
|
2
|
|
|
(881
|
)
|
|||||
Asset Dispositions
|
1
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|||||
Short Term Securities Acquired
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|||||
Short Term Securities Redeemed
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
|||||
Capital Contributions and Loans Incurred
|
(79
|
)
|
|
—
|
|
|
(292
|
)
|
|
371
|
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
76
|
|
|
—
|
|
|
563
|
|
|
(639
|
)
|
|
—
|
|
|||||
Notes Receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other Transactions
|
(3
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Total Cash Flows from Investing Activities
|
(310
|
)
|
|
(135
|
)
|
|
(168
|
)
|
|
(266
|
)
|
|
(879
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short Term Debt and Overdrafts Incurred
|
420
|
|
|
—
|
|
|
634
|
|
|
—
|
|
|
1,054
|
|
|||||
Short Term Debt and Overdrafts Paid
|
(420
|
)
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
(1,046
|
)
|
|||||
Long Term Debt Incurred
|
3,062
|
|
|
204
|
|
|
3,197
|
|
|
—
|
|
|
6,463
|
|
|||||
Long Term Debt Paid
|
(3,151
|
)
|
|
(52
|
)
|
|
(3,139
|
)
|
|
—
|
|
|
(6,342
|
)
|
|||||
Common Stock Issued
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Common Stock Repurchased
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||||
Common Stock Dividends Paid
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||||
Capital Contributions and Loans Incurred
|
292
|
|
|
66
|
|
|
13
|
|
|
(371
|
)
|
|
—
|
|
|||||
Capital Redemptions and Loans Paid
|
(563
|
)
|
|
(48
|
)
|
|
(28
|
)
|
|
639
|
|
|
—
|
|
|||||
Intercompany Dividends Paid
|
—
|
|
|
(128
|
)
|
|
(548
|
)
|
|
676
|
|
|
—
|
|
|||||
Transactions with Minority Interests in Subsidiaries
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Debt Related Costs and Other Transactions
|
(35
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(41
|
)
|
|||||
Total Cash Flows from Financing Activities
|
(891
|
)
|
|
42
|
|
|
(510
|
)
|
|
944
|
|
|
(415
|
)
|
|||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
—
|
|
|
3
|
|
|
54
|
|
|
—
|
|
|
57
|
|
|||||
Net Change in Cash, Cash Equivalents and Restricted Cash
|
(9
|
)
|
|
(23
|
)
|
|
(47
|
)
|
|
—
|
|
|
(79
|
)
|
|||||
Cash, Cash Equivalents and Restricted Cash at Beginning of the Year
|
210
|
|
|
55
|
|
|
924
|
|
|
—
|
|
|
1,189
|
|
|||||
Cash, Cash Equivalents and Restricted Cash at End of the Year
|
$
|
201
|
|
|
$
|
32
|
|
|
$
|
877
|
|
|
$
|
—
|
|
|
$
|
1,110
|
|
|
Quarter
|
|
|
||||||||||||||||
(In millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Sales
|
$
|
3,598
|
|
|
$
|
3,632
|
|
|
$
|
3,802
|
|
|
$
|
3,713
|
|
|
$
|
14,745
|
|
Gross Profit
|
719
|
|
|
777
|
|
|
837
|
|
|
810
|
|
|
3,143
|
|
|||||
Net Income (Loss)
|
(44
|
)
|
|
56
|
|
|
90
|
|
|
(399
|
)
|
|
(297
|
)
|
|||||
Less: Minority Shareholders’ Net Income (Loss)
|
17
|
|
|
2
|
|
|
2
|
|
|
(7
|
)
|
|
14
|
|
|||||
Goodyear Net Income (Loss)
|
$
|
(61
|
)
|
|
$
|
54
|
|
|
$
|
88
|
|
|
$
|
(392
|
)
|
|
$
|
(311
|
)
|
Goodyear Net Income (Loss) - Per Share of Common Stock:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
— Basic
|
$
|
(0.26
|
)
|
|
$
|
0.23
|
|
|
$
|
0.38
|
|
|
$
|
(1.68
|
)
|
|
$
|
(1.33
|
)
|
— Diluted
|
$
|
(0.26
|
)
|
|
$
|
0.23
|
|
|
$
|
0.38
|
|
|
$
|
(1.68
|
)
|
|
$
|
(1.33
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Shares Outstanding — Basic
|
232
|
|
|
233
|
|
|
233
|
|
|
234
|
|
|
233
|
|
|||||
— Diluted
|
232
|
|
|
234
|
|
|
234
|
|
|
234
|
|
|
233
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends Declared per Share of Common Stock
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected Balance Sheet Items at Quarter-End:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
$
|
18,273
|
|
|
$
|
18,470
|
|
|
$
|
18,299
|
|
|
$
|
17,185
|
|
|
|
|
|
Total Debt and Finance Leases
|
6,506
|
|
|
6,737
|
|
|
6,676
|
|
|
5,663
|
|
|
|
|
|||||
Goodyear Shareholders’ Equity
|
4,808
|
|
|
4,847
|
|
|
4,835
|
|
|
4,351
|
|
|
|
|
|||||
Total Shareholders’ Equity
|
5,031
|
|
|
5,049
|
|
|
5,035
|
|
|
4,545
|
|
|
|
|
*
|
Due to the anti-dilutive impact of potentially dilutive securities on periods with a Goodyear net loss, as well as weighted average shares changing throughout the year, the quarterly earnings per share amounts may not add to the full year.
|
|
Quarter
|
|
|
||||||||||||||||
(In millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Sales
|
$
|
3,830
|
|
|
$
|
3,841
|
|
|
$
|
3,928
|
|
|
$
|
3,876
|
|
|
$
|
15,475
|
|
Gross Profit
|
854
|
|
|
892
|
|
|
900
|
|
|
868
|
|
|
3,514
|
|
|||||
Net Income
|
80
|
|
|
164
|
|
|
354
|
|
|
110
|
|
|
708
|
|
|||||
Less: Minority Shareholders’ Net Income
|
5
|
|
|
7
|
|
|
3
|
|
|
—
|
|
|
15
|
|
|||||
Goodyear Net Income
|
$
|
75
|
|
|
$
|
157
|
|
|
$
|
351
|
|
|
$
|
110
|
|
|
$
|
693
|
|
Goodyear Net Income - Per Share of Common Stock:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
— Basic
|
$
|
0.31
|
|
|
$
|
0.66
|
|
|
$
|
1.49
|
|
|
$
|
0.47
|
|
|
$
|
2.92
|
|
— Diluted
|
$
|
0.31
|
|
|
$
|
0.65
|
|
|
$
|
1.48
|
|
|
$
|
0.47
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Shares Outstanding — Basic
|
240
|
|
|
239
|
|
|
236
|
|
|
233
|
|
|
237
|
|
|||||
— Diluted
|
244
|
|
|
241
|
|
|
238
|
|
|
235
|
|
|
239
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends Declared per Share of Common Stock
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.16
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected Balance Sheet Items at Quarter-End:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
$
|
17,580
|
|
|
$
|
17,355
|
|
|
$
|
17,591
|
|
|
$
|
16,872
|
|
|
|
|
|
Total Debt and Capital Leases
|
6,259
|
|
|
6,347
|
|
|
6,520
|
|
|
5,763
|
|
|
|
|
|||||
Goodyear Shareholders’ Equity
|
4,737
|
|
|
4,637
|
|
|
4,800
|
|
|
4,864
|
|
|
|
|
|||||
Total Shareholders’ Equity
|
4,962
|
|
|
4,844
|
|
|
5,000
|
|
|
5,070
|
|
|
|
|
*
|
Due to the anti-dilutive impact of potentially dilutive securities on periods with a Goodyear net loss, as well as weighted average shares changing throughout the year, the quarterly earnings per share amounts may not add to the full year.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
(2)
|
Financial Statement Schedules: See Index to Financial Statement Schedules attached to this Annual Report at page FS-1. The Financial Statement Schedule at page FS-2 is incorporated into and made a part of this Annual Report.
|
(3)
|
Exhibits required to be filed by Item 601 of Regulation S-K: See the Index of Exhibits at pages X-1 through X-5 inclusive, which is attached to and incorporated into and made a part of this Annual Report.
|
|
Schedule No.
|
|
Page Number
|
Valuation and Qualifying Accounts
|
II
|
|
FS-2
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
Balance at beginning of period
|
|
Charged (credited) to income
|
|
Charged (credited) to AOCL
|
|
Deductions from reserves
|
|
Translation adjustment during period
|
|
Balance at end of period
|
||||||||||||
2019
|
|||||||||||||||||||||||
Allowance for doubtful accounts
|
$
|
113
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
(a)
|
$
|
(1
|
)
|
|
$
|
111
|
|
Valuation allowance — deferred tax assets
|
317
|
|
|
661
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
982
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2018
|
|||||||||||||||||||||||
Allowance for doubtful accounts
|
$
|
116
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
(a)
|
$
|
(5
|
)
|
|
$
|
113
|
|
Valuation allowance — deferred tax assets
|
318
|
|
|
18
|
|
|
(1
|
)
|
|
—
|
|
|
(18
|
)
|
|
317
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|||||||||||||||||||||||
Allowance for doubtful accounts
|
$
|
101
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
(a)
|
$
|
9
|
|
|
$
|
116
|
|
Valuation allowance — deferred tax assets
|
326
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
318
|
|
Exhibit
Table
Item
No.
|
|
Description of
Exhibit
|
|
Exhibit Number
|
(e)
|
|
|
|
|
(f)
|
|
|
4.1
|
|
|
|
In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain instruments defining the rights of holders of long term debt of the Company and its consolidated subsidiaries pursuant to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis are not filed herewith. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|
|
|
10
|
|
Material Contracts
|
|
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
|
(d)
|
|
|
|
|
(e)
|
|
|
|
|
(f)
|
|
|
|
|
(g)
|
|
|
|
|
Exhibit
Table
Item
No.
|
|
Description of
Exhibit
|
|
Exhibit Number
|
(h)
|
|
|
|
|
(i)
|
|
|
|
|
(j)
|
|
|
|
|
(k)*
|
|
|
|
|
(l)*
|
|
|
|
|
(m)*
|
|
|
|
|
(n)*
|
|
|
|
|
(o)*
|
|
|
|
|
(p)*
|
|
|
|
|
(q)*
|
|
|
|
|
(r)*
|
|
|
|
|
(s)*
|
|
|
|
|
(t)*
|
|
|
|
|
(u)*
|
|
|
|
Exhibit
Table
Item
No.
|
|
Description of
Exhibit
|
|
Exhibit Number
|
|
|
|
101.LAB
|
|
|
|
|
|
101.PRE
|
104
|
|
Cover Page Interactive Data File
|
|
|
|
|
The cover page from the Company's Annual Report on Form10-K for the year ended December 31, 2019, formatted in Inline XBRL (included as Exhibit 101).
|
|
|
*
|
|
Indicates management contract or compensatory plan or arrangement
|
Date:
|
February 11, 2020
|
|
/s/ RICHARD J. KRAMER
|
|
|
|
Richard J. Kramer, Chairman of the Board,
President and Chief Executive Officer
|
Date:
|
February 11, 2020
|
|
/s/ RICHARD J. KRAMER
|
|
|
|
Richard J. Kramer, Chairman of the Board,
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 11, 2020
|
|
/s/ DARREN R. WELLS
|
|
|
|
Darren R. Wells, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
February 11, 2020
|
|
/s/ EVAN M. SCOCOS
|
|
|
|
Evan M. Scocos, Vice President and Controller (Principal Accounting Officer)
|
|
|
|
|
|
|
JAMES A. FIRESTONE, Director
WERNER GEISSLER, Director
PETER S. HELLMAN, Director LAURETTE T. KOELLNER, Director W. ALAN McCOLLOUGH, Director |
/s/ DARREN R. WELLS
|
Date:
|
February 11, 2020
|
JOHN E. McGLADE, Director
RODERICK A. PALMORE, Director
STEPHANIE A. STREETER, Director
THOMAS H. WEIDEMEYER, Director
MICHAEL R. WESSEL, Director
THOMAS L. WILLIAMS, Director
|
Darren R. Wells, Signing as
Attorney-in-Fact for the Directors
whose names appear opposite.
|
•
|
the right of our board of directors to issue authorized and unissued shares of common stock without shareholder approval; and
|
•
|
the right of our board of directors to issue shares of preferred stock in one or more series and to designate the number of shares of those series and certain terms, rights and preferences of those series, including redemption terms and prices and conversion rights, without shareholder approval.
|
•
|
the transaction receives the approval of the holders of at least two-thirds of all the voting shares of the corporation and is also approved by the holders of at least a majority of the disinterested voting shares (defined as those shares not held by the interested shareholder or its affiliates or associates); or
|
•
|
the transaction meets certain criteria designed to ensure that the remaining shareholders receive fair consideration for their shares.
|
•
|
such person’s sole purpose in making the proposal or public disclosure was to succeed in acquiring control of the corporation and that there were reasonable grounds to believe that such person would acquire control of the corporation; or
|
•
|
such person’s public disclosure concerning the intention or possibility of making a proposal to acquire control of the corporation were not effected with a purpose of affecting market trading and thereby increasing any profit or decreasing any loss from the disposition of the equity securities, and the public disclosure did not have a material effect on the market price or trading volume of the corporation’s equity securities.
|
7.
|
(A) Quarterly Accruals. On the first day of each calendar quarter, commencing April 1, 2007 and ending on October 1, 2008 for service through September 30, 2008, the Company shall credit $23,750 ($20,000 in respect of each quarter during the period beginning July 1, 2005 and ended on December 31, 2006, $17,500 in respect of each quarter during the period beginning July 1, 2004 and ended on June 30, 2005, $7,500 in respect of each quarter during the period beginning January 1, 2003 and ended on June 30, 2004, $2,500 in respect of each quarter during the period beginning July 1, 1998 and ended on December 31, 2002 and $2,000 in respect of each quarter during the period beginning April 1, 1996 and ended on June 30, 1998) to the Equity Participation Account of each Outside Director who is then a member of the Board of Directors and served as a member of the Board for the entire calendar quarter ended immediately prior to such day (each a "Quarterly Accrual").
|
(B)
|
Retainer Deferral Accounts. Each Retired Outside Director shall be entitled to receive the balance, if any, of his or her Retainer Deferral Account in accordance with the provisions of Section 11 of the Plan.
|
(C)
|
Restricted Stock Units. Each Outside Director will receive shares of Common Stock for their Restricted Stock Units on the fifth business day of the calendar quarter following the quarter of his or her separation from Board service. Notwithstanding the foregoing, the Board may at any time deny the payment of, or reduce the amount of, the Restricted Stock
|
NAME OF SUBSIDIARY
---------------------------------
|
PLACE OF
INCORPORATION
OR ORGANIZATION
------------------------------
|
UNITED STATES
|
|
Celeron Corporation
|
Delaware
|
Divested Atomic Corporation
|
Delaware
|
Divested Companies Holding Company
|
Delaware
|
Divested Litchfield Park Properties, Inc.
|
Arizona
|
Goodyear Export Inc.
|
Delaware
|
Goodyear Farms, Inc.
|
Arizona
|
Goodyear International Corporation
|
Delaware
|
Goodyear Western Hemisphere Corporation
|
Delaware
|
Laurelwood Properties, Inc.
|
Delaware
|
Raben Tire Co., LLC
|
Indiana
|
Retreading L, Inc.
|
Delaware
|
Retreading L, Inc. of Oregon
|
Oregon
|
T&WA, Inc.
|
Kentucky
|
Wingfoot Corporation
|
Delaware
|
NAME OF SUBSIDIARY
---------------------------------
|
PLACE OF
INCORPORATION
OR ORGANIZATION
------------------------------
|
INTERNATIONAL
|
|
Airship Comercio de Produtos de Borracha e Participacoes Societarias Ltda
|
Brazil
|
C.A. Goodyear de Venezuela
|
Venezuela
|
+Compania Goodyear del Peru, S.A.
|
Peru
|
+DNA (Housemarks) Limited
|
England
|
Dunglaide Limited
|
England
|
Dunlop Grund und Service Verwaltungs GmbH
|
Germany
|
Dunlop Tyres Limited
|
England
|
Fonds de Pension Goodyear ASBL
|
Luxembourg
|
GD Handelssysteme GmbH
|
Germany
|
GD Versicherungsservice GmbH
|
Germany
|
G.I.E. Goodyear Mireval
|
France
|
Goodyear Australia Pty Limited
|
Australia
|
Goodyear Baltic OU
|
Estonia
|
Goodyear Belgium N.V./SA
|
Belgium
|
Goodyear Canada Inc.
|
Canada
|
Goodyear Czech s.r.o.
|
Czech Republic
|
Goodyear Dalian Tire Company Ltd.
|
China
|
Goodyear Danmark A/S
|
Denmark
|
Goodyear de Chile S.A.I.C.
|
Chile
|
Goodyear de Colombia S.A.
|
Colombia
|
Goodyear do Brasil Produtos de Borracha Ltda
|
Brazil
|
Goodyear & Dunlop Tyres (Australia) Pty Ltd
|
Australia
|
Goodyear & Dunlop Tyres (NZ)
|
New Zealand
|
Goodyear Dunlop Sava Tires d.o.o.
|
Slovenia
|
Goodyear Dunlop Tires Amiens Sud SAS
|
France
|
Goodyear Dunlop Tires Austria GmbH
|
Austria
|
Goodyear Dunlop Tires Germany GmbH
|
Germany
|
Goodyear Dunlop Tires Ireland (Pension Trustees) Ltd.
|
Ireland
|
Goodyear Dunlop Tires Manufacturing GmbH & Co. KG
|
Germany
|
Goodyear Dunlop Tires Operations S.A.
|
Luxembourg
|
+Goodyear Dunlop Tires Operations Romania S.r.L.
|
Romania
|
Goodyear Dunlop Tires Polska Sp. z.o.o.
|
Poland
|
Goodyear Dunlop Tires Suisse S.A.
|
Switzerland
|
Goodyear Dunlop Tires Ukraine
|
Ukraine
|
Goodyear Dunlop Tyres UK (Pension Trustees) Limited
|
England
|
Goodyear Earthmover Pty Ltd
|
Australia
|
Goodyear Europe B.V.
|
Netherlands
|
Goodyear Finland OY
|
Finland
|
Goodyear France SAS
|
France
|
Goodyear Hellas S.A.I.C.
|
Greece
|
Goodyear Holdings Sarl
|
Luxembourg
|
Goodyear Hungary Kft.
|
Hungary
|
+Goodyear India Ltd
|
India
|
NAME OF SUBSIDIARY
---------------------------------
|
PLACE OF
INCORPORATION
OR ORGANIZATION
------------------------------
|
Goodyear Industrial Rubber Products Ltd
|
England
|
Goodyear Italiana S.p.A.
|
Italy
|
+Goodyear Jamaica Limited
|
Jamaica
|
Goodyear Korea Company
|
South Korea
|
+Goodyear Lastikleri TAS
|
Turkey
|
+Goodyear Malaysia Berhad
|
Malaysia
|
Goodyear Maroc S.A.
|
Morocco
|
Goodyear Middle East FZE
|
Dubai
|
Goodyear Nederland B.V.
|
Netherlands
|
Goodyear Norge A/S
|
Norway
|
Goodyear Orient Company Private Limited
|
Singapore
|
+Goodyear Philippines, Inc.
|
Philippines
|
Goodyear Portugal Unipessoal, Ltda
|
Portugal
|
Goodyear Regional Business Services Inc.
|
Philippines
|
Goodyear Romania S.r.L.
|
Romania
|
Goodyear Russia LLC
|
Russia
|
Goodyear S.A.
|
Luxembourg
|
Goodyear Servicios y Asistencia Tecnica S. de R.L. de C.V.
|
Mexico
|
Goodyear Servicios Comerciales S. de R.L. de C.V.
|
Mexico
|
Goodyear (Shanghai) Trading Company Limited
|
China
|
Goodyear Slovakia s.r.o.
|
Slovakia
|
Goodyear-SLP, S. de R.L. de C.V.
|
Mexico
|
Goodyear South Africa (Pty) Ltd
|
South Africa
|
Goodyear South Asia Tyres Private Limited
|
India
|
Goodyear Sverige A.B.
|
Sweden
|
+Goodyear Taiwan Limited
|
Taiwan
|
+Goodyear (Thailand) Public Company Limited
|
Thailand
|
Goodyear Tire Management Company (Shanghai) Ltd.
|
China
|
Goodyear Tires Espana S.A.
|
Spain
|
Goodyear Tires Italia SpA
|
Italy
|
Goodyear Tyre and Rubber Holdings (Pty) Ltd
|
South Africa
|
Goodyear Tyres Ireland Ltd
|
Ireland
|
Goodyear Tyres Pty Ltd
|
Australia
|
Goodyear Tyres UK Limited
|
England
|
Goodyear Tyres Vietnam LLC
|
Vietnam
|
Goodyear Ventech GmbH
|
Germany
|
GY Tire Kitakanto Kabushiki Kaisha
|
Japan
|
Hi-Q Automotive (Pty) Ltd
|
South Africa
|
Kabushiki Kaisha Goodyear Aviation Japan
|
Japan
|
Kabushiki Kaisha Tohoku GY
|
Japan
|
Kelly-Springfield Tyre Company Ltd
|
England
|
Kettering Tyres Ltd
|
England
|
Luxembourg Mounting Center S.A.
|
Luxembourg
|
Mercury Participacoes Ltda
|
Brazil
|
NAME OF SUBSIDIARY
---------------------------------
|
PLACE OF
INCORPORATION
OR ORGANIZATION
------------------------------
|
Motorway Tyres & Accessories (UK) Limited
|
England
|
Neumaticos Goodyear S.r.L.
|
Argentina
|
Nippon Giant Tyre Kabushiki Kaisha
|
Japan
|
Nippon Goodyear Kabushiki Kaisha
|
Japan
|
+P.T. Goodyear Indonesia Tbk
|
Indonesia
|
Rossal No 103 (Pty) Ltd
|
South Africa
|
SACRT Trading Pty Ltd
|
Australia
|
Saudi Goodyear Management Consulting Co.
|
Saudi Arabia
|
Sava Trade d.o.o.
|
Croatia
|
Snella Auto SAS
|
France
|
SP Brand Holding EEIG
|
Belgium
|
+Tire Company Debica S.A.
|
Poland
|
Tredcor (Kenya) Limited
|
Kenya
|
Tren Tyre Holdings (Pty) Ltd
|
South Africa
|
+Trentyre (Lesotho) (Pty) Ltd
|
Lesotho
|
+Trentyre (Pty) Ltd
|
South Africa
|
Tyre Services Great Britain Limited
|
England
|
Vulcan Participacoes Ltda
|
Brazil
|
Vulco Developpement
|
France
|
Vulco Truck Services
|
France
|
Weeting Tyres Limited
|
England
|
Wingfoot Insurance Company Limited
|
Bermuda
|
WTL Suffolk Limited
|
England
|
4 Fleet Group GmbH
|
Germany
|
/s/ James A. Firestone
|
|
/s/ Werner Geissler
|
James A. Firestone, Director
|
|
Werner Geissler, Director
|
|
|
|
/s/ Peter S. Hellman
|
|
/s/ Laurette T. Koellner
|
Peter S. Hellman, Director
|
|
Laurette T. Koellner, Director
|
|
|
|
/s/ Richard J. Kramer
|
|
/s/ W. Alan McCollough
|
Richard J. Kramer, Director
|
|
W. Alan McCollough, Director
|
|
|
|
/s/ John E. McGlade
|
|
/s/ Roderick A. Palmore
|
John E. McGlade, Director
|
|
Roderick A. Palmore, Director
|
|
|
|
/s/ Stephanie A. Streeter
|
|
/s/ Thomas H. Weidemeyer
|
Stephanie A. Streeter, Director
|
|
Thomas H. Weidemeyer, Director
|
|
|
|
/s/ Michael R. Wessel
|
|
/s/ Thomas L. Williams
|
Michael R. Wessel, Director
|
|
Thomas L. Williams, Director
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Goodyear Tire & Rubber Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ RICHARD J. KRAMER
|
|
Richard J. Kramer
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Goodyear Tire & Rubber Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ DARREN R. WELLS
|
|
Darren R. Wells
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
(1)
|
the 10-K Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
February 11, 2020
|
/s/ RICHARD J. KRAMER
|
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Richard J. Kramer
Chairman of the Board, President and Chief Executive Officer
The Goodyear Tire & Rubber Company
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Dated:
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February 11, 2020
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/s/ DARREN R. WELLS
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Darren R. Wells
Executive Vice President and Chief Financial Officer
The Goodyear Tire & Rubber Company
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